Common use of Financial Position Clause in Contracts

Financial Position. (a) The consolidated balance sheet of the Borrower and its Subsidiaries as at December 31, 1996, and the related consolidated statements of income, retained earnings and cash flows for the fiscal year then ended, audited by KPMG Peat Marwick, independent public accountants, copies of which have been furnished to the Bank Group, fairly present the consolidated financial condition of the Borrower and its Subsidiaries at such date and the consolidated results of their operations and the consolidated cash flows of the Borrower and its Subsidiaries for the fiscal period ended on such date, all in accordance with generally accepted accounting principles applied on a consistent basis. (b) The unaudited consolidated balance sheet of the Borrower and its Subsidiaries as at June 30, 1997, and the related unaudited consolidated statements of income, retained earnings and cash flows for the nine month period then ended, copies of which have been furnished to the Bank Group, fairly present the consolidated financial condition of the Borrower and its Subsidiaries at such date and the consolidated results of their operations and the consolidated cash flows of the Borrower and its Subsidiaries for the nine month period ended on such date, all in accordance with generally accepted accounting principles applied on a consistent basis, subject to normal year-end adjustments. (c) Since June 30, 1997, there has been no material adverse change in the consolidated financial condition or operations of the Borrower and its Subsidiaries. (d) Except as fully reflected in financial statements referred to in paragraphs (a) and (b) of this Section 4.06, as of the date hereof, there are no liabilities or obligations of the Borrower or any of its Subsidiaries of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether or not due) which, either individually or in aggregate, would be material to either the Borrower individually or the Borrower and its Subsidiaries taken as a whole.

Financial Position. (a) The Prior to the Execution Date, the Parent has furnished to the Bank Group the consolidated balance sheet of the Borrower and its Subsidiaries Parent as at December 31, 1996, and the related consolidated statements of incomeoperations, retained earnings shareholders' equity and cash flows for the fiscal year then ended, audited by KPMG Peat MarwickArthur Andersen LLP, independent certified public accountantsaccountants and comxxxxxxe xxxxx xor Saybolt prepared by Price Waterhouse L.L.P. as of December 31, copies 1996 and for Scott Pickford prepared by Crane & Partners, as of which March 31, 1996. Thx xxxxxxxxx xxatements referred to in the previous sentence have been furnished to prepared in accordance with GAAP (except for that in respect of Scott Pickford, which was prepared in accordance with GAAP as in effexx xx xxx Xxxxed Kingdom) consistently applied throughout the Bank Group, periods involved and present fairly present in all material respects the consolidated financial condition of the Borrower and its Subsidiaries at such Persons named therein as of the date thereof and the consolidated results of their its operations and the consolidated cash flows of the Borrower and its Subsidiaries for the fiscal period ended on such dateperiods then ended. No event has occurred since December 31, all 1996, or in accordance with generally accepted accounting principles applied on a consistent basisthe case of Scott Pickford since March 31, 1996, that could reasonably be expectex xx xxxx x Xxterial Adverse Effect in respect of any of said Persons. (b) The unaudited consolidated balance sheet of the Borrower and its Subsidiaries as at June 30, 1997, and the related unaudited consolidated statements of income, retained earnings and cash flows for the nine month period then ended, copies of which have been furnished to the Bank Group, fairly present the consolidated financial condition of the Borrower and its Subsidiaries at such date and the consolidated results of their operations and the consolidated cash flows of the Borrower and its Subsidiaries for the nine month period ended on such date, all in accordance with generally accepted accounting principles applied on a consistent basis, subject to normal year-end adjustments. (c) Since June 30, 1997, there has been no material adverse change in the consolidated financial condition or operations of the Borrower and its Subsidiaries. (d) Except as fully reflected in the audited financial statements referred to in paragraphs paragraph (a) and (b) of this Section SECTION 4.06, as of the date hereofExecution Date, there are no liabilities or obligations of the Borrower Borrowers or any of its their Subsidiaries of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether or not due) which, either individually or in aggregate, would could reasonably be material expected to either have a Material Adverse Effect. (c) On and as of the Borrower individually Effective Date, on a PRO FORMA basis after giving effect to all Indebtedness incurred, and to be incurred, and Liens created, and to be created, by each Credit Party in connection therewith, (x) the sum of the assets, at a fair valuation, of each Credit Party will exceed its debts, (y) no Credit Party will have incurred or the Borrower intended to, or believe that they will, incur debts beyond their ability to pay such debts as such debts mature and (z) no Credit Party will have unreasonably small capital with which to conduct its Subsidiaries taken as a wholebusiness.

Financial Position. (a) The Attached hereto as Section 2.6 of the Disclosure Schedule is the Company's unaudited, consolidated balance sheet as of the Borrower and its Subsidiaries as at December 31, 19961994 (the "1994 Balance Sheet"), and the related unaudited, consolidated statements of income, retained earnings income and cash flows flow for the fiscal year then ended, audited by KPMG Peat Marwicktogether with the draft report thereon of Deloitte & Touche, independent certified public accountants, copies of which have been furnished to and the Bank Groupunaudited, fairly present the consolidated financial condition balance sheet of the Borrower and its Subsidiaries Company as at such date July 31, 1995 (the "July 31 Balance Sheet"), and the related, unaudited consolidated results statements of their operations income and the consolidated cash flows of the Borrower and its Subsidiaries flow for the fiscal seven month period ended on July 31, 1995 (such datebalance sheets and related statements are collectively referred to herein as the "Financial Statements"). Except as set forth in Section 2.6 of the Disclosure Schedule, the Financial Statements present fairly the financial position of the Company and its subsidiaries as of such dates, respectively, all in conformity with generally accepted accounting principles, consistently applied, following in the case of the interim financial statements the Company's normal internal accounting practices. (b) Except as set forth on Section 2.6 of the Disclosure Schedule, since the date of the July 31 Balance Sheet, no event or condition has occurred, and no event or condition is to the knowledge of the Company's officers threatened, which has had a materially adverse effect, or could reasonably be expected to have a materially adverse effect, on the Company's or any subsidiary's properties, assets, or financial position. Except as set forth in Section 2.6 of the Disclosure Schedule, the Company has no material liabilities or financial obligations not disclosed in the July 31 Balance Sheet. Except as disclosed in the Financial Statements, the Company is not an indemnitor or guarantor of any indebtedness of any other person, firm or corporation. The Company maintains and will continue to maintain its books and records in accordance with generally accepted accounting principles applied on a consistent basis. (b) The unaudited consolidated balance sheet consistently applied. Except as set forth in Section 2.6 of the Borrower Disclosure Schedule, since the July 31 Balance Sheet, neither the Company nor its subsidiaries has (i) incurred any debts, obligations or liabilities, absolute, accrued or contingent and its Subsidiaries as at June 30whether due or to become due, 1997except current liabilities incurred in the ordinary course of business, which (individually or in the aggregate) will not materially and adversely affect the related unaudited consolidated statements of incomebusiness, retained earnings and cash flows for the nine month period then ended, copies of which have been furnished to the Bank Group, fairly present the consolidated financial condition properties or prospects of the Borrower and Company or its Subsidiaries at subsidiaries; (ii) paid any obligation or liability other than, or discharged or satisfied any liens or encumbrances other than those securing current liabilities, in each case in the ordinary course of business; (iii) declared or made any payment or distribution to its shareholders as such date and or purchased or redeemed any of its shares of capital stock or other securities, or obligated itself to do so; (iv) sold, transferred or leased any of its assets except in the consolidated results ordinary course of their operations and the consolidated cash flows business; (v) issued or sold any shares of the Borrower and its Subsidiaries for the nine month period ended on such datecapital stock or other securities or granted any options, all in accordance warrants or other purchase rights with generally accepted accounting principles applied on a consistent basis, subject to normal year-end adjustments. (c) Since June 30, 1997, there respect thereto other than as contemplated by this Agreement. There has been no material adverse change in the consolidated condition, financial condition or otherwise, or operations, results of operations or business of the Borrower and Company or its Subsidiariessubsidiaries since the July 31 Balance Sheet. (d) Except as fully reflected in financial statements referred to in paragraphs (a) and (b) of this Section 4.06, as of the date hereof, there are no liabilities or obligations of the Borrower or any of its Subsidiaries of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether or not due) which, either individually or in aggregate, would be material to either the Borrower individually or the Borrower and its Subsidiaries taken as a whole.

Financial Position. (aComplete and accurate copies of the financial statements and materials as described in SECTION 5.1(i) The consolidated have been delivered to the Administrative Agent. All financial statements included in such materials were prepared in all material respects in conformity with GAAP, except as otherwise noted therein, and fairly present in all material respects the respective Consolidated financial positions, and the Consolidated results of operations and cash flows for each of the periods covered thereby of TMC and the Borrower and its Consolidated Subsidiaries as at the respective dates thereof. Neither Borrower nor any of its Consolidated Subsidiaries has any Contingent Obligation, contingent liability or liability for any taxes, long-term leases or commitments, not reflected in its audited financial statements delivered to the Administrative Agent on or prior to the Closing Date or otherwise disclosed to the Administrative Agent and the Lenders in writing, which will have or is reasonably likely to have a Material Adverse Effect. As of the Closing Date, TMC, Borrower and their respective Subsidiaries own all of the assets reflected in the Consolidated balance sheet of the Borrower and its Subsidiaries as at of December 31, 19962002 or acquired since that date except the minority interests reflected therein (except property and assets sold or otherwise disposed of in the ordinary course of business since that date), and subject to no rights of others, including any mortgages, leases, conditional sales agreements, title retention agreements, liens or other encumbrances except Liens permitted by SECTION 9.2. Without limiting the related consolidated statements of incomeforegoing, retained earnings and cash flows for the fiscal year then ended, audited by KPMG Peat Marwick, independent public accountants, copies of which have been furnished to the Bank Group, fairly present the consolidated financial condition of the Borrower and its Subsidiaries at such date have good and the consolidated results of their operations and the consolidated cash flows of the Borrower and its Subsidiaries marketable fee simple title to all Real Property reasonably necessary for the fiscal period ended on such date, all in accordance with generally accepted accounting principles applied on a consistent basis. (b) The unaudited consolidated balance sheet of the Borrower and its Subsidiaries as at June 30, 1997, and the related unaudited consolidated statements of income, retained earnings and cash flows for the nine month period then ended, copies of which have been furnished to the Bank Group, fairly present the consolidated financial condition of the Borrower and its Subsidiaries at such date and the consolidated results of their operations and the consolidated cash flows of the Borrower and its Subsidiaries for the nine month period ended on such date, all in accordance with generally accepted accounting principles applied on a consistent basis, subject to normal year-end adjustments. (c) Since June 30, 1997, there has been no material adverse change in the consolidated financial condition or operations of the Borrower and its Subsidiaries. (d) Except as fully reflected in financial statements referred to in paragraphs (a) and (b) of this Section 4.06, as of the date hereof, there are no liabilities or obligations of the Borrower or any operation of its Subsidiaries business in whole, free from all liens or encumbrances of any nature whatsoever (whether absolutewhatsoever, accrued, contingent or otherwise and whether or not due) which, either individually or in aggregate, would be material to either the Borrower individually or the Borrower and its Subsidiaries taken as a wholeexcept for Liens permitted by SECTION 9.

Financial Position. (a) The Prior to the Execution Date, the Borrower has furnished to the Bank Group (i) the consolidated balance sheet of the Borrower and its Subsidiaries as at December 31, 19961997, and the related consolidated statements of incomeoperations, retained earnings shareholders' equity and cash flows for the fiscal year then ended, audited by KPMG Peat MarwickMarwick LLP, independent certified public accountants, copies of which have been furnished to and (ii) the Bank Group, fairly present the consolidated financial condition of the Borrower and its Subsidiaries at such date and the consolidated results of their operations and the consolidated cash flows of the Borrower and its Subsidiaries for the fiscal period ended on such date, all in accordance with generally accepted accounting principles applied on a consistent basis. (b) The unaudited consolidated balance sheet of the Borrower and its Subsidiaries as at June 30March 31, 19971998, and the related unaudited consolidated statements of incomeoperations, retained earnings shareholders' equity and cash flows for the nine three-month period then ended, copies of which . The financial statements referred to in the previous sentence have been furnished to prepared in accordance with GAAP consistently applied throughout the Bank Group, periods involved and present fairly present in all material respects the consolidated financial condition of the Borrower and its Subsidiaries at such date as of the dates thereof and the consolidated results of their operations and the consolidated cash flows of the Borrower and its Subsidiaries for the nine month period ended on such dateperiods then ended. No event has occurred since December 31, all in accordance with generally accepted accounting principles applied on 1997 that could reasonably be expected to have a consistent basis, subject to normal year-end adjustmentsMaterial Adverse Effect. (c) Since June 30, 1997, there has been no material adverse change in the consolidated financial condition or operations of the Borrower and its Subsidiaries. (db) Except as fully reflected in the audited financial statements referred to in paragraphs paragraph (a) and (b) of this Section 4.06, as of the date hereofExecution Date, there are no liabilities or obligations of the Borrower or any of its Subsidiaries of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether or not due) which, either individually or in aggregate, would could reasonably be material expected to either have a Material Adverse Effect. (c) On and as of the Effective Date, on a pro forma basis after giving effect to all Indebtedness incurred, and to be incurred, and Liens created, and to be created, by the Borrower individually or and its Subsidiaries in connection therewith, (i) the sum of the assets, at a fair valuation, of the Borrower and its Subsidiaries taken as a whole.whole will exceed its debts, (ii) the Borrower and its Subsidiaries taken as a whole will not have incurred or intended to, or believe that they will, incur debts beyond their ability to pay such debts as such debts mature and (iii) the Borrower and its Subsidiaries taken as a whole will not have unreasonably small capital with which to conduct its business. 50

Financial Position. (a) The Prior to the Execution Date, the Borrower has furnished to the Bank Group (i) the consolidated balance sheet of the Borrower and its Subsidiaries as at December 31, 19961995, and the related consolidated statements of incomeoperations, retained earnings shareholders' equity and cash flows for the fiscal year then ended, audited by KPMG Peat MarwickMarwick LLP, independent certified public accountants, copies of which have been furnished to and (ii) the Bank Group, fairly present the consolidated financial condition of the Borrower and its Subsidiaries at such date and the consolidated results of their operations and the consolidated cash flows of the Borrower and its Subsidiaries for the fiscal period ended on such date, all in accordance with generally accepted accounting principles applied on a consistent basis. (b) The unaudited consolidated balance sheet of the Borrower and its Subsidiaries as at June September 30, 19971996, and the related unaudited consolidated statements of incomeoperations, retained earnings shareholders' equity and cash flows for the nine nine-month period then ended, copies of which . The financial statements referred to in the previous sentence have been furnished to prepared in accordance with GAAP consistently applied throughout the Bank Group, periods involved and present fairly present in all material respects the consolidated financial condition of the Borrower and its Subsidiaries at such date as of the dates thereof and the consolidated results of their operations and the consolidated cash flows of the Borrower and its Subsidiaries for the nine month period ended on such dateperiods then ended. No event has occurred since December 31, all in accordance with generally accepted accounting principles applied on 1995 that could reasonably be expected to have a consistent basis, subject to normal year-end adjustmentsMaterial Adverse Effect. (c) Since June 30, 1997, there has been no material adverse change in the consolidated financial condition or operations of the Borrower and its Subsidiaries. (db) Except as fully reflected in the audited financial statements referred to in paragraphs paragraph (a) and (b) of this Section 4.06, as of the date hereofExecution Date, there are no liabilities or obligations of the Borrower or any of its Subsidiaries of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether or not due) which, either individually or in aggregate, would could reasonably be material expected to either have a Material Adverse Effect. (c) On and as of the Effective Date, on a pro forma basis after giving effect to all Indebtedness incurred, and to be incurred, and Liens created, and to be created, by the Borrower individually or and its Subsidiaries in connection therewith, (x) the sum of the assets, at a fair valuation, of the Borrower and its Subsidiaries taken as a wholewhole will exceed its debts, (y) the Borrower and its Subsidiaries taken as a whole will not have incurred or intended to, or believe that they will, incur debts beyond their ability to pay such debts as such debts mature and (z) the Borrower and its Subsidiaries taken as a whole will not have unreasonably small capital with which to conduct its business.

Financial Position. (a) The consolidated Except as disclosed in Part 2.8 of the Disclosure Schedule, the Vendors have delivered to the Purchaser the following financial statements and notes (collectively, the "the Company Financial Statements"): (i) for the Company in respect of the financial year ended 30 June, 1998 (the "1998 Accounts Date"), its unaudited profit and loss statement for the financial year ending on the 1998 Accounts Date and its unaudited balance sheet as at the 1998 Accounts Date, together with all statements, reports and notes attached to or intended to be read with any or all of the Borrower profit and loss statement or balance sheet; (ii) for the Company in respect of the financial year ended 30 June, 1999 (the "1999 Accounts Date"), its unaudited profit and loss statement for the financial year ending on the 1999 Accounts Date and its Subsidiaries unaudited balance sheet (the "Unaudited Balance Sheet") as at December 31the 1999 Accounts Date, 1996together with all statements, reports and notes attached to or intended to be read with any or all of the related consolidated statements of income, retained earnings profit and cash flows loss statement or balance sheet; and (iii) for the fiscal year then ended, audited by KPMG Peat Marwick, independent public accountants, copies of which have been furnished to the Bank Group, fairly present the consolidated financial condition Company in respect of the Borrower 6 month period ended 31 December, 1999 (the "6 Month Accounts Date"), its unaudited profit and loss statement for the 6 month period ending on the 6 Month Accounts Date and its Subsidiaries unaudited balance sheet (the "6 Month Unaudited Balance Sheet") as at such date the 6 Month Accounts Date, together with all statements, reports and the consolidated results of their operations and the consolidated cash flows notes attached to or intended to be read with any or all of the Borrower profit and its Subsidiaries for the fiscal period ended on such date, all in accordance with generally accepted accounting principles applied on a consistent basisloss statement or balance sheet. (b) The unaudited consolidated balance sheet Except as disclosed in Part 2.8 of the Borrower Disclosure Schedule, all of the Company Financial Statements are true and its Subsidiaries as at June 30, 1997, fair and present fairly the financial position of the Company in respect of the periods to which they relate and the related unaudited consolidated statements results of incomeoperations, retained earnings and cash flows changes in shareholders' equity of the Company for the nine month period then endedrelevant periods. Except as disclosed in Part 2.8 of the Disclosure Schedule, copies of which the Company Financial Statements have been furnished to the Bank Group, fairly present the consolidated financial condition of the Borrower and its Subsidiaries at such date and the consolidated results of their operations and the consolidated cash flows of the Borrower and its Subsidiaries for the nine month period ended on such date, all prepared in accordance with generally accepted accounting principles GAAP, applied on a consistent basis, subject to normal year-end adjustmentsbasis throughout the periods covered. (c) Since June 30Except as disclosed in Part 2.8 of the Disclosure Schedule, 1997at the date of the 6 Month Unaudited Balance Sheet: (i) the Company had no Liabilities required by GAAP to be provided for in the 6 Month Unaudited Balance Sheet or described in the notes thereto which were not provided for in the 6 Month Unaudited Balance Sheet or described in the notes thereto; and (ii) all reserves established by the Company and set forth in the 6 Month Unaudited Balance Sheet were adequate for the purposes for which they were established. (d) Except as disclosed in Part 2.8(d) in the Disclosure Schedule, since the date of the 6 Month Unaudited Balance Sheet: (i) the Company has not entered into any transaction which was not in the Ordinary Course of its Business; (ii) there has been no material adverse change in the consolidated condition (financial condition or otherwise) of the Company; (iii) there has been no damage to, or destruction or loss of, physical property (whether or not covered by insurance) which may have a Material Adverse Effect on the business or operations of the Borrower Company; (iv) the Company has not declared or paid any dividend or made any distribution on its securities, redeemed, purchased or otherwise acquired any of its securities, granted any options to purchase or subscribe for any securities, or issued any securities; (v) the Company has not increased the compensation of any of its officers, or the rate of pay of its employees as a group, except as part of regular compensation increases in the Ordinary Course of its Business; (vi) neither the number of subscribers for the services offered by the Company nor the revenues generated therefrom have decreased since 31 December 1999; (vii) there has been no resignation or termination of employment of any officer or key employee of the Company; (viii) there has been no labour dispute or industrial disruption involving the Company or its employees and none is pending or, to the best of the knowledge of any Vendor, threatened; (ix) there has been no borrowing or agreement to borrow by the Company or change in the contingent obligations of the Company by way of guarantee, endorsement, indemnity, warranty or otherwise or grant of a mortgage or security interest in any property of the Company; (x) there have been no loans made by the Company to its Subsidiariesshareholders, employees, officers and directors other than travel advances and office advances made in the Ordinary Course of Business; (xi) there has not been any payment of any obligation or liability of the Company other than current liabilities paid in the Ordinary Course of Business; (xii) there has been no sale, assignment or transfer of any tangible asset of the Company except in the Ordinary Course of Business and no sale, assignment or transfer of any patent, trademark, trade secret or other intangible asset of the Company; and (xiii) except in the Ordinary Course of Business, the Company has not incurred any Liabilities that (i) individually exceed A$10,000 or (ii) in the aggregate exceed A$20,000. (de) Except as fully reflected set out in financial statements referred to in paragraphs (a) and (b) of this Section 4.06, as Part 2.8 of the date hereofDisclosure Schedule or otherwise noted in this Agreement, the Company has good and marketable title to its properties and assets. Such properties and assets are not subject to Encumbrance except liens for current taxes and assessments not delinquent or those which are not material in scope or amount and do not materially interfere with the conduct of the Company's business. All leases pursuant to which the Company leases real or personal property are in good standing and are valid and effective in accordance with their respective terms and, to the Vendors' knowledge, there exists no default thereunder or occurrence or condition which could result in a default thereunder or termination thereof. The Company's buildings, equipment and other tangible assets are no liabilities in good operating condition and are useable in the ordinary course of business, and the Company owns, or obligations of has a valid leasehold interest in, all assets necessary for the Borrower or any conduct of its Subsidiaries of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether or not due) which, either individually or in aggregate, would be material to either the Borrower individually or the Borrower and its Subsidiaries taken business as a wholepresently conducted.

Financial Position. (a) The consolidated Vendors have delivered to the Purchaser the following financial statements and notes (collectively, the "the Vendors Financial Statements"): (i) for each of the Vendors in respect of the financial year ended 30 June 1998 (the " 1998 Accounts Date"), its unaudited profit and loss statement for the financial year ending on the 1998 Accounts Date and its unaudited balance sheet as at the 1998 Accounts Date, together with all statements, reports and notes attached to or intended to be read with any or all of the Borrower profit and loss statement or balance sheet; (ii) for each of the Vendors in respect of the financial year ended 30 June 1999 (the "1999 Accounts Date"), its unaudited profit and loss statement for the financial year ending on the 1999 Accounts Date and its Subsidiaries unaudited balance sheet (the "Unaudited Balance Sheet") as at December 31the 1999 Accounts Date, 1996together with all statements, reports and notes attached to or intended to be read with any or all of the related consolidated statements of income, retained earnings profit and cash flows loss statement or balance sheet; and (iii) for the fiscal year then endedCompany, audited by KPMG Peat Marwickits unaudited proforma balance sheet as at 30 September 1999 (assuming the Reorganisation Transactions are effective as at that date), independent public accountantstogether with all statements, copies of which have been furnished reports and notes attached to the Bank Group, fairly present the consolidated financial condition of the Borrower and its Subsidiaries at such date and the consolidated results of their operations and the consolidated cash flows of the Borrower and its Subsidiaries for the fiscal period ended on such date, all in accordance or intended to be read with generally accepted accounting principles applied on a consistent basisthat balance sheet. (b) The unaudited consolidated balance sheet All of the Borrower Vendors Financial Statements are true, fair and its Subsidiaries as at June 30, 1997complete in all material respects, and the related unaudited consolidated dollar amount of each line item included in the Vendors Financial Statements is accurate. The financial statements and notes referred to in Section 2.8(a)(i) present fairly the financial position of income, retained earnings and cash flows the Vendors for the nine month period then ended, copies of to which have been furnished to the Bank Group, fairly present the consolidated financial condition of the Borrower and its Subsidiaries at such date they relate and the consolidated results of their operations operations, changes in shareholders' equity and the consolidated cash flows of the Borrower and its Subsidiaries Vendors for the nine month period ended on such dateyear then ended. The financial statements and notes referred to in Section 2.8(a)(ii) present fairly the financial position of the Vendors as of the respective dates thereof and the results of operations, all changes in shareholders' equity and cash flows of the Vendors for the periods covered thereby. The Vendors Financial Statements have been prepared in accordance with generally accepted accounting principles GAAP, applied on a consistent basis, subject to normal year-end adjustmentsbasis throughout the periods covered. (c) Since June 30, 1997, there has been As at the 1999 Accounts Date (i) the Company had no material adverse change Liabilities required by GAAP to be provided for in the consolidated financial condition Unaudited Balance Sheet or operations of described in the Borrower notes thereto which were not provided for in the Unaudited Balance Sheet or described in the notes thereto and its Subsidiaries(ii) all reserves established by the Company and set forth in the Unaudited Balance Sheet were adequate for the purposes for which they were established. (d) Except as fully reflected disclosed in financial statements referred to Part 2.8(d) in paragraphs the Disclosure Schedule since the 1999 Accounts Date: (ai) and the Company has not increased the compensation of any of its officers, or the rate of pay of its employees as a group, except as part of regular compensation increases in the Ordinary Course of its Business; (bii) neither the number of this Section 4.06, as subscribers for the services offered by the Company nor the revenues generated therefrom have decreased; (iii) there has been no resignation or termination of employment of any officer or key employee of the date hereofCompany; (iv) there has been no labor dispute or industrial disruption involving the Company or its employees and none is pending or, to the Knowledge of any Vendor, threatened; (v) there are has been no liabilities borrowing or agreement to borrow by the Company or change in the contingent obligations of the Borrower Company by way of guarantee, endorsement, indemnity, warranty or otherwise or grant of a mortgage or security interest in any property of the Company; (vi) there has not been any payment of any obligation or liability of the Company other than current liabilities paid in the Ordinary Course of Business; (vii) there has been no sale, assignment or transfer of any tangible asset of the Company except in the Ordinary Course of Business and no sale, assignment or transfer of any patent, trademark, trade secret or other intangible asset of the Company; and (e) The Company has good and marketable title to its properties and assets. Such properties and assets are not subject to Encumbrance except liens for current taxes and assessments not delinquent or those which are not material in scope or amount and do not materially interfere with the conduct of the Company's business. All leases pursuant to which the Company leases real or personal property are in good standing and are valid and effective in accordance with their respective terms and, to the Vendors' knowledge, there exists no default thereunder or occurrence or condition which could result in a default thereunder or termination thereof. The Company's buildings, equipment and other tangible assets are in good operating condition and are useable in the ordinary course of business having regard to their age and ordinary wear and tear, and the Company owns, or has a valid leasehold interest in, all assets necessary for the conduct of its Subsidiaries of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether or not due) which, either individually or in aggregate, would be material to either the Borrower individually or the Borrower and its Subsidiaries taken business as a wholepresently conducted.

Financial Position. (a) The consolidated balance sheet Since the Accounts Date, except for this Agreement and the Royalty Agreement, and save as fairly disclosed in the Public Disclosure Record before the date of this Agreement: (i) the business of the Borrower Group has been carried on in the ordinary and its Subsidiaries usual course and in the same manner as at December 31, 1996, and the related consolidated statements of income, retained earnings and cash flows for the fiscal year then ended, audited by KPMG Peat Marwick, independent public accountants, copies of which have been furnished to the Bank Group, fairly present the consolidated financial condition of the Borrower and its Subsidiaries at such date and the consolidated results of their operations and the consolidated cash flows of the Borrower and its Subsidiaries for the fiscal period ended on such before that date, all in accordance with generally accepted accounting principles applied on a consistent basis.; (bii) The unaudited consolidated balance sheet of the Borrower and its Subsidiaries as at June 30, 1997, and the related unaudited consolidated statements of income, retained earnings and cash flows for the nine month period then ended, copies of which have been furnished to the Bank Group, fairly present the consolidated financial condition of the Borrower and its Subsidiaries at such date and the consolidated results of their operations and the consolidated cash flows of the Borrower and its Subsidiaries for the nine month period ended on such date, all in accordance with generally accepted accounting principles applied on a consistent basis, subject to normal year-end adjustments. (c) Since June 30, 1997, there has been no material adverse change change, nor any development likely to give rise to a material adverse change, in the consolidated financial condition position or operations prospects of the Borrower Group; (iii) no Group Company has acquired or disposed of or agreed to acquire or dispose of any business or any material asset or assumed or acquired any liabilities (including contingent liabilities) other than in the ordinary and its Subsidiariesusual course of business; (iv) no Group Company has entered into any contracts or commitments of a long-term or unusual nature; (v) no material contract (including contracts entered into in the ordinary course of business) to which any Group Company is a party has been terminated or, which falling due for renewal, has not been renewed, and no Group Company has received notice or otherwise has reason to believe that any such contract will be terminated or not renewed when due for renewal; and (vi) no Group Company has incurred any material liability for Taxation of whatsoever nature otherwise than in the ordinary course of business. (b) No Group Company has any off-balance sheet financing, investment or liability. (c) No group Company has any material outstanding borrowings other than as fairly disclosed in the Public Disclosure Record. (d) No Group Company has given any guarantee, indemnity or other security to support the obligations of any third party. (e) Except as fully for this Agreement and the transactions contemplated herein, no Group Company has any off-balance sheet financing, transaction, arrangement, investment, obligation (including contingent obligations) or liability which are required to be disclosed and are not disclosed or reflected in financial statements referred to in paragraphs the Accounts or the Interim Accounts. (af) Neither the creation and (b) issue of the Subscription Shares nor the performance of this Section 4.06Agreement by the Company will infringe any borrowing limits, as or any power, restrictions, or term of the date hereofany contract, there are no liabilities debenture, security, obligation, commitment or obligations arrangement of the Borrower any Group Company or any of its Subsidiaries of any nature whatsoever (whether absoluteproperties, accrued, contingent revenues or otherwise and whether or not due) which, either individually or in aggregate, would be material to either the Borrower individually or the Borrower and its Subsidiaries taken as a wholeassets.