Common use of Financial Representations Clause in Contracts

Financial Representations. The consolidated audited balance sheets for Company (and/or any predecessor entity) for its last two fiscal (the “Company Accounting Date”), together with related statements of income, cash flows, and changes in shareholder’s equity for such fiscal years and interim period then ended (collectively, the “Company Financial Statements”) to be supplied on or before the Closing Date will be: (A) in accordance with the books and records of Company; (B) present fairly the financial condition of Company as of the respective dates indicated and the results of operations for such periods; and (C) will have been prepared in accordance with U.S. GAAP. The Company has not received any advice or notification from its independent certified public accountants that Company has used any improper accounting practice that would have the effect of not reflecting or incorrectly reflecting in the Company Financial Statements or the books and records of Company, any properties, assets, Liabilities, revenues, or expenses. The books, records, and accounts of Company accurately and fairly reflect, in reasonable detail, the assets, and Liabilities of Company. Company has not engaged in any transaction, maintained any bank account, or used any funds of Company, except for transactions, bank accounts, and funds which have been and are reflected in the normally maintained books and records of Company.

Financial Representations. The consolidated Included with the VITS SEC Documents are true, correct, and complete copies of audited balance sheets for Company (and/or any predecessor entity) for its last two fiscal VITS dated as of December 31, 2005 (the “Company VITS Accounting Date”), together with related statements of income, cash flows, and changes in shareholder’s equity for such the fiscal years and interim period year then ended (collectively, the “Company VITS Financial Statements”) to be supplied on or before the Closing Date will be). The VITS Financial Statements: (Aa) are in accordance with the books and records of CompanyVITS; (Bb) present fairly the financial condition of Company VITS as of the respective dates indicated and the results of operations for such periods; and (Cc) will have been prepared in accordance with U.S. GAAP. The Company VITS has not received any advice or notification from its independent certified public accountants that Company VITS has used any improper accounting practice that would have the effect of not reflecting or incorrectly reflecting in the Company VITS Financial Statements or the books and records of CompanyVITS, any properties, assets, Liabilitiesliabilities, revenues, or expenses. The books, records, and accounts of Company VITS accurately and fairly reflect, in reasonable detail, the assets, and Liabilities liabilities of CompanyVITS. Company VITS has not engaged in any transaction, maintained any bank account, or used any funds of CompanyVITS, except for transactions, bank accounts, and funds which have been and are reflected in the normally maintained books and records of CompanyVITS.

Financial Representations. The consolidated audited balance sheets for Company (and/or any predecessor entity) for its last two fiscal fiscal, or as required pursuant to the Securities Act (the “Company Accounting Date”), together with related statements of income, cash flows, and changes in shareholder’s equity for such fiscal years and interim period then ended (collectively, the “Company Financial Statements”) to be supplied on or before the Closing Date will be: (Aa) in accordance with the books and records of the Company; (Bb) present fairly the financial condition of the Company as of the respective dates indicated and the results of operations for such periods; and (Cc) will have been prepared in accordance with U.S. GAAP. The Company has will not have received any advice or notification from its independent certified public accountants that the Company has used any improper accounting practice that would have the effect of not reflecting or incorrectly reflecting in the Company Financial Statements or the books and records of the Company, any properties, assets, Liabilitiesliabilities, revenues, or expenses. The books, records, and accounts of the Company accurately and fairly reflect, in reasonable detail, the assets, and Liabilities of the Company. The Company has not engaged in any transaction, maintained any bank account, or used any funds of CompanyCompany funds, except for transactions, bank accounts, and funds which have been and are reflected in the normally maintained books and records of the Company.

Financial Representations. The consolidated audited balance sheet for the Company as delivered to Parent for the Company’s fiscal year ended December 31, 2005, the consolidated unaudited balance sheets for Company (and/or any predecessor entity) for its last two the Company’s fiscal (the “Company Accounting Date”)years ended December 31, 2006 and 2007, together with related statements of income, cash flows, and changes in shareholder’s equity for such fiscal years and interim period then ended (collectively, the “Company Financial Statements”) to be supplied on or before the Closing Date will be:): (Aa) are in accordance with the books and records of the Company; (Bb) present fairly the financial condition of the Company as of the respective dates indicated and the results of operations for such periods; and (Cc) will have been prepared in accordance with U.S. United States generally accepted accounting principles applied in a manner consistent with prior periods (“GAAP”). The Company has not received any advice or notification from its independent certified public accountants that the Company has used any improper accounting practice that would have the effect of not reflecting or incorrectly reflecting in the Company Financial Statements or the books and records of the Company, any properties, assets, Liabilities, revenues, or expenses. The books, records, and accounts of the Company accurately and fairly reflect, in reasonable detail, the assets, and Liabilities of the Company. The Company has not engaged in any transaction, maintained any bank account, or used any funds of the Company, except for transactions, bank accounts, and funds which have been and are reflected in the normally maintained books and records of the Company.

Financial Representations. The consolidated audited balance sheets for Company (and/or any predecessor entity) for its last two fiscal from inception (the “Company Accounting Date”), together with related statements of income, cash flows, income and changes in shareholder’s equity for such fiscal years and interim period then ended (collectively, the “Company Financial Statements”) to be supplied on or before the Closing Date will be: (A) in accordance with the books and records of Company; (B) present fairly the financial condition of Company as of the respective dates indicated and the results of operations for such periods; and (C) will have been prepared in accordance with U.S. GAAPUK standards. (D) the financial statements will reflect an equity contribution by the Selling Shareholders of no less than $957,820. The Company has not received any advice or notification from its independent certified public accountants that Company has used any improper accounting practice that would have the effect of not reflecting or incorrectly reflecting in the Company Financial Statements or the books and records of Company, any properties, assets, Liabilities, revenues, or expenses. The books, records, and accounts of Company accurately and fairly reflect, in reasonable detail, the assets, and Liabilities of Company. Company has not engaged in any transaction, maintained any bank account, or used any funds of Company, except for transactions, bank accounts, and funds which have been and are reflected in the normally maintained books and records of Company.

Financial Representations. The Exhibit G hereto contains true, correct, and complete copies of the consolidated audited balance sheets sheet for the Company (and/or any predecessor entity) for its last two fiscal (the “Company Accounting Date”)dated as of December 31, 2008, together with related statements of income, cash flows, and changes in shareholder’s equity for such fiscal years and interim period then ended and unaudited interim financial statements for the period ended September 30, 2009 (collectively, the “Company Financial Statements”) to be supplied on or before the Closing Date will be). The Company Financial Statements: (Aa) are in accordance with the books and records of the Company; (Bb) present fairly the financial condition of the Company as of the respective dates indicated and the results of operations for such periods; and (Cc) will have been prepared in accordance with U.S. GAAPUnited States GAAP by a PCAOB registered audit firm. The Company has not received any advice or notification from its independent certified public accountants that the Company has used any improper accounting practice that would have the effect of not reflecting or incorrectly reflecting in the Company Financial Statements or the books and records of the Company, any properties, assets, Liabilities, revenues, or expenses. The books, records, and accounts of the Company accurately and fairly reflect, in reasonable detail, the assets, and Liabilities of the Company. The Company has not engaged in any transaction, maintained any bank account, or used any funds of the Company, except for transactions, bank accounts, and funds which have been and are reflected in the normally maintained books and records of the Company.