Common use of Financial Representations Clause in Contracts

Financial Representations. (a) The audited consolidated balance sheets of each of the financial years ending 31st March 2005 and 2006, related audited consolidated statements of income and cash flows and the unaudited interim consolidated balance sheets for the four (4) months ending July 31, 2006 and the related unaudited interim consolidated statements of income and cash flows of the Company and the Closing Balance Sheet fairly present, in conformity with generally accepted accounting principles applied on a consistent basis, the consolidated financial position of the Company as of the dates thereof and have been prepared in accordance with UK GAAP. (b) All accounts receivable reflected on each of the consolidated and audited balance sheets for the twelve (12) months preceding December 31, 2005 and in the unaudited balance sheet for the twelve (12) months preceding the Closing Date of the Company and all accounts receivable arising subsequent to the Closing Date (collectively the “Accounts Receivable”): (i) have arisen from bona fide sales transactions in the ordinary course of the business on ordinary trade terms; (ii) represent valid, enforceable and binding obligations due to the Company; (iii) have been collected or are collectible in the ordinary course of business in the aggregate recorded amounts thereof without valid set-off or counterclaim; and (iv) are not subject to any counter claim or set off. (c) Section 3.22(c) of the Disclosure Schedule describes the names and locations of all banks and financial institutions in which there are accounts or safe deposit boxes maintained by, or for the benefit of, the Company, the designation of each such account and safe deposit box, and the names of all persons authorized to draw on or have access to each such account and safe deposit box. (d) All forecasts and projections of any future financial results or sales pipeline activities of the Company provided to the Purchaser by or on behalf of the Company, any of the Company’s management or any Seller were prepared in good faith and were based upon reasonable assumptions. There was at the time of the Closing no matters or circumstances that were known by the Company, any Seller or any Key Employee that would have had a material impact on the actual and projected financial results of the Company. (e) The Company is not directly or indirectly obliged in any way to guarantee, assume or provide funds to satisfy an obligation of any Person. No letter of comfort has been given by the Company.

Financial Representations. (a) The audited Section 3.22(a) of the Disclosure Schedule contains the unaudited consolidated balance sheets of each of the financial years ending 31st March 2003, 2004 and 2005 and 2006, related audited unaudited consolidated statements of income and cash flows and the unaudited interim consolidated balance sheets for the four (4) 3 months ending July March 31, 2006 and the related unaudited interim consolidated statements of income and cash flows of the Company and the Closing Balance Sheet fairly present, in conformity with generally accepted accounting principles applied on a consistent basis, the consolidated financial position of the Company as of the dates thereof and have been prepared in accordance with UK GAAP. (b) All accounts receivable reflected on each of the consolidated and audited balance sheets for the twelve (12) months preceding December 31, 2005 and in the unaudited balance sheet for the twelve (12) 3 months preceding the Closing Date of the Company and all accounts receivable arising subsequent to the Closing Date (collectively the “"Accounts Receivable”"): (i) have arisen from bona fide sales transactions in the ordinary course of the business on ordinary trade terms; (ii) represent valid, enforceable and binding obligations due to the Company; (iii) have been collected or are collectible in the ordinary course of business in the aggregate recorded amounts thereof without valid set-off or counterclaim; and (iv) are not subject to any counter claim or set off. (c) Section 3.22(c) of the Disclosure Schedule describes the names and locations of all banks and financial institutions in which there are accounts or safe deposit boxes maintained by, or for the benefit of, the Company, the designation of each such account and safe deposit box, and the names of all persons authorized to draw on or have access to each such account and safe deposit box. (d) All forecasts and projections of any future financial results or sales pipeline activities of the Company provided to the Purchaser by or on behalf of the Company, any of the Company’s 's management or any Seller were prepared in good faith and were based upon reasonable assumptions. There was at the time of the Closing no matters or circumstances that were known by the Company, any Seller or any Key Employee that would have had a material impact on Material Adverse Effect upon the actual and projected financial results of the Company. (e) The Company is not directly or indirectly obliged in any way to guarantee, assume or provide funds to satisfy an obligation of any Person. No letter of comfort has been given by the Company.

Financial Representations. (a) The audited consolidated balance sheets of each Complete and unaltered copies of the Management Accounts have been delivered by the Company to the Purchaser. The Management Accounts (i) were prepared in accordance with the books of account and other financial years ending 31st March 2005 and 2006records of the Company, related audited consolidated statements of income and cash flows the PRC WFOE and the unaudited interim consolidated balance sheets for Related Entities, (ii) present fairly the four (4) months ending July 31combined financial condition and results of operations of the Company, 2006 the PRC WFOE and the related unaudited interim consolidated statements of income and cash flows of the Company and the Closing Balance Sheet fairly present, in conformity with generally accepted accounting principles applied on a consistent basis, the consolidated financial position of the Company Related Entities as of at the dates thereof and or for the respective periods covered thereby, (iii) have been prepared in accordance with UK GAAPGAAP applied on a basis consistent with the past practices of the Company, the PRC WFOE and the Related Entities (except as may be indicated in the notes thereto and except that the Management Accounts do not contain footnotes and are subject to normal and recurring period-end adjustments, which adjustments would not have a Material Adverse Effect) and (iv) include all adjustments that are necessary for a fair presentation of the consolidated financial condition of the Company, the PRC WFOE and the Related Entities and the results of the operations of the Company, the PRC WFOE and the Related Entities as of the dates thereof or for the periods covered thereby. There are no Liabilities of the Company, the PRC WFOE or any Related Entity, other than Liabilities that are reflected or reserved against on the unaudited combined balance sheets of the Company, the PRC WFOE and the Related Entity for the period ended as of February 28, 2003 and would not have a Material Adverse Effect. (b) All accounts receivable reflected on each The books of account and other financial records of the consolidated Company, the PRC WFOE and audited balance sheets for the twelve (12) months preceding December 31, 2005 and in the unaudited balance sheet for the twelve (12) months preceding the Closing Date of the Company and all accounts receivable arising subsequent to the Closing Date (collectively the “Accounts Receivable”): Related Entities: (i) have arisen from bona fide sales transactions reflect all items of income and expense and all assets and Liabilities required to be reflected therein in accordance with GAAP applied on a basis consistent with the ordinary course past practices of the business on ordinary trade terms; Company, the PRC WFOE and the Related Entities, respectively, (ii) represent validare in all material respects complete and correct, enforceable and binding obligations due to the Company; do not contain or reflect any material inaccuracies or discrepancies and (iii) have been collected or are collectible maintained in the ordinary course of accordance with good business in the aggregate recorded amounts thereof without valid set-off or counterclaim; and (iv) are not subject to any counter claim or set offaccounting practices. (c) Section 3.22(c3.11(c) of the Disclosure Schedule describes the names sets forth each and locations every account maintained by each of all banks and financial institutions in which there are accounts or safe deposit boxes maintained by, or for the benefit of, the Company, the designation of each such account and safe deposit box, PRC WFOE and the names Related Entities at a bank or other financial institution, including the name of all persons authorized to draw such bank or financial institution, account number and the amount of balance on or have access to each such account and safe deposit boxaccount. (d) All forecasts and projections of any future financial results or sales pipeline activities of the Company Company, the PRC WFOE and the Related Entities provided to the Purchaser by or on behalf of the Company, any of the Company’s 's, the PRC WFOE's or any Related Entity's management or any Seller including, without limitation, those for the 12 months ending December 31, 2003 (by month) and those set out in Section 3.11(d) of the Disclosure Schedule were prepared in good faith and were based upon reasonable estimates and assumptions. There was at the time of the Closing no matters or circumstances that were known by the Company, any Seller or any Key Employee that would have had a material impact on the actual and projected financial results of the Company. (e) The Net Asset Value reflected on the unaudited pro forma combined balance sheet in the Management Accounts for the year ended and as of December 31, 2002 is US$8,402,000, before payment of the Special Dividend, and the Net Asset Value that will be reflected on the pro forma combined balance sheet included in the 2002 Financial Statements will be no less than US$6,500,000 before payment of the Special Dividend. During the 6-month period after Closing, the Company will have sufficient working capital for normal operations as well as payment of all outstanding liabilities. (f) Any adjustments that may be necessary to the accounts receivable, inventory and accounts payable associated with the systems integration business (including as related to Xx Xxxx Network Communications Co., Ltd., Openwave Systems Inc., China Unicom Communication Co., Ltd., Datacraft (China) Ltd. and Hurray Solutions Limited) will not result in any requirement for any additional working capital funding from the Parent to the Company, the PRC WFOE or any Related Entity. (g) The unaudited pro forma combined revenue for the Company, the PRC WFOE and the Related Entities for the 3-month period ending December 31, 2002 attributable to the SMS business is not directly or indirectly obliged less than US$1,800,000. (h) The indemnification rights specified in Section 9 hereof will cover any way claim asserting that the Net Asset Value as of December 31, 2002 as reflected in the 2002 Financial Statements is less than US$6,500,000 before payment of the Special Dividend. In such event, the Loss to guarantee, assume or provide funds to satisfy an obligation be indemnified shall equal the amount by which the Net Asset Value is less than US$6,500,000 before payment of any Person. No letter of comfort has been given by the CompanySpecial Dividend.

Financial Representations. (a) The audited consolidated reviewed balance sheets of each of the financial years ending 31st March 2003, 2004 and 2005 and 2006, related audited consolidated reviewed statements of income and cash flows and flows, the unaudited interim consolidated balance sheets for the four (4) five months ending July May 31, 2006 2006, and the related unaudited interim consolidated statements of income and cash flows of the Company and the Closing Balance Sheet fairly present, in conformity with generally accepted accounting principles applied on a consistent basis, the consolidated financial position of the Company as of the dates thereof and have been prepared in accordance with UK GAAP, and the June 30, 2006, Balance Sheet is a good faith estimate based upon actual figures for the first half of the month of June, 2006, and estimated figures for the last half of the month of June, 2006, as estimated by Sellers and the Company in good faith. The business of the Company has been conducted in the ordinary course of its business between the Effective Date and the Closing Date. Each such reviewed statement contains the following statement by the Company’s accountants: “Based on our reviews, we are not aware of any material modifications that should be made to the accompanying financial statements in order for them to be in conformity with generally accepted accounting principles.” (b) All accounts receivable reflected on each of the consolidated and audited reviewed balance sheets for the twelve (12) months preceding December 31, 2005 and 2005, in the unaudited interim balance sheet for the twelve (12) five months preceding the Closing Date of the Company ending May 31, 2006, and all accounts receivable arising subsequent prior to the Closing Date (collectively the “Accounts Receivable”): (i) have arisen from bona fide sales or service transactions in the ordinary course of the business on ordinary trade terms; and (ii) represent valid, enforceable and binding obligations due to the Company; and (iii) have been collected or are collectible collectible, to the best of Sellers’ knowledge, in the ordinary course of business in the aggregate recorded amounts thereof without valid set-off or counterclaim; and (iv) are not subject to any counter claim or set offthereof. (c) Section 3.22(c) of the Disclosure Schedule describes the names and locations of all banks and financial institutions in which there are accounts or safe deposit boxes maintained by, or for the benefit of, the Company, the designation of each such account and safe deposit box, and the names of all persons authorized to draw on or have access to each such account and safe deposit box. (d) All forecasts and projections of any future financial results or sales pipeline activities of the Company provided to the Purchaser by or on behalf of the Company, any of the Company’s management or any Seller were prepared in good faith and were based upon reasonable assumptions. There was at the time of the Closing no matters or circumstances that were known by the Company, any Seller or any Key Employee that would have had a material impact on the actual and projected financial results of the Company. (e) The Company is not directly or indirectly obliged in any way to guarantee, assume or provide funds to satisfy an obligation of any Person. No letter of comfort has been given by the Company.

Financial Representations. Attached to this Agreement as Disclosure Schedule 3.10 are true, correct, and complete copies of (1) an audited consolidated balance sheet for Icoworks dated as of June 30, 2001, together with related statements of income, cash flows, and changes in shareholder's equity for the fiscal year then ended, (ii) unaudited consolidated balance sheet for Icoworks dated as of June 30, 2002, together with related statements of income, cash flows, and changes in shareholder's equity for the fiscal year then ended (collectively, the "Icoworks Financial Statements"). The Icoworks Financial Statements (a) The audited consolidated balance sheets are in accordance with the books and records of each of Icoworks and (b) present fairly the financial years ending 31st March 2005 and 2006, related audited consolidated statements condition of income and cash flows and the unaudited interim consolidated balance sheets for the four (4) months ending July 31, 2006 and the related unaudited interim consolidated statements of income and cash flows of the Company and the Closing Balance Sheet fairly present, in conformity with generally accepted accounting principles applied on a consistent basis, the consolidated financial position of the Company Icoworks as of the respective dates thereof and have been prepared in accordance with UK GAAP. (b) All accounts receivable reflected on each of the consolidated and audited balance sheets for the twelve (12) months preceding December 31, 2005 and in the unaudited balance sheet for the twelve (12) months preceding the Closing Date of the Company and all accounts receivable arising subsequent to the Closing Date (collectively the “Accounts Receivable”): (i) have arisen from bona fide sales transactions in the ordinary course of the business on ordinary trade terms; (ii) represent valid, enforceable and binding obligations due to the Company; (iii) have been collected or are collectible in the ordinary course of business in the aggregate recorded amounts thereof without valid set-off or counterclaim; and (iv) are not subject to any counter claim or set off. (c) Section 3.22(c) of the Disclosure Schedule describes the names and locations of all banks and financial institutions in which there are accounts or safe deposit boxes maintained by, or for the benefit of, the Company, the designation of each such account and safe deposit box, indicated and the names results of all persons authorized to draw on operations for such periods. Icoworks has not received any advice or have access to each such account and safe deposit box. (d) All forecasts and projections of notification from its independent certified public accountants that Icoworks has used any future financial results or sales pipeline activities of the Company provided to the Purchaser by or on behalf of the Company, any of the Company’s management or any Seller were prepared in good faith and were based upon reasonable assumptions. There was at the time of the Closing no matters or circumstances that were known by the Company, any Seller or any Key Employee improper accounting practice that would have had a material impact the effect of not reflecting or incorrectly reflecting in the Financial Statements or the books and records of Icoworks, any properties, assets, liabilities, revenues, or expenses. The books, records, and accounts of Icoworks accurately and fairly reflect, in reasonable detail, the transactions, assets, and liabilities of Icoworks. Icoworks has not engaged in any transaction, maintained any bank account, or used any funds of Icoworks, except for transactions, bank accounts, and funds which have been and are reflected in the normally maintained books and records of Icoworks. All property and assets of Icoworks, including the property and assets disclosed on the actual Financial Statements are owned by Icoworks free and projected clear of all liens, charges, encumbrances and security interests, except as disclosed in the Icoworks Financial Statements. The Icoworks Financial Statements will also be deemed to include the financial results statements delivered by Icoworks pursuant to Section 6.12 of the Companythis Agreement. (e) The Company is not directly or indirectly obliged in any way to guarantee, assume or provide funds to satisfy an obligation of any Person. No letter of comfort has been given by the Company.

Financial Representations. (a) The audited consolidated balance sheets of each Complete and unaltered copies of the Management Accounts have been delivered by the Company to the Purchaser. The Management Accounts (i) were prepared in accordance with the books of account and other financial years ending 31st March 2005 and 2006, related audited consolidated statements of income and cash flows and the unaudited interim consolidated balance sheets for the four (4) months ending July 31, 2006 and the related unaudited interim consolidated statements of income and cash flows records of the Company and the Closing Balance Sheet Related Entity, (ii) present fairly present, in conformity with generally accepted accounting principles applied on a consistent basis, the consolidated financial position condition and results of operations of the Company and the Related Entity as of at the dates thereof and or for the respective periods covered thereby, (iii) have been prepared in accordance with UK GAAPIASor GAAP applied on a basis consistent with the past practices of the Company and the Related Entity (except as may be indicated in the notes thereto and except that the Management Accounts do not contain footnotes and are subject to normal and recurring period-end adjustments, which adjustments would not have a Material Adverse Effect) and (iv) include all adjustments that are necessary for a fair presentation of the consolidated financial condition of the Company and the Related Entity and the results of the operations of the Company and the Related Entity as of the dates thereof or for the periods covered thereby. There are no Liabilities of the Company, or the Related Entity, other than Liabilities that are reflected or reserved against on the unaudited consolidated balance sheets of the Company and the Related Entity for the period ended as of June 30, 2006 and would not have a Material Adverse Effect. (b) All accounts receivable The 2005 Financial Statements and the Financial Statements as of June 30, 2006: (i) reflect all items of income and expense and all assets and Liabilities required to be reflected therein in accordance with IAS or GAAP applied on each of a basis consistent with the consolidated and audited balance sheets for the twelve (12) months preceding December 31, 2005 and in the unaudited balance sheet for the twelve (12) months preceding the Closing Date past practices of the Company and all accounts receivable arising subsequent to the Closing Date (collectively the “Accounts Receivable”): (i) have arisen from bona fide sales transactions in the ordinary course of the business on ordinary trade terms; Related Entity, respectively, (ii) represent validare in all material respects complete and correct, enforceable and binding obligations due to the Company; do not contain or reflect any material inaccuracies or discrepancies and (iii) have been collected or are collectible maintained in the ordinary course of accordance with good business in the aggregate recorded amounts thereof without valid set-off or counterclaim; and (iv) are not subject to any counter claim or set offaccounting practices. (c) Section 3.22(c3.11(c) of the Disclosure Schedule describes the names sets forth each and locations of all banks and financial institutions in which there are accounts or safe deposit boxes every account maintained by, or for the benefit of, the Company, the designation of by each such account and safe deposit box, and the names of all persons authorized to draw on or have access to each such account and safe deposit box. (d) All forecasts and projections of any future financial results or sales pipeline activities of the Company provided to and the Purchaser by Related Entity at a bank or other financial institution, including the name of such bank or financial institution, account number and the amount of balance on behalf such account as of the Company, any of the Company’s management or any Seller were prepared in good faith and were based upon reasonable assumptions. There was at the time of the Closing no matters or circumstances that were known by the Company, any Seller or any Key Employee that would have had a material impact on the actual and projected financial results of the CompanyEffective Date. (e) The Company is not directly or indirectly obliged in any way to guarantee, assume or provide funds to satisfy an obligation of any Person. No letter of comfort has been given by the Company.