Common use of Financial Statements; Absence of Liabilities Clause in Contracts

Financial Statements; Absence of Liabilities. (a) Part 2.4 of the Disclosure Schedule includes true, complete and correct copies of (i) the Company's unaudited financial statements (balance sheets, income statements and statements of cash flow) as of and for the fiscal years ending December 31, 1996 and 1997, (ii) the Company's audited financial statements (balance sheet, income statement and statement of cash flow) as of and for the fiscal year ended December 31, 1998 and (iii) the Company's unaudited financial statements (balance sheet, income statement and statement of cash flow) as of and for the six month period ended June 30, 1999 (collectively, the "FINANCIAL STATEMENTS"). The Financial Statements (i) were prepared in accordance with the books and records of the Company, (ii) have been prepared in accordance with GAAP consistently applied, subject in the case of interim Financial Statements (x) to normal year-end adjustments, which individually or in the aggregate were not and will not be material, and (y) to the omission of footnote information; and (iii) are accurate in all material respects. The Financial Statements fairly present the Company's financial condition and the results of its operations at the relevant dates thereof and for the periods covered thereby. The balance sheet of the Company as of June 30, 1999 is referred to as the "BALANCE SHEET" and the date of the Balance Sheet is referred to as the "BALANCE SHEET DATE." (b) The Company has no liability or obligation of any kind or nature, secured or unsecured (whether absolute, accrued, contingent or otherwise, and whether due or to become due) ("LIABILITIES"), except for (i) Liabilities that are disclosed as such in the Balance Sheet, and (ii) Liabilities incurred since the Balance Sheet Date in the ordinary course of business, consistent with past practice, that are not, individually or in the aggregate, material. Except as set forth in the Balance Sheet, the Company has no Liabilities to any officer, director, shareholder, affiliate or representative of the Company.

Financial Statements; Absence of Liabilities. (a) Part 2.4 of the Disclosure Schedule includes true, complete and correct copies of (i) To the Company's best knowledge of the Shareholders, the unaudited financial statements (balance sheetssheet of the Company as of October 31, income statements and 1998, the audited balance sheet of the Company as of October 31, 1999, the audited statements of income, shareholders' equity and cash flow) as of and for the fiscal years ending December 31, 1996 and 1997, (ii) the Company's audited financial statements (balance sheet, income statement and statement of cash flow) as of and flows for the fiscal year ended December October 31, 1998 1999, the unaudited statements of income, shareholders' equity and (iii) cash flows for the Company's fiscal year ended October 31, 1998, the unaudited financial statements (balance sheet, income statement and statement sheet of cash flow) the Company as of January 31, 2000 (the latter being referred to as the "Latest Balance Sheet"), and the related statements of income, shareholders' equity and cash flows for the six three-month period then ended are true and correct in all material respects, have been prepared in accordance with GAAP on a consistent basis (except that the Latest Balance Sheet and the related statements of income, shareholders' equity and cash flows for the three-month period ended June 30January 31, 1999 (collectively2000 may be subject to customary year-end adjustments, which adjustments will not, individually or in the "FINANCIAL STATEMENTS"aggregate, be material in amount). The Financial Statements (i) were prepared , are in accordance with the books and records of the Company, Company (ii) have been prepared in accordance with GAAP consistently applied, subject in the case of interim Financial Statements (x) to normal year-end adjustments, which individually or in the aggregate were not books and will not be material, records are complete and (y) to the omission of footnote information; and (iii) are accurate correct in all material respects), and fairly present the financial position and results of operations of the Company in all material respects as of such dates and for each of the periods indicated. To the best knowledge of the Shareholders, as of the date of each of such balance sheet, the Company had no Liabilities other than those set forth on each such balance sheet. Copies of the financial statements described in the first sentence of this Section 3.1(d) are attached as Exhibit 3.1(d)(i)(A). The Financial Statements fairly present expenses itemized on Exhibit 3.1(d)(i)(B) and reflected in the Company's financial condition and the results of its operations at the relevant dates thereof and performance for the periods covered thereby12-month period ended October 31, 1999 will not be realized on an on-going basis after the Closing Date. The balance sheet revenues of the Company as of June 30for the fiscal year ended October 31, 1999 is referred to as (with revenues from sales in the "BALANCE SHEET" and United States separately shown) are set forth in Exhibit 3.1(d)(i)(C). (ii) Since the date of the Balance Sheet is referred to as the "BALANCE SHEET DATE." (b) The Company has no liability or obligation of any kind or nature, secured or unsecured (whether absolute, accrued, contingent or otherwise, and whether due or to become due) ("LIABILITIES"), except for (i) Liabilities that are disclosed as such in the Latest Balance Sheet, and (ii) the Company has not incurred or become subject to any Liability other than Liabilities incurred since the Balance Sheet Date in the ordinary course of business. To the best knowledge of the Shareholders, consistent with past practice, that are not, individually or in as of the aggregate, material. Except as set forth in the Balance SheetClosing, the Company has will have no Liability (and there is no basis for the assertion of any Liability), except for the Closing Date Liabilities to any officerand Retained Liabilities and a Liability in the approximate amount of CDN $160,000 (estimated as of April 4, director2000), shareholder, affiliate or representative representing unearned revenues of the CompanyCompany attributable to the provision of goods and services to SignalSoft.

Financial Statements; Absence of Liabilities. (a) Part 2.4 Section 2.6(a) of the Company Disclosure Schedule includes true, complete and correct copies of sets forth (A) (i) the Company's unaudited financial statements (audited combined balance sheets, income statements sheet of the Companies and statements of cash flow) their respective Subsidiaries as of and for the fiscal years ending December 31, 1996 2012 (the “Company Balance Sheet”) and 1997, (ii) the Company's related audited financial combined statements of operations, comprehensive (balance sheetloss) income, income statement business equity and statement cash flow and all notes to them, together with a report of cash flow) as the auditors of the Companies and their respective Subsidiaries for the fiscal year ended December 31, 1998 2012 (the financial statements described in clauses (i) and (iiiii) being the “Company Financial Statements”), and (B) (i) the Company's unaudited combined balance sheet of the Companies and their respective Subsidiaries as of March 31, 2013 (the “Company First Quarter Balance Sheet”) and (ii) the related unaudited combined statements of operations, comprehensive (loss) income, business equity and cash flow and all notes to them of the Companies and their respective Subsidiaries for the three months ended March 31, 2013 (the financial statements described in clauses (balance sheet, income statement i) and statement of cash flow(ii) as of and for being the six month period ended June 30, 1999 (collectively, the "FINANCIAL STATEMENTS"“Company First Quarter Financial Statements”). The Company Balance Sheet and the Company First Quarter Balance Sheet, respectively, fairly present in all material respects the financial position of the Companies and their respective Subsidiaries as of the dates thereof, and the other Company Financial Statements (i) were prepared and Company First Quarter Financial Statements present fairly in accordance with all material respects the books and records results of the Companyoperations and cash flows of the Companies and their respective Subsidiaries for the respective fiscal periods therein set forth, in each case (ii) have been prepared in accordance with GAAP consistently appliedexcept, subject in the case of interim the Company First Quarter Financial Statements (x) to Statements, for the absence of normal year-end adjustments), which individually in accordance with GAAP. (b) Except for (i) those liabilities that are reflected or in the aggregate were not and will not be material, and (y) to the omission of footnote information; and (iii) are accurate in all material respects. The Financial Statements fairly present the Company's financial condition and the results of its operations at the relevant dates thereof and for the periods covered thereby. The balance sheet of reserved against on the Company as of June 30Balance Sheet or the Company First Quarter Balance Sheet, 1999 is referred to as the "BALANCE SHEET" and (ii) liabilities incurred after the date of the Company First Quarter Balance Sheet is referred to as the "BALANCE SHEET DATE." (b) The Company has no liability or obligation of any kind or nature, secured or unsecured (whether absolute, accrued, contingent or otherwise, and whether due or to become due) ("LIABILITIES"), except for (i) Liabilities that which are disclosed as such incurred in the Ordinary Course of Business or with the express consent of Buyer hereunder, (iii) liabilities arising under the Material Contracts since the date of the Company First Quarter Balance SheetSheet other than as a result of a default or breach thereof, and (iiiv) Liabilities incurred since the Balance Sheet Date liabilities expressly disclosed in the ordinary course Section 2.6(b) of business, consistent with past practice, that are not, individually or in the aggregate, material. Except as set forth in the Balance Sheet, the Company has no Liabilities to any officerDisclosure Schedule, director, shareholder, affiliate or representative none of the CompanyCompanies nor any of their respective Subsidiaries have any material liabilities or obligations of any nature whatsoever.

Financial Statements; Absence of Liabilities. (a) Part 2.4 of the Disclosure Schedule includes true, complete and correct copies of (i) the Company's unaudited financial statements (balance sheets, income statements and statements of cash flow) as of and for the fiscal years ending December 31, 1996 and 1997, (ii) the Company's audited financial statements (balance sheet, income statement and statement of cash flow) as of and for the fiscal year ended December 31, 1998 and (iii) the Company's unaudited financial statements (balance sheet, income statement and statement of cash flow) as of and for the six month period ended June 30, 1999 (collectively, the "FINANCIAL STATEMENTS"). The Financial Statements (i) were prepared in accordance with the books and records of the Company, (ii) have been prepared in accordance with GAAP generally accepted accounting principles ("GAAP") consistently applied, subject in the case of interim Financial Statements (x) to normal year-end adjustments, which individually or in the aggregate were not and will not be material, and (y) to the omission of footnote information; and (iii) are accurate in all material respects. The Financial Statements fairly present the Company's financial condition and the results of its operations at the relevant dates thereof and for the periods covered thereby. The balance sheet of the Company as of June 30, 1999 is referred to as the "BALANCE SHEET" and the date of the Balance Sheet is referred to as the "BALANCE SHEET DATE." (b) The Company has no liability or obligation of any kind or nature, secured or unsecured (whether absolute, accrued, contingent or otherwise, and whether due or to become due) ("LIABILITIES"), except for (i) Liabilities that are disclosed as such in the Balance Sheet, and (ii) Liabilities incurred since the Balance Sheet Date in the ordinary course of business, consistent with past practice, that are not, individually or in the aggregate, material. Except as set forth in the Balance Sheet, the Company has no Liabilities to any officer, director, shareholder, affiliate or representative of the Company.

Financial Statements; Absence of Liabilities. (a) Part 2.4 of the Disclosure Schedule includes true, complete Attached as Exhibit 2.7 hereto are true and correct copies of (i) the Company's unaudited financial statements (audited balance sheetssheets of the Company as of December 31, income statements 2000 and 2001, and the related audited statements of income, changes in shareholders' equity and cash flow) as of and flows for the fiscal years ending ended December 31, 1996 2000 and 19972001, in each case accompanied by the audit report of the Company's Accountant, with respect to the Company and (ii) the Company's audited unaudited balance sheets of the Company as of March 31, 2001 and 2002, and the related statements of income, changes in shareholders' equity and cash flows for the three month periods ended March 31, 2001 and 2002, with respect to the Company (the financial statements (referred to above being referred to as the "Company Financial Statements" and the balance sheet, income statement and statement of cash flow) sheet as of and for the fiscal year ended December 31, 1998 and (iii) the Company's unaudited financial statements (balance sheet, income statement and statement of cash flow) 2001 being referred to as of and for the six month period ended June 30, 1999 (collectively, the "FINANCIAL STATEMENTSCompany Balance Sheet"). The Financial Statements balance sheets referred to in the previous sentence (iincluding the related notes, where applicable) were present fairly in all material respects the financial position of the Company as of the dates thereof, and the other financial statements referred to in this Section 2.7 (including the related notes thereto, where applicable) present fairly in all material respects the results of the Company's operations and cash flows for the respective fiscal periods therein set forth (subject to normal year-end audit adjustments in amounts consistent with the prior year in the case of unaudited statements), in each case in accordance with GAAP consistently applied (except as indicated in the related notes thereto); each of the financial statements referred to in this Section 2.7 (including the related notes, where applicable) complies in all material respects with GAAP; and each of such financial statements (including the related notes, where applicable) has been prepared in all material respects in accordance with GAAP consistently applied during the periods involved and consistent with the books and records of the Company, . Except for (i) those liabilities that are fully reflected or reserved against on the Company Balance Sheet or fully disclosed in the related notes thereto and (ii) have been prepared in accordance with GAAP consistently applied, subject liabilities incurred in the case ordinary course of interim Financial Statements (x) to normal year-end adjustmentsbusiness consistent with past practice since the date of the Company Balance Sheet and which are not material, which individually or in the aggregate were not and will not be materialaggregate, and (y) to the omission of footnote information; and (iii) are accurate in all material respects. The Financial Statements fairly present the Company's financial condition and the results of its operations at the relevant dates thereof and for the periods covered thereby. The balance sheet of the Company as of June 30, 1999 is referred to as the "BALANCE SHEET" and the date of the Balance Sheet is referred to as the "BALANCE SHEET DATE." (b) The Company has no liability does not have any liabilities or obligation obligations of any kind or nature, secured or unsecured (whether absolute, accrued, contingent or otherwise, other and whether due or to become due) , which would be required to be shown or reserved against on a balance sheet ("LIABILITIES"), except for (i) Liabilities that are disclosed as such or described in the Balance Sheet, notes thereto) prepared in accordance with GAAP. The books and (ii) Liabilities incurred since the Balance Sheet Date in the ordinary course records of business, consistent with past practice, that are not, individually or in the aggregate, material. Except as set forth in the Balance Sheet, the Company has no Liabilities to any officer, director, shareholder, affiliate or representative of the Companyhave been maintained in accordance with good business practices and all Applicable Laws and reflect only actual transactions.

Financial Statements; Absence of Liabilities. (a) Part 2.4 Section 2.5 of the Company Disclosure Schedule includes true, complete sets forth true and correct copies of (ia) the Company's unaudited financial audited consolidated balance sheets of the Company and its Subsidiaries as of December 31, 2008 (the “Company Balance Sheet”) and 2007, and the related audited consolidated statements (balance sheetsof income, income consolidated statements of stockholder’s equity and consolidated statements of cash flow) as flows of the Company and its Subsidiaries for the fiscal years ending December 31, 1996 and 1997, (ii) the Company's audited financial statements (balance sheet, income statement and statement of cash flow) as of and for the fiscal year ended December 31, 1998 2008 and 2007, and (iiib) the Company's unaudited consolidated balance sheet of the Company and its Subsidiaries as of November 30, 2009 (the “Unaudited Company Balance Sheet”), and the related unaudited consolidated statement of income of the Company and its Subsidiaries for the eleven-month period ended November 30, 2009 (the financial statements described in clauses (a) and (b) being, the “Company Financial Statements”). The Company Balance Sheet and the Unaudited Company Balance Sheet fairly present in all material respects the financial position of the Company and its Subsidiaries as of the dates thereof, and the other Company Financial Statements (including the related notes thereto, where applicable) present fairly in all material respects the results of the operations and cash flows of the Company and its Subsidiaries for the respective fiscal periods therein set forth, in each case in accordance with GAAP, subject, in the case of the unaudited financial statements to normal year-end adjustments (balance sheetnone of which will be material) and the absence of notes, income statement and statement of cash flowconsistently applied (except as indicated in the related notes thereto). (b) as of and for the six month period ended June 30, 1999 (collectively, the "FINANCIAL STATEMENTS"). The Financial Statements (i) were prepared Target Tangible Capital Statement set forth in accordance with the books and records of the Company, (ii) have been Exhibit A-1 was prepared in accordance with GAAP consistently appliedapplied on a basis consistent with the preparation of the Company Balance Sheet and the Unaudited Company Balance Sheet from the Books and Records of the Company applying accounting principals, subject policies, practices and methodologies which Seller considers to be reasonable. (c) None of the Companies or any of its Subsidiaries has any liability except (i) those which are adequately reflected on or reserved against in the case Unaudited Company Balance Sheet or disclosed in the related notes thereto, (ii) liabilities arising under Material Contracts since November 30, 2009 other than as a result of interim Financial Statements a default or breach thereof, (xiii) to normal year-end adjustmentsthose which have been incurred in the Ordinary Course of Business since November 30, 2009, none of which individually or in the aggregate were not and will not would reasonably be materialexpected to have a Company Material Adverse Effect, and (yiv) to the omission of footnote information; and (iii) are accurate in all material respects. The Financial Statements fairly present the Company's financial condition and the results of its operations at the relevant dates thereof and for the periods covered thereby. The balance sheet of the Company as of June 30, 1999 is referred to as the "BALANCE SHEET" and the date of the Balance Sheet is referred to as the "BALANCE SHEET DATE." (b) The Company has no liability or obligation of any kind or nature, secured or unsecured (whether absolute, accrued, contingent or otherwise, and whether due or to become due) ("LIABILITIES"), except for (i) Liabilities that are disclosed as such in the Balance Sheet, and (ii) Liabilities incurred since the Balance Sheet Date in the ordinary course of business, consistent with past practice, that are notthose which, individually or and in the aggregate, material. Except as set forth are immaterial in the Balance Sheet, the Company has no Liabilities to any officer, director, shareholder, affiliate or representative of the Companynature.