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

Financial Statements; Absence of Liabilities. (i) The unaudited balance sheets of the Company as of December 31, 1999, September 30, 2000 and October 31, 2000, the related statement of income for each of the 12-month periods then ended, the audited (by Arthxx Xxxexxxx) xxlance sheet of the Company as of September 30, 2000 (the latter being referred to as the "Latest Balance Sheet"), and the related reviewed statement of income for the 9-month period then ended have been prepared in accordance with GAAP on a consistent basis and on a basis consistent with the accounting practices of PentaStar, are in accordance with the books and records of the Company (which books and records are complete and 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. As of the date of each such balance sheet, the Company had no Liability other than those set forth on each such balance sheet. Copies of the financial statements described in the first sentence in this Section 3.1(d) are attached as Exhibit 3.1(d)(i)(A). The expenses itemized on Exhibit 3.1(d)(i)(B) and reflected in the Company's financial performance for the 12-month period ended September 30, 2000 shall not be realized on an on-going basis after the Closing Date. (ii) Since the date of the Latest Balance Sheet, the Company has not incurred or become subject to any Liability other than Liabilities incurred in the ordinary course of business consistent with past practice. As of the Closing, the Company shall have no Liability (and, to the best knowledge of the Shareholders, there shall be no basis for the assertion of any Liability), except for the Retained Liabilities.

Financial Statements; Absence of Liabilities. (i) The unaudited balance sheets sheet of the Company as of December 31, 1999, September June 30, 2000 2001 (the "Latest Balance Sheet") and October 31, 2000, the related statement of income for each of the 12-month periods then ended, the audited (by Arthxx Xxxexxxx) xxlance sheet of the Company as of September 30, 2000 (the latter being referred to as the "Latest Balance Sheet"), and the related reviewed statement of income for the 9six-month period then ended ended, have been prepared in accordance with GAAP on a consistent basis and on a basis consistent with the accounting practices of PentaStar, are in accordance with the books and records of the Company (which books and records are complete and 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. As of the date of each such balance sheet, the Company had no Liability other than those set forth on each such balance sheet. Copies of the financial statements described in the first sentence in this Section 3.1(d) are attached as Exhibit 3.1(d)(i)(A). The expenses itemized on Exhibit 3.1(d)(i)(B) and reflected in the Company's financial performance for the 12six-month period ended September June 30, 2000 2001 shall not be realized on an on-going basis after the Closing Date. (ii) Since the date of the Latest Balance Sheet, the Company has not incurred or become subject to any Liability other than Liabilities incurred in the ordinary course of business consistent with past practice. As of the Closing, the Company shall have no Liability (and, to the best knowledge of the Shareholders, and there shall be no basis for the assertion of any Liability), except for the Retained Liabilities.

Financial Statements; Absence of Liabilities. (i) The unaudited balance sheets sheet of the Company as of December 31, 1999, September 30, 2000 and October 31, 2000, the related statement of income income, shareholder's equity and cash flows for each of the 12-month periods fiscal year then ended, and the audited (by Arthxx Xxxexxxx) xxlance balance sheet of the Company as of September June 30, 2000 (the latter being referred to as the "Latest Balance Sheet"), and the related reviewed statement unaudited statements of income income, shareholder's equity and cash flows for the 9twelve-month period then ended ended, have been prepared in accordance with GAAP on a consistent basis and on a basis consistent with the accounting practices of PentaStarbasis, are in accordance with the books and records of the Company (which books and records are complete and 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. As of the date of each of such balance sheet, the Company had no Liability other than those set forth on each such balance sheet. Copies of the financial statements described in the first sentence in this Section 3.1(d) are attached as Exhibit 3.1(d)(i)(A). The expenses itemized on Exhibit 3.1(d)(i)(B) and reflected in the Company's financial performance for the 12-month period ended September 30December 31, 2000 1999 shall not be realized on an on-going basis after the Closing Date. (ii) Since the date of the Latest Balance Sheet, the Company has not incurred or become subject to any Liability other than Liabilities incurred in the ordinary course of business consistent with past practice. As of the Closing, the Company shall have no Liability (and, to the best knowledge of the Shareholders, and there shall be no basis for the assertion of any Liability), except for the Retained Liabilities.

Financial Statements; Absence of Liabilities. (i) The unaudited balance sheets of the Company as of December 31, 1999, September 30, 2000 and October 31, 2000, the related statement of income for each of the 12-month periods then ended, the audited (by Arthxx Xxxexxxx) xxlance sheet of the Company Retained Operations as of September 30July 31, 2000 (the latter being referred to as the "Latest Balance Sheet") and the related unaudited statements of income and shareholders' equity for the twelve-month period then ended (each as adjusted by the adjusting entries set forth in the letter dated September 28, 2000 from Arthxx Xxxexxxx xx PentaStar, which letter is included as part of Exhibit 3.1(d)(i)(A)), and the related reviewed unaudited statement of income for the 9Retained Operations for the twelve-month period then ended December 31, 1999, have been prepared in accordance with GAAP on a consistent basis and on a basis consistent with the accounting practices of PentaStarbasis, are in accordance with the books and records of the Company (which books and records are complete and correct in all material respects), and fairly present the financial position and results of operations of the Company Retained Operations in all material respects as of such dates and for each of the periods indicated. As of the date of each such balance sheetthe Latest Balance Sheet, the Company had no Liability with respect to the Retained Operations other than those set forth on each such balance sheet. Copies of the financial statements described in the first sentence in this Section 3.1(d) are attached as Exhibit 3.1(d)(i)(A). The expenses itemized on Exhibit 3.1(d)(i)(B) and reflected in the Company's Retained Operations financial performance for the 12-month period ended September 30July 31, 2000 shall not be realized on an on-going basis after the Closing Date. (ii) Since the date of the Latest Balance Sheet, the Company has not incurred or become subject to any Liability other than Liabilities incurred in the ordinary course of business consistent with past practice. As of the Closing, the Company shall have no Liability (and, to the best knowledge of the Shareholders, and there shall be no basis for the assertion of any Liability), except for the Retained Liabilities.

Financial Statements; Absence of Liabilities. (i) The unaudited audited balance sheets of the Company as of December 31, 1999, September 30, 2000 1997 and October December 31, 20001998, the related statement statements of income income, shareholder's equity and cash flows for each of the 12-month periods fiscal years then ended, the audited (by Arthxx Xxxexxxx) xxlance unaudited balance sheet of the Company as of September June 30, 2000 1999 (the latter being referred to as the "Latest Balance Sheet"), and the related reviewed statement statements of income income, shareholder's equity and cash flows for the 9six-month period then ended ended, have been prepared in accordance with GAAP on a consistent basis (except that the Latest Balance Sheet and on a basis consistent with the accounting practices related statements of PentaStarincome, shareholder's equity and cash flows for the six- month period ended June 30, 1999 may be subject to customary year-end adjustments none of which will be material in amount), are in accordance with the books and records of the Company (which books and records are complete and 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. As of the date of each of such balance sheet, the Company had no Liability other than those set forth on each such balance sheet. Copies of the financial statements described in the first sentence in this Section 3.1(d) are attached as Exhibit 3.1(d)(i)(A). The expenses itemized on Exhibit 3.1(d)(i)(B) and reflected in the Company's financial performance for the 12-month period ended September 30December 31, 2000 shall 1998 will not be realized on an on-going basis after the Closing Datebasis. (ii) Since the date of the Latest Balance Sheet, the Company has not incurred or become subject to any Liability other than Liabilities incurred in the ordinary course of business consistent with past practicebusiness. As of the Closing, the Company shall will have no Liability (and, to the best knowledge of the Shareholders, and there shall be is no basis for the assertion of any Liability), except for the Retained Liabilities.