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

Financial Statements; Absence of Undisclosed Liabilities. (a) Target has delivered to Acquiror copies of Target's unaudited balance sheet as of September 30, 1998 (the "MOST RECENT BALANCE SHEET") and statements of operations, stockholders' equity and cash flow for the 9-month period then-ended (together with the Most Recent Balance Sheet, the "TARGET INTERIM FINANCIALS") and the audited balance sheets as of December 31, 1997, and the related audited statements of operations, stockholders' equity and cash flows for the fiscal year ended December 31, 1997, respectively (collectively, the "TARGET FINANCIAL STATEMENTS").

Financial Statements; Absence of Undisclosed Liabilities. (a) Target has delivered to Acquiror copies of Target's unaudited consolidated balance sheet as of September 30December 31, 1998 2000 (the "MOST RECENT BALANCE SHEETMost Recent Balance Sheet") and the related unaudited consolidated statements of operations, stockholders' equity and cash flow for the 9-twelve month period then-then ended (together with the Most Recent Balance Sheet, the "TARGET INTERIM FINANCIALSTarget Interim Financials") and the Target's audited consolidated balance sheets sheet as of December 31, 19971999 and December 31, 1998 and the related audited consolidated statements of operations, stockholders' equity and cash flows for the fiscal year years ended December 31, 19971999 and December 31, respectively 1998 (collectivelytogether with the Target Interim Financials, collectively the "TARGET FINANCIAL STATEMENTSTarget Financial Statements").

Financial Statements; Absence of Undisclosed Liabilities. (a) Target has delivered to Acquiror copies of a draft form of Target's unaudited balance sheet as of September 30March 31, 1998 1999 (the "MOST RECENT BALANCE SHEET") and statements of operations, stockholders' equity and cash flow operations for the 9three-month period then-ended (together with the Most Recent Balance Sheet, the "TARGET INTERIM FINANCIALS") and the a draft form of Target's proposed audited balance sheets as of December 31, 19971998, and the related audited statements of operations, stockholdersshareholders' equity and cash flows for the fiscal year ended December 31, 19971998, respectively (collectively, the "TARGET FINANCIAL STATEMENTS").

Financial Statements; Absence of Undisclosed Liabilities. (a) Target has delivered to Acquiror copies of Target's unaudited balance sheet as of September 30February 28, 1998 1998, (the "MOST RECENT BALANCE SHEET") and statements of operations, stockholders' equity and cash flow for the 9-two month period then-ended (together with the Most Recent Balance Sheet, the "TARGET INTERIM FINANCIALS") and the audited balance sheets as of December 31, 1997, 1996 and 1997 and the related audited statements of operations, stockholders' equity and cash flows for the fiscal year ended December 31, 1996 and the fiscal year ended December 31, 1997, respectively (collectively, the "TARGET FINANCIAL STATEMENTS").