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

Financial Statements; Absence of Undisclosed Liabilities. (a) Synchrologic has delivered to Pumatech copies of Synchrologic’s unaudited balance sheet as of July 31, 2003 (the “Most Recent Balance Sheet”) and the related unaudited statements of operations, shareholders’ equity and cash flow for the seven-month period then ended (together with the Most Recent Balance Sheet, the “Synchrologic Interim Financials”) and Synchrologic’s audited balance sheet as of December 31, 2002, and the related audited statements of operations, shareholders’ equity and cash flows for the year ended December 31, 2002, respectively (collectively, the “Synchrologic Financial Statements”). (b) The Synchrologic Financial Statements are in accordance with the books and records of Synchrologic and present fairly in all material respects, subject, in the case of the Synchrologic Interim Financials, to normal year-end adjustments (which will not be material individually or in the aggregate to Synchrologic and its business), the financial position, results of operations and cash flows of Synchrologic as of their historical dates and for the periods indicated. The Synchrologic Financial Statements have been prepared in accordance with generally accepted accounting principles applied on a basis consistent with prior periods, subject to, in the case of the Synchrologic Interim Financials, normal year-end adjustments, and the absence of footnotes. Table of Contents (c) Synchrologic has no material debt, liability, or obligation of any nature, whether accrued, absolute, contingent, or otherwise, and whether due or to become due, that is not reflected or reserved against in the Most Recent Balance Sheet, except for those that are subject to normal year-end adjustments, or which may have been incurred after the date of the Most Recent Balance Sheet. Except as set forth on Schedule 3.4(c) of the Synchrologic Disclosure Schedules, all debts, liabilities, and obligations incurred after the date of the Most Recent Balance Sheet, other than liabilities and obligations incurred in connection with the transactions contemplated by this Agreement, were incurred in the ordinary course of business and are not material both individually and in the aggregate to Synchrologic or its business.

Financial Statements; Absence of Undisclosed Liabilities. (a) Synchrologic WeFusion has heretofore delivered to Pumatech Symposium complete and correct copies of Synchrologic’s unaudited balance sheet as of July 31, 2003 the following financial statements (the “Most Recent Balance Sheet”) and the related unaudited statements of operations, shareholders’ equity and cash flow for the seven-month period then ended (together with the Most Recent Balance Sheet, the “Synchrologic Interim Financials”) and Synchrologic’s audited balance sheet as of December 31, 2002, and the related audited statements of operations, shareholders’ equity and cash flows for the year ended December 31, 2002, respectively (collectively, the “Synchrologic "WeFusion Financial Statements”"). (b) The Synchrologic Financial Statements are in accordance with , all of which have been prepared from the books and records of Synchrologic and present fairly in all material respects, subject, in the case of the Synchrologic Interim Financials, to normal year-end adjustments (which will not be material individually or in the aggregate to Synchrologic and its business), the financial position, results of operations and cash flows of Synchrologic as of their historical dates and for the periods indicated. The Synchrologic Financial Statements have been prepared WeFusion in accordance with generally accepted accounting principles ("GAAP") consistently applied on a basis consistent with prior periods, subject to, and maintained throughout the periods indicated (except as may be indicated in the case notes thereto) and fairly present in all material respects the financial condition of WeFusion as of the Synchrologic Interim Financialsrespective dates thereof and the results of its operations and cash flows for the periods covered thereby, except that unaudited interim results that were or are subject to normal and recurring year-end adjustments, and the absence of footnotes. Table of Contentsadjustments which were not or are not expected to be material in amount: (ci) Synchrologic has no material debtunaudited consolidated balance sheets at December 31, liability1997, or obligation 1998 and 1999 and unaudited consolidated statements of any natureincome, whether accruedcash flows and stockholders' equity of WeFusion for the fiscal years then ended (the "WeFusion Balance Sheet"); and (ii) unaudited consolidated balance sheet (the "WeFusion Interim Balance Sheet") of WeFusion as of August 31, absolute, contingent, or otherwise, 2000 (the "WeFusion Interim Balance Sheet Date") and whether due or consolidated statements of income and cash flows for the six months then ended. (b) Except as and to become due, that is not the extent reflected or reserved against in on the Most Recent WeFusion Interim Balance Sheet, except for those WeFusion does not have, as of the WeFusion Interim Balance Sheet Date, any liabilities, debts or obligations (whether absolute, accrued, contingent or otherwise) of any nature that are subject would be required as of such date to normal year-end adjustments, or which may have been included on a balance sheet prepared in accordance with GAAP. Since the WeFusion Interim Balance Sheet Date, WeFusion has not incurred after the date of the Most Recent Balance Sheet. Except as set forth on Schedule 3.4(c) of the Synchrologic Disclosure Schedulesor suffered to exist any liability, all debtsdebt or obligation (whether absolute, accrued, contingent or otherwise), except liabilities, debt and obligations incurred after the date of the Most Recent Balance Sheet, other than liabilities and obligations incurred in connection with the transactions contemplated by this Agreement, were incurred in the ordinary course of business business, consistent with past practice, none of which will have a Material Adverse Effect upon WeFusion or the Surviving Corporation. Since the WeFusion Interim Balance Sheet Date, no event has occurred which has caused, or which is reasonably likely to cause, a Material Adverse Effect on the business, operations, assets (including intangible assets), condition (financial or otherwise), liabilities or results of operations of WeFusion. (c) All receivables of WeFusion (including accounts receivable, loans receivable and advances) which are reflected in the WeFusion Interim Balance Sheet, and all such receivables which have arisen thereafter and prior to the Effective Time, have arisen or will have arisen only from bona fide transactions in the ordinary course of business, represent valid obligations to WeFusion and have been collected or shall be fully collectible at the aggregate recorded amounts thereof (except to the extent of appropriate reserves therefor established in accordance with prior practice and GAAP) and are not material both individually and will not be subject to defense, counterclaim or offset. There has been no Material Adverse Change since the WeFusion Interim Balance Sheet Date in the aggregate amounts of accounts and notes receivable or the allowances with respect thereto, or accounts payable of WeFusion, from that reflected on the WeFusion Balance Sheet at such date. (d) WeFusion has delivered to Synchrologic Symposium or its businesscounsel correct and complete copies of all correspondence prepared by WeFusion's auditors in connection with the last audit of WeFusion's financial statements and any such correspondence since the date of the last such audit. (e) As of the Effective Time, no Stockholder will have any claim (whether or not actually asserted) against WeFusion with respect to any matter or occurrence or state of affairs arising at or prior to the Effective Time which has not been effectively waived or released.

Financial Statements; Absence of Undisclosed Liabilities. (a) Synchrologic Xtend has delivered to Pumatech copies furnished iGo with the unaudited consolidated balance sheets of Synchrologic’s unaudited balance sheet Xtend and its Subsidiaries as of July 31June 30, 2003 2000 (the “Most Recent Balance Sheet”"BALANCE SHEET DATE") and the related unaudited compiled consolidated statements of operations, cash flows and changes in shareholders’ ' equity for the year then ended, and the unaudited interim balance sheet and related consolidated statements of operations, cash flow flows and changes in shareholders' equity for the seven-month period then ended (together with the Most Recent Balance SheetJune 30, the “Synchrologic Interim Financials”) and Synchrologic’s audited balance sheet as of December 31, 2002, and the related audited statements of operations, shareholders’ equity and cash flows for the year ended December 31, 2002, respectively 2000 (collectively, the “Synchrologic "XTEND FINANCIAL STATEMENTS"). The Xtend Financial Statements”). , including the notes thereto, (bi) The Synchrologic Financial Statements are in accordance with the respective books and records of Synchrologic and present fairly in all material respects, subject, in the case of the Synchrologic Interim Financials, to normal year-end adjustments (which will not be material individually or in the aggregate to Synchrologic Xtend and its business), the financial position, results of operations and cash flows of Synchrologic as of their historical dates and for the periods indicated. The Synchrologic Financial Statements Subsidiaries; (ii) have been prepared in accordance with generally accepted accounting principles consistently applied on a basis consistent with prior periodsthroughout the periods involved; (iii) present fairly the consolidated financial position of Xtend and its Subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows of Xtend for the respective periods indicated therein; and (iv) do not reflect any material items of nonrecurring income except as stated therein. Since the Balance Sheet Date there has been no change in Xtend's accounting principles, subject tomethods or policies, except as described in the case of notes to the Synchrologic Interim Financials, Xtend Financial Statements and except that the unaudited interim financial statements (A) are subject to normal year-end adjustments, audit adjustments which are not expected to be material in the aggregate and the absence of (B) do not include footnotes. Table of Contents. (cb) Synchrologic Xtend has no material debt, liability, or obligation liabilities of any nature, whether accrued, absolute, contingent, contingent or otherwise, and whether due or to become due, that is which were not reflected disclosed or reserved against provided for in the Most Recent Xtend Financial Statements or the notes thereto other than obligations not required to be disclosed or provided for under generally accepted accounting principles and liabilities incurred since the Balance SheetSheet Date, except for those that which are subject not individually or in the aggregate, material to normal year-end adjustments, or which may have been incurred after the date of the Most Recent Balance SheetXtend's Business. Except as All reserves set forth on Schedule 3.4(cthe Xtend Financial Statements or the notes thereto were adequate. There are no loss contingencies (as such term is used in Statement of Financial Accounting Standards No. 5) which were not adequately provided for in the Xtend Financial Statements or reflected in the notes thereto. CONFIDENTIAL TREATMENT REQUESTED (c) Xtend makes and keeps accurate books and records reflecting in all material respects its assets and maintains internal accounting controls which provide reasonable assurance that (i) transactions are executed in accordance with management's authorization, (ii) transactions are recorded to permit preparation of Xtend's financial statements and to maintain accountability in all material respects for the assets of Xtend, (iii) access to the assets of Xtend is permitted only in accordance with management's authorization, and (iv) the recorded accountability of the Synchrologic Disclosure Schedules, all debts, liabilities, and obligations incurred after the date assets of the Most Recent Balance Sheet, other than liabilities and obligations incurred in connection Xtend is compared with the transactions contemplated by this Agreement, were incurred in the ordinary course of business and are not material both individually and in the aggregate to Synchrologic or its businessexisting assets at reasonable intervals.

Financial Statements; Absence of Undisclosed Liabilities. (a) Synchrologic Target has delivered to Pumatech Acquiror copies of Synchrologic’s Target's unaudited consolidated balance sheet as of July December 31, 2003 2000 (the “"Most Recent Balance Sheet”") and the related unaudited consolidated statements of operations, shareholders’ stockholders' equity and cash flow for the seven-twelve month period then ended (together with the Most Recent Balance Sheet, the “Synchrologic "Target Interim Financials”") and Synchrologic’s Target's audited consolidated balance sheet as of December 31, 20021999 and December 31, 1998 and the related audited consolidated statements of operations, shareholders’ stockholders' equity and cash flows for the year fiscal years ended December 31, 20021999 and December 31, respectively 1998 (collectivelytogether with the Target Interim Financials, collectively the “Synchrologic "Target Financial Statements”"). (b) The Synchrologic Target Financial Statements are in accordance with the books and records of Synchrologic Target and present fairly in all material respects, subject, in the case of the Synchrologic Interim Financials, subject to normal year-end adjustments (which will not be material individually or in the aggregate to Synchrologic approved by both Acquiror and its business)Target, the financial positioncondition, results of operations and cash flows of Synchrologic Target as of their historical dates and for the periods indicated. The Synchrologic Target Financial Statements have been prepared in accordance with generally accepted accounting principles applied on a basis consistent with prior periods. The reserves, subject toif any, reflected on the Target Financial Statements are adequate in the case light of the Synchrologic Interim Financials, normal year-end adjustments, and the absence of footnotes. Table of Contentscontingencies with respect to which they were made. (c) Synchrologic Target has no material debt, liability, or obligation of any nature, whether accrued, absolute, contingent, or otherwise, and whether due or to become due, including accrued expenses for payment of royalties and fees to owners of copyrights or other third parties collecting such amounts on behalf of such owners, that is not reflected or reserved against in the Most Recent Balance Sheet, except for those that are subject to normal year-end adjustments, or which may have been incurred after the date of the Most Recent Balance SheetSheet or that would not reasonably be required, in accordance with generally accepted accounting principles applied on a basis consistent with prior periods, to be included in a balance sheet or the notes thereto. Except as set forth on Schedule 3.4(c) of the Synchrologic Disclosure Schedules, all All debts, liabilities, and obligations incurred after the date of the Most Recent Balance Sheet, other than liabilities and obligations incurred in connection with the transactions contemplated by this Agreement, Sheet were incurred in the ordinary course of business and are not material both individually and in the aggregate to Synchrologic Target or its business.

Financial Statements; Absence of Undisclosed Liabilities. (a) Synchrologic has delivered to Pumatech copies of Synchrologic’s unaudited balance sheet as of July 31, 2003 (the “Most Recent Balance Sheet”) and the related unaudited The Shareholders have furnished TSA with audited combined financial statements of operationsRVS, shareholders’ equity RIS and cash flow Limited (which, for purposes of this Section 2.07 shall be referred to as "RVS") for the seven-month period then ended (together with the Most Recent Balance Sheet, the “Synchrologic Interim Financials”) and Synchrologic’s audited balance sheet as of December 31, 2002, and the related audited statements of operations, shareholders’ equity and cash flows for the year fiscal years ended December 31, 20021995 through 1996 together with unqualified reports thereof of Xxxxxxxx, respectively Xxxxxxx & Company, P.C., independent public accountants, and unaudited financial statements of RVS for the two (collectively2) months ended February 28, 1997. (Collectively, all such financial statements are hereinafter referred to as the “Synchrologic "RVS Financial Statements”" and the December 31, 1996 balance sheet is referred to herein as the "RVS Balance Sheet"). (b) The Synchrologic . Each of the balance sheets included in the RVS Financial Statements are in accordance with fairly presents the books combined financial position of RVS and records the combined statements of Synchrologic and income included therein fairly present fairly in all material respects, subject, in the case of the Synchrologic Interim Financials, to normal year-end adjustments (which will not be material individually or in the aggregate to Synchrologic and its business), the financial position, combined results of operations and cash flows of Synchrologic as of their historical dates and RVS for the periods indicated. The Synchrologic therein set forth, and all such financial statements included in the RVS Financial Statements have been prepared (including the related notes, where applicable) are in accordance with generally accepted accounting principles consistently applied on a basis consistent during the periods involved, except as disclosed in such RVS Financial Statements and with prior periodsno unusual business practices used to increase combined net income or combined equity. The books, subject torecords and accounts of RVS, in the case reasonable detail, accurately and fairly reflect transactions of RVS. RVS maintains a system of internal accounting controls reasonably sufficient to assure that transactions are executed in accordance with management's authorization and are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and permit access to assets only in accordance with management's authorization. (b) As of the Synchrologic Interim Financialsdate hereof, normal year-end adjustments, and the absence of footnotes. Table of Contents (ci) Synchrologic RVS has no material debt, liability, or obligation liabilities of any nature, whether accrued, absolute, contingent, contingent or otherwise, and whether due or to become due, that is which are of a nature required under generally accepted accounting principles to be reflected in a balance sheet or disclosed in the notes thereto, which are not reflected or reserved against in RVS Balance Sheet except as fully disclosed in the Most Recent Balance Sheetnotes thereto, except for those that are subject to normal year-end adjustmentsand, or which may have been incurred after the date of the Most Recent Balance Sheet. Except as (ii) all reserves set forth on Schedule 3.4(cthe RVS Balance Sheet including, without limitation, allowance for doubtful accounts were adequate in all material respects and (iii) of the Synchrologic Disclosure Schedules, there were no loss contingencies which were not in all debts, liabilities, and obligations incurred after the date of the Most Recent Balance Sheet, other than liabilities and obligations incurred in connection with the transactions contemplated by this Agreement, were incurred material respects adequately provided for in the ordinary course of business and are not material both individually and RVS Balance Sheet or disclosed in the aggregate to Synchrologic or its businessnotes thereto.

Financial Statements; Absence of Undisclosed Liabilities. (a) Synchrologic Target has delivered to Pumatech Acquiror copies of Synchrologic’s Target's unaudited balance sheet as of July 31April 30, 2003 1998 (the “Most Recent Balance Sheet”"MOST RECENT BALANCE SHEET") and the related unaudited statements of operations, shareholders’ equity stockholders' deficit and cash flow for the sevenfour-month period then then-ended and for the period from inception (August 31, 1995) to April 30, 1998 (together with the Most Recent Balance Sheet, the “Synchrologic Interim Financials”"TARGET INTERIM UNAUDITED FINANCIALS") and Synchrologic’s the audited balance sheet sheets as of December 31, 2002, 1996 and 1997 and the related audited statements of operations, shareholders’ stockholders' equity (deficit) and cash flows for the year years ended December 31, 20021996 and 1997 and for the period from inception (August 31, respectively 1995) to December 31, 1997, as audited by Xxxxxx Xxxxxxxx LLP, together with the report of Xxxxxx Xxxxxxxx LLP thereon (collectivelycollectively with the Target Interim Unaudited Financials, the “Synchrologic Financial Statements”"TARGET FINANCIAL STATEMENTS"). (b) The Synchrologic Target Financial Statements are complete and in accordance with the books and records of Synchrologic Target and present fairly in all material respects, subject, in the case of the Synchrologic Interim Financials, to normal year-end adjustments (which will not be material individually or in the aggregate to Synchrologic and its business), respects the financial position, results of operations and cash flows of Synchrologic Target as of their historical dates and for the periods indicated, except that the Target Interim Unaudited Financials are subject to normal and reasonable year-end adjustments and do not include footnotes. The Synchrologic Target Financial Statements have been prepared in accordance with generally accepted accounting principles applied on a basis consistent with prior periods, subject to, in periods (except as may be expressly indicated therein or on the case face of the Synchrologic Interim Financials, normal year-end adjustments, and the absence of footnotes. Table of Contentsschedules or notes to such Target Financial Statements). (c) Synchrologic Target has no material debt, liability, or obligation of any nature, whether accrued, absolute, contingent, or otherwise, and whether due or to become due, that is not reflected or reserved against in the Most Recent Balance Sheet, except for those that are subject to normal year-end adjustments, or which may have been incurred after the date of the Most Recent Balance Sheet. Except as set forth on Schedule 3.4(c) of the Synchrologic Target Disclosure SchedulesSchedule, all debts, liabilities, and obligations incurred after the date of the Most Recent Balance Sheet, other than liabilities and obligations incurred in connection with the transactions contemplated by this Agreement, Sheet were incurred in the ordinary course of business and are do not material both individually and in the aggregate to Synchrologic or its businessexceed $10,000 on an individual basis.

Financial Statements; Absence of Undisclosed Liabilities. (a) Synchrologic InfoGation has delivered to Pumatech BSQUARE copies of Synchrologic’s InfoGation's unaudited balance sheet as of July January 31, 2003 2002 (the “"Most Recent Balance Sheet”") and the related unaudited statements of operations, shareholders’ ' equity and cash flow flows for the seventen-month period then then-ended (together with the Most Recent Balance Sheet, the “Synchrologic "InfoGation Interim Financials”") and Synchrologic’s InfoGation's audited balance sheet sheets as of December March 31, 20022001, 2000, and 1999 and the related audited statements of operations, shareholders’ ' equity and cash flows for the year years ended December March 31, 20022001, 2000 and 1999, respectively (collectivelytogether with the InfoGation Interim Financials, the “Synchrologic "InfoGation Financial Statements”"). The InfoGation Financial Statements are attached as Schedule 3.4(a) of the InfoGation Disclosure Schedule. (b) The Synchrologic Other than as set forth on the InfoGation Disclosure Schedule, the InfoGation Financial Statements are were prepared in accordance with the books and records of Synchrologic InfoGation and present fairly in all material respects, subject, in the case of the Synchrologic Interim Financials, to normal year-end adjustments (which will not be material individually or in the aggregate to Synchrologic and its business), respects the financial position, results of operations and cash flows of Synchrologic InfoGation as of their historical dates and for the periods indicated, subject, in the case of the InfoGation Interim Financials, to normal year-end audit adjustments. The Synchrologic InfoGation Financial Statements have been prepared in accordance with generally accepted accounting principles applied on a basis consistent with prior periods, subject to, except to the extent required by changes in generally accepted accounting principles or as may be indicated in the case notes thereto and except to the extent that the InfoGation Interim Financials do not include footnotes that would be required by generally accepted accounting principles. The reserves, if any, reflected on the InfoGation Financial Statements are adequate in light of the Synchrologic Interim Financials, normal year-end adjustments, and the absence of footnotes. Table of Contentscontingencies with respect to which they were made. (c) Synchrologic InfoGation has no material debt, liability, liability or obligation of any nature, whether accrued, absolute, contingent, contingent or otherwise, and whether due or to become due, that is not reflected or reserved against in the Most Recent Balance Sheet, except for those that are subject would not reasonably be required, in accordance with generally accepted accounting principles applied on a basis consistent with prior periods, to normal year-end adjustments, be included in a balance sheet or which may have been incurred after the date of the Most Recent Balance Sheetnotes thereto. Except as set forth on Schedule 3.4(c) of the Synchrologic Disclosure Schedules, all All debts, liabilities, liabilities and obligations incurred after the date of the Most Recent Balance Sheet, other than liabilities and obligations incurred in connection with the transactions contemplated by this Agreement, Sheet were incurred in the ordinary course of business and are not material both either individually and or in the aggregate to Synchrologic InfoGation or its business.

Financial Statements; Absence of Undisclosed Liabilities. (a) Synchrologic Zanova has delivered to Pumatech Onvia copies of Synchrologic’s Zanova's unaudited balance sheet as of July March 31, 2003 2000 (the “"Most Recent Balance Sheet”") ------------------------- and the related unaudited statements of operations, shareholders’ equity and cash flow operations for the seventhree-month period then then-ended (together with the Most Recent Balance Sheet, the “Synchrologic "Zanova Interim Financials”") and Synchrologic’s ------------------------- Zanova's audited balance sheet sheets as of December 31, 20021999 and 1998, and the related audited statements of operations, shareholders’ stockholders' equity and cash flows for the year years ended December 31, 20021999 and 1998, respectively (collectivelytogether with the Zanova Interim Financials, the “Synchrologic "Zanova Financial Statements”").. --------------------------- (b) The Synchrologic Other than as set forth on the Zanova Disclosure Schedule, the Zanova Financial Statements are in accordance with the books and records of Synchrologic Zanova and present fairly in all material respects, subject, in the case of the Synchrologic Interim Financials, to normal year-end adjustments (which will not be material individually or in the aggregate to Synchrologic and its business), respects the financial position, results of operations and cash flows of Synchrologic Zanova as of their historical dates and for the periods indicated. The Synchrologic Zanova Financial Statements have been prepared in accordance with generally accepted accounting principles applied on a basis consistent with prior periods. The reserves, subject toif any, reflected on the Zanova Financial Statements are adequate in the case light of the Synchrologic Interim Financials, normal year-end adjustments, and the absence of footnotes. Table of Contentscontingencies with respect to which they were made. (c) Synchrologic Except as set forth in Schedule 3.4(c) of the Zanova Disclosure Schedule, Zanova has no material debt, liability, or obligation of any nature, whether accrued, absolute, contingent, or otherwise, and whether due or to become due, that is not reflected or reserved against in the Most Recent Balance Sheet, except for those that are subject to normal year-end adjustments, or which may have been incurred after the date of the Most Recent Balance SheetSheet or that would not reasonably be required, in accordance with generally accepted accounting principles applied on a basis consistent with prior periods, to be included in a balance sheet or the notes thereto. Except as set forth on Schedule 3.4(c) of the Synchrologic Disclosure Schedules, all All material debts, liabilities, and obligations incurred after the date of the Most Recent Balance Sheet, other than liabilities and obligations incurred in connection with the transactions contemplated by this Agreement, Sheet were incurred in the ordinary course of business and are not material both either individually and or in the aggregate to Synchrologic Zanova or its business.