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

Financial Statements; Absence of Undisclosed Liabilities. (a) Preview has furnished Portland with the audited balance sheet of Preview as of December 31, 1997, and the related audited statements of operations, cash flows and changes in stockholders' equity for the year ended December 31, 1997, and the unaudited balance sheet of Preview as of March 31, 1998, and the related statements of operations, cash flows and changes in stockholders' equity for the three-month period ended March 31, 1998 (the "Preview Financial Statements"). All of such financial statements, including the notes thereto, (i) are in accordance with the respective books of Preview; (ii) have been prepared in accordance with GAAP consistently applied throughout the periods involved except that the unaudited financial statements do not contain footnotes; (iii) present fairly the financial position of Preview as of the respective dates thereof and the results of operations and cash flows of Preview for the respective periods indicated; and (iv) do not reflect any material items of nonrecurring income except as stated therein. (b) Preview has no liabilities of any nature, whether accrued, absolute, contingent or otherwise, and whether due or to become due, that would be required to be reflected in a balance sheet, or in the notes thereto, prepared in accordance with GAAP that were not disclosed or provided for in the Preview Financial Statements or the notes thereto other than liabilities incurred since March 31, 1998, which were incurred in the ordinary course of business and are not individually or in the aggregate, material to Preview's business. All reserves set forth on the Preview Financial Statements or the notes thereto are adequate. There are no material loss contingencies (as such term is used in Statement of Financial Accounting Standards No. 5) that are not adequately provided for in the Preview Financial Statements or reflected in the notes thereto.

Financial Statements; Absence of Undisclosed Liabilities. (a) Preview NCI has furnished Portland NAVIO with the audited balance sheet of Preview NCI as of December 31February 28, 1997, and the related audited statements of operations, operations and cash flows and changes in stockholders' equity for the year ended December 31, 1997, and the unaudited balance sheet of Preview as of March 31, 1998, and the related statements of operations, cash flows and changes in stockholders' equity for the threetwo-month period ended March 31February 28, 1998 1997 (the "Preview Financial StatementsNCI FINANCIAL STATEMENTS"). All of such financial statements, including the notes thereto, (i) are in accordance with the respective books of PreviewNCI; (ii) have been prepared in accordance with GAAP consistently applied throughout the periods involved except that the unaudited financial statements do not contain footnotesGAAP; (iii) present fairly the financial position of Preview NCI as of the respective dates date thereof and the results of operations and cash flows of Preview NCI for the respective periods indicatedperiod indicated therein; and (iv) do not reflect any material items of nonrecurring income except as stated therein. (b) Preview NCI has no liabilities of any nature, whether accrued, absolute, contingent or otherwise, and whether due or to become due, that would be required to be reflected in a balance sheet, or in the notes thereto, prepared in accordance with GAAP that were not disclosed or provided for in the Preview NCI Financial Statements or the notes thereto other than liabilities incurred since March 31February 28, 19981997, which were incurred in the ordinary course of business and are not individually or in the aggregate, material to PreviewNCI's businessBusiness. All reserves set forth on the Preview NCI Financial Statements or the notes thereto are were adequate. There are no material loss contingencies (as such term is used in Statement of Financial Accounting Standards No. 5) that are were not adequately provided for in the Preview NCI Financial Statements or reflected in the notes thereto.

Financial Statements; Absence of Undisclosed Liabilities. (a) Preview Portland has furnished Portland Preview with the audited balance sheet of Preview Portland as of December 31, 1997, and the related audited statements of operations, cash flows and changes in stockholders' equity for the year ended December 31, 1997, and the unaudited balance sheet of Preview Portland as of March 31, 1998, and the related statements of operations, cash flows and changes in stockholders' equity for the three-month period ended March 31, 1998 (the "Preview Portland Financial Statements"). All of such financial statements, including the notes thereto, (i) are in accordance with the respective books of PreviewPortland; (ii) have been prepared in accordance with GAAP generally accepted accounting principles ("GAAP") consistently applied throughout the periods involved except that the unaudited financial statements do not contain footnotes; (iii) present fairly the financial position of Preview Portland as of the respective dates thereof and the results of operations and cash flows of Preview Portland for the respective periods indicatedindicated therein; and (iv) do not reflect any material items of nonrecurring income except as stated therein. (b) Preview Portland has no liabilities of any nature, whether accrued, absolute, contingent or otherwise, and whether due or to become due, that would be required to be reflected in a balance sheet, or in the notes thereto, prepared in accordance with GAAP that were not disclosed or provided for in the Preview Portland Financial Statements or the notes thereto other than liabilities incurred since March 31, 1998, which were incurred in the ordinary course of business and are not individually or in the aggregate, material to PreviewPortland's business. All reserves set forth on the Preview Portland Financial Statements or the notes thereto are adequate. There are no material loss contingencies (as such term is used in Statement of Financial Accounting Standards No. 5) that are not adequately provided for in the Preview Portland Financial Statements or reflected in the notes thereto.

Financial Statements; Absence of Undisclosed Liabilities. (a) Preview NAVIO has furnished Portland NCI with the audited balance sheet of Preview NAVIO as of December 31, 19971996, and the related audited statements of operations, cash flows and changes in stockholders' equity for the year ended December 31, 19971996, and the unaudited balance sheet of Preview NAVIO as of March 31February 28, 19981997, and the related statements of operations, cash flows and changes in stockholders' equity for the threetwo-month period ended March 31February 28, 1998 1997 (the "Preview Financial StatementsNAVIO FINANCIAL STATEMENTS"). All of such financial statements, including the notes thereto, (i) are in accordance with the respective books of PreviewNAVIO; (ii) have been prepared in accordance with GAAP generally accepted accounting principles ("GAAP") consistently applied throughout the periods involved except that the unaudited financial statements do not contain footnotesinvolved; (iii) present fairly the financial position of Preview NAVIO as of the respective dates thereof and the results of operations and cash flows of Preview NAVIO for the respective periods indicatedindicated therein; and (iv) do not reflect any material items of nonrecurring income except as stated therein. (b) Preview NAVIO has no liabilities of any nature, whether accrued, absolute, contingent or otherwise, and whether due or to become due, that would be required to be reflected in a balance sheet, or in the notes thereto, prepared in accordance with GAAP that were not disclosed or provided for in the Preview NAVIO Financial Statements or the notes thereto other than liabilities incurred since March 31February 28, 19981997, which were incurred in the ordinary course of business and are not individually or in the aggregate, material to PreviewNAVIO's businessBusiness. All reserves set forth on the Preview NAVIO Financial Statements or the notes thereto are were adequate. There are no material loss contingencies (as such term is used in Statement of Financial Accounting Standards No. 5) that are were not adequately provided for in the Preview NAVIO Financial Statements or reflected in the notes thereto.

Financial Statements; Absence of Undisclosed Liabilities. (a) Preview Terradatum has furnished Portland HomeSeekers with the audited balance sheet sheets of Preview Terradatum as of December 31, 1997, and the related audited statements of operations, cash flows and changes in stockholders' equity for the year ended December 31, 1997, and the unaudited balance sheet of Preview as of March 31, 1998, and the related statements of operations, cash flows and changes in stockholdersmembers' equity for the three-period ended December 31, 1999, together with the notes thereto, and the unaudited balance sheet and related statements of operations, cash flows and changes in members' equity for the seven month period ended March July 31, 1998 1999 (collectively, the "Preview Terradatum Financial Statements"). All of such financial statementsTerradatum Financial Statements, including the notes thereto, (i) are in accordance with the respective books of PreviewTerradatum; (ii) have been prepared in accordance with GAAP generally accepted accounting principles consistently applied throughout the periods involved except that the unaudited financial statements do not contain footnotesinvolved; (iii) present fairly the financial position of Preview Terradatum as of the respective dates thereof and the results of operations and cash flows of Preview Terradatum for the respective periods indicatedindicated therein; and (iv) do not reflect any material items of nonrecurring income except as stated therein. During the one-year period ended December 31, 1998, there has been no change in Terradatum's accounting principles, methods or policies, except as described in the notes to Terradatum Financial Statements and except that the unaudited interim financial statements (A) are subject to normal year-end audit adjustments which are not expected to be material in the aggregate and (B) do not include footnotes. (b) Preview Terradatum has no liabilities of any nature, whether accrued, absolute, contingent or otherwise, except for claims not in any way known to Terradatum, and whether due or to become due, that would be required to be reflected in a balance sheet, or in the notes thereto, prepared in accordance with GAAP that which were not disclosed or provided for in the Preview Terradatum 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 March December 31, 1998, which were incurred in the ordinary course of business and are not individually or in the aggregate, material to PreviewTerradatum's businessBusiness. All reserves set forth on To the Preview Financial Statements or the notes thereto are adequate. There knowledge of Terradatum, there are no material loss contingencies (as such term is used in Statement of Financial Accounting Standards No. 5) that are which were not adequately provided for in the Preview Terradatum Financial Statements or reflected in the notes thereto. (c) To the Knowledge of Terradatum and the Members, the accounts receivable of Terradatum shown on the Terradatum Financial Statements at December 31, 1998 are collectible in the ordinary and usual course of business, and are not subject to any defense or right of set-off that may be asserted or any claim of set-off that may be made, other than as reflected in the allowance for doubtful accounts shown on the balance sheet contained in the Terradatum Financial Statements at December 31, 1998. The reserve for doubtful accounts is adequate, and the values at which accounts receivable are carried on such December 31, 1998 balance sheet reflect the policies of Terradatum consistent with Terradatum's past practice and are in accordance with generally accepted accounting principles applied on a consistent basis.

Financial Statements; Absence of Undisclosed Liabilities. PURCHASE AND SALE AGREEMENT (a) Preview has furnished Portland with The (i) reviewed, but unaudited, consolidated financial statements for each of the audited balance sheet of Preview as of December 31, 1997, and the related audited statements of operations, cash flows and changes in stockholders' equity for the year two (2) years ended December 31, 19972009 and 2010 (attached hereto as Schedules 3.5(a)(1) and 3.5(a)(2), respectively) (the “Reviewed Financial Statements”), and the (ii) unaudited balance sheet of Preview as of March 31, 1998, and the related interim consolidated financial statements of operations, cash flows and changes in stockholders' equity for the three-month period three (3) months ended March 31, 1998 2011 (attached hereto as Schedule 3.5(a)(3)) (the "Preview “March 31 Financial Statements"). All ” and, together with the Reviewed Financial Statements, the “Financial Statements”) of such financial statements, the Companies (including the notes thereto), (i) are in accordance with the respective books of Preview; (ii) have been were prepared in accordance with GAAP consistently applied throughout the periods involved (except that as may be indicated therein or in the unaudited financial statements do not contain notes thereto and, in the case of the March 31 Financial Statements, except for the treatment of deferred income taxes, normal year-end adjustments and the absence of footnotes; (iii) and accurately and fairly present fairly in all material respects the consolidated financial position of Preview the Companies as of at the respective dates thereof and the results of its operations and cash flows of Preview for the respective periods indicated; then ended (except, in the case of the Unaudited Financial Statements, for normal year-end adjustments and (iv) do not reflect any material items the absence of nonrecurring income except as stated thereinfootnotes). (b) Preview has no Except as set forth in Schedule 3.5(b), the Companies do not have any material liabilities of any naturekind whatsoever, whether accrued, contingent, absolute, contingent determined, determinable or otherwise, and whether due except for liabilities (i) disclosed in, provided for, adequately reflected in, reserved against or to become dueotherwise described in the Financial Statements (including in any notes thereto) or that are or will be included in the calculations of Net Working Capital, that would be (ii) under any Material Contract (or a Contract not required to be reflected disclosed on Schedule 3.17 to avoid a breach of Section 3.17) or under any of the Companies’ Employee Plans or otherwise disclosed in a balance sheetor contemplated by this Agreement, including any Schedules thereto, (iii) that have arisen in the Ordinary Course since the March 31, 2011, (iv) under the Transaction Documents or in connection with the Transactions, or (v) existing as of March 31, 2011 that would not have been required to be disclosed in, provided for, reflected in, reserved against or otherwise described in the Financial Statements (including in any notes thereto, prepared ) in accordance with GAAP that were not disclosed or provided for GAAP. For purposes of this Section 3.5(b) only, “material liabilities” shall mean liabilities of the Companies in the Preview Financial Statements or the notes thereto other than liabilities incurred since March 31, 1998, which were incurred in the ordinary course excess of business and are not individually or $1,800,000 in the aggregate, material to Preview's business. All reserves set forth on the Preview Financial Statements or the notes thereto are adequate. There are no material loss contingencies (as such term is used in Statement of Financial Accounting Standards No. 5) that are not adequately provided for in the Preview Financial Statements or reflected in the notes thereto.

Financial Statements; Absence of Undisclosed Liabilities. (a) Preview The Seller has furnished Portland the Buyer with the audited balance sheet of Preview the Company as of December August 31, 1997, 1998 and the related audited statements of income, retained earnings and cash flows for the 12-month period then ended, including the notes thereto (the "Audited Financial Statements"), and the unaudited balance sheets of the Company as of December 31, 1998 and December 31, 1999 and the related unaudited statements of income for the periods then ended, (the "Unaudited Financial Statements," and together with the Audited Financial Statements, the "Financial Statements"). The Unaudited Financial Statements are attached hereto as Exhibit 2.7. The Financial Statements fairly present, in all material respects, the financial position, results of its operations, cash flows and changes in stockholdersStockholders' equity and cash flow of the Company as of the respective dates and for the periods referred to in such financial statements and have been prepared in accordance with GAAP applied on a consistent basis throughout the periods involved, except that the unaudited financial statements for the year ended December 31, 19971999 are subject to non-material audit adjustments. Except as and to the extent reserved against on the Unaudited Financial Statements or as shown in Section 2.7 of the Disclosure Schedule, and the unaudited balance sheet of Preview as of March December 31, 19981999, the Company had no material liabilities or obligations, whether known or unknown and the related statements of operationswhether absolute, cash flows and changes in stockholders' equity for the three-month period ended March accrued, contingent, or otherwise. Since December 31, 1998 (1999, the "Preview Financial Statements"). All of such financial statements, including the notes thereto, (i) are in accordance with the respective books of Preview; (ii) have been prepared in accordance with GAAP consistently applied throughout the periods involved except that the unaudited financial statements do Company has not contain footnotes; (iii) present fairly the financial position of Preview as of the respective dates thereof and the results of operations and cash flows of Preview for the respective periods indicated; and (iv) do not reflect incurred any material items of nonrecurring income except as stated therein. (b) Preview has no liabilities of any natureor obligations, whether absolute, accrued, absolute, contingent or otherwise, except for liabilities and whether due or to become due, that would be required to be reflected in a balance sheet, or obligations incurred by the Company in the notes thereto, prepared in accordance with GAAP that were not disclosed or provided for in the Preview Financial Statements or the notes thereto other than liabilities incurred since March 31, 1998, which were incurred in the ordinary course of business and are not individually or in the aggregate, material to Preview's business. All reserves set forth on the Preview Financial Statements or the notes thereto are adequate. There are no material loss contingencies (as such term is used in Statement of Financial Accounting Standards No. 5) that are not adequately provided for in the Preview Financial Statements or reflected in the notes thereto.Ordinary Course of

Financial Statements; Absence of Undisclosed Liabilities. (a) Preview TJX has furnished Portland with to Buyer (i) the consolidated audited balance sheet financial statements of Preview the Division as of December 31and for the year ended January 27, 19971996, and including the related audited statements of operations, statements of cash flows and changes in stockholders' equity balance sheets including the operating results of Seller and CDM; and (ii) the unaudited financial statements of the Division as of and for the year twenty-six weeks ended December 31July 27, 19971996, and including the unaudited balance sheet of Preview as of March 31, 1998, and the related statements of operations, statements of cash flows and changes in stockholders' equity for balance sheets including the three-month period ended March 31, 1998 operating results of Seller and CDM (the "Preview Financial Statements"). All of such financial statements, including the notes thereto, (i) are in accordance with the respective books of Preview; (ii) The Financial Statements have been prepared in accordance with GAAP consistently generally accepted accounting principles applied throughout and, in the periods involved except that case of the unaudited financial statements do not contain footnotes; (iii) statements, consistently with the audited financial statements, except for changes expressly noted therein, and present fairly fairly, in all material respects, the consolidated financial position of Preview as of the respective dates thereof and the results of operations and cash flows of Preview the Division as of the dates and for the respective periods indicated; covered thereby, subject, in the case of interim financials, to the absence of footnotes and (iv) do not reflect any material items of nonrecurring income except as stated thereinto customary year-end audit adjustments. (b) Preview has no Immediately prior to the Closing, the Division will not have any liabilities or obligations of any nature, whether accrued, absolute, contingent or otherwise, and whether due or to become due, that would be a nature required by generally accepted accounting principles to be reflected in on a balance sheet, sheet or in the notes thereto, prepared except in accordance with GAAP that were not disclosed or provided each case (i) for in the Preview Financial Statements or the notes thereto other than liabilities incurred since March 31, 1998, which were incurred in the ordinary course of business after July 27, 1996 and are not individually required to be reflected on a balance sheet, (ii) as set forth or reflected in the aggregate, material to Preview's business. All reserves set forth on the Preview Financial Statements or the notes thereto are adequate. There are no material loss contingencies Seller Net Assets Statement (as such term is used in Statement of Financial Accounting Standards No. 5) that are not adequately provided for in the Preview Financial Statements or reflected described in the notes thereto) or (iii) as disclosed in the Schedule 2.3 hereto or as expressly contemplated ------------ in this Agreement.