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 draft audited balance sheet as of December 31, 1998 (the "Most Recent Balance Sheet") and draft audited statements of operations, stockholders' equity and cash flow for the period since inception then-ended (collectively, with the Most Recent Balance Sheet, the "Target Financial Statements"). (b) The Target Financial Statements are complete and in accordance with the books and records of Target and present fairly in all material respects the financial position, results of operations and cash flows of Target as of their historical dates and for the periods indicated. The Target Financial Statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods indicated and with each other. The reserves, if any, reflected on the Target Financial Statements are believed by management to be adequate in light of the contingencies with respect to which they were made. (c) Target has no 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 may have been incurred after the date of the Most Recent Balance Sheet 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. All debts, liabilities, and obligations incurred after the date of the Most Recent Balance Sheet were incurred in the ordinary course of business (except for liabilities or obligations incurred in connection with the transaction contemplated by this Agreement), and are usual and normal in amount and do not exceed $50,000 individually or $250,000 in aggregate.

Financial Statements; Absence of Undisclosed Liabilities. (a) Schedule 3.5 of the Target has delivered to Acquiror copies Disclosure Schedule contains a true, correct and complete copy of Target's draft audited balance sheet as of ’s unaudited financial statements for the fiscal years ended December 31, 1998 2000 and 2001 (the "Most Recent Balance Sheet"balance sheet, statement of operations and statement of cash flows) and draft audited statements of operations, stockholders' equity and cash flow for the period since inception then-ended (collectively, with the Most Recent Balance Sheet, the "“Target Financial Statements"”). (b) The Target Financial Statements are complete and in accordance with the books and records of Target and present fairly in all material respects the financial position, results of operations and cash flows of Target as of their historical dates and for the periods indicated. The Target Financial Statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods indicated and with each other. The reserves, if any, reflected on the Target Financial Statements are believed by management to be adequate in light of the contingencies with respect to which they were made. (c) Target has delivered to Acquiror copies of Target’s balance sheet as of December 31, 2001 (the “Most Recent Balance Sheet”). (d) Target has no 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 SheetSheet (including any notes thereto), except for (i) those debts, liabilities and obligations that may have been incurred after the date of the Most Recent Balance Sheet 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 theretothereto and (ii) liabilities and obligations under Material Contracts (as defined in Section 3.12(d)) and Target Employee Plans (as defined in Section 3.10(a)) and incurred under contracts entered into after the date of Most Recent Balance Sheet. All Except as set forth in the Target Disclosure Schedule, all debts, liabilities, and obligations incurred after the date of the Most Recent Balance Sheet were incurred in the ordinary course of business (except for liabilities or obligations incurred in connection with the transaction contemplated by this Agreement), and are usual and normal in amount and do not exceed $50,000 10,000 individually or $250,000 50,000 in aggregate.

Financial Statements; Absence of Undisclosed Liabilities. (a) Target has delivered to Acquiror copies of (i) Target's draft audited unaudited balance sheet as of December 31April 30, 1998 1999 (the "Most Recent Balance Sheet") ), and draft audited the related statements of operations, stockholders' equity and cash flow operations for the four-month period since inception then-then ended, and (ii) unaudited balance sheets as of December 31, 1998 and 1997, and the related unaudited statements of operations for the fiscal years ended December 31, 1998 and 1997 and the related unaudited statement of cash flows for the fiscal year ended December 31 1998, respectively (collectively, with the Most Recent Balance Sheet, the "Target Financial Statements"). (b) The Target Financial Statements are complete and in accordance with the books and records of Target and present fairly in all material respects the financial position, results of operations and cash flows of Target as of their historical dates and for the periods indicated. The Except as disclosed on Schedule 3.4 of the Target Disclosure Schedule, the Target Financial Statements have been prepared in accordance with generally accepted accounting principles applied on a basis consistent basis throughout the periods indicated and with each otherprior periods. The reserves, if any, reflected on the Target Financial Statements are believed by management to be adequate in light of the contingencies with respect to which they were made. (c) Target has no 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 may have been incurred after the date of the Most Recent Balance Sheet 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. All debts, liabilities, and obligations incurred after the date of the Most Recent Balance Sheet were incurred in the ordinary course of business (except for liabilities or obligations incurred in connection with the transaction contemplated by this Agreement), and are usual not material both individually and normal in amount and do not exceed $50,000 individually the aggregate to Target or $250,000 in aggregateits business.

Financial Statements; Absence of Undisclosed Liabilities. (a) Target has delivered to Acquiror copies of Target's draft audited consolidated balance sheet sheets as of December 31, 1998 2000 (the "Most Recent Balance Sheet") ), and draft the related audited consolidated statements of operations, stockholders' equity and cash flow flows for the year ended December 31, 2000, respectively and Target's unaudited consolidated balance sheets and consolidated statements of operations, stockholder'' equity and cash flows for the two month period since inception then-ended February 28, 2001 (collectively, together with the Most Recent Balance Sheet, the "Target Financial Statements"). (b) The Target Financial Statements are complete and in accordance with the books and records of Target and its Subsidiaries and present fairly in all material respects respects, subject to adjustments approved by both Acquiror and Target, the financial position, results of operations and cash flows of Target and its Subsidiaries as of their historical dates and for the periods indicated. The Target Financial Statements have been prepared in accordance with generally accepted accounting principles ("GAAP") (except that unaudited financial statements do not have notes thereto and may be subject to ordinary year-end adjustments) applied on a basis consistent basis throughout the periods indicated and with each otherprior periods. The reserves, if any, reflected on the Target Financial Statements are believed by management to be were adequate in light of the contingencies with respect to which they were mademade at the date of such financial statements. (c) To the Knowledge of Target, neither Target nor any Subsidiary has no any 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 may have been incurred after the date of the Most Recent Balance Sheet or that would not reasonably be requiredSheet. To the Knowledge of Target, 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. All all debts, liabilities, and obligations incurred after the date of the Most Recent Balance Sheet were incurred in the ordinary course of business (except for liabilities or obligations incurred in connection with the transaction contemplated by this Agreement), and are usual not material both individually and normal in amount and do not exceed $50,000 individually the aggregate to Target or $250,000 in aggregateits Subsidiaries or their respective businesses.

Financial Statements; Absence of Undisclosed Liabilities. (a) Target has delivered to Acquiror copies of Target's draft audited (i) unaudited balance sheet as of April 30, 1999 (the "MOST RECENT BALANCE SHEET"), and statement of income for the one-month period then-ended; (ii) the unaudited balance sheets and unaudited statement of income as of and for the three month period ended March 31, 1999; and (iii) the unaudited balance sheet and statement of income as of and for the year ended December 31, 1998 (the "Most Recent Balance Sheet") and draft audited statements of operations, stockholders' equity and cash flow for the period since inception then-ended (collectively, with the Most Recent Balance Sheet, the "Target Financial StatementsTARGET FINANCIAL STATEMENTS"). (b) The Target Financial Statements are complete and in accordance with the books and records of Target and present fairly in all material respects the financial position, results of operations and cash flows of Target as of their historical dates and for the periods indicated. The Target Financial Statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods indicated and with each other. The reserves, if any, reflected on the Target Financial Statements are believed by management to be adequate in light of the contingencies with respect to which they were made. (c) Except as set forth on the Target Disclosure Schedule, Target has no 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 may have been incurred after the date of the Most Recent Balance Sheet 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. All Except as set forth on the Target Disclosure Schedule, all debts, liabilities, and obligations incurred after the date of the Most Recent Balance Sheet were incurred in the ordinary course of business (except for liabilities or obligations incurred in connection with the transaction contemplated by this Agreement), and are usual not material both individually and normal in amount and do not exceed $50,000 individually the aggregate to Target or $250,000 in aggregateits business.

Financial Statements; Absence of Undisclosed Liabilities. (a) Target has delivered to Acquiror copies of Target's draft audited unaudited consolidated balance sheet as of December 31April 30, 1998 2000 (the "Most Recent Balance Sheet") and draft audited the related unaudited consolidated statements of operations, stockholders' equity and cash flow for the three month period since inception then-then ended (collectively, together with the Most Recent Balance Sheet, the "Target Interim Financials") and Target's audited consolidated balance sheet as of July 31, 1999 and January 31, 2000, and the related audited consolidated statements of operations, stockholders' equity and cash flows for the fiscal year ended July 31, 1999 and the six months ended January 31, 2000, respectively (collectively, the "Target Financial Statements"). (b) The Other than as set forth on Schedule 3.4 of the Target Disclosure Schedule, the Target Financial Statements are complete and in accordance with the books and records of Target and present fairly in all material respects respects, subject to adjustments approved by both Acquiror and Target, the financial position, results of operations and cash flows of Target as of their historical dates and for the periods indicated. The Target Financial Statements have been prepared in accordance with generally accepted accounting principles applied on a basis consistent basis throughout the periods indicated and with each otherprior periods. The reserves, if any, reflected on the Target Financial Statements are believed by management to be adequate in light of the contingencies with respect to which they were made. (c) 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 may have been incurred after the date of the Most Recent Balance Sheet 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. All debts, liabilities, and obligations incurred after the date of the Most Recent Balance Sheet were incurred in the ordinary course of business (except for liabilities or obligations incurred in connection with the transaction contemplated by this Agreement), and are usual not material both individually and normal in amount and do not exceed $50,000 individually the aggregate to Target or $250,000 in aggregateits business.