Common use of Financial Statements and Condition Clause in Contracts

Financial Statements and Condition. (a) Company has prepared the audited consolidated balance sheets of Company and the Company Subsidiaries as of the end of the fiscal periods ending February 28, 1997, December 31, 1997, December 31, 1998 and December 31, 1999 (collectively, the "Company Audited Balance Sheet") and the audited consolidated statements of income, Company's and the Company Subsidiaries' equity and changes in financial position for each of such fiscal years in each case audited by Ernst & Young LLP, the Company's independent public accountants, in accordance with generally accepted auditing standards (other than the report and notes thereto in the case of the fiscal period ending December 31, 1999) and accompanied by the related report of Ernst & Young LLP (such balance sheets and such consolidated statements of income, Company's equity and changes in financial position are hereinafter referred to collectively as the "Company Financial Statement"). A true and complete copy of the Company Financial Statement has been delivered to Acquiror and is attached as an exhibit to, and constitutes an integral part of, the Company Disclosure Letter. (b) The Company Financial Statement, including, without limitation, the notes thereto (other than the notes to the December 31, 1999 financial statement which will be provided to Acquiror prior to the Effective Time), (i) has been prepared in accordance with the books and records of Company and its Subsidiaries and (ii) presents fairly in all material respects the consolidated financial position of Company and its Subsidiaries at the respective dates thereof and their consolidated results of operations and cash flows for the periods indicated, in accordance with GAAP applied throughout the periods involved (except as noted therein).

Financial Statements and Condition. (a) Company Prior to the execution of this Agreement, Seller has prepared delivered to Buyer true and complete copies of the audited consolidated following financial statements (the "Financial Statements"): (i) the unaudited condensed combined balance sheets sheet of the Company and the Company Subsidiaries its consolidated subsidiaries as of the end of the fiscal periods ending February 28, 1997, December 31, 1997, December March 31, 1998 and December 31, 1999 (collectively, the "Company Audited Balance Sheet") and the related unaudited condensed statement of combined earnings for the portion of the fiscal year then ended then ended; and (ii) the audited combined balance sheets of the Company and its consolidated statements subsidiaries as of incomeSeptember 30, Company's 1996 and 1997 and the Company Subsidiariesrelated audited statement of earnings, shareholders' equity and changes in financial position cash flows for each of such the fiscal years in each case audited by Ernst & Young LLPthen ended, the Company's independent public accountants, in accordance together with generally accepted auditing standards (other than the report and notes thereto in the case of the fiscal period ending December 31, 1999) and accompanied by the related report of Ernst & Young LLP (such balance sheets and such consolidated statements of income, Company's equity and changes in financial position are hereinafter referred to collectively as the "Company Financial Statement"). A a true and complete correct copy of the Company report on such audited information by Deloitte & Touche LLP. Except as set forth in any notes thereto, all such Financial Statement has been delivered to Acquiror and is attached as an exhibit to, and constitutes an integral part of, the Company Disclosure Letter. Statements (b) The Company Financial Statement, including, without limitation, including the notes thereto (other than the notes to the December 31, 1999 financial statement which will be provided to Acquiror prior to the Effective Time), (ithereto) has been were prepared in accordance with the books United States generally accepted accounting principles ("GAAP") and records of Company and its Subsidiaries and (ii) presents fairly present in all material respects the consolidated financial position of Company and its Subsidiaries at the respective dates thereof and their consolidated results of operations and cash flows of the Company and its consolidated subsidiaries, as of the respective dates thereof and for the respective periods indicatedcovered thereby, subject, in accordance with GAAP applied throughout the periods involved case of interim statements (except which do not contain any notes), to normal year-end adjustments. (b) Except for the transactions contemplated hereby (including the transactions related to the Financing), since March 31, 1998, the business of the Company has been operated in all material respects in the ordinary course and there has not been any material adverse change in the business, assets, results of operations or financial condition of the Company and its subsidiaries, taken as noted therein)a whole.

Financial Statements and Condition. (a) Company has prepared the audited consolidated balance sheets of Company and the Company Subsidiaries as of the end of the fiscal periods year ending February 28, in each of 1997, December 311998, 1997, December 31, 1998 and December 31, 1999 (collectively, the "Company Audited Balance Sheet") and the audited consolidated statements of income, CompanySeller's and the Company Subsidiaries' equity and changes in financial position for each of such fiscal years in each case audited by Ernst & Young LLP, the Company's independent public accountants, in accordance with generally accepted auditing standards (other than the report and notes thereto in the case of the fiscal period ending December 31, 1999) and accompanied by the related report of Ernst & Young LLP (such balance sheets The Company Balance Sheet and such consolidated statements of income, Company's equity and changes in financial position are hereinafter referred to collectively as the "Company Financial Statement"). A true and complete copy of the Company Financial Statement has been delivered to Acquiror and is attached as an exhibit to, and constitutes an integral part of, the Company Disclosure Letter. (b) The Company Financial Statement, including, without limitation, the notes thereto (other than the notes to the December 31, 1999 financial statement which will be provided to Acquiror prior to the Effective Time)thereto, (i) has been prepared in accordance with the books and records of Company and its Subsidiaries and (ii) presents fairly in all material respects the consolidated financial position of Company and its Subsidiaries at the respective dates thereof and their consolidated results of operations and cash flows applied on a basis consistent with prior accounting periods. (c) Company does not expect any year-end audit adjustments for the periods indicatedcurrent fiscal year ending June 30, in accordance with GAAP applied throughout 2000. To the periods involved (except as noted therein)knowledge of Company, there are no anticipated material charges or write-offs of a non-recurring nature for the fiscal year ending June 30, 2000.