Common use of FINANCIAL STATEMENTS AND OTHER INFORMATION; FINANCIAL CONDITION Clause in Contracts

FINANCIAL STATEMENTS AND OTHER INFORMATION; FINANCIAL CONDITION. (a) The Company has furnished to you complete and accurate copies of consolidated financial statements of the Company and its Subsidiaries for the Fiscal Year ended December 31, 1996, including the consolidated balance sheet of the Company and its Subsidiaries as of the end of such Fiscal Year and the consolidated statements of income, stockholders' equity and cash flows of the Company and its Subsidiaries for such Fiscal Year (the financial statements of the Company and its Subsidiaries and other information referred to in this ss.2.4 being referred to as the "Financial Statements"). The Financial Statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the respective periods, except as noted in the Offering Memorandum. The Financial Statements so provided are a complete copy of such Financial Statements and present fairly in all material respects the consolidated financial position of the Company and its Subsidiaries as of such dates and the results of their operations and cash flows, as the case may be, for such periods. Neither the Company nor any of its Subsidiaries has any material obligation or liability, individually or in the aggregate, of the nature required to be disclosed on a balance sheet prepared in accordance with generally accepted accounting principles that is not disclosed by the Financial Statements referred to above, except as noted in the Offering Memorandum. Item 2.4(a) of Schedule II hereto sets forth a complete and correct list of (i) all outstanding Indebtedness of the Company or any of its Subsidiaries in excess of $500,000, (ii) all bank facilities and revolving credit agreements the aggregate amount available under which is in excess of $500,000 and (iii) the aggregate amount of all other outstanding Indebtedness of the Company or any of its Subsidiaries.

FINANCIAL STATEMENTS AND OTHER INFORMATION; FINANCIAL CONDITION. (a) The Company has furnished to you complete and accurate copies of the consolidated financial statements of the Company and its Subsidiaries Subsidiary for the Fiscal Year Years ended December July 31, 1995 and 1996, including the consolidated audited balance sheet of the Company and its Subsidiaries as of the end of such Fiscal Year and the sheets, consolidated statements of income, stockholders' equity consolidated statements of shareholders equity, and consolidated statements of cash flows flows, together with the opinions thereon of the Company and its Subsidiaries for Ernst & Young, independent certified public accountants (such Fiscal Year (the financial statements of the Company and its Subsidiaries and other information referred to in this ss.2.4 being are hereinafter referred to as the "Financial Statements"). The Financial Statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the respective periods, except as noted in the Offering Memorandum. The Financial Statements so provided are a correct and complete copy of such Financial Statements copies thereof, and fairly present fairly in all material respects in accordance with generally accepted accounting principles the consolidated financial position of the Company and its Subsidiaries Subsidiary as of such the respective dates of the balance sheets included therein and the results of their operations of the Company and its Subsidiary for the respective periods covered by the statements of income and cash flows, as the case may be, for such periods. Neither the Company nor any of its Subsidiaries Subsidiary has any material obligation or liabilityliability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or not due) which, either individually or in the aggregate, of would be material to the nature required to be disclosed on a balance sheet prepared in accordance with generally accepted accounting principles Company or its Subsidiary that is not disclosed by the Financial Statements referred to aboveother than liabilities incurred since July 31, except as noted 1996 in the Offering Memorandum. Item 2.4(a) ordinary course of Schedule II hereto sets forth a complete and correct list of (i) all outstanding Indebtedness business which in the aggregate have no material adverse effect on the financial condition of the Company or any on the conduct of its Subsidiaries in excess business. The Company does not know of $500,000, (ii) all bank facilities and revolving credit agreements any basis for the aggregate amount available under which is in excess of $500,000 and (iii) the aggregate amount of all other outstanding Indebtedness of assertion against the Company or its Subsidiary of any liability or obligation of any nature whatsoever that is not disclosed in the Financial Statements which, either individually or in the aggregate, would be material to the Company and its SubsidiariesSubsidiary, taken as a whole.

FINANCIAL STATEMENTS AND OTHER INFORMATION; FINANCIAL CONDITION. (a) The Company has furnished delivered to you complete and accurate copies of the Purchaser (i) consolidated financial statements of the Parent, the Company and its Subsidiaries the Subsidiary for the Fiscal Year Years ended December July 31, 19962000 and 2001, including the consolidated audited balance sheet of the Company and its Subsidiaries as of the end of such Fiscal Year and the sheets, consolidated statements of income, stockholders' equity consolidated statements of shareholders equity, and consolidated statements of cash flows, together with the opinions thereon of Ernst & Young LLP, independent certified public accountants, and (ii) unaudited balance sheets, consolidated statements of income, consolidated statements of shareholders equity, and consolidated statements of cash flows of the Company and its Subsidiaries for such Fiscal Year (the financial statements of the Parent, the Company and its Subsidiaries the Subsidiary as of and other information referred to in this ss.2.4 being for each Fiscal Quarter since July 31, 2001 (such financial statements, collectively, are hereinafter referred to as the "Financial Statements"). The Financial Statements have been prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis during the respective periods, except as noted in the Offering Memorandum. The Financial Statements so provided are a correct and complete copy of such Financial Statements copies thereof, and fairly present fairly in all material respects the consolidated financial position of the Parent, the Company and its Subsidiaries the Subsidiary as of such the respective dates of the balance sheets included therein and the results of their operations of the Parent, the Company and the Subsidiary for the respective periods covered by the statements of income and cash flows, as provided, however, that the case may beunaudited financial statements referred to in the foregoing clause (ii) lack footnotes and other presentation items and are subject to normal year-end adjustments in accordance with the ordinary course of business consistent with past practice, for such periods. Neither the Company nor any none of its Subsidiaries has any material obligation or liabilitywhich would, either individually or in the aggregate, be material to the Parent, the Company and the Subsidiary, taken as a whole. Except as set forth in the Financial Statements, neither the Parent, the Company nor the Subsidiary has any material obligation or liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or not due) which, either individually or in the nature required aggregate, would be material to be disclosed on a balance sheet prepared in accordance with generally accepted accounting principles the Parent, the Company or the Subsidiary that is not disclosed by the Financial Statements referred to aboveother than liabilities incurred since July 31, except as noted 2002 in the Offering Memorandum. Item 2.4(a) ordinary course of Schedule II hereto sets forth a complete and correct list of (i) all outstanding Indebtedness business which, either individually or in the aggregate, are not material to the financial condition of the Company or any on the conduct of its Subsidiaries in excess business. Neither the Parent nor the Company knows of $500,000any reasonable basis for the assertion against the Parent, (ii) all bank facilities and revolving credit agreements the aggregate amount available under which is in excess of $500,000 and (iii) the aggregate amount of all other outstanding Indebtedness of the Company or the Subsidiary of any liability or obligation of its Subsidiariesany nature whatsoever that would be required by GAAP to be disclosed in the Financial Statements that is not disclosed.

FINANCIAL STATEMENTS AND OTHER INFORMATION; FINANCIAL CONDITION. (a) The Company has furnished delivered to you complete and accurate copies of the Purchaser (i) consolidated financial statements of the Parent, the Company and its Subsidiaries the Subsidiary for the Fiscal Year Years ended December July 31, 19962000 and 2001, including the consolidated audited balance sheet of the Company and its Subsidiaries as of the end of such Fiscal Year and the sheets, consolidated statements of income, stockholders' equity consolidated statements of shareholders equity, and consolidated statements of cash flows, together with the opinions thereon of Ernst & Young LLP, independent certified public accountants, and (ii) unaudited balance sheets, consolidated statements of income, consolidated statements of shareholders equity, and consolidated statements of cash flows of the Company and its Subsidiaries for such Fiscal Year (the financial statements of the Parent, the Company and its Subsidiaries the Subsidiary as of and other information referred to in this ss.2.4 being for each Fiscal Quarter since July 31, 2001 (such financial statements, collectively, are hereinafter referred to as the "Financial Statements"). The Financial Statements have been prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis during the respective periods, except as noted in the Offering Memorandum. The Financial Statements so provided are a correct and complete copy of such Financial Statements copies thereof, and fairly present fairly in all material respects the consolidated financial position of the Parent, the Company and its Subsidiaries the Subsidiary as of such the respective dates of the balance sheets included therein and the results of their operations of the Parent, the Company and the Subsidiary for the respective periods covered by the statements of income and cash flows, as provided, however, that the case may beunaudited financial statements referred to in the foregoing clause (ii) lack footnotes and other presentation items and are subject to normal year-end adjustments in accordance with the ordinary course of business consistent with past practice, for such periods. Neither the Company nor any none of its Subsidiaries has any material obligation or liabilitywhich would, either individually or in the aggregate, be material to the Parent, the Company and the Subsidiary, taken as a whole. Except as set forth in the Financial Statements, neither the Parent, the Company nor the Subsidiary has any material obligation or liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or not due) which, either individually or in the nature required aggregate, would be material to be disclosed on a balance sheet prepared in accordance with generally accepted accounting principles the Parent, the Company or the Subsidiary that is not disclosed by the Financial Statements referred to aboveother than liabilities incurred since July 31, except as noted 2002 in the Offering Memorandum. Item 2.4(a) ordinary course of Schedule II hereto sets forth a complete and correct list business which, either individually or in the aggregate, are not material to the financial condition of (i) all outstanding Indebtedness of the Parent, the Company or the Subsidiary or the conduct of their business. Neither the Parent nor the Company knows of any of its Subsidiaries in excess of $500,000reasonable basis for the assertion against the Parent, (ii) all bank facilities and revolving credit agreements the aggregate amount available under which is in excess of $500,000 and (iii) the aggregate amount of all other outstanding Indebtedness of the Company or the Subsidiary of any liability or obligation of its Subsidiariesany nature whatsoever that would be required by GAAP to be disclosed in the Financial Statements that is not disclosed.