Common use of Financial Statements and Sales Information Clause in Contracts

Financial Statements and Sales Information. Prior to the date hereof, Seller has delivered to Buyer the Financial Statements and Monthly Information attached hereto as Schedule 4.4(a). The Financial Statements: (a) were prepared from the books and records of Seller, which books and records have been maintained in accordance with all legal and accounting requirements and completely and accurately reflect all financial transactions of Seller, including, without limitation, the accounts receivable, accounts payable and revenue of Seller for the periods covered by and as at the dates of the Financial Statements; (b) were prepared in accordance with GAAP consistently applied; and (c) present fairly the financial condition of Seller and the results of its operations for the periods covered by, and as at the dates of, each of the Financial Statements. The statements of profit and loss included in the Financial Statements do not contain any material items of special or non-recurring income or other income not earned in the ordinary course of business except as expressly specified therein. All liabilities (whether accrued, unmatured, contingent or otherwise, and whether due or to become due) of Seller are set forth or adequately reserved against on the face of the most recent Financial Statements, except for liabilities incurred since the date thereof in the ordinary course of business as theretofore conducted, which liabilities are not, individually or in the aggregate, materially adverse to the condition (financial or otherwise), business, assets, operations or prospects of Seller. Seller is neither aware nor ought reasonably to be aware of any basis for the assertion against Seller of any materially adverse liability or loss contingency. The books and records of Seller are accurate and complete and have been maintained in accordance with good business practices. The Monthly Information is accurate and complete in all material respects, subject to normal e-log and other final adjustments.

Financial Statements and Sales Information. Prior to the date hereof, Seller has delivered to Buyer the Financial Statements and Monthly Information attached hereto as Schedule 4.4(a). The Financial Statements: (a) were prepared from the books and records of Seller, which books and records have been maintained in accordance with all legal and accounting requirements and completely and accurately reflect all financial transactions of Seller, including, without limitation, the accounts receivable, accounts payable and revenue of Seller for the periods covered by and as at the dates of the Financial Statements; (b) were prepared in accordance with GAAP consistently applied; and (c) present fairly the financial condition of Seller and the results of its operations for the periods covered by, and as at the dates of, each of the Financial Statements. The statements of profit and loss included in the Financial Statements do not contain any material items of special or non-recurring income or other income not earned in the ordinary course of business except as expressly specified therein. All liabilities (whether accrued, unmatured, contingent or otherwise, and whether due or to become due) of Seller are set forth or adequately reserved against on the face of the most recent Financial Statements, except for liabilities incurred since the date thereof in the ordinary course of business as theretofore conducted, which liabilities are not, individually or in the aggregate, materially adverse to the condition (financial or otherwise), business, assets, operations or prospects of Seller. Seller is neither aware nor ought reasonably to be aware of any basis for the assertion against Seller of any materially adverse liability or loss contingency. Prior to the date hereof, Seller has provided Buyer with sales information, by patient, for its past three fiscal years. The books and records of Seller are accurate and complete and have been maintained in accordance with good business practices. The Monthly Information is accurate and complete in all material respects, subject to normal e-log and other final adjustments.

Financial Statements and Sales Information. Prior to the date hereof, Seller has delivered to Buyer the Financial Statements and Monthly Information Statements, which are attached hereto as Schedule 4.4(a)4.4. The Financial Statements: (a) were prepared from the books and records of Seller, which books and records have been maintained in accordance with all legal and accounting requirements and completely and accurately reflect all financial transactions of Seller, including, without limitation, the accounts receivable, accounts payable and revenue of Seller for the periods covered by and as at the dates of the Financial Statements; (b) were prepared in accordance with GAAP consistently applied; and (c) are true and correct, and present fairly the financial condition of Seller and the results of its operations for the periods covered by, and as at the dates of, each of the Financial Statements. The statements of profit and loss included in the Financial Statements do not contain any material items of special or non-recurring income or other income not earned in the ordinary course of business except as expressly specified therein. All liabilities (whether accrued, unmatured, contingent or otherwise, and whether due or to become due) of Seller are set forth or adequately reserved against on the face of the most recent Financial Statements, except for liabilities incurred since the date thereof in the ordinary course of business as theretofore conducted, which liabilities are not, individually or in the aggregate, materially adverse to the condition (financial or otherwise), business, assets, operations or prospects of Seller. Seller is neither aware nor ought reasonably to be aware of any basis for the assertion against Seller of any materially adverse liability or loss contingency. Prior to the date hereof, Seller has provided Buyer with sales information, by HIV customer, for its past three fiscal years. Seller’s revenues for the year ended December 31, 2005, relating to the Acquired Assets, were at least $11.6 million. The books and records of Seller are accurate and complete and have been maintained in accordance with good business practices. The Monthly Information is accurate and complete in all material respects, subject to normal e-log and other final adjustments.

Financial Statements and Sales Information. Prior to the date hereof, Seller has delivered to Buyer the Financial Statements and Monthly Information Statements, which are attached hereto as Schedule 4.4(a)4.4. The Financial Statements: (a) were prepared from the books and records of Seller, which books and records have been maintained in accordance with all legal and accounting requirements as applicable to financial statements prepared on a tax basis, and completely and accurately reflect all financial transactions of Seller, including, without limitation, the accounts receivable, accounts payable receipts and revenue disbursements of Seller for the periods covered by and as at the dates of the Financial Statements; and (b) were are true and correct, and, taking into consideration that the financial statements have been prepared in accordance with GAAP consistently applied; and (c) on a tax basis, present fairly the financial condition of Seller and the results of its operations for the periods covered by, and as at the dates of, each of the Financial Statements. The statements of profit and loss included in the Financial Statements do not contain any material items of special or non-recurring income or other income not earned in the ordinary course of business except as expressly specified therein. All Seller has no liabilities (whether accrued, unmatured, contingent or otherwise, and whether due or to become due) of Seller are set forth or adequately reserved against on the face of the most recent Financial Statements, except for liabilities incurred since the date thereof in the ordinary course of business as theretofore conducted, which liabilities are notare, individually or in the aggregate, materially adverse to the condition (financial or otherwise), business, assets, operations or prospects of Seller. Seller is neither aware nor ought reasonably to be aware of any basis for the assertion against Seller of any materially adverse liability or loss contingency. Prior to the date hereof, Seller has provided Buyer with sales information, by patient, for its past three fiscal years. The books and records of Seller are accurate and complete and have been maintained in accordance with good business practices. The Monthly Information is accurate and complete in all material respects, subject to normal e-log and other final adjustments.