Common use of Financial Statements and Taxes Clause in Contracts

Financial Statements and Taxes. (a) Prior to the Effective Time, the Company will furnish Wireless with the unaudited balance sheets at December 31, 2000 and December 31, 2001 and the related statements of income and statements of stockholders' equity of the Company for each of the two fiscal years ended December 31, 2001 (the "ANNUAL FINANCIAL STATEMENTS"). (b) Within sixty days following the Closing Date, the Company will arrange for an independent auditor experienced in SEC accounting to complete an audit of the Company balance sheets as at December 31, 2000 and December 31, 2001, and the related statements of income and retained earnings, statements of cash flows and statements of stockholders equity of Company for each of the two fiscal years ended December 31, 2001 (the "AUDITED FINANCIAL STATEMENTS"). Such Audited Financial Statements shall be conducted in accordance with United States generally accepted accounting principals ("GAAP") and shall be in compliance with Regulation S-X, as promulgated under the Securities Act of 1933, as amended. To the Knowledge of Company and the Company Stockholders, the Annual Financial Statements are capable of being so audited in accordance with the provisions of this Section 2.04(b). (c) In each case, except for the absence of full footnote disclosures and schedules required in accordance with GAAP, and year end audit adjustments which are not individually or in the aggregate material (i) the Annual Financial Statements have been prepared by management of Company, (ii) the Annual Financial Statements present fairly as of their respective dates the assets, liabilities, stockholders' equity and the financial condition of Company, (iii) as of the date of such balance sheets, except as and to the extent reflected or reserved against therein, Company did not have any liabilities or obligations (absolute or contingent) which should be reflected in a balance sheet or the notes thereto, prepared in accordance with GAAP, and all assets reflected therein are properly reported and present fairly the value of the assets of Company in accordance with GAAP, and (iv) the statements of income, stockholders' equity, and changes in financial condition reflect fairly the information required to be set forth therein by GAAP. (d) The Company will, upon request, furnish to Wireless true and correct copies of all income tax returns of Company filed with the Internal Revenue Service and any State taxing authority since 1998. Except as separately disclosed in writing by Company to Wireless (the "TAX DISCLOSURE MEMO") (i) none of such federal income tax returns have been examined by the Internal Revenue Service; (ii) each of such income tax returns reflects the taxes due for the period covered thereby, except for amounts which, in the aggregate, are immaterial; (iii) the Company does not owe any unpaid federal, state, county, local, or other taxes (including any deficiencies, interest, or penalties) through December 31, 2000, for which the Company may be liable in its own right or as a transferee of the assets of, or as a successor to, any other corporation or entity; and (iv) except as accruing in the normal course of business, the Company does not owe any accrued and unpaid taxes to date of this Agreement. (e) The books and records, financial and otherwise, of the Company are in all material respects complete and correct and have been maintained in accordance with good business and accounting practices. (f) The Company has good and marketable title to its assets and, except as pledged in the ordinary course of business or as set forth in the financial statements of the Company or the notes thereto, has no material contingent liabilities, direct or indirect, matured or unmatured.

Financial Statements and Taxes. (a) Prior to the Effective Time, the Company will furnish Wireless with the unaudited balance sheets at December 31, 2000 and December 31, 2001 and the related statements of income and statements of stockholders' equity of the Company for each of the two fiscal years ended December 31, 2001 (the "ANNUAL FINANCIAL STATEMENTS"). (b) Within sixty days following the Closing Date, the Company will arrange for an independent auditor experienced in SEC accounting to complete an audit of the Company balance sheets as at December 31, 2000 and December 31, 2001, and the related statements of income and retained earnings, statements of cash flows and statements of stockholders equity of Company for each of the two fiscal years ended December 31, 2001 (the "AUDITED FINANCIAL STATEMENTS"). Such Audited Financial Statements shall be conducted in accordance with United States generally accepted accounting principals ("GAAP") and shall be in compliance with Regulation S-X, as promulgated under the Securities Act of 1933, as amended. To the Knowledge knowledge of the Company and the Company Stockholders, the Annual Financial Statements are capable of being so audited in accordance with the provisions of this Section 2.04(b). (c) In each case, except for the absence of full footnote disclosures and schedules required in accordance with GAAP, and year end audit adjustments which are not individually or in the aggregate material (i) the Annual Financial Statements have been prepared by management of Company, (ii) the Annual Financial Statements present fairly as of their respective dates the assets, liabilities, stockholders' equity and the financial condition of Company, (iii) as of the date of such balance sheets, except as and to the extent reflected or reserved against therein, Company did not have any liabilities or obligations (absolute or contingent) which should be reflected in a balance sheet or the notes thereto, prepared in accordance with GAAP, and all assets reflected therein are properly reported and present fairly the value of the assets of Company in accordance with GAAP, and (iv) the statements of income, stockholders' equity, and changes in financial condition reflect fairly the information required to be set forth therein by GAAP. (d) The Company will, upon request, furnish to Wireless true and correct copies of all income tax returns of Company filed with the Internal Revenue Service and any State taxing authority since 1998. Except as separately disclosed in writing by Company to Wireless (the "TAX DISCLOSURE MEMO") (i) none of such federal income tax returns have been examined by the Internal Revenue Service; (ii) each of such income tax returns reflects the taxes due for the period covered thereby, except for amounts which, in the aggregate, are immaterial; (iii) the Company does not owe any unpaid federal, state, county, local, or other taxes (including any deficiencies, interest, or penalties) through December 31, 2000, for which the Company may be liable in its own right or as a transferee of the assets of, or as a successor to, any other corporation or entity; and (iv) except as accruing in the normal course of business, the Company does not owe any accrued and unpaid taxes to date of this Agreement. (e) The books and records, financial and otherwise, of the Company are in all material respects complete and correct and have been maintained in accordance with good business and accounting practices. (f) The Company has good and marketable title to its assets and, except as pledged in the ordinary course of business or as set forth in the financial statements of the Company or the notes thereto, has no material contingent liabilities, direct or indirect, matured or unmatured.

Financial Statements and Taxes. The financial statements of the Business for the year ended June 30, 1995 and the ten months ended April 30, 1996 attached hereto as SCHEDULE 4.5 (the "Financial Statements") are (a) Prior to the Effective Time, the Company will furnish Wireless with the unaudited balance sheets at December 31, 2000 and December 31, 2001 and the related statements of income and statements of stockholders' equity of the Company for each of the two fiscal years ended December 31, 2001 (the "ANNUAL FINANCIAL STATEMENTS"). (b) Within sixty days following the Closing Date, the Company will arrange for an independent auditor experienced in SEC accounting to complete an audit of the Company balance sheets as at December 31, 2000 and December 31, 2001, and the related statements of income and retained earnings, statements of cash flows and statements of stockholders equity of Company for each of the two fiscal years ended December 31, 2001 (the "AUDITED FINANCIAL STATEMENTS"). Such Audited Financial Statements shall be conducted in accordance with United States generally accepted accounting principals ("GAAP") and shall be in compliance with Regulation S-X, as promulgated under the Securities Act of 1933, as amended. To the Knowledge of Company and the Company Stockholders, the Annual Financial Statements are capable of being so audited in accordance with the provisions books of this Section 2.04(b). account and records of the Selling Entities, (b) fair presentations of the financial condition and the results of operations as of the dates and for the periods indicated and (c) In each case, except for the absence of full footnote disclosures and schedules required in accordance with GAAP, and year end audit adjustments which are not individually or in the aggregate material (i) the Annual Financial Statements have been prepared by management of Company, (ii) the Annual Financial Statements present fairly as of their respective dates the assets, liabilities, stockholders' equity and the financial condition of Company, (iii) as of the date of such balance sheets, except as and to the extent reflected or reserved against therein, Company did not have any liabilities or obligations (absolute or contingent) which should be reflected in a balance sheet or the notes thereto, prepared in accordance with GAAPgenerally accepted accounting principles applied on a consistent basis throughout the periods covered thereby (except as specified therein and except for the lack of footnotes, and all assets reflected therein in the case of interim Financial Statements subject to year-end audit adjustments consisting only of normally recurring accruals which in the aggregate are properly reported not material). All federal, foreign, state, county and present fairly the value other tax returns, reports and declarations of the assets of Company in accordance with GAAP, and every nature (iv) the statements of including income, stockholders' equityemployment, excise, property, sales and changes in financial condition reflect fairly the information use taxes) required to be set forth therein filed by GAAP. or on behalf of the Selling Entities (das it relates to the Business) The Company will, upon request, furnish to Wireless true and correct copies of all income tax returns of Company filed with the Internal Revenue Service and any State taxing authority since 1998. Except as separately disclosed in writing by Company to Wireless (the "TAX DISCLOSURE MEMO") (i) none of such federal income tax returns Business have been examined by the Internal Revenue Service; (ii) each of filed and such income tax returns reflects the taxes due for the period covered thereby, except for amounts which, in the aggregate, are immaterial; (iii) the Company does not owe any unpaid federal, state, county, local, or other taxes (including any deficiencies, interest, or penalties) through December 31, 2000, for which the Company may be liable in its own right or as a transferee of the assets of, or as a successor to, any other corporation or entity; and (iv) except as accruing in the normal course of business, the Company does not owe any accrued complete and unpaid taxes to date of this Agreement. (e) The books and records, financial and otherwise, of the Company are accurate in all material respects complete and correct disclose all taxes required to be paid for the periods covered thereby. All taxes required to be paid, withheld or accrued by the Selling Entities (as related to the Business) and the Business and any deficiency assessments, penalties and interest have been maintained in accordance with good business paid, withheld or accrued. All tax payments related to employees, including income tax withholding, FICA, FUTA, unemployment and accounting practicesworker's compensation, required to be made by the Selling Entities (relating to the Business) and the Business have been fully and properly paid, withheld, accrued or recorded. There are no outstanding federal, state or local tax audits related to the Business. (f) The Company has good and marketable title to its assets and, except as pledged in the ordinary course of business or as set forth in the financial statements of the Company or the notes thereto, has no material contingent liabilities, direct or indirect, matured or unmatured.

Financial Statements and Taxes. (a) Prior to the Effective Time, the Company will furnish Wireless with the unaudited The balance sheets at December 31, 2000 sheet and December 31, 2001 and the related statements of income and statements of stockholders' equity statement of the Company Base Business as of and for each of the two fiscal years year ended December 31, 2001 1994 and the ten months ended October 31, 1995 attached hereto as Schedule 4.7 (the "ANNUAL FINANCIAL STATEMENTS"). (b) Within sixty days following the Closing Date, the Company will arrange for an independent auditor experienced in SEC accounting to complete an audit of the Company balance sheets as at December 31, 2000 and December 31, 2001, and the related statements of income and retained earnings, statements of cash flows and statements of stockholders equity of Company for each of the two fiscal years ended December 31, 2001 (the "AUDITED FINANCIAL STATEMENTS"). Such Audited Financial Statements shall be conducted in accordance with United States generally accepted accounting principals ("GAAPStatements") and shall be in compliance with Regulation S-X, as promulgated under the Securities Act of 1933, as amended. To the Knowledge of Company and the Company Stockholders, the Annual Financial Statements are capable of being so audited (i) in accordance with the provisions books of this Section 2.04(b). (c) In each case, except for the absence account and records of full footnote disclosures and schedules required in accordance with GAAP, and year end audit adjustments which are not individually or in the aggregate material (i) the Annual Financial Statements have been prepared by management of CompanySeller, (ii) the Annual Financial Statements present fairly as fair presentations of their respective dates the assets, liabilities, stockholders' equity and the financial condition and the results of Company, operations as of the dates and for the periods indicated and (iii) as of the date of such balance sheets, except as and to the extent reflected or reserved against therein, Company did not have any liabilities or obligations (absolute or contingent) which should be reflected in a balance sheet or the notes thereto, prepared in accordance with GAAPgenerally accepted accounting principles applied on a consistent basis throughout the periods covered thereby (except as specified therein and except for the lack of footnotes, and all assets reflected therein are properly reported and present fairly the value of the assets of Company in accordance with GAAP, and (iv) the statements of income, stockholders' equity, and changes in financial condition reflect fairly the information required to be set forth therein by GAAP. (d) The Company will, upon request, furnish to Wireless true and correct copies of all income tax returns of Company filed with the Internal Revenue Service and any State taxing authority since 1998. Except as separately disclosed in writing by Company to Wireless (the "TAX DISCLOSURE MEMO") (i) none of such federal income tax returns have been examined by the Internal Revenue Service; (ii) each of such income tax returns reflects the taxes due for the period covered thereby, except for amounts which, in the aggregate, are immaterial; (iii) the Company does not owe any unpaid federal, state, county, local, or other taxes (including any deficiencies, interest, or penalties) through December 31, 2000, for case of interim Financial Statements subject to year-end audit adjustments consisting only of normally recurring accruals which the Company may be liable in its own right or as a transferee of the assets of, or as a successor to, any other corporation or entity; and (iv) except as accruing in the normal course of businessaggregate are not material). The Base Business is not subject to any liability or obligation (whether absolute, accrued, contingent or otherwise) which is not shown or provided for on the Company does not owe any accrued and unpaid taxes to date of this Agreement. (e) The books and records, financial and otherwise, of the Company are in all material respects complete and correct and have Financial Statements or on Schedule 4.7 except which has been maintained in accordance with good business and accounting practices. (f) The Company has good and marketable title to its assets and, except as pledged incurred in the ordinary course of business or as set forth in since the date of such financial statements or which are not Assumed Liabilities. All federal, foreign, state, county and other tax returns, reports and declarations of every nature (including income, employment, excise, property, sales and use taxes) required to be filed by or on behalf of Seller (as related to the Company Base Business) and the Base Business have been filed and such returns are complete and accurate in all material respects and disclose all taxes required to be paid for the periods covered thereby. All taxes shown on such returns as being owed by the Seller (as related to the Base Business) and the Base Business and any deficiency assessments, penalties and interest have been paid or set aside for payment. All tax payments related to employees, including income tax withholding, FICA, FUTA, unemployment and worker's compensation, required to be made by Seller (relating to the notes theretoBase Business) and the Base Business have been fully and properly paid, has no material contingent liabilitieswithheld, direct accrued or indirect, matured or unmaturedrecorded.

Financial Statements and Taxes. (a) Prior to The financial statements of the Effective TimeBusiness for the year ended June 30, the Company will furnish Wireless with the unaudited balance sheets at December 31, 2000 and December 31, 2001 1995 and the related statements of income and statements of stockholders' equity of the Company for each of the two fiscal years six months ended December 31, 2001 1995 attached hereto as Schedule 4.6(a) (the "ANNUAL FINANCIAL STATEMENTSFinancial Statements"). (b) Within sixty days following the Closing Date, the Company will arrange for an independent auditor experienced in SEC accounting to complete an audit of the Company balance sheets as at December 31, 2000 and December 31, 2001, are and the related statements of income and retained earnings, statements of cash flows and statements of stockholders equity of Company for each of the two fiscal years ended December 31, 2001 Settlement Statement will be (the "AUDITED FINANCIAL STATEMENTS"). Such Audited Financial Statements shall be conducted in accordance with United States generally accepted accounting principals ("GAAP"a) and shall be in compliance with Regulation S-X, as promulgated under the Securities Act of 1933, as amended. To the Knowledge of Company and the Company Stockholders, the Annual Financial Statements are capable of being so audited in accordance with the provisions books of this Section 2.04(b). account and records of the Selling Entities, (b) fair presentations of the financial condition and the results of operations as of the dates and for the periods indicated and (c) In each case, except for the absence of full footnote disclosures and schedules required in accordance with GAAP, and year end audit adjustments which are not individually or in the aggregate material (i) the Annual Financial Statements have been prepared by management of Company, (ii) the Annual Financial Statements present fairly as of their respective dates the assets, liabilities, stockholders' equity and the financial condition of Company, (iii) as of the date of such balance sheets, except as and to the extent reflected or reserved against therein, Company did not have any liabilities or obligations (absolute or contingent) which should be reflected in a balance sheet or the notes thereto, prepared in accordance with GAAPgenerally accepted accounting principles applied on a consistent basis throughout the periods covered thereby (except as specified therein and except for the lack of footnotes, and in the case of interim Financial Statements subject to year-end audit adjustments consisting only of normally recurring accruals which in the aggregate are not material). The Business is not subject to any liability or obligation (whether absolute, accrued, contingent or otherwise) which is not shown or provided for on the Financial Statements or on Schedule 4.6(a). Except as set forth on Schedule 4.6(b) all assets reflected therein are properly reported federal, foreign, state, county and present fairly the value other tax returns, reports and declarations of the assets of Company in accordance with GAAP, and every nature (iv) the statements of including income, stockholders' equityemployment, excise, property, sales and changes in financial condition reflect fairly the information use taxes) required to be set forth therein filed by GAAP. or on behalf of the Selling Entities (das it relates to the Business) The Company will, upon request, furnish to Wireless true and correct copies of all income tax returns of Company filed with the Internal Revenue Service and any State taxing authority since 1998. Except as separately disclosed in writing by Company to Wireless (the "TAX DISCLOSURE MEMO") (i) none of such federal income tax returns Business have been examined by the Internal Revenue Service; (ii) each of filed and such income tax returns reflects the taxes due for the period covered thereby, except for amounts which, in the aggregate, are immaterial; (iii) the Company does not owe any unpaid federal, state, county, local, or other taxes (including any deficiencies, interest, or penalties) through December 31, 2000, for which the Company may be liable in its own right or as a transferee of the assets of, or as a successor to, any other corporation or entity; and (iv) except as accruing in the normal course of business, the Company does not owe any accrued complete and unpaid taxes to date of this Agreement. (e) The books and records, financial and otherwise, of the Company are accurate in all material respects complete and correct disclose all taxes required to be paid for the periods covered thereby. All taxes required to be paid, withheld or accrued by the Selling Entities (as related to the Business) and the Business and any deficiency assessments, penalties and interest have been maintained in accordance with good business paid, withheld or accrued. The accruals for taxes on the Balance Sheet are sufficient for the payment of all unpaid federal, state and accounting practices. (f) The Company has good and marketable title to its assets and, except as pledged in the ordinary course of business or as set forth in the financial statements other taxes of the Company Business. All tax payments related to employees, including income tax withholding, FICA, FUTA, unemployment and worker's compensation, required to be made by the Selling Entities (relating to the Business) and the Business have been fully and properly paid, withheld, accrued or recorded. There are no outstanding federal, state or local tax audits related to the notes thereto, has no material contingent liabilities, direct or indirect, matured or unmaturedBusiness.