Common use of Financial Statements and Undisclosed Liabilities Clause in Contracts

Financial Statements and Undisclosed Liabilities. The Company has delivered to the Parent audited Balance Sheets, income statements, cash flow statements and statements of shareholder's equity for the fiscal years ended June 30, 1997, June 30, 1998, June 30, 1999 and June 30, 2000, and the notes to such financial statements, as prepared by the Company's accountants, PriceWaterhouse, n/k/a PricewaterhouseCoopers. The Company has also delivered to the Parent monthly balance sheets together with related statements of income, shareholders' equity and cash flow as of the end of each of the nine months ending March 31, 2001. All of such financial statements of the Company are referred to collectively as the "Financial Statements". The Financial Statements have been prepared from and are in accordance with the books and records of the Company, are true and correct and complete, and present fairly the financial condition, results of operations and, except with respect to unaudited interim financial statements, cash flows of the Company as of the dates and for the periods indicated, in each case in conformity with GAAP consistently applied during such periods, except as otherwise stated in such financial statements or on Schedule 4.5, and except to the extent that unaudited interim financial statements may be condensed or summary statements and may omit footnotes to the extent permitted by Rule 10.01(a)(5) of Regulation S-X of the Securities and Exchange Commission. Except as and to the extent reflected in the Financial Statements, the Company had at each such date no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise and whether due or to become due). The books of account and other financial records of the Company, all of which have been made available to the Parent, are complete and correct and represent actual, bona fide transactions and have been maintained in accordance with sound business practices and the requirements of Section 13(b)(2) of the Securities Exchange Act of 1934 (the "Exchange Act"), including the maintenance of an adequate system of internal controls. Attached to Schedule 4.5 are complete and correct copies of all letters from the Company's Auditors to the Company's board of directors or its audit committee during the 36 months preceding the execution of this Agreement, together with complete and correct copies of all responses thereto.

Financial Statements and Undisclosed Liabilities. The Company has delivered to the Parent Purchaser audited Balance Sheets, income statements, cash flow statements and statements of shareholder's equity for the fiscal years ended June 30, 1997, June 30, 1998, June 30, 1999 and June 30, 2000, and the notes to such financial statements, as prepared by the Company's accountants, PriceWaterhouse, n/k/a PricewaterhouseCoopers. The Company has also delivered to the Parent Purchaser monthly balance sheets together with related statements of income, shareholders' equity and cash flow as of the end of each of the nine months ending March 31, 2001. All of such financial statements of the Company are referred to collectively as the "Financial Statements". The Financial Statements have been prepared from and are in accordance with the books and records of the Company, are true and correct and complete, and present fairly the financial condition, results of operations and, except with respect to unaudited interim financial statements, cash flows of the Company as of the dates and for the periods indicated, in each case in conformity with GAAP consistently applied during such periods, except as otherwise stated in such financial statements or on Schedule 4.5, and except to the extent that unaudited interim financial statements may be condensed or summary statements and may omit footnotes to the extent permitted by Rule 10.01(a)(5) of Regulation S-X of the Securities and Exchange Commission. Except as and to the extent reflected in the Financial Statements, the Company had at each such date no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise and whether due or to become due). The books of account and other financial records of the Company, all of which have been made available to the ParentPurchaser, are complete and correct and represent actual, bona fide transactions and have been maintained in accordance with sound business practices and the requirements of Section 13(b)(2) of the Securities Exchange Act of 1934 (the "Exchange exchange Act"), including the maintenance of an adequate system of internal controls. Attached to Schedule 4.5 are complete and correct copies of all letters from the Company's Auditors to the Company's board of directors or its audit committee during the 36 months preceding the execution of this Agreement, together with complete and correct copies of all responses thereto.

Financial Statements and Undisclosed Liabilities. The Company has delivered to the Parent Investor audited Balance Sheets, income statements, cash flow statements and statements of shareholder's equity for the fiscal years ended June 30, 1997, June 30, 1998, June 30, 1999 and June 30, 2000, and the notes to such financial statements, as prepared by the Company's accountants, PriceWaterhouse, n/k/a PricewaterhouseCoopers. The Company has also delivered to the Parent Investor monthly balance sheets together with related statements of income, shareholders' equity and cash flow as of the end of each of the nine months ending March 31, 2001. All of such financial statements of the Company are referred to collectively as the "Financial Statements". The Financial Statements have been prepared from and are in accordance with the books and records of the Company, are true and correct and complete, and present fairly the financial condition, results of operations and, except with respect to unaudited interim financial statements, cash flows of the Company as of the dates and for the periods indicated, in each case in conformity with GAAP consistently applied during such periods, except as otherwise stated in such financial statements or on Schedule 4.5, and except to the extent that unaudited interim financial statements may be condensed or summary statements and may omit footnotes to the extent permitted by Rule 10.01(a)(5) of Regulation S-X of the Securities and Exchange Commission. Except as and to the extent reflected in the Financial Statements, the Company had at each such date no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise and whether due or to become due). The books of account and other financial records of the Company, all of which have been made available to the ParentInvestor, are complete and correct and represent actual, bona fide transactions and have been maintained in accordance with sound business practices and the requirements of Section 13(b)(2) of the Securities Exchange Act of 1934 (the "Exchange Act"), including the maintenance of an adequate system of internal controls. Attached to Schedule 4.5 are complete and correct copies of all letters from the Company's Auditors to the Company's board of directors or its audit committee during the 36 months preceding the execution of this Agreement, together with complete and correct copies of all responses thereto.

Financial Statements and Undisclosed Liabilities. The Company has delivered to the Parent audited Balance Sheets, income statements, cash flow statements and statements of shareholder's equity for the fiscal years ended June 30, 1997, June 30, 1998, June 30, 1999 and June 30, 2000, and the notes to such financial statements, as prepared by the Company's accountants, PriceWaterhouse, n/k/a PricewaterhouseCoopers. The Company has also delivered to the Parent monthly balance sheets together with related statements of income, shareholders' equity and cash flow as of the end of each of the nine months ending March 31, 2001. All of such financial statements of the Company are referred to collectively as the "Financial Statements". The Financial Statements have been prepared from and are in accordance with the books and records of the Company, are true and correct and complete, and present fairly the financial condition, results of operations and, except with respect to unaudited interim financial statements, cash flows of the Company as of the dates and for the periods indicated, in each case in conformity with GAAP consistently applied during such periods, except as otherwise stated in such financial statements or on Schedule 4.5, and except to the extent that unaudited interim financial statements may be condensed or summary statements and may omit footnotes to the extent permitted by Rule 10.01(a)(5) of Regulation S-X of the Securities and Exchange Commission. Except as and to the extent reflected in the Financial Statements, the Company had at each such date no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise and whether due or to become due). The books of account and other financial records of the Company, all of which have been made available to the Parent, are complete and correct and represent actual, bona fide transactions and have been maintained in accordance with sound business practices and the requirements of Section 13(b)(2) of the Securities Exchange Act of 1934 1934, as amended (the "Exchange ActEXCHANGE ACT"), including the maintenance of an adequate system of internal controls. Attached to Schedule 4.5 are complete and correct copies of all letters from the Company's Auditors to the Company's board of directors or its audit committee during the 36 months preceding the execution of this Agreement, together with complete and correct copies of all responses thereto.