Common use of Financial Statements and Undisclosed Liabilities Clause in Contracts

Financial Statements and Undisclosed Liabilities. (a) Sellers have made available to Buyer true and correct copies of the audited combined consolidated balance sheets of the DonTech Business as of December 31, 2002 and December 31, 2003, and the audited combined consolidated statements of income and cash flows of the DonTech Business for each of the fiscal years in the three-year period ended December 31, 2003, including the notes thereto (the "Audited Financial Statements" and, collectively with the Unaudited Financial Statements (as hereinafter defined), the "Financial Statements"). Except as disclosed therein, the Financial Statements previously delivered to Buyer have been prepared from, and are consistent with, the books and records of the Seller Entities which relate to the DonTech Business and present fairly and accurately, in all material respects, the financial position, results of operations and cash flows of the DonTech Business on a combined consolidated basis as of the dates and for the applicable periods indicated (subject, in the case of unaudited Financial Statements, to normal year-end audit adjustments), in each case in conformity with generally accepted accounting principles in the United States ("GAAP") consistently applied except as noted therein. (b) The Seller Entities maintain books and records relating to the DonTech Business which are accurate in all material respects. While they have not been investigated or tested other than as part of SBC's consolidated internal accounting controls, to the Knowledge of Sellers, there is no reason to believe that the system of internal accounting controls which applies to the financial and accounting records from which the Financial Statements were prepared is not sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP, in each case with respect to the DonTech Business. (c) The Wholly Owned Company does not have any liabilities or obligations of any nature (whether accrued, absolute, contingent, unasserted or otherwise) required by GAAP to be reflected on the Financial Statements that would reasonably be expected to, individually or in the aggregate, have a Company Material Adverse Effect, except for liabilities or obligations (i) disclosed, reflected or reserved against in the Financial Statements or the notes thereto and (ii) incurred in the Ordinary Course of Business (as hereinafter defined) since December 31, 2003. This representation shall not be deemed breached as a result of a change in law after the date of this Agreement. The Wholly Owned Company does not have any off-balance sheet financing.

Financial Statements and Undisclosed Liabilities. (a) Sellers have made available CVB has delivered to Buyer true and correct copies of the Citizens its audited combined consolidated balance sheets of the DonTech Business as of December 31, 2002 and December 31, 2003, and the audited combined consolidated financial statements of income CVB and cash flows of the DonTech Business its Subsidiaries for each of the fiscal years in the three-year period ended December 31, 20031992, including 1993 and 1994, as reported in CVB's Annual Report on Form 10-K for the fiscal year ended December 31, 1994 filed with the Securities and Exchange Commission (the "SEC") under the Exchange Act and certified by independent certified public accountants. CVB has delivered to Citizens its unaudited consolidated financial statements of CVB and its Subsidiaries for six months ending June 30, 1995 as reported in CVB's Quarterly Reports on Form 10-Q filed with the SEC under the Exchange Act. The financial statements delivered by CVB to Citizens were prepared in accordance with GAAP except as disclosed therein or in the notes thereto (the "Audited Financial Statements" and, collectively with the Unaudited Financial Statements (as hereinafter defined), the "Financial Statements"). Except as disclosed therein, the Financial Statements previously delivered to Buyer have been prepared from, and are consistent with, the books and records of the Seller Entities which relate to the DonTech Business and present fairly and accurately, in all material respects, the financial position, position of CVB as of the dates thereof and the results of operations and changes in shareholders' equity and cash flows as applicable for the periods then ended. None of CVB's financial statements contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not misleading. Each of CVB's financial statements (including the related notes, where applicable) comply in all material respects with applicable accounting requirements and with the published rules and regulations of the DonTech Business on a combined consolidated basis SEC, except as of indicated in the dates and for the applicable periods indicated (subjectnotes thereto or, in the case of unaudited Financial Statementsstatements, to normal yearas permitted by Form 10-end audit adjustments), in each case in conformity with generally accepted accounting principles Q. Except (i) as set forth in the United States CVB Disclosure Schedule and ("GAAP"ii) consistently applied except for liabilities incurred in the ordinary course of business since December 31, 1994, as noted therein. (b) The Seller Entities maintain books and records of the date hereof neither CVB nor any of its Subsidiaries has any material liability relating to the DonTech Business their respective businesses, which are accurate in all material respects. While they have not been investigated or tested other than as part of SBC's consolidated internal accounting controls, to the Knowledge of Sellers, there is no reason to believe that the system of internal accounting controls which applies to the financial and accounting records from which the Financial Statements were prepared is not sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements required in accordance with GAAP, in each case with respect to the DonTech Business. (c) The Wholly Owned Company does not have any liabilities or obligations of any nature (whether accrued, absolute, contingent, unasserted or otherwise) required by GAAP to be reflected on an audited consolidated balance sheet of CVB and which was not disclosed on the Financial Statements that would reasonably be expected to, individually or in the aggregate, have a Company Material Adverse Effect, except for liabilities or obligations (i) disclosed, reflected or reserved against in the Financial Statements or the notes thereto and (ii) incurred in the Ordinary Course audited consolidated balance sheet of Business (CVB as hereinafter defined) since of December 31, 20031994. This representation shall not be deemed breached as a result of a change in law after the date of this Agreement. The Wholly Owned Company does not have any off-balance sheet financing.51

Financial Statements and Undisclosed Liabilities. (a) Sellers have made available heretofore furnished to Buyer Purchaser true and correct complete copies of (i) the audited combined consolidated balance sheets financial statements of the DonTech Business Company as of December 31, 2002 and December 311999, 2003(ii) the unaudited balance sheet of the Company at June 30, 2000, and (iii) the audited combined consolidated statements related unaudited statement of income and retained earnings and statement of cash flows for the Company as of the DonTech Business for each of the fiscal years in the three-year period ended December 31June 30, 20032000, including together with the notes thereto (the "Audited Financial Statements" and, collectively with the Unaudited Financial Statements (as hereinafter defined)collectively, the "Financial Statements"," copies of which are attached hereto as Exhibit 4.8). Except as disclosed thereinTo the best knowledge of Sellers, the Financial Statements previously delivered to Buyer have been prepared from, and are consistent with, the books and records of the Seller Entities which relate to the DonTech Business and present fairly and accurately, in all material respects, the financial position, results of operations and cash flows flow of the DonTech Business on a combined consolidated basis Company as of the dates date and for the applicable periods indicated (subject, period indicated. Except as disclosed in the case of unaudited Financial Statements, to normal year-end audit adjustments), in each case in conformity with generally accepted accounting principles in the United States ("GAAP") consistently applied except as noted therein. (b) The Seller Entities maintain books and records relating to the DonTech Business which are accurate in all material respects. While they have not been investigated or tested other than as part of SBC's consolidated internal accounting controls, to the Knowledge best of Sellers' knowledge after investigation, there is the Company has no reason to believe that the system of internal accounting controls which applies to the financial and accounting records from which the Financial Statements were prepared is not sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP, in each case with respect to the DonTech Business. (c) The Wholly Owned Company does not have any material liabilities or obligations of any nature (kind, whether accrued, absolute, contingent, unasserted contingent or otherwise) required by GAAP to be reflected on the Financial Statements that would reasonably be expected to, individually whether or in the aggregate, have a Company Material Adverse Effect, except for not such liabilities or obligations (i) disclosedwould have been required to be disclosed on a balance sheet prepared in conformity with GAAP, reflected or reserved against other than liabilities and obligations incurred since June 30, 2000 in the Financial Statements ordinary course of business and consistent with past practices. Without limiting the generality of the foregoing, to the best of Sellers' knowledge after investigation, the Company has no material liability (and there is no basis for any present or the notes thereto and (iifuture charge, complaint, action, suit, proceeding, hearing, investigation, claim or demand against it giving rise to any material liability) incurred in the Ordinary Course arising out of Business (as hereinafter defined) since December 31, 2003. This representation shall not be deemed breached any injury to persons or property as a result of a change the ownership, possession or use of any product manufactured, sold, leased or delivered by the Company or any of the Company's dealers or representatives, other than liabilities and obligations incurred since June 30, 2000 in law after the date ordinary course of this Agreementbusiness and consistent with past practices. The Wholly Owned Third-party accountants retained by Purchaser prepared the audited financial statements of the Company does not have any off-balance sheet financingas of December 31, 1999. Although Sellers make no representation as to the correctness of such audited financials, Sellers do represent that all of the information provided by Sellers and the Company to the accountants for the preparation of such audited financials was correct.

Financial Statements and Undisclosed Liabilities. (a) Sellers have made available to The Company has furnished the Buyer true and correct with copies of the audited combined (i) its unaudited consolidated balance sheets of the DonTech Business sheet as of December 31September 30, 2002 and December 31, 20032007, and the audited combined consolidated statements related statement of income for the nine (9) month period then ended (such balance sheet referred to herein as the “Latest Balance Sheet”) and cash flows (ii) its audited consolidated balance sheet and consolidated statement of income for the DonTech Business for each of the fiscal years in the three-year twelve (12) month period ended December 31, 20032006 (collectively, including the notes thereto (the "Audited “Financial Statements" and, collectively with the Unaudited Financial Statements (as hereinafter defined), the "Financial Statements"”). Except as disclosed thereinset forth on the attached Schedule 4.05, the Financial Statements previously delivered to Buyer are based upon the information contained in the Company’s books and records, have been prepared fromin accordance with GAAP, and are consistent withconsistently applied, the books and records of the Seller Entities which relate to the DonTech Business and present fairly and accurately, in all material respects, respects the financial position, condition and results of operations and cash flows of the DonTech Business on a combined consolidated basis Company and its Subsidiaries as of the dates and for the applicable periods indicated (subject, in the case of unaudited Financial Statements, referred to normal year-end audit adjustments), in each case in conformity with generally accepted accounting principles in the United States ("GAAP") consistently applied except as noted therein. (b) The Seller Entities maintain books Except as set forth on the attached Schedule 4.05, neither the Company nor any of its Subsidiaries has any liabilities, except for: (i) liabilities set forth on the Latest Balance Sheet; (ii) liabilities which have arisen after the date of the Latest Balance Sheet in the ordinary course of business; (iii) liabilities under contracts (whether written or oral) entered into in the ordinary course of business; (iv) liabilities and records contingencies relating to any of the DonTech Business which are accurate litigation matters or proceedings disclosed on Schedule 4.11; and (v) other liabilities disclosed in all material respects. While they have not been investigated or tested other than as part of SBC's consolidated internal accounting controls, to the Knowledge of Sellers, there is no reason to believe that the system of internal accounting controls which applies to the financial and accounting records from which the Financial Statements were prepared is not sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP, in each case with respect to the DonTech Businessthis Agreement. (c) The Wholly Owned Company does not have any liabilities or obligations of any nature (whether accrued, absolute, contingent, unasserted or otherwise) required by GAAP to be reflected Except as set forth on the Financial Statements that would reasonably be expected toattached Schedule 4.05, individually or in neither the aggregate, have a Company Material Adverse Effect, except for liabilities or obligations nor any of its Subsidiaries has any liability: (i) disclosedin respect of borrowed money, reflected or reserved against in the Financial Statements or the notes thereto including without limitation unpaid interest, fees and expenses related thereto; (ii) incurred in evidenced by a note, debenture or similar instrument; (iii) for the Ordinary Course payment of Business money relating to any capitalized lease obligation; (iv) for the deferred purchase price of goods or services, or for any trade or barter arrangement; (v) under any interest rate, currency or commodity hedging, swap or similar derivative transaction; (vi) for any guarantee or arrangement having the economic effect of a guarantee by the Company and/or any of its Subsidiaries of any Person; or (vii) which is secured by a Lien on property owned, utilized or operated by the Company and/or any of its Subsidiaries, the aggregate of which is collectively referred to herein as hereinafter defined) since December 31, 2003“Bank Debt”. This representation shall not be deemed breached Neither the Company nor any of its Subsidiaries has any liability for bonuses or incentive compensation payments to employees of the Company or any of its Subsidiaries as a result of a change the transaction described in law after this Agreement. (d) The attached Schedule 4.05(d) sets forth all outstanding letters of credit and performance bonds issued by third parties for the benefit of the Company and its Subsidiaries (the “Letters of Credit/Performance Bonds”). No claims have been made against the Letters of Credit/Performance Bonds or the Company, or any of its Subsidiaries, in connection with the Letters of Credit/Performance Bonds, and to the Knowledge of the Company, no such claims are threatened. (e) The Stock Rights Statement correctly sets forth the name of each Stock Rights Participant, the number of Units (as defined in the Stock Rights Plan) granted to such Stock Rights Participant, the date on which each such Unit was granted and the Estimated Value (as defined in the Stock Rights Plan) of each such Unit as of the date of this Agreementgrant. The Wholly Owned Neither the Company does nor any of its Subsidiaries has any obligation in connection with the Stock Rights Plan that is not have any off-balance sheet financinglisted in the Stock Rights Statement.

Financial Statements and Undisclosed Liabilities. (a) Sellers have made available to Buyer true True and correct copies of the audited combined consolidated unaudited pro forma balance sheets of the DonTech Business Company as of December 31, 2002 2018 (such balance sheet, the “Company Balance Sheet” and such date, the “Balance Sheet Date”), December 31, 2017 and December 31, 2003, 2016 and the audited combined consolidated related unaudited pro forma statements of income and cash flows are set forth in Section 2.7(a)(i) of the DonTech Business for Disclosure Schedules, in each of case reflecting the fiscal years in Reorganization Transactions and the three-year period ended December 31transactions contemplated by the Assumption Agreement (collectively, 2003, including the notes thereto (the "Audited “Company Financial Statements" and, collectively with the Unaudited Financial Statements (as hereinafter defined), the "Financial Statements"”). Except as disclosed thereinset forth on Section 2.7(a)(ii) of the Disclosure Schedules, the Company Financial Statements previously delivered to Buyer (i) have been prepared from, and are consistent with, derived from the accounting books and records of the Seller Entities which relate to Company, (ii) have been prepared in accordance with GAAP applied on a consistent basis during the DonTech Business periods involved (except as may be indicated in the notes thereto) and present (iii) fairly and accuratelypresent, in all material respects, the consolidated financial position, results of operations and cash flows position of the DonTech Business on a combined consolidated basis Company as of the dates and for the applicable periods date indicated (subject, in the case of unaudited Financial Statements, subject to normal year-end audit adjustments)adjustments and the absence of notes, in each case in conformity with generally accepted accounting principles none of which individually or in the United States ("GAAP") consistently applied except as noted thereinaggregate are material). (b) The Seller Entities maintain books Except for: (i) the Asbestos-Related Liabilities and records relating to Environmental Liabilities; (ii) liabilities or obligations set forth on the DonTech Business which are accurate Company Balance Sheet or incurred since the Balance Sheet Date in all material respects. While they have not been investigated the ordinary course of business consistent with past practice; or tested other than as part of SBC's consolidated internal accounting controls(iii) liabilities or obligations incurred in connection with the transactions contemplated by this Agreement, to the Knowledge of Sellers, there is no reason to believe that the system of internal accounting controls which applies to the financial and accounting records from which the Financial Statements were prepared is not sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP, in each case with respect to the DonTech Business. (c) The Wholly Owned Company does not have any liabilities or obligations of any nature (whether accrued, absolute, contingent, unasserted accrued or otherwise). (c) required by GAAP to be The Company has good and valid title to, and a valid leasehold interest in, all personal property and other assets reflected on the Financial Statements that would reasonably be expected toCompany Balance Sheet or acquired after the Balance Sheet Date, individually other than property and assets sold or otherwise disposed of in the aggregateordinary course of business since such date. All such property and assets are held by the Company free and clear of any and all Liens other than Permitted Liens. (d) Except as set forth on Section 2.7(d) of the Disclosure Schedules, have a since the Balance Sheet Date, the Company Material Adverse Effect, except for liabilities or obligations (i) disclosed, reflected or reserved against has conducted its business in the Financial Statements ordinary course and there has not occurred any material adverse effect on the financial condition or operating results of the notes thereto and (ii) incurred in the Ordinary Course of Business (as hereinafter defined) since December 31, 2003. This representation shall not be deemed breached as a result of a change in law after the date of this Agreement. The Wholly Owned Company does not have any off-balance sheet financingCompany.

Financial Statements and Undisclosed Liabilities. (a) Sellers have made available heretofore furnished to Buyer Purchaser true and correct complete copies of (i) the audited combined consolidated balance sheets financial statements of the DonTech Business Company as of December 31, 2002 and December 311999, 2003(ii) the unaudited balance sheet of the Company at June 30, 2000, and (iii) the audited combined consolidated statements related unaudited statement of income and retained earnings and statement of cash flows for the Company as of the DonTech Business for each of the fiscal years in the three-year period ended December 31June 30, 20032000, including together with the notes thereto (the "Audited Financial Statements" and, collectively with the Unaudited Financial Statements (as hereinafter defined)collectively, the "Financial Statements"," copies of which are attached hereto as EXHIBIT 4.8). Except as disclosed thereinTo the best knowledge of Sellers, the Financial Statements previously delivered to Buyer have been prepared from, and are consistent with, the books and records of the Seller Entities which relate to the DonTech Business and present fairly and accurately, in all material respects, the financial position, results of operations and cash flows flow of the DonTech Business on a combined consolidated basis Company as of the dates date and for the applicable periods indicated (subject, period indicated. Except as disclosed in the case of unaudited Financial Statements, to normal year-end audit adjustments), in each case in conformity with generally accepted accounting principles in the United States ("GAAP") consistently applied except as noted therein. (b) The Seller Entities maintain books and records relating to the DonTech Business which are accurate in all material respects. While they have not been investigated or tested other than as part of SBC's consolidated internal accounting controls, to the Knowledge best of Sellers' knowledge following diligent review, there is the Company has no reason to believe that the system of internal accounting controls which applies to the financial and accounting records from which the Financial Statements were prepared is not sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP, in each case with respect to the DonTech Business. (c) The Wholly Owned Company does not have any material liabilities or obligations of any nature (kind, whether accrued, absolute, contingent, unasserted contingent or otherwise) required by GAAP to be reflected on the Financial Statements that would reasonably be expected to, individually whether or in the aggregate, have a Company Material Adverse Effect, except for not such liabilities or obligations (i) disclosedwould have been required to be disclosed on a balance sheet prepared in conformity with GAAP, reflected or reserved against other than liabilities and obligations incurred since June 30, 2000 in the Financial Statements ordinary course of business and consistent with past practices. Without limiting the generality of the foregoing, to the best of Sellers' knowledge following diligent review, the Company has no material liability (and there is no basis for any present or the notes thereto and (iifuture charge, complaint, action, suit, proceeding, hearing, investigation, claim or demand against it giving rise to any material liability) incurred in the Ordinary Course arising out of Business (as hereinafter defined) since December 31, 2003. This representation shall not be deemed breached any injury to persons or property as a result of a change the ownership, possession or use of any product manufactured, sold, leased or delivered by the Company or any of the Company's dealers or representatives, other than liabilities and obligations incurred since June 30, 2000 in law after the date ordinary course of this Agreementbusiness and consistent with past practices. The Wholly Owned Third-party accountants retained by Purchaser prepared the audited financial statements of the Company does not have any off-balance sheet financingas of December 31, 1999. Although Sellers make no representation as to the correctness of such audited financials, Sellers do represent that all of the information provided by Sellers and the Company to the accountants for the preparation of such audited financials was correct.