Common use of Financial Statements and Undisclosed Liabilities Clause in Contracts

Financial Statements and Undisclosed Liabilities. Sellers have heretofore furnished to Purchaser true and complete copies of (i) the audited financial statements of the Company as of December 31, 1999, (ii) the unaudited balance sheet of the Company at June 30, 2000, and (iii) the related unaudited statement of income and retained earnings and statement of cash flows for the Company as of June 30, 2000, together with the notes thereto (collectively, the "Financial Statements," copies of which are attached hereto as EXHIBIT 4.8). To the best knowledge of Sellers, the Financial Statements present fairly the financial position, results of operations and cash flow of the Company as of the date and for the period indicated. Except as disclosed in the Financial Statements, to the best of Sellers' knowledge following diligent review, the Company has no material liabilities or obligations of any kind, whether accrued, absolute, contingent or otherwise, whether or not such liabilities or obligations would have been required to be disclosed on a balance sheet prepared in conformity with GAAP, other than liabilities and obligations incurred since June 30, 2000 in the 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 future charge, complaint, action, suit, proceeding, hearing, investigation, claim or demand against it giving rise to any material liability) arising out of any injury to persons or property as a result of 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 the ordinary course of business and consistent with past practices. Third-party accountants retained by Purchaser prepared the audited financial statements of the Company as 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. Sellers have heretofore furnished to Purchaser true and complete copies of (i) the audited financial statements of the Company as of December 31, 1999, (ii) the unaudited balance sheet of the Company at June 30, 2000, and (iii) the related unaudited statement of income and retained earnings and statement of cash flows for the Company as of June 30, 2000, together with the notes thereto (collectively, the "Financial Statements," copies of which are attached hereto as EXHIBIT Exhibit 4.8). To the best knowledge of Sellers, the Financial Statements present fairly the financial position, results of operations and cash flow of the Company as of the date and for the period indicated. Except as disclosed in the Financial Statements, to the best of Sellers' knowledge following diligent reviewafter investigation, the Company has no material liabilities or obligations of any kind, whether accrued, absolute, contingent or otherwise, whether or not such liabilities or obligations would have been required to be disclosed on a balance sheet prepared in conformity with GAAP, other than liabilities and obligations incurred since June 30, 2000 in the ordinary course of business and consistent with past practices. Without limiting the generality of the foregoing, to the best of Sellers' knowledge following diligent reviewafter investigation, the Company has no material liability (and there is no basis for any present or future charge, complaint, action, suit, proceeding, hearing, investigation, claim or demand against it giving rise to any material liability) arising out of any injury to persons or property as a result of 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 the ordinary course of business and consistent with past practices. Third-party accountants retained by Purchaser prepared the audited financial statements of the Company as 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. Sellers have heretofore furnished (a) The Company has previously delivered to Purchaser true Buyer a true, complete and complete copies correct copy of (i) the its audited consolidated financial statements of for the Company as of years ended December 31, 1999, 1995 and 1994 (iithe "Audited Financial Statements") the and its unaudited consolidated balance sheet of the Company at June 30, 2000, and (iii) the related unaudited statement of income and retained earnings and statement of cash flows for the Company its consolidated subsidiaries as of June 30, 20001996 (the "Current Balance Sheet") and the related statements of operations and accumulated deficit and cash flows for the six-month period then ended (collectively with the Current Balance Sheet, together the "Current Financial Statements"). The Audited Financial Statements and the Current Financial Statements were prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis throughout the periods indicated (except as may be otherwise indicated in the notes thereto (collectively, and except that the "Financial Statements," copies of which are attached hereto as EXHIBIT 4.8). To the best knowledge of Sellers, the Current Financial Statements do not contain footnotes meeting the requirements of GAAP) and fairly present fairly the consolidated financial position, accumulated deficit and results of operations and cash flow of the Company and its subsidiaries on a consolidated basis as at the respective dates thereof and for the respective periods indicated therein (subject, in the case of the Current Financial Statements, to normal year-end adjustments consistent with past practice). (b) Except (i) as set forth in the Current Financial Statements, (ii) as set forth in or described in this Agreement or the Disclosure Letter, (iii) for liabilities incurred in the ordinary course of business since December 31, 1995 which would be required to be included as a liability on a consolidated balance sheet prepared in accordance with GAAP as of the date and for the period indicated. Except as disclosed hereof, or (iv) all other liabilities or obligations incurred in the Financial Statements, to the best ordinary course of Sellers' knowledge following diligent reviewbusiness, the Company has no material liabilities and its subsidiaries do not have any liability or obligations obligation of any kind, nature (whether accrued, absolute, contingent or otherwise), whether or not such liabilities or obligations would have been required to be disclosed on a balance sheet prepared in conformity with GAAP, other than liabilities and obligations incurred since June 30, 2000 in the 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 except for any present liability or future charge, complaint, action, suit, proceeding, hearing, investigation, claim or demand against it giving rise to any material liability) arising out of any injury to persons or property as obligation which will not have a result of 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 the ordinary course of business and consistent with past practicesMaterial Adverse Effect. Third-party accountants retained by Purchaser prepared the audited financial statements of the Company as 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.2.8

Financial Statements and Undisclosed Liabilities. Sellers have heretofore furnished CVB has delivered to Purchaser true and complete copies of (i) the Citizens its audited consolidated financial statements of CVB and its Subsidiaries for the Company as of fiscal years ended December 31, 19991992, 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 (iithe "SEC") under the Exchange Act and certified by independent certified public accountants. CVB has delivered to Citizens its unaudited balance sheet consolidated financial statements of the Company at CVB and its Subsidiaries for six months ending June 30, 2000, and (iii) 1995 as reported in CVB's Quarterly Reports on Form 10-Q filed with the related unaudited statement of income and retained earnings and statement of cash flows for SEC under the Company Exchange Act. The financial statements delivered by CVB to Citizens were prepared in accordance with GAAP except as of June 30, 2000, together with disclosed therein or in the notes thereto (collectively, the "Financial Statements," copies of which are attached hereto as EXHIBIT 4.8). To the best knowledge of Sellers, the Financial Statements and present fairly the financial position, position of CVB as of the dates thereof and the results of operations and changes in shareholders' equity and cash flow 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 Company SEC, except as of the date and for the period indicated. Except as disclosed indicated in the Financial Statementsnotes thereto or, to in the best case of Sellers' knowledge following diligent reviewunaudited statements, as permitted by Form 10-Q. Except (i) as set forth in the Company has no material CVB Disclosure Schedule and (ii) for liabilities or obligations of any kind, whether accrued, absolute, contingent or otherwise, whether or not such liabilities or obligations would have been required to be disclosed on a balance sheet prepared in conformity with GAAP, other than liabilities and obligations incurred since June 30, 2000 in the ordinary course of business and consistent with past practices. Without limiting the generality since December 31, 1994, as of the foregoing, to the best date hereof neither CVB nor any of Sellers' knowledge following diligent review, the Company its Subsidiaries has no any material liability (relating to their respective businesses, which is required in accordance with GAAP to be reflected on an audited consolidated balance sheet of CVB and there is no basis for any present or future charge, complaint, action, suit, proceeding, hearing, investigation, claim or demand against it giving rise to any material liability) arising out of any injury to persons or property as a result of 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 the ordinary course of business and consistent with past practices. Third-party accountants retained by Purchaser prepared which was not disclosed on the audited financial statements consolidated balance sheet of the Company CVB as of December 31, 19991994. 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.51