Common use of Financial Statements and Undisclosed Liabilities Clause in Contracts

Financial Statements and Undisclosed Liabilities. (a) The Company shall deliver prior to closing to the Buyer its unaudited financial statements of the Company for the period ended May 31, 2013 (all of which financial statements are collectively referred to as "Interim Financial Statements"). The Interim Financial Statements and similar balance sheets and statements for periods subsequent to those covered by the Interim Financial Statements are hereinafter referred to as "Financial Statements." (b) All of the Financial Statements: (i) are true and correct in all material respects and present fairly the financial position of the Company as of the dates thereof and the results of operations and changes in financial position for the respective periods covered by such statements, and (ii) have been prepared in accordance with generally accepted accounting principles applied on a basis consistent with Company's past practices. (c) The Company does not have any indebtedness, liability, claim or obligation of any nature, fixed or contingent, xxxxxx or inchoate, liquidated or unliquidated, secured or unsecured or otherwise of any kind or nature whatsoever, except: (i) as shown dollar for dollar on the Balance Sheet or incurred in the ordinary course of business on commercially reasonable terms subsequent to the Interim Financial Statements; or (ii) commercial obligations to perform pursuant to executory obligations not in default as disclosed pursuant to this Agreement. To the Best Knowledge of the Company, there is no existing condition, situation or set of circumstances which will result in any such liabilities.

Financial Statements and Undisclosed Liabilities. (a) The Company shall deliver prior to closing has delivered to the Buyer its unaudited balance sheet ("Balance Sheet") as of September 30, 2010 (the "Interim Date"). In addition, the Company has delivered to the Buyer all financial statements of the Company for the period ended May December 31, 2013 2009 (all of which financial statements are collectively referred to as "Interim Financial Statements"). The Interim Financial Statements and similar balance sheets and statements for periods subsequent to those covered by the Interim Financial Statements are hereinafter referred to as "Financial Statements."" The Company will continue to deliver monthly financial statements to Buyer prior to the date of the Closing, promptly after the same are prepared by the Company. (b) All of the Financial Statements: (i) are true and correct in all material respects and present fairly the financial position of the Company as of the dates thereof and the results of operations and changes in financial position for the respective periods covered by such statements, and (ii) have been prepared in accordance with generally accepted accounting principles applied on a basis consistent with Company's past practices. (c) The Company does not have any indebtedness, liability, claim or obligation of any nature, fixed or contingent, xxxxxx or inchoate, liquidated or unliquidated, secured or unsecured or otherwise of any kind or nature whatsoever, except: (i) as shown dollar for dollar on the Balance Sheet or incurred in the ordinary course of business on commercially reasonable terms subsequent to the Interim Financial StatementsDate; or (ii) commercial obligations to perform pursuant to executory obligations not in default as disclosed pursuant to this Agreement. To the Best Knowledge of Sellers and the Company, there is no existing condition, situation or set of circumstances which will result in any such liabilities.

Financial Statements and Undisclosed Liabilities. (a) The Company shall deliver prior to closing has delivered to the Buyer its unaudited financial statements of the Company for the period ended May December 31, 2013 (all of which financial statements are collectively referred to as "Interim Financial Statements"). The Interim Financial Statements and similar balance sheets and statements for periods subsequent to those covered by the Interim Financial Statements are hereinafter referred to as "Financial Statements."" The Company will continue to deliver monthly financial statements to Buyer prior to the date of the Closing, promptly after the same are prepared by the Company. (b) All of the Financial Statements: (i) are true and correct in all material respects and present fairly the financial position of the Company as of the dates thereof and the results of operations and changes in financial position for the respective periods covered by such statements, and (ii) have been prepared in accordance with generally accepted accounting principles applied on a basis consistent with Company's past practices. (c) The Company does not have any indebtedness, liability, claim or obligation of any nature, fixed or contingent, xxxxxx or inchoate, liquidated or unliquidated, secured or unsecured or otherwise of any kind or nature whatsoever, except: (i) as shown dollar for dollar on the Balance Sheet or incurred in the ordinary course of business on commercially reasonable terms subsequent to the Interim Financial Statements; or (ii) commercial obligations to perform pursuant to executory obligations not in default as disclosed pursuant to this Agreement. To the Best Knowledge of the Company, there is no existing condition, situation or set of circumstances which will result in any such liabilities.