Common use of Financial Statements; Books of Account Clause in Contracts

Financial Statements; Books of Account. Section 3.06 of the Disclosure Schedule includes (a) true, complete and correct copies of Target's audited consolidated balance sheets as of December 31, 2000, 1999 and 1998 and audited consolidated statements of operations, changes in stockholders' and members' equity and cash flows for the years then ended (collectively, the "Audited Financial Statements"); (b) true, complete and correct copies of Target's unaudited consolidated balance sheet as of September 30, 2001 (the "Interim Balance Sheet"; and the date thereof, the "Interim Balance Sheet Date") and consolidated statements of operations and cash flows for the 9-month period then ended (such income and cash flow statements, together with the Interim Balance Sheet, the "Interim Financial Statements"); and (c) a true, correct and complete copy of Target's unaudited consolidated balance sheet as of October 31, 2001 (the "10/31 Balance Sheet" and, collectively with the Audited Financial Statements and the Interim Financial Statements, the "Target Financial Statements"). The Target Financial Statements have been prepared in accordance with GAAP, subject to, in the case of the Interim Financial Statements and the 10/31 Balance Sheet, the omission of footnote information. The Target Financial Statements present fairly in all material respects the financial position of Target as of the dates thereof and, in the case of the Audited Financial Statements and the Interim Financial Statements, the results of its operations and cash flows for the periods then ended, in each case in accordance with GAAP, except for, in the case of Interim Financial Statements and the 10/31 Balance Sheet, the omission of footnote information. The books of account of each Target Group Member reflect in all material respects all of its items of income and expense, and all of its Assets and Liabilities, required to be reflected therein in accordance with GAAP.

Financial Statements; Books of Account. Section 3.06 3.06(a) of the Disclosure Schedule includes (a) true, complete and correct copies of Target's Tigris’s audited consolidated balance sheets as of December 31, 2000, 1999 2001 and 1998 2002 and audited consolidated statements of operations, changes in stockholders' ’ and members' ’ equity and cash flows for the years then ended (collectively, the "“Audited Financial Statements"”); (b) true, complete and correct copies of Target's Tigris’s unaudited consolidated balance sheet as of September 30December 31, 2001 2003 (the "“Interim Balance Sheet"; ;” and the date thereof, the "“Interim Balance Sheet Date"”) and consolidated statements of operations and cash flows for the 912-month period then ended (such income and cash flow statements, together with the Interim Balance Sheet, the "“Interim Financial Statements"); and (c) a true, correct and complete copy of Target's unaudited consolidated balance sheet as of October 31, 2001 (the "10/31 Balance Sheet" ” and, collectively with the Audited Financial Statements and the Interim Balance Sheet, the “Tigris Financial Statements”). Except as set forth on Section 3.06(b) of the Disclosure Schedule, the "Target Financial Statements"). The Target Tigris Financial Statements have been prepared in accordance with GAAP, subject to, in the case of the Interim Financial Statements Statements, certain normal year-end adjustments and the 10/31 Balance Sheet, the omission of footnote information. The Target Except as set forth on Section 3.06(b) of the Disclosure Schedule, the Tigris Financial Statements present fairly in all material respects the financial position of Target Tigris as of the dates thereof and, in the case of the Audited Financial Statements and the Interim Financial Statements, the results of its operations and cash flows for the periods then ended, in each case in accordance with GAAP, except for, in the case of Interim Financial Statements and the 10/31 Balance SheetStatements, the omission of footnote information. The books of account of each Target Tigris Group Member reflect in all material respects all of its items of income and expense, and all of its Assets and Liabilities, required to be reflected therein in accordance with GAAP.

Financial Statements; Books of Account. Section 3.06 of the Disclosure Schedule includes (a) true, complete and correct copies of Target's B2e’s audited consolidated balance sheets as of December 31, 2000, 1999 and 1998 2002 and audited consolidated statements of operations, changes in stockholders' and members' ’ equity and cash flows for the years year then ended and true, complete and correct copies of B2e’s draft consolidated balance sheets as of December 31, 2003 and consolidated statements of operations, changes in stockholders’ equity and cash flows for the year then ended, for which B2e’ auditors will issue as audited statements without further adjustment in accordance with Section 5.07 (collectively, the "“Audited Financial Statements"”); (b) true, complete and correct copies of Target's B2e’s unaudited consolidated balance sheet sheets as of September March 31, 2004 and June 30, 2001 2004 (the "“Interim Balance Sheet"Sheets”; and the date thereof, the "“Interim Balance Sheet Date"Dates”) and consolidated statements of operations and cash flows for the 93-month period and 6-month periods then ended (such income and cash flow statements, together with the Interim Balance Sheet, the "“Interim Financial Statements"”); and (c) a true, correct and complete copy of Target's B2e’s unaudited consolidated balance sheet as of October May 31, 2001 2004 (the "10/31 “5/31 Balance Sheet" ” and, collectively with the Audited Financial Statements and the Interim Financial Statements, the "Target “B2e Financial Statements"”). The Target B2e Financial Statements have been prepared in accordance with GAAP, subject to, in the case of the Interim Financial Statements and the 10/31 5/31 Balance Sheet, the omission of footnote information. The Target B2e Financial Statements present fairly in all material respects the financial position of Target B2e as of the dates thereof and, in the case of the Audited Financial Statements and the Interim Financial Statements, the results of its operations and cash flows for the periods then ended, in each case in accordance with GAAP, except for, in the case of Interim Financial Statements and the 10/31 5/31 Balance Sheet, the omission of footnote information. The books of account account, including all ancillary work papers, of each Target B2e Group Member reflect in all material respects all of its items of income and expense, and all of its Assets and Liabilities, required to be reflected therein in accordance with GAAP.

Financial Statements; Books of Account. Section 3.06 of the Disclosure Schedule includes Target has delivered to Acquiror (a) true, complete and correct copies of Target's audited consolidated balance sheets as of December 31September 30, 20002002, 1999 2001 and 1998 2000 and audited consolidated statements of operationsincome, changes in stockholders' and members' equity and cash flows for the years then ended (collectively, the "Audited Financial Statements"); and (b) true, complete and correct copies of Target's unaudited consolidated balance sheet as of September 30December 31, 2001 2002 (the "Interim Balance Sheet"; " and the date thereof, of the Interim Balance Sheet is the "Interim Balance Sheet Date") and consolidated statements statement of operations and cash flows income for the 93-month period then ended (such income and cash flow statementsstatement, together with the Interim Balance Sheet, the "Interim Financial Statements"); and (c) a true, correct and complete copy of Target's unaudited consolidated balance sheet as of October 31, 2001 (the "10/31 Balance Sheet" and, collectively with the Audited Financial Statements and the Interim Financial Statements, the "Target Financial Statements"). The Target Financial Statements have been prepared in accordance with GAAP, subject to, in the case of the Interim Financial Statements and the 10/31 Balance SheetStatements, the omission of footnote informationinformation and normal year-end adjustments. The Target Financial Statements present fairly in all material respects the financial position of Target as of the dates thereof and, in the case of the Audited Financial Statements and the Interim Financial Statements, the results of its operations and cash flows (in the case of the Audited Financial Statements) for the periods then ended, in each case in accordance with GAAP, except for, in the case of Interim Financial Statements and the 10/31 Balance SheetStatements, the omission of footnote informationinformation and normal year end adjustments. The Except as set forth in Section 4.06 of the Disclosure Schedule, the books of account of each Target Group Member reflect in all material respects all of its items of income and expense, expense and all of its Assets assets and Liabilities, liabilities required to be reflected therein in accordance with GAAP.