Common use of Financial Statements; Business Information Clause in Contracts

Financial Statements; Business Information. (a) Horizon has delivered to TranSwitch an unaudited balance sheet (the "Unaudited Balance Sheet") as of December 31, 2000 (the "Unaudited Balance ----------------------- ----------------- Sheet Date") and audited balance sheets (the "Audited Balance Sheets") as of ---------- ---------------------- December 31, 1999 (the "Audited Balance Sheet Date"), December 31, 1998 and -------------------------- 1997, unaudited statements of income for the twelve-month period ended December 31, 2000 and audited statements of income for the fiscal years ended December 31, 1997, 1998 and 1999 (all of such balance sheets and statements of income and cash flows are collectively referred to as the "Financial Statements"). The -------------------- Financial Statements: (i) are in accordance with the books and records of Horizon; (ii) present fairly, in all material respects, the financial position of Horizon as of the date indicated and the results of its operations and cash flows for such periods; and (iii) have been prepared in accordance with generally accepted accounting principles consistently applied (subject, in the case of unaudited statements, to the absence of footnote disclosure and in the case of interim statements to year-end adjustments, which will not be material either individually or in the aggregate and except as described in Section 3.6 of the Horizon Disclosure Schedule). As of the Unaudited Balance Sheet Date, there were no material liabilities, claims or obligations of any nature, whether accrued, absolute, contingent, anticipated or otherwise, whether due or to become due, that are not shown or provided for either in the Unaudited Balance Sheet or Section 3.6 of the Horizon Disclosure Schedule, and since the Unaudited Balance Sheet Date, Horizon has incurred no liabilities, claims or obligations of any nature, whether accrued, absolute, contingent, anticipated or otherwise other than in the ordinary course of business and except for liabilities incurred by Horizon in connection with the preparation and execution of this Agreement and the consummation of the transactions contemplated herein.

Financial Statements; Business Information. (a) Horizon Calogic has delivered to TranSwitch Parent an unaudited balance sheet (the "Unaudited Balance SheetUNAUDITED BALANCE SHEET") as of December 31September 30, 2000 1999 (the "Unaudited Balance ----------------------- ----------------- Sheet DateUNAUDITED BALANCE SHEET DATE") and audited balance sheets (the "Audited Balance SheetsAUDITED BALANCE SHEETS") as of ---------- ---------------------- December 31June 30, 1999 (the "Audited Balance Sheet DateAUDITED BALANCE SHEET DATE")) and June 30, December 31, 1998 1997 and -------------------------- 19971998, unaudited statements of income and cash flows for the twelvethree-month period ended December 31September 30, 2000 1999 and audited statements of income and cash flows for the its 1996, 1997 and 1998 fiscal years ended December 31, 1997, 1998 and 1999 (all of such balance sheets and statements of income and cash flows are collectively referred to as the "Financial StatementsFINANCIAL STATEMENTS"). The -------------------- Financial Statements: (i) are in accordance with the books and records of HorizonCalogic; (ii) present fairly, in all material respects, the financial position of Horizon Calogic as of the date indicated and the results of its operations and cash flows for such periods; and (iii) have been prepared in accordance with generally accepted accounting principles consistently applied (subject, in the case of unaudited statements, to the absence of footnote disclosure and in the case of interim statements to year-end adjustments, which will not be material either individually or in the aggregate and except as described in the Section 3.6 of the Horizon Calogic Disclosure Schedule). As of the Unaudited Balance Sheet Date, there were no material liabilities, claims or obligations of any naturenature in excess of $250,000 in the aggregate, whether accrued, absolute, contingent, anticipated or otherwise, whether due or to become due, that are intentionally not shown or provided for either are intentionally improperly recorded in the Unaudited Balance Sheet or Section 3.6 of the Horizon Disclosure Schedule, and since . Since the Unaudited Balance Sheet Date, Horizon Calogic has incurred no material liabilities, claims or obligations of any nature, whether accrued, absolute, contingent, anticipated or otherwise other than in the ordinary course of business and except for liabilities incurred by Horizon Calogic in connection with the preparation and execution of this Agreement and the consummation of the transactions contemplated herein.

Financial Statements; Business Information. (a) Horizon Calogic has delivered to TranSwitch Parent an unaudited balance sheet (the "Unaudited Balance Sheet") as of December 31September 30, 2000 1999 (the "Unaudited Balance ----------------------- ------------------------ ----------------- Sheet Date") and audited balance sheets (the "Audited Balance Sheets") as of ---------- ---------------------- December 31June 30, 1999 (the "Audited Balance Sheet Date")) and June 30, December 311997 and 1998, 1998 and -------------------------- 1997, unaudited statements of income and cash flows for the twelvethree-month period ended December 31September 30, 2000 1999 and audited statements of income and cash flows for the its 1996, 1997 and 1998 fiscal years ended December 31, 1997, 1998 and 1999 (all of such balance sheets and statements of income and cash flows are collectively referred to as the "Financial Statements"). The -------------------- Financial Statements: (i) are in accordance with the books and records of HorizonCalogic; (ii) present fairly, in all material respects, the financial position of Horizon Calogic as of the date indicated and the results of its operations and cash flows for such periods; and (iii) have been prepared in accordance with generally accepted accounting principles consistently applied (subject, in the case of unaudited statements, to the absence of footnote disclosure and in the case of interim statements to year-end adjustments, which will not be material either individually or in the aggregate and except as described in the Section 3.6 of the Horizon Calogic Disclosure Schedule). As of the Unaudited Balance Sheet Date, there were no material liabilities, claims or obligations of any naturenature in excess of $250,000 in the aggregate, whether accrued, absolute, contingent, anticipated or otherwise, whether due or to become due, that are intentionally not shown or provided for either are intentionally improperly recorded in the Unaudited Balance Sheet or Section 3.6 of the Horizon Disclosure Schedule, and since Sheet. Since the Unaudited Balance Sheet Date, Horizon Calogic has incurred no material liabilities, claims or obligations of any nature, whether accrued, absolute, contingent, anticipated or otherwise other than in the ordinary course of business and except for liabilities incurred by Horizon Calogic in connection with the preparation and execution of this Agreement and the consummation of the transactions contemplated herein.

Financial Statements; Business Information. (a) Horizon DA has delivered to TranSwitch Delano an unaudited balance sheet (the "Unaudited Balance SheetUNAUDITED BALANCE SHEET") as of December August 31, 2000 (the "Unaudited Balance ----------------------- ----------------- Sheet DateUNAUDITED BALANCE SHEET DATE") and audited balance sheets (the "Audited Balance SheetsAUDITED BALANCE SHEETS") as of ---------- ---------------------- December 31, 1999 (the "Audited Balance Sheet DateAUDITED BALANCE SHEET DATE"), ) and December 31, 1998 and -------------------------- 19971998, unaudited statements of income and cash flows for the twelveeight-month period ended December August 31, 2000 and audited statements of income and cash flows for the its 1999 and 1998 fiscal years ended December 31, 1997, 1998 and 1999 (all of such balance sheets and statements of income and cash flows are collectively referred to as the "Financial StatementsFINANCIAL STATEMENTS"). The -------------------- Financial Statements: (i) are in accordance with the books and records of HorizonDA; (ii) present fairly, in all material respects, the financial position of Horizon DA as of the date indicated and the results of its operations and cash flows for such periods; and (iii) have been prepared in accordance with generally accepted accounting principles consistently applied (subject, in the case of unaudited statements, to the absence of footnote disclosure and in the case of unaudited interim statements to year-end adjustments, which will not be material either individually or in the aggregate and except as described in Section 3.6 of the Horizon DA Disclosure Schedule). As of the Unaudited Balance Sheet Date, there were no material liabilities, claims or obligations of any nature, whether accrued, absolute, contingent, anticipated or otherwise, whether due or to become due, that are not shown or provided for either in the Unaudited Balance Sheet or Section 3.6 of the Horizon DA Disclosure Schedule, and since the Unaudited Balance Sheet Date, Horizon DA has incurred no liabilities, claims or obligations of any nature, whether accrued, absolute, contingent, anticipated or otherwise otherwise, other than in the ordinary course of business and except for liabilities incurred by Horizon DA in connection with the preparation and execution of this Agreement and the consummation of the transactions contemplated herein.

Financial Statements; Business Information. (a) Horizon HT has delivered to TranSwitch Parent an unaudited balance sheet (the "Unaudited Balance UNAUDITED BALANCE SHEET") as of January 31, 2000 (the "UNAUDITED BALANCE SHEET DATE") and an audited balance sheet (the "AUDITED BALANCE Sheet") as of December 31, 2000 (the "Unaudited Balance ----------------------- ----------------- Sheet Date") and audited balance sheets (the "Audited Balance Sheets") as of ---------- ---------------------- December 31, 1999 (the "Audited Balance Sheet DateAUDITED BALANCE SHEET DATE"), December 31, 1998 and -------------------------- 1997, unaudited statements of income and cash flows for the twelveone-month period ended December January 31, 2000 and audited statements of income and cash flows for the its last fiscal years ended December 31, 1997, 1998 and 1999 year (all of such balance sheets and statements of income and cash flows are collectively referred to as the "Financial StatementsFINANCIAL STATEMENTS"). The -------------------- Financial Statements: (i) are in accordance with the books and records of HorizonHT; (ii) present fairly, in all material respects, the financial position of Horizon HT as of the date indicated and the results of its operations and cash flows for such periods; and (iii) have been prepared in accordance with generally accepted accounting principles consistently applied (subject, in the case of unaudited statements, to the absence of footnote disclosure and in the case of unaudited interim statements to year-end adjustments, which will not be material either individually or in the aggregate and except as described in the Section 3.6 of the Horizon HT Disclosure Schedule). As of the Unaudited Balance Sheet Date, there were no material liabilities, claims or obligations of any nature, whether accrued, absolute, contingent, anticipated or otherwise, whether due or to become due, that are not shown or provided for either in the Unaudited Balance Sheet or Section 3.6 of the Horizon HT Disclosure Schedule, and since the Unaudited Balance Sheet Date, Horizon HT has incurred no liabilities, claims or obligations of any nature, whether accrued, absolute, contingent, anticipated or otherwise other than in the ordinary course of business or as disclosed in Section 3.6 of the HT Disclosure Schedule and except for liabilities incurred by Horizon HT in connection with the preparation and execution of this Agreement and the consummation of the transactions contemplated herein.

Financial Statements; Business Information. (a) Horizon Excell has delivered to TranSwitch Cambridge an unaudited balance sheet (the "Unaudited Balance Sheet") as of December July 31, 2000 1998 (the "Unaudited Balance Sheet ----------------------- ----------------- Sheet ----------------------- Date") and an audited balance sheets sheet (the "Audited Balance SheetsSheet") as of ---------- ---------------------- December 31, 1999 ---- --------------------- 1997 (the "Audited Balance Sheet Date"), a reviewed balance sheet as of December -------------------------- 31, 1998 1996, and -------------------------- 1997, unaudited statements of income for the twelveseven-month period ended December July 31, 2000 and 1998, audited statements of income and cash flows for the its 1997 fiscal year, and reviewed statements of income and cash flows for its 1996 and 1995 fiscal years ended December 31, 1997, 1998 and 1999 (all of such balance sheets and statements of income and cash flows are collectively referred to as the "Financial Statements"). The Financial -------------------- Financial Statements: (i) are in accordance with the books and records of HorizonExcell; (ii) present fairly, in all material respects, the financial position of Horizon Excell as of the date indicated and the results of its operations and cash flows for such periods; and (iii) have been prepared in accordance with generally accepted accounting principles consistently applied (subject, in the case of unaudited statements, to the absence of footnote disclosure and in the case of unaudited interim statements to year-end adjustments, which will not be material either individually or in the aggregate and except as described in the Section 3.6 of the Horizon Excell Disclosure Schedule). As of the Unaudited Balance Sheet Date, there were no material liabilities, claims or obligations of any nature, whether accrued, absolute, contingent, anticipated or otherwise, whether due or to become due, that are not shown or provided for either in the Unaudited Balance Sheet or Section 3.6 of the Horizon Excell Disclosure Schedule, and since the Unaudited Balance Sheet Date, Horizon Excell has incurred no liabilities, claims or obligations of any nature, whether accrued, absolute, contingent, anticipated or otherwise other than in the ordinary course of business and except for liabilities incurred by Horizon Excell in connection with the preparation and execution of this Agreement and the consummation of the transactions contemplated herein.

Financial Statements; Business Information. (a) Horizon Onex has delivered to TranSwitch an unaudited balance sheet (the "Unaudited Balance Sheet") as of December 31June 30, 2000 2001 (the "Unaudited Balance Sheet ----------------------- ----------------- Sheet ----------------------- Date") and audited balance sheets (the "Audited Balance Sheets") as of ---------- December ---- ---------------------- December 31, 1999 2000 (the "Audited Balance Sheet Date"), ) and December 31, 1998 and -------------------------- 19971999, unaudited -------------------------- statements of income and cash flows for the twelvesix-month period ended December 31June 30, 2000 2001 and audited statements of income and cash flows for the fiscal years ended December 31, 1997, 1998 2000 and 1999 (all of such balance sheets and statements of income and cash flows are collectively referred to as the "Financial Statements"). The -------------------- Financial Statements: (i) are in accordance with the books and records of HorizonOnex; (ii) present fairly, in all material respects, the financial position of Horizon Onex as of the date indicated and the results of its operations and cash flows for such periods; and (iii) have been prepared in accordance with generally accepted accounting principles consistently applied (subject, in the case of unaudited statements, to the absence of footnote disclosure and in the case of interim statements to year-end adjustments, which will not be material either individually or in the aggregate and except as described in the Section 3.6 of the Horizon Onex Disclosure Schedule). As of the Unaudited Balance Sheet Date, there were no material liabilities, claims or obligations of any nature, whether accrued, absolute, contingent, anticipated or otherwise, whether due or to become due, that are not shown or provided for either in the Unaudited Balance Sheet or Section 3.6 of the Horizon Onex Disclosure Schedule, and since the Unaudited Balance Sheet Date, Horizon Onex has incurred no liabilities, claims or obligations of any nature, whether accrued, absolute, contingent, anticipated or otherwise other than in the ordinary course of business and except for liabilities incurred by Horizon Onex in connection with the preparation and execution of this Agreement and the consummation of the transactions contemplated herein.

Financial Statements; Business Information. (a) Horizon Alacrity has delivered to TranSwitch an unaudited balance sheet (the "Unaudited Balance Sheet") as of December 31June 30, 2000 (the "Unaudited Balance ----------------------- ----------------- Sheet Date") and audited balance sheets (the "Audited Balance Sheets") as of ---------- ---------------------- December 31June 30, 1999 (the "Audited Balance Sheet Date"), December 31June 30, 1998 and -------------------------- 1997, -------------------------- unaudited statements of income and cash flows for the twelve-month period ended December 31June 30, 2000 and audited statements of income and cash flows for the fiscal years ended December 31June 30, 1997, 1998 and 1999 (all of such balance sheets and statements of income and cash flows are collectively referred to as the "Financial Statements"). The -------------------- Financial Statements: (i) are in accordance with --------------------- the books and records of HorizonAlacrity; (ii) present fairly, in all material respects, the financial position of Horizon Alacrity as of the date indicated and the results of its operations and cash flows for such periods; and (iii) have been prepared in accordance with generally accepted accounting principles consistently applied (subject, in the case of unaudited statements, to the absence of footnote disclosure and in the case of interim statements to year-end adjustments, which will not be material either individually or in the aggregate and except as described in the Section 3.6 of the Horizon Alacrity Disclosure Schedule). As of the Unaudited Balance Sheet Date, there were no material liabilities, claims or obligations of any nature, whether accrued, absolute, contingent, anticipated or otherwise, whether due or to become due, that are not shown or provided for either in the Unaudited Balance Sheet or Section 3.6 of the Horizon Alacrity Disclosure Schedule, and since the Unaudited Balance Sheet Date, Horizon Alacrity has incurred no liabilities, claims or obligations of any nature, whether accrued, absolute, contingent, anticipated or otherwise other than in the ordinary course of business and except for liabilities incurred by Horizon Alacrity in connection with the preparation and execution of this Agreement and the consummation of the transactions contemplated herein.

Financial Statements; Business Information. (a) Horizon Adaytum has delivered to TranSwitch Parent an unaudited consolidated balance sheet (the "“Unaudited Balance Sheet"”) as of November 30, 2002 (the “Unaudited Balance Sheet Date”) and audited consolidated balance sheets (the “Audited Balance Sheets”) as of December 31, 2000 2001 (the "Unaudited Balance ----------------------- ----------------- Sheet Date") and audited balance sheets (the "Audited Balance Sheets") as of ---------- ---------------------- December 31, 1999 (the "“Audited Balance Sheet Date"”), December 31, 1998 2000 and -------------------------- 1997June 30, 1999, unaudited consolidated statements of income and cash flows for the twelveeleven-month period ended November 30, 2002 and audited consolidated statements of income and cash flows for its fiscal years ended June 30, 1999, December 31, 2000 and audited statements of income for the fiscal years ended December 31, 1997, 1998 and 1999 2001 (all of such balance sheets and statements of income and cash flows are collectively referred to as the "“Financial Statements"”). The -------------------- Financial Statements: (i) are in accordance with the books and records of HorizonAdaytum; (ii) present fairly, in all material respects, the financial position of Horizon Adaytum as of the date indicated and the results of its operations and cash flows for such periodsthe periods indicated; and (iii) have been prepared in accordance with generally accepted accounting principles in the United States consistently applied (subject, in the case of unaudited statements, to the absence of footnote disclosure and in the case of unaudited interim statements to year-end adjustments, which will not be material either individually or in the aggregate and except as described in Section 3.6 of the Horizon Disclosure Schedule). As of the Unaudited Balance Sheet Date, there were no material liabilities, claims or obligations of any nature, whether accrued, absolute, contingent, anticipated or otherwise, whether due or to become due, that are not shown or provided for either in the Unaudited Balance Sheet or Section 3.6 other than obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles in the Horizon Disclosure ScheduleUnited States to be reflected in the Unaudited Balance Sheet, and since the Unaudited Balance Sheet Date, Horizon Adaytum has incurred no liabilities, claims or obligations of any nature, whether accrued, absolute, contingent, anticipated or otherwise other than in the ordinary course of business and except for liabilities incurred by Horizon Adaytum in connection with the preparation and execution of this Agreement and the consummation of the transactions contemplated herein.

Financial Statements; Business Information. (a) Horizon NextPoint has delivered to TranSwitch Parent an unaudited balance sheet (the "Unaudited Balance SheetUNAUDITED BALANCE SHEET") as of December 31April 30, 2000 (the "Unaudited Balance ----------------------- ----------------- Sheet DateUNAUDITED BALANCE SHEET DATE") and audited balance sheets (the "Audited Balance SheetsAUDITED BALANCE SHEETS") as of ---------- ---------------------- December 31, 1999 (the "Audited Balance Sheet DateAUDITED BALANCE SHEET DATE"), ) and December 31, 1998 and -------------------------- 19971998, unaudited statements of income and cash flows for the twelvefour-month period ended December 31April 30, 2000 1999 and audited statements of income and cash flows for the its 1999 and 1998 fiscal years ended December 31, 1997, 1998 and 1999 (all of such balance sheets and statements of income and cash flows are collectively referred to as the "Financial StatementsFINANCIAL STATEMENTS"). The -------------------- Financial Statements: (i) are in accordance with the books and records of HorizonNextPoint; (ii) present fairly, fairly in all material respects, respects the financial position of Horizon NextPoint as of the date indicated and the results of its operations and cash flows for such periods; and (iii) have been prepared in accordance with generally accepted accounting principles consistently applied (subject, in the case of unaudited statements, to the absence of footnote disclosure and in the case of unaudited interim statements to year-end adjustments, which will not be material either individually or in the aggregate and except as described in the Section 3.6 3.6(a) of the Horizon Disclosure Schedule). As of the Unaudited Balance Sheet Date, there were no material liabilities, claims or obligations of any nature, whether accrued, absolute, contingent, anticipated or otherwise, whether due or a nature required to become due, be set forth on a balance sheet prepared in accordance with GAAP that are not shown or provided for either in the Unaudited Balance Sheet or Section 3.6 3.6(a) of the Horizon Disclosure Schedule, and since the Unaudited Balance Sheet Date, Horizon NextPoint has incurred no liabilities, claims or obligations of any nature, whether known, unknown, accrued, absolute, contingent, anticipated or otherwise other than in the ordinary course of business and except for liabilities incurred by Horizon NextPoint in connection with the preparation and execution of this Agreement and the consummation of the transactions contemplated herein.

Financial Statements; Business Information. (a) Horizon HT has delivered to TranSwitch Parent an unaudited balance sheet (the "Unaudited Balance SheetUNAUDITED BALANCE SHEET") as of January 31, 2000 (the "UNAUDITED BALANCE SHEET DATE") and an audited balance sheet (the "AUDITED BALANCE SHEET") as of December 31, 2000 (the "Unaudited Balance ----------------------- ----------------- Sheet Date") and audited balance sheets (the "Audited Balance Sheets") as of ---------- ---------------------- December 31, 1999 (the "Audited Balance Sheet DateAUDITED BALANCE SHEET DATE"), December 31, 1998 and -------------------------- 1997, unaudited statements of income and cash flows for the twelveone-month period ended December January 31, 2000 and audited statements of income and cash flows for the its last fiscal years ended December 31, 1997, 1998 and 1999 year (all of such balance sheets and statements of income and cash flows are collectively referred to as the "Financial StatementsFINANCIAL STATEMENTS"). The -------------------- Financial Statements: (i) are in accordance with the books and records of HorizonHT; (ii) present fairly, in all material respects, the financial position of Horizon HT as of the date indicated and the results of its operations and cash flows for such periods; and (iii) have been prepared in accordance with generally accepted accounting principles consistently applied (subject, in the case of unaudited statements, to the absence of footnote disclosure and in the case of unaudited interim statements to year-end adjustments, which will not be material either individually or in the aggregate and except as described in the Section 3.6 of the Horizon HT Disclosure Schedule). As of the Unaudited Balance Sheet Date, there were no material liabilities, claims or obligations of any nature, whether accrued, absolute, contingent, anticipated or otherwise, whether due or to become due, that are not shown or provided for either in the Unaudited Balance Sheet or Section 3.6 of the Horizon HT Disclosure Schedule, and since the Unaudited Balance Sheet Date, Horizon HT has incurred no liabilities, claims or obligations of any nature, whether accrued, absolute, contingent, anticipated or otherwise other than in the ordinary course of business or as disclosed in Section 3.6 of the HT Disclosure Schedule and except for liabilities incurred by Horizon HT in connection with the preparation and execution of this Agreement and the consummation of the transactions contemplated herein.