Common use of Financial Statements; Business Information Clause in Contracts

Financial Statements; Business Information. (a) Stealth has delivered to the Buyer an unaudited balance sheet (the “Unaudited Balance Sheet”) as of November 4, 2004 (the “Unaudited Balance Sheet Date”). The Unaudited Balance Sheet: (i) presents fairly, in all material respects, the financial position of Stealth as of the date indicated; (ii) are consolidated, if necessary, and (iii) have been prepared in accordance with generally accepted accounting principles consistently applied (subject to the absence of footnote disclosure and to year-end adjustments, which will not be material either individually or in the aggregate and except as described in the Section 2.5 of the Stealth Disclosure Schedule). Since the Unaudited Balance Sheet Date, Stealth has incurred no liabilities, claims or obligations of any nature, whether accrued, absolute, contingent, anticipated or otherwise (“Liabilities”) that would be required by GAAP to be set forth in a balance sheet of the Business, other than Liabilities (i) incurred in the ordinary course of business, (ii) incurred by Stealth in connection with the preparation and execution of this Agreement and the consummation of the transactions contemplated herein, and (iii) that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (b) All of the accounts, notes and other receivables which are reflected in the Unaudited Balance Sheet were acquired in the ordinary course of business; and all of the accounts, notes and other receivables which are reflected therein have been collected in full, or are good and collectible, in the ordinary course of business; and all of the accounts, notes and receivables that have been acquired by Stealth since the Unaudited Balance Sheet Date were acquired in the ordinary course of business and have been collected in full, or are good and collectible in the ordinary course of business in each case subject to a ten percent (10%) allowance for uncollectible trade receivables. No accounts, notes or other receivables are contingent upon the performance by Stealth of any obligation or contract. No Person has any Lien on any of such receivables and no agreement for deduction or discount has been made with respect thereto, and there is no outstanding dispute or asserted right of set-off with respect thereto.

Financial Statements; Business Information. (a) Stealth HT has delivered to the Buyer Parent an unaudited balance sheet (the “Unaudited Balance Sheet”"UNAUDITED BALANCE SHEET") as of November 4January 31, 2004 2000 (the “Unaudited Balance Sheet Date”"UNAUDITED BALANCE SHEET DATE") and an audited balance sheet (the "AUDITED BALANCE Sheet") as of December 31, 1999 (the "AUDITED BALANCE SHEET DATE"), unaudited statements of income and cash flows for the one-month period ended January 31, 2000 and audited statements of income and cash flows for its last fiscal year (all of such balance sheets and statements of income and cash flows are collectively referred to as the "FINANCIAL STATEMENTS"). The Unaudited Balance SheetFinancial Statements: (i) presents are in accordance with the books and records of HT; (ii) present fairly, in all material respects, the financial position of Stealth HT as of the date indicatedindicated and the results of its operations and cash flows for such periods; (ii) are consolidated, if necessary, and (iii) have been prepared in accordance with generally accepted accounting principles consistently applied (subject 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 2.5 3.6 of the Stealth HT Disclosure Schedule). Since As of the Unaudited Balance Sheet Date, Stealth 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 HT Disclosure Schedule, and since the Unaudited Balance Sheet Date, HT has incurred no liabilities, claims or obligations of any nature, whether accrued, absolute, contingent, anticipated or otherwise (“Liabilities”) that would be required by GAAP to be set forth in a balance sheet of the Business, other than Liabilities (i) incurred in the ordinary course of business, (ii) business or as disclosed in Section 3.6 of the HT Disclosure Schedule and except for liabilities incurred by Stealth HT in connection with the preparation and execution of this Agreement and the consummation of the transactions contemplated herein, and (iii) that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (b) All of the accounts, notes and other receivables which are reflected in the Unaudited Balance Sheet were acquired in the ordinary course of business; and and, except to the extent reserved against in the Unaudited Balance Sheet, all of the accounts, notes and other receivables which are reflected therein have been collected in full, or are good and collectible, in the ordinary course of business; and all of the accounts, notes and other receivables that which have been acquired by Stealth HT since the Unaudited Balance Sheet Date were acquired in the ordinary course of business and have been collected in full, or are good and collectible collectible, subject to an appropriate reserve determined in a manner consistent with past practices of HT, in the ordinary course of business in each case subject to a ten percent (10%) allowance for uncollectible trade receivablesbusiness. No accounts, notes or other receivables are contingent upon the performance by Stealth HT of any obligation or contract. No Person has any Lien on any of such receivables and no agreement for deduction or discount has been made with respect thereto. The HT Note and any accrued interest includes all amounts owed by HT to the Stockholder. (c) The business information previously prepared by HT and delivered to Parent was prepared in good faith, and there is based on assumptions XX xxxxx reasonable, was prepared for planning purposes, although no outstanding dispute assurances are given that HT will engage in the activities described therein or asserted right of set-off with respect theretoachieve the results projected therein.

Financial Statements; Business Information. (a) Stealth HT has delivered to the Buyer Parent an unaudited balance sheet (the “Unaudited Balance Sheet”"UNAUDITED BALANCE SHEET") as of November 4January 31, 2004 2000 (the “Unaudited Balance Sheet Date”"UNAUDITED BALANCE SHEET DATE") and an audited balance sheet (the "AUDITED BALANCE SHEET") as of December 31, 1999 (the "AUDITED BALANCE SHEET DATE"), unaudited statements of income and cash flows for the one-month period ended January 31, 2000 and audited statements of income and cash flows for its last fiscal year (all of such balance sheets and statements of income and cash flows are collectively referred to as the "FINANCIAL STATEMENTS"). The Unaudited Balance SheetFinancial Statements: (i) presents are in accordance with the books and records of HT; (ii) present fairly, in all material respects, the financial position of Stealth HT as of the date indicatedindicated and the results of its operations and cash flows for such periods; (ii) are consolidated, if necessary, and (iii) have been prepared in accordance with generally accepted accounting principles consistently applied (subject 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 2.5 3.6 of the Stealth HT Disclosure Schedule). Since As of the Unaudited Balance Sheet Date, Stealth 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 HT Disclosure Schedule, and since the Unaudited Balance Sheet Date, HT has incurred no liabilities, claims or obligations of any nature, whether accrued, absolute, contingent, anticipated or otherwise (“Liabilities”) that would be required by GAAP to be set forth in a balance sheet of the Business, other than Liabilities (i) incurred in the ordinary course of business, (ii) business or as disclosed in Section 3.6 of the HT Disclosure Schedule and except for liabilities incurred by Stealth HT in connection with the preparation and execution of this Agreement and the consummation of the transactions contemplated herein, and (iii) that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (b) All of the accounts, notes and other receivables which are reflected in the Unaudited Balance Sheet were acquired in the ordinary course of business; and and, except to the extent reserved against in the Unaudited Balance Sheet, all of the accounts, notes and other receivables which are reflected therein have been collected in full, or are good and collectible, in the ordinary course of business; and all of the accounts, notes and other receivables that which have been acquired by Stealth HT since the Unaudited Balance Sheet Date were acquired in the ordinary course of business and have been collected in full, or are good and collectible collectible, subject to an appropriate reserve determined in a manner consistent with past practices of HT, in the ordinary course of business in each case subject to a ten percent (10%) allowance for uncollectible trade receivablesbusiness. No accounts, notes or other receivables are contingent upon the performance by Stealth HT of any obligation or contract. No Person has any Lien on any of such receivables and no agreement for deduction or discount has been made with respect thereto. The HT Note and any accrued interest includes all amounts owed by HT to the Stockholder. (c) The business information previously prepared by HT and delivered to Parent was prepared in good faith, and there is based on assumptions XX xxxxx reasonable, was prepared for planning purposes, although no outstanding dispute assurances are given that HT will engage in the activities described therein or asserted right of set-off with respect theretoachieve the results projected therein.

Financial Statements; Business Information. (a) Stealth Onex has delivered to the Buyer TranSwitch an unaudited balance sheet (the “"Unaudited Balance Sheet”") as of November 4June 30, 2004 2001 (the “"Unaudited Balance Sheet ----------------------- ----------------------- Date”") and audited balance sheets (the "Audited Balance Sheets") as of December ---- ---------------------- 31, 2000 (the "Audited Balance Sheet Date") and December 31, 1999, unaudited -------------------------- statements of income and cash flows for the six-month period ended June 30, 2001 and audited statements of income and cash flows for the fiscal years ended December 31, 2000 and 1999 (all of such balance sheets and statements of income and cash flows are collectively referred to as the "Financial Statements"). The Unaudited Balance Sheet-------------------- Financial Statements: (i) presents are in accordance with the books and records of Onex; (ii) present fairly, in all material respects, the financial position of Stealth Onex as of the date indicatedindicated and the results of its operations and cash flows for such periods; (ii) are consolidated, if necessary, and (iii) have been prepared in accordance with generally accepted accounting principles consistently applied (subject 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 2.5 3.6 of the Stealth Onex Disclosure Schedule). Since As of the Unaudited Balance Sheet Date, Stealth 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 Onex Disclosure Schedule, and since the Unaudited Balance Sheet Date, Onex has incurred no liabilities, claims or obligations of any nature, whether accrued, absolute, contingent, anticipated or otherwise (“Liabilities”) that would be required by GAAP to be set forth in a balance sheet of the Business, other than Liabilities (i) incurred in the ordinary course of business, (ii) business and except for liabilities incurred by Stealth Onex in connection with the preparation and execution of this Agreement and the consummation of the transactions contemplated herein, and (iii) that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (b) All of the accounts, notes and other receivables which are reflected in the Unaudited Balance Sheet were acquired in the ordinary course of business; and all . (c) The information relating to Onex's business presented in the (i) presentation to the Board of Directors of Onex on May 24, 2001, (ii) meeting of the accountsBoard of Directors of July 26, notes 2001, (iii) meeting with TranSwitch on July 9, 2001 and other receivables which (iv) the financial projections provided to TranSwitch by Onex in connection with the Merger was prepared in good faith, based on assumptions Onex deemed reasonable at the time prepared, and was prepared for planning purposes, although no assurances are reflected therein have been collected in full, or are good and collectible, given that Onex will engage in the ordinary course of business; and all of activities described therein or achieve the accounts, notes and receivables that have been acquired by Stealth since the Unaudited Balance Sheet Date were acquired in the ordinary course of business and have been collected in full, or are good and collectible in the ordinary course of business in each case subject to a ten percent (10%) allowance for uncollectible trade receivables. No accounts, notes or other receivables are contingent upon the performance by Stealth of any obligation or contract. No Person has any Lien on any of such receivables and no agreement for deduction or discount has been made with respect thereto, and there is no outstanding dispute or asserted right of set-off with respect theretoresults projected therein.

Financial Statements; Business Information. (a) Stealth Adaytum has delivered to the Buyer Parent an unaudited consolidated balance sheet (the “Unaudited Balance Sheet”) as of November 430, 2004 2002 (the “Unaudited Balance Sheet Date”) and audited consolidated balance sheets (the “Audited Balance Sheets”) as of December 31, 2001 (the “Audited Balance Sheet Date”), December 31, 2000 and June 30, 1999, unaudited consolidated statements of income and cash flows for the eleven-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 December 31, 2001 (all of such balance sheets and statements of income and cash flows are collectively referred to as the “Financial Statements”). The Unaudited Balance SheetFinancial Statements: (i) presents are in accordance with the books and records of Adaytum; (ii) present fairly, in all material respects, the financial position of Stealth Adaytum as of the date indicated and the results of its operations and cash flows for the periods indicated; (ii) are consolidated, if necessary, and (iii) have been prepared in accordance with generally accepted accounting principles in the United States consistently applied (subject 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 2.5 . As of the Stealth Disclosure Schedule). Since the Unaudited Balance Sheet Date, Stealth there were no 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 in the Unaudited Balance Sheet other than obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles in the United States to be reflected in the Unaudited Balance Sheet, and since the Unaudited Balance Sheet Date, Adaytum has incurred no liabilities, claims or obligations of any nature, whether accrued, absolute, contingent, anticipated or otherwise (“Liabilities”) that would be required by GAAP to be set forth in a balance sheet of the Business, other than Liabilities (i) incurred in the ordinary course of business, (ii) business and except for liabilities incurred by Stealth Adaytum in connection with the preparation and execution of this Agreement and the consummation of the transactions contemplated herein, and (iii) that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (b) All of the accounts, notes and other receivables which are reflected in the Unaudited Balance Sheet were acquired in the ordinary course of business; and and, except to the extent reserved against in the Unaudited Balance Sheet, all of the accounts, notes and other receivables which are reflected therein have been collected in full, or are good and collectible, in the ordinary course of business; and all of the accounts, notes and other receivables that which have been acquired by Stealth Adaytum since the Unaudited Balance Sheet Date were acquired in the ordinary course of business and have been collected in full, or are good and collectible collectible, subject to an appropriate reserve determined in a manner consistent with past practices of Adaytum, in the ordinary course of business in each case subject to a ten percent (10%) allowance for uncollectible trade receivablesbusiness. No accounts, notes or other receivables are contingent upon the performance by Stealth Adaytum of any obligation or contract. No Person has any Lien on any of such receivables and no agreement for deduction or discount has been made with respect thereto, and there is no outstanding dispute or asserted right of set-off with respect thereto.

Financial Statements; Business Information. (a) Stealth Calogic has delivered to the Buyer Parent an unaudited balance sheet (the “"Unaudited Balance Sheet”") as of November 4September 30, 2004 1999 (the “"Unaudited Balance ------------------------ ----------------- Sheet Date") and audited balance sheets (the "Audited Balance Sheets") as of ---------- ---------------------- June 30, 1999 (the "Audited Balance Sheet Date”") and June 30, 1997 and 1998, -------------------------- unaudited statements of income and cash flows for the three-month period ended September 30, 1999 and audited statements of income and cash flows for its 1996, 1997 and 1998 fiscal years (all of such balance sheets and statements of income and cash flows are collectively referred to as the "Financial Statements"). The Unaudited Balance Sheet-------------------- Financial Statements: (i) presents are in accordance with the books and records of Calogic; (ii) present fairly, in all material respects, the financial position of Stealth Calogic as of the date indicatedindicated and the results of its operations and cash flows for such periods; (ii) are consolidated, if necessary, and (iii) have been prepared in accordance with generally accepted accounting principles consistently applied (subject 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 2.5 3.6 of the Stealth Calogic Disclosure Schedule). As of the Unaudited Balance Sheet Date, there were no liabilities, claims or obligations of any nature 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 are intentionally improperly recorded in the Unaudited Balance Sheet. Since the Unaudited Balance Sheet Date, Stealth Calogic has incurred no material liabilities, claims or obligations of any nature, whether accrued, absolute, contingent, anticipated or otherwise (“Liabilities”) that would be required by GAAP to be set forth in a balance sheet of the Business, other than Liabilities (i) incurred in the ordinary course of business, (ii) business and except for liabilities incurred by Stealth Calogic in connection with the preparation and execution of this Agreement and the consummation of the transactions contemplated herein, and (iii) that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (b) All of the accounts, notes and other receivables which are reflected in the Unaudited Audited Balance Sheet were acquired in the ordinary course of business; and and, except to the extent reserved against in the Audited Balance Sheet, all of the accounts, notes and other receivables which are reflected therein have been collected in full, or or, to the knowledge of Calogic, are good valid, binding and collectible, enforceable in accordance with their terms in the ordinary course of business; , and all arise from bona fide transactions, and Calogic has not received notice that the same are subject to counterclaims, refusals to pay or other rights of setoff. All of the accounts, notes and other receivables that which have been acquired by Stealth Calogic since the Unaudited Audited Balance Sheet Date were acquired in the ordinary course of business and have been collected in full, or to the knowledge of Calogic, are good valid, binding and collectible enforceable in accordance with their terms in the ordinary course of business in each case business, and arise from bona fide transactions, and Calogic has not received notice that the same are subject to a ten percent (10%) allowance for uncollectible trade receivablescounterclaims, refusals to pay or other rights of setoff, subject to an appropriate reserve. No accounts, notes or other receivables are contingent upon the performance by Stealth Calogic of any obligation or contract. No Person has any Lien on any of such receivables and no agreement for deduction or discount has been made with respect thereto, . (c) The business information prepared by Calogic in connection with this Agreement and there is no outstanding dispute or asserted right of set-off with respect theretothe transactions contemplated herein and delivered to Parent was prepared in good faith.

Financial Statements; Business Information. (a) Stealth INT'X.xxx has delivered to the Buyer Parent an unaudited consolidated balance sheet (the “Unaudited Balance Sheet”"UNAUDITED BALANCE SHEET") as of November 4October 31, 2004 1999 (the “Unaudited Balance Sheet Date”"UNAUDITED BALANCE SHEET DATE") and audited consolidated balance sheets (the "AUDITED BALANCE SHEETS") as of February 28, 1999 (the "AUDITED BALANCE SHEET DATE") and December 31, 1997, unaudited consolidated statements of income and cash flows for the eight-month period ended -October 31, 1999 and audited consolidated statements of income and cash flows for its fiscal years ended December 31, 1997 and February 28, 1999 (all of such balance sheets and statements of income and cash flows are collectively referred to as the "FINANCIAL STATEMENTS"). The Unaudited Balance SheetFinancial Statements: (i) presents are in accordance with the books and records of INT'X.xxx; (ii) present fairly, in all material respects, the financial position of Stealth INT'X.xxx as of the date indicatedindicated and the results of its operations and cash flows for such periods; (ii) are consolidated, if necessary, and (iii) have been prepared in accordance with generally accepted accounting principles consistently applied (subject 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 2.5 3.6 of the Stealth INT'X.xxx Disclosure Schedule). Since As of the Unaudited Balance Sheet Date, Stealth 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 INT'X.xxx Disclosure Schedule, and since the Unaudited Balance Sheet Date, INT'X.xxx has incurred no liabilities, claims or obligations of any nature, whether accrued, absolute, contingent, anticipated or otherwise (“Liabilities”) that would be required by GAAP to be set forth in a balance sheet of the Business, other than Liabilities (i) incurred in the ordinary course of business, (ii) business and except for liabilities incurred by Stealth INT'X.xxx in connection with the preparation and execution of this Agreement and the consummation of the transactions contemplated herein, and (iii) that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (b) All of the accounts, notes and other receivables which are reflected in the Unaudited Balance Sheet were acquired in the ordinary course of business; and all of the accounts, notes and other receivables which are reflected therein have been collected in full, or are good and collectible, in the ordinary course of business; and all of the accounts, notes and receivables that have been acquired by Stealth since the Unaudited Balance Sheet Date were acquired in the ordinary course of business and have been collected in full, or are good and collectible in the ordinary course of business in each case subject to a ten percent (10%) allowance for uncollectible trade receivables. No accounts, notes or other receivables are contingent upon the performance by Stealth of any obligation or contract. No Person has any Lien on any of such receivables and no agreement for deduction or discount has been made with respect thereto, and there is no outstanding dispute or asserted right of set-off with respect thereto.

Financial Statements; Business Information. (a) Stealth Excell has delivered to the Buyer Cambridge an unaudited balance sheet (the “"Unaudited Balance Sheet”") as of November 4July 31, 2004 1998 (the “"Unaudited Balance Sheet ----------------------- ----------------------- Date”") an audited balance sheet (the "Audited Balance Sheet") as of December 31, ---- --------------------- 1997 (the "Audited Balance Sheet Date"), a reviewed balance sheet as of December -------------------------- 31, 1996, and unaudited statements of income for the seven-month period ended July 31, 1998, audited statements of income and cash flows for its 1997 fiscal year, and reviewed statements of income and cash flows for its 1996 and 1995 fiscal years (all of such balance sheets and statements of income and cash flows are collectively referred to as the "Financial Statements"). The Unaudited Balance Sheet: Financial -------------------- Statements: (i) presents are in accordance with the books and records of Excell; (ii) present fairly, in all material respects, the financial position of Stealth Excell as of the date indicatedindicated and the results of its operations and cash flows for such periods; (ii) are consolidated, if necessary, and (iii) have been prepared in accordance with generally accepted accounting principles consistently applied (subject 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 2.5 3.6 of the Stealth Excell Disclosure Schedule). Since As of the Unaudited Balance Sheet Date, Stealth 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 Excell Disclosure Schedule, and since the Unaudited Balance Sheet Date, Excell has incurred no liabilities, claims or obligations of any nature, whether accrued, absolute, contingent, anticipated or otherwise (“Liabilities”) that would be required by GAAP to be set forth in a balance sheet of the Business, other than Liabilities (i) incurred in the ordinary course of business, (ii) business and except for liabilities incurred by Stealth Excell in connection with the preparation and execution of this Agreement and the consummation of the transactions contemplated herein, and (iii) that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (b) All of the accounts, notes and other receivables which are reflected in the Unaudited Balance Sheet were acquired in the ordinary course of business; and and, except to the extent reserved against in the Unaudited Balance Sheet, all of the accounts, notes and other receivables which are reflected therein have been collected in full, or are good and collectible, in the ordinary course of business; and all of the accounts, notes and other receivables that which have been acquired by Stealth Excell since the Unaudited Balance Sheet Date were acquired in the ordinary course of business and have been collected in full, or are good and collectible collectible, subject to an appropriate reserve determined in a manner consistent with past practices of Excell, in the ordinary course of business in each case subject to a ten percent (10%) allowance for uncollectible trade receivablesbusiness. No accounts, notes or other receivables are contingent upon the performance by Stealth Excell of any obligation or contract. No Person person has any Lien on any of such receivables and no agreement for deduction or discount has been made with respect thereto. (c) The business information previously prepared by Excell and delivered to Cambridge was prepared in good faith, and there is based on assumptions Excell deems reasonable, was prepared for planning purposes, although no outstanding dispute assurances are given that Excell will engage in the activities described therein or asserted right of set-off with respect theretoachieve the results projected therein.

Financial Statements; Business Information. (a) Stealth DA has delivered to the Buyer Delano an unaudited balance sheet (the “Unaudited Balance Sheet”"UNAUDITED BALANCE SHEET") as of November 4August 31, 2004 2000 (the “Unaudited Balance Sheet Date”"UNAUDITED BALANCE SHEET DATE") and audited balance sheets (the "AUDITED BALANCE SHEETS") as of December 31, 1999 (the "AUDITED BALANCE SHEET DATE") and December 31, 1998, unaudited statements of income and cash flows for the eight-month period ended August 31, 2000 and audited statements of income and cash flows for its 1999 and 1998 fiscal years (all of such balance sheets and statements of income and cash flows are collectively referred to as the "FINANCIAL STATEMENTS"). The Unaudited Balance SheetFinancial Statements: (i) presents are in accordance with the books and records of DA; (ii) present fairly, in all material respects, the financial position of Stealth DA as of the date indicatedindicated and the results of its operations and cash flows for such periods; (ii) are consolidated, if necessary, and (iii) have been prepared in accordance with generally accepted accounting principles consistently applied (subject 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 2.5 3.6 of the Stealth DA Disclosure Schedule). Since As of the Unaudited Balance Sheet Date, Stealth 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 DA Disclosure Schedule, and since the Unaudited Balance Sheet Date, DA has incurred no liabilities, claims or obligations of any nature, whether accrued, absolute, contingent, anticipated or otherwise (“Liabilities”) that would be required by GAAP to be set forth in a balance sheet of the Businessotherwise, other than Liabilities (i) incurred in the ordinary course of business, (ii) business and except for liabilities incurred by Stealth DA in connection with the preparation and execution of this Agreement and the consummation of the transactions contemplated herein, and (iii) that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (b) All of the accounts, notes and other receivables which are reflected in the Unaudited Balance Sheet were acquired in the ordinary course of business; and and, except to the extent reserved against in the Unaudited Balance Sheet, all of the accounts, notes and other receivables which are reflected therein have been collected in full, or are good and collectible, in the ordinary course of business; and all of the accounts, notes and other receivables that which have been acquired by Stealth DA since the Unaudited Balance Sheet Date were acquired in the ordinary course of business and have been collected in full, or are good and collectible collectible, subject to an appropriate reserve determined in a manner consistent with past practices of DA, in the ordinary course of business in each case subject to a ten percent (10%) allowance for uncollectible trade receivablesbusiness. No accounts, notes or other receivables are contingent upon the performance by Stealth DA of any obligation or contract. No Person has any Lien on any of such receivables and no agreement for deduction or discount has been made with respect thereto. (c) The business information previously prepared by DA and delivered to Delano was prepared in good faith, and there is based on assumptions DA deems reasonable, was prepared for planning purposes, although no outstanding dispute assurances are given that DA will engage in the activities described therein or asserted right of set-off with respect theretoachieve the results projected therein.

Financial Statements; Business Information. (a) Stealth Celsys has delivered to the Buyer Parent an unaudited balance sheet (the “Unaudited Balance Sheet”) as of November 4August 31, 2004 2007 (the “Unaudited Balance Sheet Date”), unaudited statements of income and cash flows for the eight-month period ended August 31, 2007 (all of such balance sheets and statements of income and cash flows are collectively referred to as the “Financial Statements”). The Unaudited Balance SheetFinancial Statements: (i) presents are in accordance with the books and records of Celsys; and (ii) present fairly, in all material respects, the financial position of Stealth Celsys as of the date indicated; (ii) are consolidated, if necessary, indicated and (iii) have been prepared in accordance with generally accepted accounting principles consistently applied (subject to the absence results of footnote disclosure its operations and to year-end adjustments, which will not be material either individually or in the aggregate and except as described in the Section 2.5 cash flows for such periods. As of the Stealth Disclosure Schedule). Since the Unaudited Balance Sheet Date, Stealth 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 Celsys Disclosure Schedule, and since the Unaudited Balance Sheet Date, Celsys has incurred no liabilities, claims or obligations of any nature, whether accrued, absolute, contingent, anticipated or otherwise (“Liabilities”) that would be required by GAAP to be set forth in a balance sheet of the Business, other than Liabilities (i) incurred in the ordinary course of business, (ii) business and except for liabilities incurred by Stealth Celsys in connection with the preparation and execution of this Agreement and the consummation of the transactions contemplated herein, and (iii) that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (b) All of the accounts, notes and other receivables which are reflected in the Unaudited Balance Sheet were acquired in the ordinary course of business; and and, except to the extent reserved against in the Unaudited Balance Sheet, all of the accounts, notes and other receivables which are reflected therein have been collected in full, or are good and collectible, in the ordinary course of business; and all of the accounts, notes and other receivables that which have been acquired by Stealth Celsys since the Unaudited Balance Sheet Date were acquired in the ordinary course of business and have been collected in full, or are good and collectible collectible, subject to an appropriate reserve determined in a manner consistent with past practices of Celsys, in the ordinary course of business in each case subject to a ten percent (10%) allowance for uncollectible trade receivablesbusiness. No accounts, notes or other receivables are contingent upon the performance by Stealth Celsys of any obligation or contract. No Person has any Lien on any of such receivables and no agreement for deduction or discount has been made with respect thereto, and there is no outstanding dispute or asserted right of set-off with respect thereto.

Financial Statements; Business Information. (a) Stealth Horizon has delivered to the Buyer TranSwitch an unaudited balance sheet (the “"Unaudited Balance Sheet”") as of November 4December 31, 2004 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 Unaudited Balance Sheet: -------------------- Financial Statements: (i) presents are in accordance with the books and records of Horizon; (ii) present fairly, in all material respects, the financial position of Stealth Horizon as of the date indicatedindicated and the results of its operations and cash flows for such periods; (ii) are consolidated, if necessary, and (iii) have been prepared in accordance with generally accepted accounting principles consistently applied (subject 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 2.5 3.6 of the Stealth Horizon Disclosure Schedule). Since As of the Unaudited Balance Sheet Date, Stealth 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 (“Liabilities”) that would be required by GAAP to be set forth in a balance sheet of the Business, other than Liabilities (i) incurred in the ordinary course of business, (ii) business and except for liabilities incurred by Stealth Horizon in connection with the preparation and execution of this Agreement and the consummation of the transactions contemplated herein, and (iii) that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (b) All of the accounts, notes and other receivables which are reflected in the Unaudited Balance Sheet were acquired in the ordinary course of business; and and, except to the extent reserved against in the Unaudited Balance Sheet, all of the accounts, notes and other receivables which are reflected therein have been collected in full, or to Horizon's knowledge are good and collectible, in the ordinary course of business; and all of the accounts, notes and other receivables that which have been acquired by Stealth Horizon since the Unaudited Balance Sheet Date were acquired in the ordinary course of business and have been collected in full, or to Horizon's knowledge are good and collectible collectible, subject to an appropriate reserve determined in a manner consistent with past practices of Horizon, in the ordinary course of business. Other than receivables relating to the performance of specific contracts by Horizon as described in Section 3.6 of the Horizon Disclosure Schedule, and receivables arising in the ordinary course of business in each case subject to a ten percent (10%) allowance for uncollectible trade receivables. No under such contracts from and after such date, no accounts, notes or other receivables are contingent upon the performance by Stealth Horizon of any obligation or contract. No Person has any Lien on any of such receivables and no agreement for deduction or discount has been made with respect thereto. (c) The business information previously prepared by Horizon and delivered to TranSwitch was prepared in good faith, based on assumptions Horizon deems reasonable, and there is was prepared for planning purposes, although no outstanding dispute assurances are given that Horizon will engage in the activities described therein or asserted right of set-off with respect theretoachieve the results projected therein.

Financial Statements; Business Information. (a) Stealth Empire has delivered to the Buyer Concord an unaudited balance sheet accompanied by the Review Report of Forbes & Company dated October 13, 1999 (the “"Unaudited Balance Sheet”") as of November 4September 30, 2004 1999 (the “"Unaudited Balance Sheet Date”") and audited balance sheets (the "Audited Balance Sheets") as of December 31, 1998 (the "Audited Balance Sheet Date") and December 31, 1997, unaudited statements of income and cash flows for the nine-month period ended September 30, 1999 accompanied by the Review Report of Forbes & Company dated October 13, 1999 and audited statements of income and cash flows for its 1997 and 1998 fiscal years (all of such balance sheets and statements of income and cash flows are collectively referred to as the "Financial Statements"). The Unaudited Balance SheetFinancial Statements: (i) presents are in accordance with the books and records of Empire; (ii) present fairly, in all material respects, the financial position of Stealth Empire as of the date indicatedindicated and the results of its operations and cash flows for such periods; (ii) are consolidated, if necessary, and (iii) have been prepared in accordance with generally accepted accounting principles consistently applied (subject 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 2.5 3.6 of the Stealth Empire Disclosure Schedule). Since As of the Unaudited Balance Sheet Date, Stealth 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 Empire Disclosure Schedule, and since the Unaudited Balance Sheet Date, Empire has incurred no liabilities, claims or obligations of any nature, whether accrued, absolute, contingent, anticipated or otherwise (“Liabilities”) that would be required by GAAP to be set forth in a balance sheet of the Business, other than Liabilities (i) incurred in the ordinary course of business, (ii) business and except for liabilities incurred by Stealth Empire in connection with the preparation and execution of this Agreement and the consummation of the transactions contemplated herein, and (iii) that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (b) All none of the accounts, notes and other receivables which are reflected in material to the Unaudited Balance Sheet were acquired in the ordinary course Business Conditions of business; and all of the accounts, notes and other receivables which are reflected therein have been collected in full, or are good and collectible, in the ordinary course of business; and all of the accounts, notes and receivables that have been acquired by Stealth since the Unaudited Balance Sheet Date were acquired in the ordinary course of business and have been collected in full, or are good and collectible in the ordinary course of business in each case subject to a ten percent (10%) allowance for uncollectible trade receivables. No accounts, notes or other receivables are contingent upon the performance by Stealth of any obligation or contract. No Person has any Lien on any of such receivables and no agreement for deduction or discount has been made with respect thereto, and there is no outstanding dispute or asserted right of set-off with respect theretoEmpire.

Financial Statements; Business Information. (a) Stealth Calogic has delivered to the Buyer Parent an unaudited balance sheet (the “Unaudited Balance Sheet”"UNAUDITED BALANCE SHEET") as of November 4September 30, 2004 1999 (the “Unaudited Balance Sheet Date”"UNAUDITED BALANCE SHEET DATE") and audited balance sheets (the "AUDITED BALANCE SHEETS") as of June 30, 1999 (the "AUDITED BALANCE SHEET DATE") and June 30, 1997 and 1998, unaudited statements of income and cash flows for the three-month period ended September 30, 1999 and audited statements of income and cash flows for its 1996, 1997 and 1998 fiscal years (all of such balance sheets and statements of income and cash flows are collectively referred to as the "FINANCIAL STATEMENTS"). The Unaudited Balance SheetFinancial Statements: (i) presents are in accordance with the books and records of Calogic; (ii) present fairly, in all material respects, the financial position of Stealth Calogic as of the date indicatedindicated and the results of its operations and cash flows for such periods; (ii) are consolidated, if necessary, and (iii) have been prepared in accordance with generally accepted accounting principles consistently applied (subject 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 2.5 3.6 of the Stealth Calogic Disclosure Schedule). As of the Unaudited Balance Sheet Date, there were no liabilities, claims or obligations of any nature 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 are intentionally improperly recorded in the Unaudited Balance Sheet . Since the Unaudited Balance Sheet Date, Stealth Calogic has incurred no material liabilities, claims or obligations of any nature, whether accrued, absolute, contingent, anticipated or otherwise (“Liabilities”) that would be required by GAAP to be set forth in a balance sheet of the Business, other than Liabilities (i) incurred in the ordinary course of business, (ii) business and except for liabilities incurred by Stealth Calogic in connection with the preparation and execution of this Agreement and the consummation of the transactions contemplated herein, and (iii) that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (b) All of the accounts, notes and other receivables which are reflected in the Unaudited Audited Balance Sheet were acquired in the ordinary course of business; and and, except to the extent reserved against in the Audited Balance Sheet, all of the accounts, notes and other receivables which are reflected therein have been collected in full, or or, to the knowledge of Calogic, are good valid, binding and collectible, enforceable in accordance with their terms in the ordinary course of business; , and all arise from bona fide transactions, and Calogic has not received notice that the same are subject to counterclaims, refusals to pay or other rights of setoff. All of the accounts, notes and other receivables that which have been acquired by Stealth Calogic since the Unaudited Audited Balance Sheet Date were acquired in the ordinary course of business and have been collected in full, or to the knowledge of Calogic, are good valid, binding and collectible enforceable in accordance with their terms in the ordinary course of business in each case business, and arise from bona fide transactions, and Calogic has not received notice that the same are subject to a ten percent (10%) allowance for uncollectible trade receivablescounterclaims, refusals to pay or other rights of setoff, subject to an appropriate reserve. No accounts, notes or other receivables are contingent upon the performance by Stealth Calogic of any obligation or contract. No Person has any Lien on any of such receivables and no agreement for deduction or discount has been made with respect thereto, . (c) The business information prepared by Calogic in connection with this Agreement and there is no outstanding dispute or asserted right of set-off with respect theretothe transactions contemplated herein and delivered to Parent was prepared in good faith.

Financial Statements; Business Information. (a) Stealth NextPoint has delivered to the Buyer Parent an unaudited balance sheet (the “Unaudited Balance Sheet”"UNAUDITED BALANCE SHEET") as of November 4April 30, 2004 2000 (the “Unaudited Balance Sheet Date”"UNAUDITED BALANCE SHEET DATE") and audited balance sheets (the "AUDITED BALANCE SHEETS") as of December 31, 1999 (the "AUDITED BALANCE SHEET DATE") and December 31, 1998, unaudited statements of income and cash flows for the four-month period ended April 30, 1999 and audited statements of income and cash flows for its 1999 and 1998 fiscal years (all of such balance sheets and statements of income and cash flows are collectively referred to as the "FINANCIAL STATEMENTS"). The Unaudited Balance SheetFinancial Statements: (i) presents fairly, are in accordance with the books and records of NextPoint; (ii) present fairly in all material respects, respects the financial position of Stealth NextPoint as of the date indicatedindicated and the results of its operations and cash flows for such periods; (ii) are consolidated, if necessary, and (iii) have been prepared in accordance with generally accepted accounting principles consistently applied (subject 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 2.5 3.6(a) of the Stealth Disclosure Schedule). Since As of the Unaudited Balance Sheet Date, Stealth there were no material liabilities, claims or obligations of a nature required to 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(a) of the Disclosure Schedule, and since the Unaudited Balance Sheet Date, NextPoint has incurred no liabilities, claims or obligations of any nature, whether known, unknown, accrued, absolute, contingent, anticipated or otherwise (“Liabilities”) that would be required by GAAP to be set forth in a balance sheet of the Business, other than Liabilities (i) incurred in the ordinary course of business, (ii) business and except for liabilities incurred by Stealth NextPoint in connection with the preparation and execution of this Agreement and the consummation of the transactions contemplated herein, and (iii) that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (b) All of the accounts, notes and other receivables which are reflected in the Unaudited Balance Sheet were acquired in the ordinary course of business; and and, except to the extent reserved against in the Unaudited Balance Sheet or as disclosed in Section 3.6(b) of the Disclosure Schedule, all of the accounts, notes and other receivables which are reflected therein have been collected in full, or or, in NextPoint's reasonable belief, are good and collectible, in the ordinary course of business; and all of the accounts, notes and other receivables that which have been acquired by Stealth NextPoint since the Unaudited Balance Sheet Date were acquired in the ordinary course of business and have been collected in full, or are good and collectible collectible, in NextPoint's reasonable belief, subject to an appropriate reserve determined in a manner consistent with past practices of NextPoint, in the ordinary course of business in each case subject to a ten percent (10%) allowance for uncollectible trade receivablesbusiness. No accounts, notes or other receivables are contingent upon the performance by Stealth NextPoint of any obligation or contract. No Person has any Lien on any of such receivables and no agreement for deduction or discount has been made with respect thereto. (c) To NextPoint's knowledge, and there is no outstanding dispute or asserted right of set-off with respect thereto.the financial information attached as SCHEDULE 3.6

Financial Statements; Business Information. (a) Stealth Mentorix has delivered to the Buyer an unaudited Parent audited consolidated balance sheet sheets as of August 31, 2003 (the “Unaudited Audited Balance Sheet”) and December 31, 2002, and audited consolidated statements of income and cash flows for the eight-month period ended August 31, 2003 and for the twelve-month period ended December 31, 2002 (all of such balance sheets and statements of income and cash flows are collectively referred to as of November 4, 2004 (the “Unaudited Balance Sheet DateFinancial Statements”). The Unaudited Balance SheetFinancial Statements: (i) presents are in accordance with the books and records of Mentorix; (ii) present fairly, in all material respects, the financial position of Stealth Mentorix as of the date indicatedindicated and the results of its operations and cash flows for such periods; (ii) are consolidated, if necessary, and (iii) have been prepared in accordance with generally accepted accounting principles US GAAP consistently applied (subject to the absence of footnote disclosure and to year-end adjustments, which will not be material either individually or in the aggregate and except as described in the Section 2.5 of the Stealth Disclosure Schedule). Since the Unaudited Balance Sheet Date, Stealth has incurred no liabilities, claims or obligations of any nature, whether accrued, absolute, contingent, anticipated or otherwise (“Liabilities”) that would be required by GAAP to be set forth in a balance sheet of the Business, other than Liabilities (i) incurred in the ordinary course of business, (ii) incurred by Stealth in connection with the preparation and execution of this Agreement and the consummation of the transactions contemplated herein, and (iii) that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effectapplied. (b) All of the accounts, notes and other receivables which are reflected in the Unaudited Audited Balance Sheet were acquired in the ordinary course of business; and and, except to the extent fully reserved against in the Audited Balance Sheet, all of the accounts, notes and other receivables which are reflected therein have been collected in full, or are good and collectible, in the ordinary course of business; and all of the accounts, notes and other receivables that which have been acquired by Stealth Mentorix since the Unaudited date of the Audited Balance Sheet Date were acquired in the ordinary course of business and have been collected in full, or are good and collectible collectible, subject to an appropriate reserve determined in a manner consistent with past practices of Mentorix, in the ordinary course of business in each case subject to a ten percent (10%) allowance for uncollectible trade business. Mentorix has not been informed or received notice of any set-off or dispute of such accounts or other receivables. No accounts, notes or other receivables are contingent upon the performance by Stealth Mentorix of any obligation or contract. No Person has any Lien on any of such receivables and no agreement for deduction or discount has been made with respect thereto. (c) The business information previously prepared by Mentorix and delivered to Parent was prepared in good faith, based on assumptions Mentorix deems reasonable, was prepared for planning purposes, although no assurances are given that Mentorix will achieve the results projected therein. (d) Each of Mentorix and Mentorix India maintains accurate books and records reflecting its assets and liabilities and maintains proper and adequate internal accounting controls that provide assurance that (i) transactions are executed with management’s authorization; (ii) transactions are recorded as necessary to permit preparation of the consolidated financial statements of Mentorix and to maintain accountability for Mentorix’s consolidated assets; (iii) access to Mentorix’s consolidated assets is permitted only in accordance with management’s authorization; (iv) the reporting of Mentorix’s consolidated assets is compared with existing assets at regular intervals; and (v) accounts, notes and other receivables are recorded accurately and proper and adequate procedures are implemented to effect the collection thereof on a current and timely basis. (e) Except as disclosed in the Audited Balance Sheet or set forth in Section 3.6(e) of the Mentorix Disclosure Schedule, there are no liabilities of Mentorix of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, whether due or to become due, and there is no outstanding dispute existing condition, situation or asserted right set of set-off circumstances which could reasonably be expected to result in such a liability, other than liabilities incurred in the ordinary course of business consistent with respect theretopast practice since the date of the Audited Balance Sheet, which in the aggregate are not material to Mentorix.

Financial Statements; Business Information. (a) Stealth Alacrity has delivered to the Buyer TranSwitch an unaudited balance sheet (the “"Unaudited Balance Sheet”") as of November 4June 30, 2004 2000 (the “"Unaudited Balance ----------------------- ----------------- Sheet Date") and audited balance sheets (the "Audited Balance Sheets") as of ---------- ---------------------- June 30, 1999 (the "Audited Balance Sheet Date”"), June 30, 1998 and 1997, -------------------------- unaudited statements of income and cash flows for the twelve-month period ended June 30, 2000 and audited statements of income and cash flows for the fiscal years ended June 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 Unaudited Balance SheetFinancial Statements: (i) presents are in accordance with --------------------- the books and records of Alacrity; (ii) present fairly, in all material respects, the financial position of Stealth Alacrity as of the date indicatedindicated and the results of its operations and cash flows for such periods; (ii) are consolidated, if necessary, and (iii) have been prepared in accordance with generally accepted accounting principles consistently applied (subject 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 2.5 3.6 of the Stealth Alacrity Disclosure Schedule). Since As of the Unaudited Balance Sheet Date, Stealth 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 Alacrity Disclosure Schedule, and since the Unaudited Balance Sheet Date, Alacrity has incurred no liabilities, claims or obligations of any nature, whether accrued, absolute, contingent, anticipated or otherwise (“Liabilities”) that would be required by GAAP to be set forth in a balance sheet of the Business, other than Liabilities (i) incurred in the ordinary course of business, (ii) business and except for liabilities incurred by Stealth Alacrity in connection with the preparation and execution of this Agreement and the consummation of the transactions contemplated herein, and (iii) that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (b) All of the accounts, notes and other receivables which are reflected in the Unaudited Balance Sheet were acquired in the ordinary course of business; and and, except to the extent reserved against in the Unaudited Balance Sheet, all of the accounts, notes and other receivables which are reflected therein have been collected in full, or are good and collectible, in the ordinary course of -12- business; and all of the accounts, notes and other receivables that which have been acquired by Stealth Alacrity since the Unaudited Balance Sheet Date were acquired in the ordinary course of business and have been collected in full, or are good and collectible collectible, subject to an appropriate reserve determined in a manner consistent with past practices of Alacrity, in the ordinary course of business in each case subject to a ten percent (10%) allowance for uncollectible trade receivablesbusiness. No accounts, notes or other receivables are contingent upon the performance by Stealth Alacrity of any obligation or contract. No Person has any Lien on any of such receivables and no agreement for deduction or discount has been made with respect thereto. (c) The business information previously prepared by Alacrity and delivered to TranSwitch was prepared in good faith, and there is based on assumptions Alacrity deems reasonable, was prepared for planning purposes, although no outstanding dispute assurances are given that Alacrity will engage in the activities described therein or asserted right of set-off with respect theretoachieve the results projected therein.