Common use of Financial Statements; Business Information Clause in Contracts

Financial Statements; Business Information. (a) Attached hereto as Schedule 3.5(a) are (i) the unaudited balance sheets of the Company as of December 31, 2002 and December 31, 2003 and the statements of operations and cash flow for the fiscal periods then ended, and (ii) the balance sheet of the Company as of June 30, 2004 and the statements of operations and cash flow of the Company for the six (6) months then ended (hereinafter collectively referred to as the “Financial Statements”). The Financial Statements (i) have been prepared from the books and records of the Company, (ii) have been prepared in accordance with GAAP (as hereinafter defined) consistently applied during the periods covered thereby, and (iii) present fairly in all material respects the financial condition and results of operations of the Company as at the dates, and for the periods, stated therein, except that the interim Financial Statements are subject to normal year-end adjustments which will not be individually or in the aggregate material in amount or effect. For the purposes of this Agreement, generally accepted accounting principles shall mean generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board and rules promulgated by the United States Securities and Exchange Commission (the “SEC”) and its related interpretations or in such other statements by such other entity as may be approved by a significant segment of the accounting profession, which are applicable to the circumstances as of the date of determination (“GAAP”). (b) Schedule 3.5(b) attached hereto sets forth certain statistics as of June 30, 2004 (including, but not limited to, information related to the Company’s products, services and websites such as (i) average uptime of the Company’s websites, servers and associated production systems on a monthly basis for the 2004 period, (ii) number of accepted click throughs for the months of April, May and June of 2004, (iii) average revenue per click through for the months of April, May and June of 2004, and (iv) number of active advertisers and distribution partners) regarding the Company’s business (the “Data”) which are true and correct in all material respects as of the dates stated in the schedule. To the extent the Company has provided compilations of Data, this representation shall only extend to the Data provided.

Financial Statements; Business Information. (a) Attached hereto as Schedule 3.5(a2.5(a) are (i) the unaudited balance sheets of the Company as of December 31, 2002 2003 and December 31, 2003 2004 and the statements of operations and cash flow for the fiscal periods then ended, and (ii) the balance sheet of the Company as of June 30March 31, 2004 2005 (the “Balance Sheet”) and the statements of operations and cash flow of the Company for the six three (63) months then ended (hereinafter collectively referred to as the “Financial Statements”). The Except as set forth on Schedule 2.5, the Financial Statements (i) have been prepared on a tax basis from the books and records of the Company, Company and (ii) have been prepared in accordance with GAAP (as hereinafter defined) consistently applied during the periods covered thereby, and (iii) present fairly in all material respects the financial condition and results of operations of the Company as at the dates, and for the periods, stated therein, except that the interim Financial Statements are subject to normal year-end adjustments which will not be individually or in the aggregate material in amount or effect. For the purposes of this Agreement, generally accepted accounting principles shall mean generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board and rules promulgated by the United States Securities and Exchange Commission (the “SEC”) and its related interpretations or in such other statements by such other entity as may be approved by a significant segment of the accounting profession, which are applicable to the circumstances as of the date of determination (“GAAP”). (b) Schedule 3.5(b2.5(b) attached hereto sets forth certain statistics as of June 30, 2004 (regarding the Company’s Business including, but not limited to, information related to the Company’s products, services and websites such as (i) average uptime the number of domains registered as of the Company’s websites, servers and associated production systems on a monthly basis for the 2004 perioddate hereof, (ii) the number of accepted click or valid click-throughs for the months of AprilDecember 2004 and January and February 2005 for certain partners, May and June of 2004, (iii) average revenue per click through the number of searches for the months of AprilDecember 2004 and January and February 2005 billed to the major partners for yellow page or white page searches (collectively, May and June of 2004, and (iv) number of active advertisers and distribution partners) regarding the Company’s business (the “Data”) which are true and correct in all material respects as of the dates stated in the schedule. Without limiting the materiality of any other representations, warranties and covenants of the Company and the Stockholders contained herein, the Company and the Stockholders specifically acknowledge that the accuracy in all material respects of such Data is material to Parent’s decision to enter into the transactions contemplated by this Agreement and to pay the Purchase Price. (c) To the extent best of its knowledge, the Company has provided compilations of Datanot directly or indirectly installed, this representation shall only extend imbedded or derived any traffic from any Spyware or Malware Software sources. For the purposes hereof, “Malware Software” is any program or file that is harmful to the Data provideda computer user, including without limitation, computer viruses, worms, and Trojan horses, and “Spyware” is programming that gathers information about a computer user without permission.

Financial Statements; Business Information. (a) Attached hereto as Schedule 3.5(a2.5(a) are (i) the unaudited balance sheets of the Company as of December 31, 2002 2004 and December 31, 2003 2005 and the unaudited statements of operations and cash flow for the fiscal periods then ended, and (ii) the unaudited balance sheet of the Company as of June 30March 31, 2004 2006 (the “Balance Sheet”) and the statements of operations and cash flow of the Company for the six three (63) months then ended (hereinafter collectively referred to as the “Financial Statements”). The Except as set forth on Schedule 2.5, the Financial Statements (i) have been prepared on a tax basis from the books and records of the Company, and (ii) have been prepared in accordance with GAAP (as hereinafter defined) consistently applied during the periods covered thereby, and (iii) present fairly in all material respects the financial condition and results of operations of the Company as at the dates, and for the periods, stated therein, except that the interim Financial Statements are subject to normal year-end adjustments which will not be individually or in the aggregate material in amount or effect. For the purposes of this Agreement, generally accepted accounting principles shall mean generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board and rules promulgated by the United States Securities and Exchange Commission (the “SEC”) and its related interpretations or in such other statements by such other entity as may be approved by a significant segment of the accounting profession, which are applicable to the circumstances as of the date of determination (“GAAP”). (b) Schedule 3.5(b2.5(b) attached hereto sets forth certain statistics as of June 30, 2004 (regarding the Company’s Business including, but not limited to, information related to the Company’s products, services and websites such as (i) average uptime number of domains registered as of the Company’s websites, servers and associated production systems on a monthly basis for the 2004 perioddate hereof, (ii) number of unique users (defined by their IP address and user agent string visiting a particular domain in a calendar day) visiting the Company’s websites resulting from domain type in traffic, search queries and other methods for the months of December 2005 and February and March of 2006, and (iii) number of accepted click or valid click-throughs for the months of AprilDecember 2005 and January, May February and June of 2004, (iii) average revenue per click through for the months of April, May and June of 2004, and (iv) number of active advertisers and distribution partners) regarding the Company’s business March 2006 (the “Data”) which are true and correct in all material respects as of the dates stated in the schedule. Without limiting the materiality of any other representations, warranties and covenants of the Company and the Sole Member contained herein, the Company and the Sole Member specifically acknowledge that the accuracy in all material respects of such Data is material to Parent’s and Buyer’s decision to enter into the transactions contemplated by this Agreement and to pay the Purchase Price. (c) To the extent best of its knowledge, the Company has provided compilations of Datanot directly or indirectly installed, this representation shall only extend imbedded or derived any traffic from any Spyware or Malware Software sources. For the purposes hereof, “Malware Software” is any program or file that is harmful to the Data provideda computer user, including without limitation, computer viruses, worms, and Trojan horses, and “Spyware” is programming that gathers information about a computer user without permission.

Financial Statements; Business Information. (a) Attached hereto as Schedule 3.5(a2.5(a) are (i) the unaudited balance sheets of the Company as of December 31, 2002 2004 and December 31, 2003 2005 and the statements of operations and cash flow for the fiscal periods then ended, and (ii) the unaudited balance sheet of the Company as of June 30March 31, 2004 2006 (the “Balance Sheet”) and the statements of operations and cash flow of the Company for the six three (63) months then ended (hereinafter collectively referred to as the “Financial Statements”). The Financial Statements (i) have been prepared on a tax basis from the books and records of the Company, and (ii) have been prepared in accordance with GAAP (as hereinafter defined) consistently applied during the periods covered thereby, and (iii) present fairly in all material respects the financial condition and results of operations of the Company as at the dates, and for the periods, stated therein, except that the interim Financial Statements are subject to normal year-end adjustments which will not be individually or in the aggregate material in amount or effect. For the purposes of this Agreement, generally accepted accounting principles shall mean generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board and rules promulgated by the United States Securities and Exchange Commission (the “SEC”) and its related interpretations or in such other statements by such other entity as may be approved by a significant segment of the accounting profession, which are applicable to the circumstances as of the date of determination (“GAAP”). (b) Schedule 3.5(b2.5(b) attached hereto sets forth certain statistics as of June 30, 2004 (regarding the Company’s Business including, but not limited to, information related to the Company’s products, services and websites such as (i) average uptime number of domains registered as of the Company’s websites, servers and associated production systems on a monthly basis for the 2004 perioddate hereof, (ii) number of unique users (defined by their IP address and user agent string visiting a particular domain in a calendar day) visiting the Company’s websites resulting from domain type in traffic, search queries and other methods for the months of January, February, March and April of 2006, and (iii) number of accepted click or valid click-throughs for the months of AprilJanuary, May February, March and June April of 2004, (iii) average revenue per click through for the months of April, May and June of 2004, and (iv) number of active advertisers and distribution partners) regarding the Company’s business 2006 (the “Data”) which are true and correct in all material respects as of the dates stated in the schedule. Without limiting the materiality of any other representations, warranties and covenants of the Company and the Equityholders contained herein, the Company and the Equityholders specifically acknowledge that the accuracy in all material respects of such Data is material to the Parent’s decision to enter into the transactions contemplated by this Agreement and to pay the Purchase Price. (c) To the extent best of its knowledge, the Company has provided compilations of Datanot directly or indirectly installed, this representation shall only extend imbedded or derived any traffic from any Spyware or Malware Software sources. For the purposes hereof, “Malware Software” is any program or file that is harmful to the Data provideda computer user, including without limitation, computer viruses, worms, and Trojan horses, and “Spyware” is programming that gathers information about a computer user without permission.

Financial Statements; Business Information. (a) Attached hereto as Schedule 3.5(a) are (i) the unaudited audited balance sheets of the Company as of December 31, 2002 2003 and December 31, 2003 2004 and the audited statements of operations and cash flow for the fiscal periods then ended, and (ii) the unaudited balance sheet of the Company as of June 30, 2004 2005 (the “Balance Sheet”) and the unaudited statements of operations and cash flow of the Company for the six (6) months then ended (hereinafter collectively referred to as the “Financial Statements”). The Financial Statements (i) have been prepared from the books and records of the Company, (ii) have been prepared in accordance with GAAP (as hereinafter defined) consistently applied during the periods covered thereby, and (iii) present fairly in all material respects the financial condition and results of operations of the Company as at the dates, and for the periods, stated therein, except that the interim Financial Statements do not contain footnotes and are subject to normal year-end adjustments which adjustments will not be individually or in the aggregate material in amount or effect. For the purposes of this Agreement, generally accepted accounting principles shall mean generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board and rules promulgated by the United States Securities and Exchange Commission (the “SEC”) and its related interpretations or in such other statements by such other entity as may be approved by a significant segment of the accounting profession, which are applicable to the circumstances as of the date of determination (“GAAP”). (b) Schedule 3.5(b) attached hereto sets forth certain statistics as of June 30, 2004 (regarding the Company’s business including, but not limited to, information related to the Company’s products, services and websites such as (i) average uptime of the Company’s websites, servers and associated production systems on a monthly basis for the 2004 period, (ii) number of accepted click throughs or valid clicks for all partners for the months of April, May and June of 20042005, (iiiii) average revenue rate per click through valid clicks for the months of April, May and June of 20042005, and (iviii) the number of active advertisers advertisers, search partners, content partners and distribution partners) regarding private label partners for the Company’s business months of April, May and June of 2005 (collectively, the “Data”) which are ). The Data provided by the Company is, and to the Company’s knowledge, the Data provided to the Company by third parties is, true and correct in all material respects as of the dates stated in the schedule. To the extent the Company has provided compilations of Data, this representation shall only extend to the Data provided. Without limiting the materiality of any other representations, warranties and covenants of the Company contained herein, the Company specifically acknowledges that the accuracy in all material respects of such representations set forth in this Section 3.5 (b) as a whole are material to the Parent’s decision to enter into the transactions contemplated by this Agreement and to pay the Merger Consideration. (c) To its knowledge, the Company has not directly or indirectly installed, imbedded or derived any traffic from any Spyware or Malware Software sources. For the purposes hereof, “Malware Software” is any program or file that is harmful to a computer user, including without limitation, computer viruses, worms, and Trojan horses, and “Spyware” is programming that gathers information about a computer user without permission. (d) As of the Closing Date, the Company shall have no long-term indebtedness and a working capital balance at or in excess of $134,000. For the purposes of this Section 3.5(d), (i) any real property lease obligations set forth on Schedule 3.10(d) shall not be deemed long term indebtedness, (ii) the current obligations under any real property lease obligations shall be included as a liability for the purposes of determining the working capital balance, and (iii) the amount of the RBC Fee shall not be included as a liability for the purposes of determining the working capital balance.

Financial Statements; Business Information. (a) Attached hereto as Schedule 3.5(a2.5(a) are (i) the unaudited balance sheets of the Company as of December 31, 2002 and December 31June 30, 2003 and June 30, 2004 and the statements of operations and cash flow for the fiscal periods then ended, and (ii) the balance sheet of the Company as of June September 30, 2004 (the “Balance Sheet”) and the statements of operations and cash flow of the Company for the six three (63) months then ended (hereinafter collectively referred to as the “Financial Statements”). The Financial Statements (i) have been prepared from the books and records of the Company, (ii) have been prepared in accordance with GAAP (as hereinafter defined) consistently applied during the periods covered thereby, and (iii) present fairly in all material respects the financial condition and results of operations of the Company as at the dates, and for the periods, stated therein, except that the interim Financial Statements are subject to normal year-end adjustments which will not be individually or in the aggregate material in amount or effect. For the purposes of this Agreement, generally accepted accounting principles shall mean generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board and rules promulgated by the United States Securities and Exchange Commission (the “SEC”) and its related interpretations or in such other statements by such other entity as may be approved by a significant segment of the accounting profession, which are applicable to the circumstances as of the date of determination (“GAAP”). (b) Schedule 3.5(b2.5(b) attached hereto sets forth certain statistics as of June 30, 2004 (regarding the Company’s business including, but not limited to, information related to the Company’s products, services and websites such as (i) average uptime number of domains registered as of the Company’s websites, servers and associated production systems on a monthly basis for the 2004 perioddate hereof, (ii) number of unique users (defined by their IP address and user agent string visiting a particular domain in a calendar day) visiting the Company’s websites resulting from domain type in traffic, search queries and other methods for the months of July, August and September 2004, and (iii) number of accepted click or valid click-throughs for the months of AprilJuly, May August and June of 2004, (iii) average revenue per click through for the months of April, May and June of 2004, and (iv) number of active advertisers and distribution partners) regarding the Company’s business September 2004 (the “Data”) which are true and correct in all material respects as of the dates stated in the schedule. Without limiting the materiality of any other representations, warranties and covenants of the Company and the Sole Stockholder contained herein, the Company and the Sole Stockholder specifically acknowledge that the accuracy in all material respects of such Data is material to the Parent’s decision to enter into the transactions contemplated by this Agreement and to pay the Purchase Price. (c) To the extent best of its knowledge, the Company has provided compilations of Datanot directly or indirectly installed, this representation shall only extend imbedded or derived any traffic from any Spyware or Malware Software sources. For the purposes hereof, “Malware Software” is any program or file that is harmful to the Data provideda computer user, including without limitation, computer viruses, worms, and Trojan horses, and “Spyware” is programming that gathers information about a computer user without permission.

Financial Statements; Business Information. (a) Attached hereto as Schedule 3.5(a) are (i) the unaudited audited balance sheets of the Company as of December 31, 2002 2003 and December 31, 2003 2004 and the audited statements of operations and cash flow for the fiscal periods then ended, and (ii) the unaudited balance sheet of the Company as of June 30, 2004 2005 (the “Balance Sheet”) and the unaudited statements of operations and cash flow of the Company for the six (6) months then ended (hereinafter collectively referred to as the “Financial Statements”). The Financial Statements (i) have been prepared from the books and records of the Company, (ii) have been prepared in accordance with GAAP (as hereinafter defined) consistently applied during the periods covered thereby, and (iii) present fairly in all material respects the financial condition and results of operations of the Company as at the dates, and for the periods, stated therein, except that the interim Financial Statements do not contain footnotes and are subject to normal year-end adjustments which adjustments will not be individually or in the aggregate material in amount or effect. For the purposes of this Agreement, generally accepted accounting principles shall mean generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board and rules promulgated by the United States Securities and Exchange Commission (the “SEC”) and its related interpretations or in such other statements by such other entity as may be approved by a significant segment of the accounting profession, which are applicable to the circumstances as of the date of determination (“GAAP”). (b) Schedule 3.5(b) attached hereto sets forth certain statistics as of June 30, 2004 (regarding the Company’s business including, but not limited to, information related to the Company’s products, services and websites such as (i) average uptime of the Company’s websites, servers and associated production systems on a monthly basis for the 2004 period, (ii) number of accepted click throughs or valid clicks for all partners for the months of April, May and June of 20042005, (iiiii) average revenue rate per click through valid clicks for the months of April, May and June of 20042005, and (iviii) the number of active advertisers advertisers, search partners, content partners and distribution partners) regarding private label partners for the Company’s business months of April, May and June of 2005 (collectively, the “Data”) which are ). The Data provided by the Company is, and to the Company’s knowledge, the Data provided to the Company by third parties is, true and correct in all material respects as of the dates stated in the schedule. To the extent the Company has provided compilations of Data, this representation shall only extend to the Data provided. Without limiting the materiality of any other representations, warranties and covenants of the Company contained herein, the Company specifically acknowledges that the accuracy in all material respects of such representations set forth in this Section 3.5(b) as a whole are material to the Parent’s decision to enter into the transactions contemplated by this Agreement and to pay the Merger Consideration. (c) To its knowledge, the Company has not directly or indirectly installed, imbedded or derived any traffic from any Spyware or Malware Software sources. For the purposes hereof, “Malware Software” is any program or file that is harmful to a computer user, including without limitation, computer viruses, worms, and Trojan horses, and “Spyware” is programming that gathers information about a computer user without permission. (d) As of the Closing Date, the Company shall have no long-term indebtedness and a working capital balance at or in excess of $134,000. For the purposes of this Section 3.5(d), (i) any real property lease obligations set forth on Schedule 3.10(d) shall not be deemed long term indebtedness, (ii) the current obligations under any real property lease obligations shall be included as a liability for the purposes of determining the working capital balance, and (iii) the amount of the RBC Fee shall not be included as a liability for the purposes of determining the working capital balance.

Financial Statements; Business Information. (a) Attached hereto as Schedule 3.5(a) are (i) the unaudited balance sheets of the Company as of December 31, 2002 2001 and December 31, 2003 2002 and the statements of operations and cash flow flows for the fiscal periods then ended, and (ii) the balance sheet of the Company as of June 30August 31, 2004 2003 and the statements of operations and cash flow flows of the Company for the six eight (6) 8) months then ended (hereinafter collectively referred to as the “Financial Statements”). The Financial Statements (i) have been prepared from the books and records of the Company, (ii) have been prepared in accordance with GAAP (as hereinafter defined) consistently applied during the periods covered thereby, and (iii) present fairly in all material respects the financial condition and results of operations of the Company as at the dates, and for the periods, stated therein, except that the interim Financial Statements are subject to normal year-end adjustments which will not be individually or in the aggregate material in amount or effect. For the purposes of this Agreement, generally accepted accounting principles shall mean generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board and rules promulgated by the United States Securities and Exchange Commission (the “SEC”) and its related interpretations or in such other statements by such other entity as may be approved by a significant segment of the accounting profession, which are applicable to the circumstances as of the date of determination (“GAAP”). (b) Schedule 3.5(b) attached hereto sets forth certain average statistics as of June 30, 2004 (including, but not limited to, information related to the Company’s products, services and websites such as (i) average uptime of the Company’s websites, servers and associated production systems on a monthly basis for the 2004 period, (ii) number of accepted click throughs for the months of AprilJuly 2003 and August 2003 (including, May and June of 2004clickthroughs, average cost-per-click, average fraudulent clicks calculated by (iiia) average revenue per filtering clicks from IP addresses or subnets corresponding to spider, robot, crawler, or known bad traffic sources; (b) filtering more than one click through on the same ad for the months same keyword from the same user (identified by either IP address or unique cookie) within a short time frame; and (c) filtering clicks that are manually rolled back (no-counted) due to investigation and decision on the part of April, May and June of 2004a human, and (iv) average number of active advertisers and distribution partnersdefined as the number of clients invoiced) regarding the Company’s business (the “Data”) which are true and correct in all material respects as of the dates stated in the schedule. To For this purpose, a negative variance of up to ten percent (10.0%) in the extent actual statistics for this period shall not be deemed material. Without limiting the materiality of any other representations, warranties and covenants of the Company has provided compilations and the Shareholders contained herein, the Company and the Shareholders specifically acknowledge that the accuracy of Data, this representation shall only extend such Data is material to the Data providedParent’s decision to enter into the transactions contemplated by this Agreement and to issue the Initial Merger Consideration. (c) As of the Closing Date, the Company shall have working capital of not less than $100,000 and no Debt.

Financial Statements; Business Information. (a) Attached hereto as Schedule 3.5(aSCHEDULE 3.5(A) are (i) the unaudited balance sheets of the Company as of December 31, 2002 and December 31, 2003 1998 and the statements of operations and cash flow income for the fiscal periods period then ended, and (ii) the balance sheet sheets of the Company as of June September 30, 2004 1999 and the statements of operations and cash flow income of the Company for the six nine (69) months then ended (hereinafter collectively referred to as the “Financial Statements”"FINANCIAL STATEMENTS"). The Financial Statements (i) have been prepared from the books and records of the Company, (ii) have been prepared in accordance with GAAP (as hereinafter defined) generally accepted accounting principles consistently applied during the periods covered thereby, and (iii) present fairly in all material respects the financial condition and results of operations of the Company as at the dates, and for the periods, stated thereintherein (except as may be indicated therein or in the notes or schedules thereto), except that the interim Financial Statements are subject to normal year-end adjustments and any other adjustments described therein or in the notes and schedules thereto which will not be individually or in the aggregate material in amount or effect. For the purposes The Financial Statements have been prepared in manner such that all business-related expenses (and no non-business expenses or expenses of this Agreement, generally accepted accounting principles shall mean generally accepted accounting principles set forth in the opinions and pronouncements a personal nature) of the Accounting Principles Board and Company have been charged against the American Institute of Certified Public Accountants and statements and pronouncements operations of the Financial Accounting Standards Board Company and rules promulgated all of the non-business, personal expenses incurred by the United States Securities and Exchange Commission (Company have charged been charged against the “SEC”) and its related interpretations or in such other statements by such other entity as may be approved by a significant segment of the accounting profession, which are applicable to the circumstances as of the date of determination (“GAAP”)Shareholder's capital account. (b) Schedule 3.5(b) The Company and Shareholder have delivered to Parent the log files attached hereto sets forth certain statistics as of June 30, 2004 (including, but not limited to, information related to the Company’s products, services and websites such as (iSCHEDULE 3.5(B) average uptime of the Company’s websites, servers and associated production systems on a monthly basis for the 2004 period, (ii) number of accepted click throughs for the months of April, May and June of 2004, (iii) average revenue per click through for the months of April, May and June of 2004, and (iv) number of active advertisers and distribution partners) regarding the Company’s business (the “Data”) which "Logs"). The Logs are true and correct in all material respects and the Company and Shareholder acknowledge that the Parent has relied upon the Logs to calculate certain statistics regarding the Company's business which should be true and correct in all material respects (aside from any error in calculation on the part of the Company) as of the dates stated in the scheduleSchedule. To Without limiting the extent materiality of any other representations, warranties and covenants of the Company has provided compilations and the Shareholder contained herein, the Company and the Shareholder specifically acknowledge that the accuracy of Data, this representation shall only extend such statistics is material to the Data providedParent's decision to enter into the transactions contemplated by this Agreement and to issue the Merger Shares and to pay the cash portion of the Merger Consideration. The Company has generated at least 11,000,000 page views as measured by XxXxxxxxx.xxx, Inc. for the month of September 1999. (c) As of the Closing Date, except as provided in SCHEDULE 3.5(C), the Company shall have no outstanding indebtedness other than accounts payable incurred in the ordinary course of business.