Common use of Financial Statements; Changes Clause in Contracts

Financial Statements; Changes. (a) Purchaser has heretofore been furnished with the following information with respect to the Seller Business: (i) true and complete copies of unaudited statements of income for the year ended December 31, 2000 (the "HISTORICAL FINANCIAL STATEMENT"), such income statement being included in SCHEDULE 7.14(a)(i); and (ii) true and complete copies of the unaudited balance sheet at July 31, 2001 (the "BALANCE SHEET") and the related unaudited statement of income for the seven-month period then ended (such statement, together with the Balance Sheet, the "CURRENT FINANCIAL STATEMENTS"), such balance sheet and income statement being included in SCHEDULE 7.14(a)(ii). (b) Each of the Historical and Current Financial Statements delivered under Section 7.14(a) above was prepared in accordance with GAAP applied on a basis consistent with prior periods and past practices except as otherwise stated therein and with respect to the Current Financial Statements, subject to normal recurring year-end adjustments and except in each case for the omission of certain footnotes and other presentation items required by GAAP with respect to audited financial statements; the balance sheets included in such Current Financial Statements fairly present the financial condition of the Sellers with respect to the Cellular System, as of the close of business on the date thereof and, except for the Excluded Assets, do not include any assets that are not intended to constitute part of the Purchased Assets after giving effect to the transactions contemplated hereby; and each of the statements of income included in such Historical and Current Financial Statements fairly presents the results of operations of Sellers with respect to the Cellular System for the fiscal period then ended. (c) Except as set forth on SCHEDULE 7.14(c) attached hereto, with respect to the Purchased Assets, since July 31, 2001, neither Seller has: (i) sold, assigned, or transferred any of the material, assets, properties or rights included in the Purchased Assets (except for the Excluded Assets and except pursuant to existing Contracts disclosed on any Schedule to this Agreement or inventory in the ordinary course of business consistent with past practice); (ii) entered into any other material transaction relating to the Seller Business other than in the ordinary course of business consistent with past practices; (iii) suffered any material damage, destruction or casualty loss with respect to the Purchased Assets not covered by insurance; (iv) suffered any events which, individually or in the aggregate, have, or could be reasonably expected to, materially adversely affect the Purchased Assets, the Seller Business or the transactions contemplated by this Agreement; or (v) entered into any agreement or understanding to do any of the foregoing.

Financial Statements; Changes. (a) Purchaser DCS has heretofore been furnished with the following information with respect delivered to the Seller Business: AWS complete and correct copies of (i) true the unaudited financial statements of the California Markets as at and complete copies for the periods ended December 31, 2000 and December 31, 2001, each of which include a balance sheet and related statement of income for the year then ended (the "CALIFORNIA HISTORICAL FINANCIAL STATEMENTS") and (ii) the unaudited financial statements of the California Markets at September 30, 2002 (the "CALIFORNIA BALANCE SHEET DATE") including a balance sheet (the "CALIFORNIA BALANCE SHEET") and related statements of income for the year ended December 31, 2000 nine (the "HISTORICAL FINANCIAL STATEMENT"), such income statement being included in SCHEDULE 7.14(a)(i); and (ii9) true and complete copies of the unaudited balance sheet at July 31, 2001 (the "BALANCE SHEET") and the related unaudited statement of income for the seven-month period then ended (such statement, together with the Balance Sheetcollectively, the "CURRENT CALIFORNIA INTERIM FINANCIAL STATEMENTS"). Except as set forth on Schedule 7.13(a), such balance sheet the California Historical Financial Statements and income statement being included the California Interim Financial Statements fairly present in SCHEDULE 7.14(a)(iiall material respects, in accordance with GAAP, the financial position of the California Markets and the results of its operations for the periods specified therein (subject to the absence of footnotes, and, in the case of the California Interim Financial Statements, to normal year end audit adjustments). (b) Each of the Historical and Current Financial Statements delivered under Section 7.14(a) above was prepared in accordance with GAAP applied on a basis consistent with prior periods and past practices except as otherwise stated therein and with respect to the Current Financial Statements, subject to normal recurring year-end adjustments and except in each case for the omission of certain footnotes and other presentation items required by GAAP with respect to audited financial statements; the balance sheets included in such Current Financial Statements fairly present the financial condition of the Sellers with respect to the Cellular System, as of the close of business on the date thereof and, except for the Excluded Assets, do not include any assets that are not intended to constitute part of the Purchased Assets after giving effect to the transactions contemplated hereby; and each of the statements of income included in such Historical and Current Financial Statements fairly presents the results of operations of Sellers with respect to the Cellular System for the fiscal period then ended. (c) Except as set forth on SCHEDULE 7.14(cSchedule 7.13(b) attached heretoor as otherwise set forth in this Agreement, with respect to the Purchased California Assets, since July 31, 2001the California Balance Sheet Date, neither Seller DCS nor any Affiliate has: (i) sold, assigned, or transferred any of the material, assets, properties or rights included in the Purchased California Assets (except for the Excluded California Assets and except pursuant to existing Contracts relating to the California Business disclosed on any Schedule to this Agreement or inventory in the ordinary course of business consistent with past practice); (ii) entered into any other material transaction primarily relating to the Seller California Business other than in the ordinary course of business consistent with past practices; (iii) suffered any material damage, destruction or casualty loss with respect to the Purchased California Assets not covered by insurance; (iv) suffered any events which, individually or in the aggregate, have, or could be reasonably expected to, materially adversely affect the Purchased AssetsCalifornia Assets (as a whole), the Seller California Business (as a whole) or the transactions contemplated by this Agreement; or (v) entered into any agreement or understanding to do any of the foregoing. (c) DCS has delivered to AWS complete and correct copies of the unaudited financial statements of DCS as at the California Balance Sheet Date, including a balance sheet and related statement of income for the nine (9) month period then ended (collectively, the "DCS FINANCIAL STATEMENTS"). Except as set forth on Schedule 7.13(c), the DCS Financial Statements fairly present in all material respects, in accordance with GAAP, the financial position of DCS and the results of its operations for the period specified therein (subject to the absence of footnotes and to normal year end audit adjustments).

Financial Statements; Changes. (a) Seller has delivered to Purchaser has heretofore been furnished with the following information with respect to the unaudited balance sheets for Seller Business: (i) true and complete copies of unaudited statements of income for the year ended at December 31, 2000 (the "HISTORICAL FINANCIAL STATEMENT")2003, such income statement being included in SCHEDULE 7.14(a)(i); and (ii) true 2002 and complete copies of the unaudited balance sheet at July 312001, 2001 (the "BALANCE SHEET") and the related unaudited statement statements of income operations for the seven-month period periods then ended ended. All such financial statements have been prepared in conformity with generally accepted accounting principles (such statement“GAAP”) applied on a consistent basis, together with except as set forth on Schedule 2.4. Such statements of operations present fairly in all material respects the Balance Sheetresults of operations of Seller for the respective periods covered, and the "CURRENT FINANCIAL STATEMENTS")balance sheets present fairly in all material respects the financial condition of Seller as of their respective dates. Since December 31, such balance sheet and income statement being included 2003, there has been no change in SCHEDULE 7.14(a)(ii)any of the significant accounting policies, practices or procedures of Seller. (b) Each Seller has delivered to Purchaser an unaudited balance sheet (the “Interim Balance Sheet”) for Seller at January 31, 2004 (the “Interim Balance Sheet Date”) and the related statements of operations for the one month period then ended. Such interim financial statements have been prepared in conformity with GAAP applied on a consistent basis, except as set forth on Schedule 2.4. The interim statements of operations present fairly in all material respects the results of the Historical operations of Seller for the period covered, and Current Financial Statements delivered under Section 7.14(athe interim balance sheet presents fairly in all material respects the financial condition of Seller at the Interim Balance Sheet Date. Such interim financial statements reflect all adjustments necessary for a fair presentation other than normal year-end adjustments which are not material in amount in the aggregate. At the Interim Balance Sheet Date, Seller had no material liability (actual, contingent or accrued) above was prepared that, in accordance with GAAP applied on a basis consistent with prior periods and past practices except as otherwise stated therein and with respect to the Current Financial Statementsbasis, subject to normal recurring year-end adjustments and except in each case for the omission of certain footnotes and other presentation items required by GAAP with respect to audited financial statements; the balance sheets included in such Current Financial Statements fairly present the financial condition of the Sellers with respect to the Cellular System, as of the close of business should have been shown or reflected on the date thereof and, except for the Excluded Assets, do not include any assets that are not intended to constitute part of the Purchased Assets after giving effect to the transactions contemplated hereby; and each of the statements of income included in such Historical and Current Financial Statements fairly presents the results of operations of Sellers with respect to the Cellular System for the fiscal period then endedinterim balance sheet but was not. (c) Except as set forth on SCHEDULE 7.14(c) attached hereto, with respect to the Purchased AssetsSchedule 2.4, since July 31the Interim Balance Sheet Date, 2001whether or not in the ordinary course of business, neither Seller hasthere has not been, occurred or arisen: (i) sold, assigned, any change in or transferred any event affecting Seller or the business of the materialHospital, assets, properties that has had or rights included may reasonably be expected to have a material adverse effect on the business of the Hospital; provided that changes to the economy of the United States generally or in the Purchased Assets United States health care industry generally shall not constitute a material adverse change (except for the Excluded Assets and except pursuant to existing Contracts disclosed on any Schedule to this Agreement such change or inventory in the ordinary course of business consistent with past practiceevent, a “Material Adverse Change”);; or (ii) entered into any strike or other material transaction relating to the Seller Business other than in the ordinary course of business consistent with past practices;labor dispute; or (iii) suffered any material damagecasualty, loss, damage or destruction (whether or casualty loss with respect to the Purchased Assets not covered by insurance; (iv) suffered of any events which, individually material property of Seller that is material or that has involved or may involve a material loss to Seller in the aggregate, have, or could be reasonably expected to, materially adversely affect the Purchased Assets, the Seller Business or the transactions contemplated by this Agreement; or (v) entered into any agreement or understanding to do any excess of the foregoingapplicable insurance coverage.

Financial Statements; Changes. (a) Purchaser has heretofore been furnished with the following information with respect to the Seller Business: (i) true The calendar year 2009 and complete copies of unaudited May 31, 2010 compiled financial statements of income the Company attached as Section 4.5 of the Disclosure Schedules (together the “Financial Statements”) present fairly the financial position of the Company as at the dates thereof and the Company’s results of operations for the year ended December 31periods covered thereby and were prepared in all material respects in accordance with generally accepted accounting principles (“GAAP”) consistently applied, 2000 (the "HISTORICAL FINANCIAL STATEMENT"), such income statement being included in SCHEDULE 7.14(a)(i); and (ii) true except for any unaudited financial statements as they do not contain any notes and complete copies of the unaudited balance sheet at July 31, 2001 (the "BALANCE SHEET") and the related unaudited statement of income for the sevenare subject to normal year-month period then ended (such statement, together with the Balance Sheet, the "CURRENT FINANCIAL STATEMENTS"), such balance sheet and income statement being included in SCHEDULE 7.14(a)(ii)end adjustments. (b) Each of the Historical and Current Financial Statements delivered under Section 7.14(aThe Company has no material liabilities, contingent or otherwise, other than (a) above was prepared in accordance with GAAP applied on a basis consistent with prior periods and past practices except as otherwise stated therein and with respect to the Current Financial Statements, subject to normal recurring year-end adjustments and except in each case for the omission of certain footnotes and other presentation items required by GAAP with respect to audited financial statements; the balance sheets included in such Current Financial Statements fairly present the financial condition of the Sellers with respect to the Cellular System, as of the close of business on the date thereof and, except for the Excluded Assets, do not include any assets that are not intended to constitute part of the Purchased Assets after giving effect to the transactions contemplated hereby; and each of the statements of income included in such Historical and Current Financial Statements fairly presents the results of operations of Sellers with respect to the Cellular System for the fiscal period then ended. (c) Except as set forth on SCHEDULE 7.14(c) attached hereto, with respect to the Purchased Assets, since July 31, 2001, neither Seller has: (i) sold, assigned, or transferred any of the material, assets, properties or rights included in the Purchased Assets (except for the Excluded Assets and except pursuant to existing Contracts disclosed on any Schedule to this Agreement or inventory liabilities incurred in the ordinary course of business consistent with past practice); subsequent to May 31, 2010 (iithe “Balance Sheet Date”) entered into any other material transaction relating to the Seller Business other than and (b) executory obligations under contracts and commitments incurred in the ordinary course of business consistent and not required under GAAP to be reflected in the Financial Statements. The Company maintains and will continue to maintain a standard system of accounting established and administered in all material respects in accordance with past practicesGAAP. (c) Since the Balance Sheet Date there has not been: (i) any change in the assets or liabilities of the Company from that reflected in the Financial Statements, except changes that would not have, in the aggregate, a Material Adverse Effect; (ii) any waiver by the Company of a valuable right or of a material debt owed to it; (iii) suffered any material damagesatisfaction or discharge of any lien, destruction claim, or casualty loss with respect to encumbrance, or payment of any obligation by the Purchased Assets Company, except in the ordinary course of business and the satisfaction or discharge of which would not covered by insurancehave a Material Adverse Effect; (iv) suffered any events whichdirect or indirect loans made by the Company to any stockholder, individually employee, officer, or director of the Company, other than advances made in the aggregateordinary course of business; (v) any sale, haveassignment, or could be reasonably expected totransfer of any patents, materially adversely affect trademarks, copyrights, trade secrets, or other intangible assets; (vi) any declaration, setting aside, or payment or other distribution in respect of any of the Purchased AssetsCompany’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any such stock by the Seller Business Company; (vii) any material change or amendment to a material contract or arrangement by which the transactions contemplated by this AgreementCompany or any of its assets or properties is bound or subject; or (vviii) entered into any agreement or understanding to do any other material the Company transaction outside of the foregoingordinary course of business.

Financial Statements; Changes. (a) Purchaser Buyer has heretofore been furnished with the following information with respect to the Seller Business: (i) true and complete copies of unaudited statements of income for the year ended December 31, 2000 (the "HISTORICAL FINANCIAL STATEMENT"), such income statement being included in SCHEDULE 7.14(a)(i); and (ii) Business true and complete copies of the unaudited balance sheet at July 31, 2001 (the "BALANCE SHEET") of Seller and of MIDC and the related unaudited statement statements of income and related earnings and cash flows for the seven-year ended December 31, 2009 (the “Historical Financial Statements”), and for the one month period then ended ending on February 28, 2010 (such statement, together with statement the Balance Sheet, the "CURRENT FINANCIAL STATEMENTS"), such balance sheet and income statement being included in SCHEDULE 7.14(a)(ii“Current Financial Statements”). (b) Each of the The balance sheets included in such Historical and Current Financial Statements delivered under Section 7.14(a) above was prepared in accordance with GAAP applied on a basis consistent with prior periods and past practices except as otherwise stated therein and with respect to the Current Financial Statements, subject to normal recurring year-end adjustments and except in each case for the omission of certain footnotes and other presentation items required by GAAP with respect to audited financial statements; the balance sheets included in such Current Financial Statements fairly present in all material respects the financial condition of the Sellers Seller and of MIDC with respect to the Cellular System, Business as of the close of business on the date thereof and, except for the Excluded Assets, do not include any assets that are not intended to constitute part of the Purchased Assets after giving effect to the transactions contemplated hereby; and each . Each of the statements of income included in such Historical and Current Financial Statements fairly presents the results of operations of Sellers Seller and MIDC in all material respects with respect to the Cellular System Business for the fiscal period then ended. (c) Except as set forth on SCHEDULE 7.14(c) attached hereto, with With respect to the Purchased AssetsAssets and the Business, since July December 31, 20012009, neither Seller hashas not: (i) sold, assigned, or transferred any of the material, assets, properties or rights included in the Purchased Assets (except for the Excluded Assets and except pursuant to existing Contracts disclosed on any Schedule to this Agreement or inventory Inventory in the ordinary course of business consistent with past practice)) with a value in the aggregate in excess of US$20,000 or cancelled any debts or claims other than with respect to uncollectible debts owed by an individual customer; (ii) entered into any other material transaction relating to the Seller Business other than in the ordinary course of business consistent with past practices, or entered into any transaction with any Affiliate of Seller or MIDC; (iii) waived any material rights, whether or not in the ordinary course of business; (iv) suffered any material damage, destruction or casualty loss with respect to the Purchased Assets whether or not covered by insurance; (ivv) suffered any events which, individually or in the aggregate, have, or could be reasonably expected to, materially adversely affect the Purchased Assets, the have a Seller Business or the transactions contemplated by this AgreementMaterial Adverse Effect; or (v) entered into any agreement or understanding to do any of the foregoing.

Financial Statements; Changes. (a) Purchaser AWS has heretofore been furnished with the following information with respect delivered to the Seller Business: DCS complete and correct copies of (i) true the unaudited financial statements of the Alaska Markets as at and complete copies for the periods ended December 31, 2000 and December 31, 2001, each of which include a balance sheet and related statement of income for the year then ended (the "ALASKA HISTORICAL FINANCIAL STATEMENTS") and (ii) the unaudited financial statements of the Alaska Markets at September 30, 2002 (the "ALASKA BALANCE SHEET DATE") including a balance sheet (the "ALASKA BALANCE SHEET") and related statements of income for the year ended December 31, 2000 nine (the "HISTORICAL FINANCIAL STATEMENT"), such income statement being included in SCHEDULE 7.14(a)(i); and (ii9) true and complete copies of the unaudited balance sheet at July 31, 2001 (the "BALANCE SHEET") and the related unaudited statement of income for the seven-month period then ended (such statement, together with the Balance Sheetcollectively, the "CURRENT ALASKA INTERIM FINANCIAL STATEMENTS"). Except as set forth on Schedule 8.13(a), such balance sheet the Alaska Historical Financial Statements and income statement being included the Alaska Interim Financial Statements fairly present in SCHEDULE 7.14(a)(iiall material respects, in accordance with GAAP, the financial position of the Alaska Markets and the results of its operations for the periods specified therein (subject to the absence of footnotes, and, in the case of the Alaska Interim Financial Statements, to normal year end audit adjustments). (b) Each of the Historical and Current Financial Statements delivered under Section 7.14(a) above was prepared in accordance with GAAP applied on a basis consistent with prior periods and past practices except as otherwise stated therein and with respect to the Current Financial Statements, subject to normal recurring year-end adjustments and except in each case for the omission of certain footnotes and other presentation items required by GAAP with respect to audited financial statements; the balance sheets included in such Current Financial Statements fairly present the financial condition of the Sellers with respect to the Cellular System, as of the close of business on the date thereof and, except for the Excluded Assets, do not include any assets that are not intended to constitute part of the Purchased Assets after giving effect to the transactions contemplated hereby; and each of the statements of income included in such Historical and Current Financial Statements fairly presents the results of operations of Sellers with respect to the Cellular System for the fiscal period then ended. (c) Except as set forth on SCHEDULE 7.14(cSchedule 8.13(b) attached heretoor as otherwise set forth in this Agreement, with respect to the Purchased Alaska Assets, since July 31, 2001the Alaska Balance Sheet Date, neither Seller AWS nor any Affiliate has: (i) sold, assigned, or transferred any of the material, assets, properties or rights included in the Purchased Alaska Assets (except for the Excluded Alaska Assets and except pursuant to existing Contracts relating to the Alaska Business disclosed on any Schedule to this Agreement or inventory in the ordinary course of business consistent with past practice); (ii) entered into any other material transaction primarily relating to the Seller Alaska Business other than in the ordinary course of business consistent with past practices; (iii) suffered any material damage, destruction or casualty loss with respect to the Purchased Alaska Assets not covered by insurance; (iv) suffered any events which, individually or in the aggregate, have, or could be reasonably expected to, materially adversely affect the Purchased AssetsAlaska Assets (as a whole), the Seller Alaska Business (as a whole) or the transactions contemplated by this Agreement; or (v) entered into any agreement or understanding to do any of the foregoing.

Financial Statements; Changes. (a) For each of the Cellular Areas, the Purchaser has heretofore been furnished with the following information with respect to the Seller BusinessBusiness conducted in that Cellular Area: (i) true and complete copies of unaudited statements of income for the year years ended December 31, 1999 (other than for GA-1) and December 31, 2000 (such statements for all Cellular Areas collectively, the "HISTORICAL FINANCIAL STATEMENTSTATEMENTS"), such income statement statements being included in SCHEDULE 7.14(a)(i); and (ii) true and complete copies of the unaudited balance sheet at July 31, 2001 (such balance sheet for all Cellular Areas collectively, the "BALANCE SHEETBalance Sheets") and the related unaudited statement of income for the seven-month period then ended (such statementstatement for all Cellular Areas collectively, together with the Balance SheetSheets, the "CURRENT FINANCIAL STATEMENTS"), such balance sheet and income statement being included in SCHEDULE 7.14(a)(ii). (b) Each of the Historical and Current Financial Statements delivered under Section 7.14(a) above was prepared in accordance with GAAP applied on a basis consistent with prior periods and past practices except as otherwise stated therein and with respect to the Current Financial Statements, subject to normal recurring year-end adjustments and except in each case for the omission of certain footnotes and other presentation items required by GAAP with respect to audited financial statements; the balance sheets included in such Current Financial Statements fairly present the financial condition of the Sellers Seller with respect to the Cellular SystemAreas covered thereby, as of the close of business on the date thereof and, except for the Excluded Assets, do not include any assets that are not intended to constitute part of the Purchased Assets after giving effect to the transactions contemplated hereby; and each of the statements of income included in such Historical and Current Financial Statements fairly presents the results of operations of Sellers Seller with respect to the Cellular System Areas covered thereby, as applicable, for the fiscal period then ended. (c) Except as set forth on SCHEDULE 7.14(c) attached hereto, with respect to the Purchased Assets, since July 31, 2001, neither Seller hashas not: (i) sold, assigned, or transferred any of the material, assets, properties or rights included in the Purchased Assets (except for the Excluded Assets and except pursuant to existing Contracts disclosed on any Schedule to this Agreement or inventory in the ordinary course of business consistent with past practice); (ii) entered into any other material transaction relating to the Seller Business other than in the ordinary course of business consistent with past practices; (iii) suffered any material damage, destruction or casualty loss with respect to the Purchased Assets not covered by insurance; (iv) suffered any events which, individually or in the aggregate, have, or could be reasonably expected to, materially adversely affect the Purchased Assets, the Seller Business or the transactions contemplated by this Agreement; or (v) entered into any agreement or understanding to do any of the foregoing.