Common use of Financial Statements; Changes Clause in Contracts

Financial Statements; Changes. (a) The Company has furnished to the Purchaser complete and correct copies of its (i) balance sheets, statements of income and retained earnings and statements of cash flow, as at December 31, 1999 and 1998, in each case certified by Xxxxxx & Associates, the Company's independent certified public accountants (the "Audited Financial Statements"), and (ii) unaudited balance sheet, profit and loss statement and cash flow statement as at September 30, 2000, certified by the Company's Chief Financial Officer (the "Interim Financial Statements" and together with the Audited Financial Statements, the "Financial Statements"). The Financial Statements are complete and correct, are in accordance with the books and records of the Company and present fairly the financial condition and results of operations of the Company, as at the dates and for the periods indicated, and have been prepared in accordance with GAAP, except that the Interim Financial Statements do not contain notes to financial statements required by GAAP. (b) Except as set forth on Schedule 4.8, since the date of the Interim Financial Statements, there has not been with respect to the Company: (i) any change in its assets, liabilities, financial condition or operating results from that reflected in the Interim Financial Statements, except changes in the ordinary course of business that have not been, in the aggregate, materially adverse; (ii) any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting its assets, properties, financial condition, operating results, prospects or business (as such business is presently conducted and as it is currently proposed to be conducted); (iii) any waiver or compromise of a valuable right or of a material debt owed to it; (iv) any satisfaction or discharge of any lien, claim or encumbrance or payment of any obligation, except in the ordinary course of business and that is not material to its assets, properties, financial condition, operating results or business (as such business is presently conducted and as it is currently proposed to be conducted); (v) any change or amendment to a material contract or arrangement by which it or any of its assets or properties is bound or subject; (vi) any declaration or payment of any dividend or other distribution of any of its assets; (vii) any material change in any compensation arrangement or agreement with any employee; (viii) any other event or condition of any character that might materially and adversely affect its assets, properties, financial condition, operating results or business (as such business is presently conducted and as it is currently proposed to be conducted); (ix) any amendments or changes in its Articles of Incorporation or Bylaws except for those changes contemplated by the Articles of Amendment (as defined herein); (x) any increase in or modification of any bonus, pension, insurance or other employee benefit plan, payment or arrangement (including, but not limited to, the granting of stock options, restricted stock awards or stock appreciation rights) made to, for or with any of its employees; (xi) any incurrence, assumption or guarantee of any debt for borrowed money; issuance or sale of any securities convertible into or exchangeable for debt securities; or issuance or sale of options or other rights to acquire any securities convertible into or exchangeable for any such debt securities; (xii) any making of any loan, advance or capital contribution to any person other than travel loans or advances made in the ordinary course of business and not in excess of $10,000; or (xiii) any labor dispute, other than routine individual grievances, or any activity or proceeding by a labor union or representative thereof to organize any of its employees.

Financial Statements; Changes. (a) The a. Company has furnished delivered to the Purchaser complete and correct Purchasers copies of its (i) balance sheets, Company's audited consolidated financial statements of income and retained earnings and statements of cash flow, as at for the fiscal years ended December 31, 1999 1997 and 1998December 31, 1998 (such December 31, 1998 statements in each case certified by Xxxxxx & Associatesdraft form), together with the notes thereto, and copies of Company's independent certified public accountants balance sheet as of July 31, 1999, statement of operations for the seven months ended July 31, 1999, statement of changes in shareholders' equity for the seven months ended July 31, 1999, and statement of cash flows for the seven months ended July 31, 1999 (the "Audited Financial Statements"), and (ii) unaudited balance sheet, profit and loss statement and cash flow statement as at September 30, 2000, certified by the Company's Chief Financial Officer (the "Interim Financial Statements" and together with the Audited Financial Statements, the "Financial StatementsFINANCIAL STATEMENTS"). The Financial Statements are complete and correct, are were prepared in accordance with generally accepted accounting principles consistently applied throughout the books period indicated, are correct and records of the Company complete and fairly present fairly the financial position and condition of Company at the date thereof and the results of operations of the Company, as at the dates and Company for the periods indicatedperiod covered thereby, and have been prepared in accordance with GAAPcontain no material misstatements or omissions. b. Since July 31, 1999, except that the Interim Financial Statements do not contain notes to financial statements required as disclosed in Schedule 3.6 hereto, and/or except as anticipated by GAAP. (b) Except as set forth on Schedule 4.8, since the date of the Interim Financial Statementsthis Agreement, there has not been with respect to the Companybeen: (i1) any change in its the assets, liabilities, financial condition or operating results of Company from that reflected in the Interim Financial Statements, except changes in the ordinary course of business that which have not been, in the aggregate, materially adverse; (ii2) any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting its the assets, properties, financial condition, operating results, prospects or business of Company (as such business is presently conducted and as it is currently proposed to be conducted); (iii3) any waiver or compromise by Company of a valuable right or of a material debt owed to it; (iv4) any satisfaction or discharge of any lien, claim or encumbrance or payment of any obligationobligation by Company, except in the ordinary course of business and that which is not material to its the assets, properties, financial condition, operating results results, prospects or business of Company (as such business is presently conducted and as it is currently proposed to be conducted); (v5) any change or amendment to a material contract or arrangement by which it Company or any of its assets or properties is bound or subject; (vi6) any declaration or payment of any dividend or other distribution of any the assets of its assetsCompany; (vii7) any material change in any compensation arrangement or agreement with any employee;; or (viii) 8) to the "Company's Knowledge" (as defined below), any other event or condition of any character that which might materially and adversely affect its the assets, properties, financial condition, operating results results, prospects or business of Company (as such business is presently conducted and as it is currently proposed to be conducted);. (ix) any amendments or changes in its Articles of Incorporation or Bylaws except for those changes contemplated by the Articles of Amendment (as defined c. As used herein); (x) any increase in or modification of any bonus, pension, insurance or other employee benefit plan, payment or arrangement (including, but not limited to, the granting of stock options, restricted stock awards or stock appreciation rights) made to, for or with any of its employees; (xi) any incurrence, assumption or guarantee of any debt for borrowed money; issuance or sale of any securities convertible into or exchangeable for debt securities; or issuance or sale of options or other rights to acquire any securities convertible into or exchangeable for any such debt securities; (xii) any making of any loan, advance or capital contribution to any person other than travel loans or advances made in the ordinary course of business "COMPANY'S KNOWLEDGE" means Company's actual knowledge after inquiry and not in excess of $10,000; or (xiii) any labor dispute, other than routine individual grievances, or any activity or proceeding by a labor union or representative thereof to organize any of its employeessigned certificate from Company's President. As used herein "FOUNDER'S KNOWLEDGE" means Founder's actual knowledge after inquiry.

Financial Statements; Changes. (a) The Company has furnished to the Purchaser complete and correct copies of its (i) balance sheets, financial statements of income and retained earnings and statements of cash flow, as at December 31, 1999 and 1998, in each case certified by Xxxxxx & Associates, the Company's independent certified public accountants (the "Audited Financial Statements"), and (ii) unaudited balance sheet, profit and loss statement and cash flow statement as at September 30, 2000, certified by the Company's Chief Financial Officer (the "Interim Financial Statements" and together with the Audited Financial Statements, the "Financial Statements"). The Financial Statements are complete and correct, are in accordance with the books and records of the Company and attached to Schedule 4.5 to the Disclosure Schedules (together the “Financial Statements”) present fairly the financial condition and results of operations position of the Company, Company as at the dates thereof and the Company’s results of operations for the periods indicatedcovered thereby and, and have been except as set forth therein, were prepared in all material respects in accordance with generally accepted accounting principles (“GAAP, except that the Interim Financial Statements do not contain notes to financial statements required by GAAP”) consistently applied. (b) Except as set forth on Schedule 4.8The Company has no material liabilities, since contingent or otherwise, other than (a) liabilities incurred in the date ordinary course of business subsequent to the Interim December 31, 2008 (the “Balance Sheet Date”) and (b) executory obligations under contracts and commitments incurred in the ordinary course of business 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 GAAP. (c) Since the Balance Sheet Date there has not been with respect to the Companybeen: (i) any change in its assets, liabilities, financial condition the assets or operating results liabilities of the Company from that reflected in the Interim Financial Statements, except changes in the ordinary course of business that have would not beenhave, in the aggregate, materially adversea Material Adverse Effect; (ii) any damage, destruction or loss, whether or not covered waiver by insurance, materially and adversely affecting its assets, properties, financial condition, operating results, prospects or business (as such business is presently conducted and as it is currently proposed to be conducted); (iii) any waiver or compromise the Company of a valuable right or of a material debt owed to it; (iviii) any satisfaction or discharge of any lien, claim claim, or encumbrance encumbrance, or payment of any obligationobligation by the Company, except in the ordinary course of business and that is the satisfaction or discharge of which would not material have a Material Adverse Effect; (iv) any direct or indirect loans made by the Company to its assetsany stockholder, propertiesemployee, financial conditionofficer, operating results or business (as such business is presently conducted and as it is currently proposed to be conducted)director of the Company, other than advances made in the ordinary course of business; (v) any sale, assignment, or transfer of any patents, trademarks, copyrights, trade secrets, or other intangible assets; (vi) any declaration, setting aside, or payment or other distribution in respect of any of the Company’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any such stock by the Company; (vii) any material change or amendment to a material contract or arrangement by which it the Company or any of its assets or properties is bound or subject; (vi) any declaration or payment of any dividend or other distribution of any of its assets; (vii) any material change in any compensation arrangement or agreement with any employee;; or (viii) any other event or condition material the Company transaction outside of any character that might materially and adversely affect its assets, properties, financial condition, operating results or business (as such business is presently conducted and as it is currently proposed to be conducted); (ix) any amendments or changes in its Articles of Incorporation or Bylaws except for those changes contemplated by the Articles of Amendment (as defined herein); (x) any increase in or modification of any bonus, pension, insurance or other employee benefit plan, payment or arrangement (including, but not limited to, the granting of stock options, restricted stock awards or stock appreciation rights) made to, for or with any of its employees; (xi) any incurrence, assumption or guarantee of any debt for borrowed money; issuance or sale of any securities convertible into or exchangeable for debt securities; or issuance or sale of options or other rights to acquire any securities convertible into or exchangeable for any such debt securities; (xii) any making of any loan, advance or capital contribution to any person other than travel loans or advances made in the ordinary course of business and not in excess of $10,000; or (xiii) any labor dispute, other than routine individual grievances, or any activity or proceeding by a labor union or representative thereof to organize any of its employeesbusiness.

Financial Statements; Changes. (a) The Company has furnished to the Purchaser complete and correct copies of its (i) balance sheets, financial statements of income and retained earnings and statements of cash flow, as at December 31, 1999 and 1998, in each case certified by Xxxxxx & Associates, the Company's independent certified public accountants (the "Audited Financial Statements"), and (ii) unaudited balance sheet, profit and loss statement and cash flow statement as at September 30, 2000, certified by the Company's Chief Financial Officer (the "Interim Financial Statements" and together with the Audited Financial Statements, the "Financial Statements"). The Financial Statements are complete and correct, are in accordance with the books and records of the Company and attached to Schedule 2.5 to the Disclosure Schedules (together the “Financial Statements”) present fairly the financial condition and results of operations position of the Company, Company as at the dates thereof and the Company’s results of operations for the periods indicatedcovered thereby and, and have been except as set forth therein, were prepared in all material respects in accordance with generally accepted accounting principles (“GAAP, except that the Interim Financial Statements do not contain notes to financial statements required by GAAP”) consistently applied. (b) Except as set forth on Schedule 4.8The Company has no material liabilities, since contingent or otherwise, other than (a) liabilities incurred in the date ordinary course of business subsequent to June 30, 2010 (the Interim “Balance Sheet Date”) and (b) executory obligations under contracts and commitments incurred in the ordinary course of business 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 GAAP. (c) Since the Balance Sheet Date there has not been with respect to the Companybeen: (i) any change in its assets, liabilities, financial condition the assets or operating results liabilities of the Company from that reflected in the Interim Financial Statements, except changes in the ordinary course of business that have would not beenhave, in the aggregate, materially adversea Material Adverse Effect; (ii) any damage, destruction or loss, whether or not covered waiver by insurance, materially and adversely affecting its assets, properties, financial condition, operating results, prospects or business (as such business is presently conducted and as it is currently proposed to be conducted); (iii) any waiver or compromise the Company of a valuable right or of a material debt owed to it; (iviii) any satisfaction or discharge of any lien, claim claim, or encumbrance encumbrance, or payment of any obligationobligation by the Company, except in the ordinary course of business and that is the satisfaction or discharge of which would not material have a Material Adverse Effect; (iv) any direct or indirect loans made by the Company to its assetsany stockholder, propertiesemployee, financial conditionofficer, operating results or business (as such business is presently conducted and as it is currently proposed to be conducted)director of the Company, other than advances made in the ordinary course of business; (v) any sale, assignment, or transfer of any patents, trademarks, copyrights, trade secrets, or other intangible assets; (vi) any declaration, setting aside, or payment or other distribution in respect of any of the Company’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any such stock by the Company; (vii) any material change or amendment to a material contract or arrangement by which it the Company or any of its assets or properties is bound or subject; (vi) any declaration or payment of any dividend or other distribution of any of its assets; (vii) any material change in any compensation arrangement or agreement with any employee;; or (viii) any other event or condition material the Company transaction outside of any character that might materially and adversely affect its assets, properties, financial condition, operating results or business (as such business is presently conducted and as it is currently proposed to be conducted); (ix) any amendments or changes in its Articles of Incorporation or Bylaws except for those changes contemplated by the Articles of Amendment (as defined herein); (x) any increase in or modification of any bonus, pension, insurance or other employee benefit plan, payment or arrangement (including, but not limited to, the granting of stock options, restricted stock awards or stock appreciation rights) made to, for or with any of its employees; (xi) any incurrence, assumption or guarantee of any debt for borrowed money; issuance or sale of any securities convertible into or exchangeable for debt securities; or issuance or sale of options or other rights to acquire any securities convertible into or exchangeable for any such debt securities; (xii) any making of any loan, advance or capital contribution to any person other than travel loans or advances made in the ordinary course of business and not in excess of $10,000; or (xiii) any labor dispute, other than routine individual grievances, or any activity or proceeding by a labor union or representative thereof to organize any of its employeesbusiness.

Financial Statements; Changes. (a) The Company has furnished to the Purchaser UWG complete and correct copies of its (i) balance sheets, statements of income and retained earnings and statements of cash flow, as at December 31, 1999 2000, 2001 and 19982002, in each case certified by Xxxxxx & Associates, the Company's ’s independent certified public accountants (the "“Audited Financial Statements"”), and (ii) unaudited balance sheet, profit and loss statement and cash flow statement as at September 30, 20002003, certified by the Company's ’s Chief Financial Officer (the "“Interim Financial Statements" ” and together with the Audited Financial Statements, the "“Financial Statements"”). The Financial Statements are complete and correct, are in accordance with the books and records of the Company and present fairly the financial condition and results of operations of the Company, as at the dates and for the periods indicated, and have been prepared in accordance with GAAP, except that the Interim Financial Statements do not contain notes to financial statements required by GAAP. (b) Except as set forth on Schedule 4.8, since the date of the Interim Financial Statements, there has not been with respect to the Company: (i) any change in its assets, liabilities, financial condition or operating results from that reflected in the Interim Financial Statements, except changes in the ordinary course of business that have not been, in the aggregate, materially adverse; (ii) any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting its assets, properties, financial condition, operating results, prospects or business (as such business is presently conducted and as it is currently proposed to be conducted); (iii) any waiver or compromise of a valuable right or of a material debt owed to it; (iv) any satisfaction or discharge of any lien, claim or encumbrance or payment of any obligation, except in the ordinary course of business and that is not material to its assets, properties, financial condition, operating results or business (as such business is presently conducted and as it is currently proposed to be conducted); (v) any change or amendment to a material contract or arrangement by which it or any of its assets or properties is bound or subject; (vi) any declaration or payment of any dividend or other distribution of any of its assets; (vii) any material change in any compensation arrangement or agreement with any employee; (viii) any other event or condition of any character that might materially and adversely affect its assets, properties, financial condition, operating results or business (as such business is presently conducted and as it is currently proposed to be conducted); (ix) any amendments or changes in its Articles of Incorporation or Bylaws except for those changes contemplated by the Statement of Withdrawal and the Articles of Amendment (as defined herein)Restatement; (x) any increase in or modification of any bonus, pension, insurance or other employee benefit plan, payment or arrangement (including, but not limited to, the granting of stock options, restricted stock awards or stock appreciation rights) made to, for or with any of its employees; (xi) any incurrence, assumption or guarantee of any debt for borrowed money; issuance or sale of any securities convertible into or exchangeable for debt securities; or issuance or sale of options or other rights to acquire any securities convertible into or exchangeable for any such debt securities; (xii) any making of any loan, advance or capital contribution to any person other than travel loans or advances made in the ordinary course of business and not in excess of $10,000; or (xiii) any labor dispute, other than routine individual grievances, or any activity or proceeding by a labor union or representative thereof to organize any of its employees.