Common use of FINANCIAL STATEMENTS; CONDUCT OF THE BUSINESS Clause in Contracts

FINANCIAL STATEMENTS; CONDUCT OF THE BUSINESS. NO UNDISCLOSED LIABILITIES. Except as set forth on SCHEDULE 2.7: (a) The Company has delivered to Purchaser (i) the audited balance sheets of the Company as of December 31, 1997, 1996 and 1995 and the related audited statements of income, retained earnings and cash flows for the fiscal years then ended, accompanied in each case by an opinion thereon of the independent certified public accountant of the Company (such financial statements, including the notes thereto, hereinafter being referred to as the "Annual Financial Statements"), and (ii) the unaudited balance sheet of the Company as of March 31, 1998, and the related unaudited statements of income for the three months ended March 31, 1998 (the "Interim Financial Statements"). (The Annual Financial Statements and the Interim Financial Statements including the notes thereto together hereinafter being referred to as the "Financial Statements"). All of the Financial Statements have been prepared in accordance with GAAP (subject to the modifications and exceptions set forth in SCHEDULE 2.7 and, in the case of Interim Financial Statements, to end of year audit adjustments and preparation of footnotes) consistently applied for all relevant periods (except as indicated therein) and present fairly in all material respects the financial position of the Company as of the dates thereof and the results of its operations for the periods then ended. (b) The Company does not have any debts, obligations, guaranties of the obligations of others or liabilities except: (i) debts, obligations, guaranties and liabilities to the extent reflected or reserved against in the Financial Statements, (ii) debts, obligations, guaranties and liabilities incurred or entered into subsequent to March 31, 1998, in the ordinary course of business and otherwise not in contravention of this Agreement, and (iii) debts, obligations and liabilities relating to this Agreement and the Related Agreements and instruments being executed and delivered in connection herewith and the transactions referred to herein and therein (including obligations to pay legal fees, financial advisory fees, bank fees, accounting fees and other amounts in connection therewith) so long as such obligations are included in determining Company Expenses.

FINANCIAL STATEMENTS; CONDUCT OF THE BUSINESS. NO UNDISCLOSED LIABILITIES. Except as set forth on SCHEDULE 2.7: (a) The Company has delivered to Purchaser (i) the audited balance sheets of the Company as of December 31June 30, 1997, 1996 and 1995 and the related audited statements of income, retained earnings and cash flows for the fiscal years then ended, accompanied in each case by an opinion thereon of the independent certified public accountant of the Company (such financial statements, including the notes thereto, hereinafter being referred to as the "Annual Financial Statements"), and (ii) the unaudited balance sheet of the Company as of March 31, 1998, and the related unaudited statements of income for the three nine months ended March 31, 1998 (the "Interim Financial Statements"). (The Annual Financial Statements and the Interim Financial Statements including the notes thereto together hereinafter being referred to as the "Financial Statements"). All of the Financial Statements have been prepared in accordance with GAAP (subject to the modifications and exceptions set forth in SCHEDULE 2.7 and, in the case of Interim Financial Statements, to end of year audit adjustments and preparation of footnotes) consistently applied for all relevant periods (except as indicated therein) and present fairly in all material respects the financial position of the Company as of the dates thereof and the results of its operations for the periods then ended. (b) The Company does not have any debts, obligations, guaranties of the obligations of others or liabilities except: (i) debts, obligations, guaranties and liabilities to the extent reflected or reserved against in the Financial Statements, (ii) debts, obligations, guaranties and liabilities incurred or entered into subsequent to March 31, 1998, in the ordinary course of business and otherwise not in contravention of this Agreement, and (iii) debts, obligations and liabilities relating to this Agreement and the Related Agreements and instruments being executed and delivered in connection herewith and the transactions referred to herein and therein (including obligations to pay legal fees, financial advisory fees, bank fees, accounting fees and other amounts in connection therewith) so long as such obligations are included in determining Company Expenses.

FINANCIAL STATEMENTS; CONDUCT OF THE BUSINESS. NO UNDISCLOSED LIABILITIES. Except as set forth on SCHEDULE 2.7: (a) The Company has delivered to Purchaser (i) the audited consolidated balance sheets of the Company and the Subsidiaries as of December 31, 1997, 1996 and 1995 and the related audited statements of income, retained earnings and cash flows for the fiscal years then ended, accompanied in each case by an opinion thereon of the independent certified public accountant of the Company (such financial statements, including the notes thereto, hereinafter being referred to as the "Annual Financial Statements"), and (ii) the unaudited consolidated balance sheet of the Company and the Subsidiaries as of March 31, 1998, and the related unaudited statements of income for the three months ended March 31, 1998 (the "Interim Financial Statements"). (The Annual Financial Statements and the Interim Financial Statements including the notes thereto together hereinafter being referred to as the "Financial Statements"). All of the Financial Statements have been prepared in accordance with GAAP (subject to the modifications and exceptions set forth in SCHEDULE 2.7 and, in the case of Interim Financial Statements, to end of year audit adjustments and preparation of footnotes) consistently applied for all relevant periods (except as indicated therein) and present fairly in all material respects the financial position of the Company and the Subsidiaries as of the dates thereof and the results of its operations for the periods then ended. (b) The Neither the Company does not nor the Subsidiaries have any debts, obligations, guaranties of the obligations of others or liabilities except: (i) debts, obligations, guaranties and liabilities to the extent reflected or reserved against in the Financial Statements, (ii) debts, obligations, guaranties and liabilities incurred or entered into subsequent to March 31, 1998, in the ordinary course of business and otherwise not in contravention of this Agreement, and (iii) debts, obligations and liabilities relating to this Agreement and the Related Agreements and instruments being executed and delivered in connection herewith and the transactions referred to herein and therein (including obligations to pay legal fees, financial advisory fees, bank fees, accounting fees and other amounts in connection therewith) so long as such obligations are included in determining Company Expenses.

FINANCIAL STATEMENTS; CONDUCT OF THE BUSINESS. NO UNDISCLOSED LIABILITIES. Except as set forth on SCHEDULE 2.7: (a) The Company has delivered to Purchaser (i) the audited balance sheets of the Company as of December July 31, 1997, 1996 and 1995 and the related audited statements of income, retained earnings and cash flows for the fiscal years then ended, accompanied in each case by an opinion thereon of the independent certified public accountant of the Company (such financial statements, including the notes thereto, hereinafter being referred to as the "Annual Financial Statements"), and (ii) the unaudited balance sheet of the Company as of March 31, 1998, and the related unaudited statements of income for the three eight (8) months ended March 31, 1998 (the "Interim Financial Statements"). (The Annual Financial Statements and the Interim Financial Statements including the notes thereto together hereinafter being referred to as the "Financial Statements"). All of the Financial Statements have been prepared in accordance with GAAP (subject to the modifications and exceptions set forth in SCHEDULE 2.7 and, in the case of Interim Financial Statements, to end of year audit adjustments and preparation of footnotes) consistently applied for all relevant periods (except as indicated therein) and present fairly in all material respects the financial position of the Company as of the dates thereof and the results of its operations for the periods then ended. (b) The Company does not have any debts, obligations, guaranties of the obligations of others or liabilities except: (i) debts, obligations, guaranties and liabilities to the extent reflected or reserved against in the Financial Statements, (ii) debts, obligations, guaranties and liabilities incurred or entered into subsequent to March 31, 1998, in the ordinary course of business and otherwise not in contravention of this Agreement, and (iii) debts, obligations and liabilities relating to this Agreement and the Related Agreements and instruments being executed and delivered in connection herewith and the transactions referred to herein and therein (including obligations to pay legal fees, financial advisory fees, bank fees, accounting fees and other amounts in connection therewith) so long as such obligations are included in determining Company Expenses.