Common use of Financial Statements; Debt Clause in Contracts

Financial Statements; Debt. (a) The Company has heretofore made available to Parent (a) copies of the audited consolidated balance sheet of the Company and its Subsidiaries as of December 31, 2005 and 2004, together with the related consolidated statements of operations, stockholders' equity (deficit) and cash flows for the periods then ended and the notes thereto, accompanied by the reports thereon of Xxxxx Xxxxxxxx LLP, (b) copies of the unaudited consolidated balance sheets of the Company and its Subsidiaries as of March 31, 2006 ("Interim Balance Sheet"), together with the related consolidated unaudited statements of operations, stockholders' equity (deficit), and cash flow for the period then ended, and the notes thereto (all the financial statements referred to in clauses (a) and (b) above being hereinafter collectively referred to as the "Financial Statements"). The Financial Statements, including the notes thereto, (i) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby and (ii) present fairly in all material respects the financial position, results of operations and changes in financial position of the Company and its Subsidiaries as of such dates and for the periods then ended (subject, in the case of the unaudited interim Financial Statements described in clause (b) above, to normal year-end audit adjustments consistent with prior periods). (b) Since March 31, 2006, as of the date hereof, there has been no material increase in the aggregate amount of Debt outstanding. (c) Neither the Company nor any of its Subsidiaries has any off balance sheet arrangement (as defined in Item 303(a)(4)(ii) of Regulation S-K under the Securities Act).

Financial Statements; Debt. (a) The consolidated financial statements contained in the Company has heretofore made available to Parent 10-K, the November 10-Q and in the Company's quarterly report on Form 10-Q for the quarter ended August 27, 2005 (atogether with the November 10-Q, the "Company 10-Qs") copies of have been prepared from, and are in accordance with, the audited consolidated balance sheet books and records of the Company and its the Subsidiaries as and present fairly, in all material respects, the consolidated financial condition and results of December 31, 2005 and 2004, together with the related consolidated statements of operations, stockholders' equity (deficit) and cash flows for the periods then ended and the notes thereto, accompanied by the reports thereon of Xxxxx Xxxxxxxx LLP, (b) copies of the unaudited consolidated balance sheets operations of the Company and its the Subsidiaries as of March 31and for the periods presented therein, 2006 all in conformity with United Stated generally accepted accounting principles ("Interim Balance SheetGAAP"), together with the related consolidated unaudited statements of operations, stockholders' equity (deficit), and cash flow for the period then ended, and the notes thereto (all the financial statements referred to in clauses (a) and (b) above being hereinafter collectively referred to as the "Financial Statements"). The Financial Statements, including the notes thereto, (i) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby basis, except as otherwise indicated therein and (ii) present fairly in all material respects the financial position, results of operations and changes in financial position of the Company and its Subsidiaries as of such dates and for the periods then ended (subject, subject in the case of the unaudited interim Financial Statements described financial statements included in clause (b) abovethe Company 10-Qs, to normal year-end audit adjustments consistent adjustments, which in the aggregate are not material, and the absence of notes in the unaudited financial statements. Since May 31, 2005, there has been no material change in the Company's accounting methods or principles that would be required to be disclosed in the Company's financial statements in accordance with prior periods)GAAP, except as described in the notes to such Company financial statements. (b) Since March 31, 2006Section 3.08(b) of the Company Disclosure Schedule sets forth, as of the date hereof, there has been no material increase in all of the outstanding indebtedness of the Company and the Subsidiaries, including, without limitation, (i) the aggregate principal amount of Debt outstanding. borrowings under the revolving credit facility of the Second Amended and Restated Loan and Security Agreement dated August 11, 2004, as amended, among the Company, Outlook Label Systems, Inc. and Bank of America, N.A. and (cii) Neither outstanding capital lease obligations. As of the date hereof there is not, and as of the Effective Time there will not be, any indebtedness of the Company nor any of its Subsidiaries has any off balance sheet arrangement (except as defined in Item 303(a)(4)(ii) of Regulation S-K under the Securities Act).set forth in

Financial Statements; Debt. (a) The Company has heretofore made available delivered to Parent (a) true, complete and correct copies of (i) the audited consolidated unaudited balance sheet of the Company and its Subsidiaries as of December 31, 2004 and related statements of operations, changes in stockholders’ equity and changes in financial position for the Company for the three year periods ended December 31, 2004, December 31, 2003 and December 31, 2002, respectively, and the related notes thereto (collectively, the “Prior Financial Statements”), and (ii) the unaudited balance sheet as of August 31, 2005 and 2004related statements of operations, changes in stockholders’ equity and changes in financial position for the Company, and the related notes thereto (the “2005 Financial Statements”) for the 8-month period then ended (the Prior Financial Statements and the 2005 Financial Statements shall collectively be referred to as the “Financial Statements”). The August 31, 2005 balance sheet is referred to herein as the “Reference Balance Sheet.” (b) The Financial Statements, together with the related consolidated statements of operations, stockholders' equity (deficit) and cash flows for the periods then ended and the notes thereto, accompanied by the reports thereon of Xxxxx Xxxxxxxx LLP, (b) copies of the unaudited consolidated balance sheets of the Company and its Subsidiaries as of March 31, 2006 ("Interim Balance Sheet"), together with the related consolidated unaudited statements of operations, stockholders' equity (deficit), and cash flow for the period then ended, and the notes thereto (all the financial statements referred to in clauses (a) and (b) above being hereinafter collectively referred to as the "Financial Statements"). The Financial Statements, including the notes thereto, (i) were have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby and (ii) fairly present fairly in all material respects the financial position, condition and the results of operations and changes in financial position of the Company and its Subsidiaries as of such the respective dates thereof and for the respective periods then ended (subjectcovered thereby, in except that the case of the unaudited interim 2005 Financial Statements described in clause (b) above, do not contain all notes required by GAAP and are subject to normal year-end audit adjustments consistent in amounts with prior periods). (b) Since March 31, 2006, as of the date hereof, there has been no material increase in the aggregate amount of Debt outstandingPrior Financial Statements. (c) Neither The Company has no outstanding Debt, other than Debt that is set forth in Section 4.5 of the Disclosure Schedule. (d) All Affiliate Indebtedness reflected in the Reference Balance Sheet and all Affiliate Indebtedness of the Company nor that has arisen since the date of the Reference Balance Sheet (i) represents bona fide amounts due to the Company from the obligors thereof, (ii) is an uncontested, unconditional obligation of the obligors thereof and is not in dispute or subject to any valid defense, offset, counterclaim, right of return or agreement which varies the terms thereof, and (iii) will be paid in full in accordance with its Subsidiaries has any off balance sheet arrangement (as defined in Item 303(a)(4)(ii) of Regulation S-K under the Securities Act)terms.

Financial Statements; Debt. (a) The consolidated financial statements contained in the Company has heretofore made available to Parent 10-K and in the Company’s quarterly reports on Form 10-Q for the quarters ended January 22, 2005, October 23, 2004 and July 24, 2004 (acollectively, the “Company 10-Qs”) copies of have been prepared from, and are in accordance with, the audited consolidated balance sheet books and records of the Company and its the Subsidiaries as and present fairly, in all material respects, the consolidated financial condition and results of December 31, 2005 and 2004, together with the related consolidated statements of operations, stockholders' equity (deficit) and cash flows for the periods then ended and the notes thereto, accompanied by the reports thereon of Xxxxx Xxxxxxxx LLP, (b) copies of the unaudited consolidated balance sheets operations of the Company and its the Subsidiaries as of March 31, 2006 ("Interim Balance Sheet"), together with the related consolidated unaudited statements of operations, stockholders' equity (deficit), and cash flow for the period then endedperiods presented therein, and the notes thereto all in conformity with United Stated generally accepted accounting principals (all the financial statements referred to in clauses (a“GAAP”) and (b) above being hereinafter collectively referred to as the "Financial Statements"). The Financial Statements, including the notes thereto, (i) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby basis, except as otherwise indicated therein and (ii) present fairly in all material respects the financial position, results of operations and changes in financial position of the Company and its Subsidiaries as of such dates and for the periods then ended (subject, subject in the case of the unaudited interim Financial Statements described financial statements included in clause (b) abovethe Company 10-Qs, to normal year-end audit adjustments consistent adjustments, which in the aggregate are not material, and the absence of notes in the unaudited financial statements. Since April 24, 2004, there has been no material change in the Company’s accounting methods or principles that would be required to be disclosed in the Company’s financial statements in accordance with prior periods)GAAP, except as described in the notes to such Company financial statements. (b) Since March 31, 2006Section 3.08(b) of the Company Disclosure Schedule sets forth, as of the date hereof, there has been no material increase in all of the outstanding indebtedness of the Company and the Subsidiaries, including, without limitation, (i) the outstanding aggregate principal amount of Convertible Notes, (ii) the aggregate principal amount of Debt outstanding. borrowings under the revolving credit facility of the Amended and Restated Credit Agreement, dated as of April 11, 2003, as amended, among the Company and the lenders and agents named therein (cthe “Credit Agreement”), (iii) outstanding amounts under the Receivables Purchase Agreement, dated as of January 1, 2001, as amended, (iv) outstanding amounts under the Receivables Sale Agreement, dated as of November 22, 2000 and (v) outstanding capital lease obligations. As of the date hereof there is not, and as of the Effective Time there will not be, any indebtedness of the Company except as set forth in Section 3.08(b) of the Company Disclosure Schedule and as may be incurred in accordance with Section 5.01(b)(vi)(b) hereof. Neither the Company nor any Subsidiary guaranties any indebtedness of its Subsidiaries has any off balance sheet arrangement (Person other than of the Company or any Subsidiary, other than letters of credit, bonds and other similar instruments supporting performance obligations, in each case, as defined in Item 303(a)(4)(iilisted on Section 3.08(b) of Regulation S-K under the Securities Act)Company Disclosure Schedule.