Common use of Financial Statements; Disclosure Clause in Contracts

Financial Statements; Disclosure. (a) As of the date of this Agreement, the Financial Statements (together with the notes thereto, as applicable), (i) are true, correct and complete in all material respects, (ii) are in accordance with the books and records of the Company and (iii) fairly present the financial condition and results of operations of the Company as of the dates and for the periods indicated in accordance with GAAP, except that the unaudited balance sheets and related financial statements do not contain an auditors' opinion and do not contain footnotes and are subject to normal, recurring year-end audit adjustments which are not material. (b) This Agreement together with the schedules, attachments, exhibits, written statements and certificates supplied to the Purchaser by or on behalf of the Company with respect to the transactions contemplated hereby does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained herein or therein, in light of the circumstances in which they were made, not misleading. There is no fact which has not been disclosed to the Purchaser of which the Company has knowledge, and which has had or could reasonably be anticipated to have a Material Adverse Effect. (c) As of its filing date, each document filed with the SEC by the Company, as amended or supplemented prior to the date of this Agreement or any Additional Closing Date, if applicable, pursuant to the Securities Act and/or the Exchange Act, true and correct copies of which have been given to the Purchaser, (i) complied in all material respects with the applicable requirements of the Securities Act and/or Exchange Act and (ii) did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each final registration statement filed with the SEC by the Company pursuant to the Securities Act, as of the date such statement became effective (i) complied in all material respects with the applicable requirements of the Securities Act and (ii) did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any prospectus, in light of the circumstances under which they were made).

Financial Statements; Disclosure. (a) As of the date of this Agreement, the The Financial Statements (together with the notes thereto, as applicable), (i) are true, correct and complete in all material respects, (ii) are in accordance with the books and records of the Company and (iii) fairly present the financial condition and results of operations of the Company as of the dates and for the periods indicated in accordance with GAAP, except that the unaudited balance sheets and related financial statements do not contain an auditors' opinion and do not contain footnotes and are subject to normal, recurring year-end audit adjustments which are not material. (b) This Agreement together with the schedules, attachments, exhibits, written statements and certificates supplied to the Purchaser by or on behalf of the Company with respect to the transactions contemplated hereby does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained herein or therein, in light of the circumstances in which they were made, not misleading. There is no fact which has not been disclosed to the Purchaser in writing of which the Company has knowledge, and which has had or could reasonably be anticipated to have a Material Adverse Effect. (c) As of its filing date, each document filed with the SEC by the Company, as amended or supplemented prior to the date of this Agreement or any Additional Closing Date, if applicable, pursuant to the Securities Act and/or the Exchange Act, true and correct copies of which have been given to the Purchaser, Purchaser (i) complied in all material respects with the applicable requirements of the Securities Act and/or Exchange Act and (ii) did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each final registration statement filed with the SEC by the Company pursuant to the Securities Act, as of the date such statement became effective (i) complied in all material respects with the applicable requirements of the Securities Act and (ii) did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any prospectus, in light of the circumstances under which they were made).

Financial Statements; Disclosure. (a) As Borrower has delivered to Lender true, complete and correct copies of the date consolidated balance sheet (“Balance Sheet”) of this AgreementBorrower as of December 31, 2007 (“Balance Sheet Date”) and the related statements of operations and cash flows for the fiscal year then ended (the “Financial Statements”). Except as set forth on Schedule 4.8(a), the unaudited Financial Statements (together with the notes thereto, as applicable), (i) are true, correct fairly and complete accurately present in all material respects, (ii) are in accordance with the books and records of the Company and (iii) fairly present respects the financial condition position, liabilities and obligations and the results of operations of the Company as of the dates and for the periods indicated indicated, and in accordance with GAAP, except that the unaudited balance sheets and related financial statements do not contain an auditors' opinion and do not contain footnotes and are subject to normaladjustments. Except as disclosed on the Balance Sheet or the Financial Statements or on Schedule 4.8(a), recurring year-end audit adjustments which as of the Balance Sheet Date and the date hereof (x) Borrower has had no or has no liabilities (whether matured or unmatured, fixed or contingent, liquidated or unliquidated or otherwise), or obligations, except as may have been incurred in the ordinary course of business following the Balance Sheet Date, and (y) Borrower had or has reserved or disclosed all liability reserves that are not materialrequired to be reserved or disclosed in accordance with GAAP. (b) This Agreement together with None of the schedules, attachments, exhibits, written statements and certificates supplied to the Purchaser information (financial or otherwise) furnished by or on behalf of Borrower to Lender hereunder or in connection with the Company with respect to Loan Documents or any of the transactions contemplated hereby does not contain or thereby contains any untrue statement of a material fact or omit omits to state a material fact necessary to make the statements contained herein or therein, in light of the circumstances in which they were made, therein not misleading. There is no fact which has not been disclosed to the Purchaser of which the Company has knowledge, and which has had or could reasonably be anticipated to have a Material Adverse Effect. (c) As of its filing date, each document filed with the SEC by the Company, as amended or supplemented prior to the date of this Agreement or any Additional Closing Date, if applicable, pursuant to the Securities Act and/or the Exchange Act, true and correct copies of which have been given to the Purchaser, (i) complied in all material respects with the applicable requirements of the Securities Act and/or Exchange Act and (ii) did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, misleading in the light of the circumstances under which they such statements were made. Except as set forth on Schedule 4.8(b), not misleading. Each final registration statement filed with the SEC by the Company pursuant to the Securities Actknowledge of Borrower, as of the date such statement became effective (i) complied in all material respects with the applicable requirements of the Securities Act and (ii) did not contain any untrue statement of a material fact there are no facts that could result, individually or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any prospectusaggregate, in light of a Material Adverse Effect and have not been set forth in this Agreement, the circumstances under which they were made)other Loan Documents, or in other documents delivered to Lender in connection herewith.

Financial Statements; Disclosure. (a) As Borrower has delivered to Lender true, complete and correct copies of the date consolidated balance sheet (“Balance Sheet”) of this AgreementBorrower as of December 31, 2006 (“Balance Sheet Date”) and the related statements of operations and cash flows for the fiscal year then ended (the “Financial Statements”). The Financial Statements (together with the notes thereto, as applicable), (i) are true, correct fairly and complete accurately present in all material respects, (ii) are in accordance with the books and records of the Company and (iii) fairly present respects the financial condition position, liabilities and obligations and the results of operations of the Company as of the dates and for the periods indicated indicated, and in accordance with GAAP. Except as disclosed on the Balance Sheet or the Financial Statements or on Schedule 4.8(a), as of the Balance Sheet Date and the date hereof (x) Borrower has had no or has no liabilities (whether matured or unmatured, fixed or contingent, liquidated or unliquidated or otherwise), or obligations, except as may have been incurred in the ordinary course of business following the Balance Sheet Date, and (y) Borrower had or has reserved or disclosed all liability reserves that the unaudited balance sheets and related financial statements do not contain an auditors' opinion and do not contain footnotes and are subject required to normal, recurring year-end audit adjustments which are not materialbe reserved or disclosed in accordance with GAAP. (b) This Agreement together with None of the schedules, attachments, exhibits, written statements and certificates supplied to the Purchaser information (financial or otherwise) furnished by or on behalf of Borrower to Lender hereunder or in connection with the Company with respect to Loan Documents or any of the transactions contemplated hereby does not contain or thereby contains any untrue statement of a material fact or omit omits to state a material fact necessary to make the statements contained herein or therein, in light of the circumstances in which they were made, therein not misleading. There is no fact which has not been disclosed to the Purchaser of which the Company has knowledge, and which has had or could reasonably be anticipated to have a Material Adverse Effect. (c) As of its filing date, each document filed with the SEC by the Company, as amended or supplemented prior to the date of this Agreement or any Additional Closing Date, if applicable, pursuant to the Securities Act and/or the Exchange Act, true and correct copies of which have been given to the Purchaser, (i) complied in all material respects with the applicable requirements of the Securities Act and/or Exchange Act and (ii) did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, misleading in the light of the circumstances under which they such statements were made. Except as set forth on Schedule 4.8(b), not misleading. Each final registration statement filed with the SEC by the Company pursuant to the Securities Actknowledge of Borrower, as of the date such statement became effective (i) complied in all material respects with the applicable requirements of the Securities Act and (ii) did not contain any untrue statement of a material fact there are no facts that could result, individually or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any prospectusaggregate, in light of a Material Adverse Effect and have not been set forth in this Agreement, the circumstances under which they were made)other Loan Documents, or in other documents delivered to Lender in connection herewith.

Financial Statements; Disclosure. (a) The Financial Statements (including in each case the related schedules and notes) delivered to UCB present fairly, in all Material respects, the consolidated financial position of the Company at the respective dates of the balance sheets included therein, and the consolidated results of their operations and their consolidated cash flows and shareholders’ or other owners’ equity for the respective periods set forth therein and have been prepared in accordance with GAAP except that any unaudited Financial Statements so delivered need not contain footnotes required by GAAP or otherwise comply with GAAP as noted therein. As of the date of any balance sheet included in those Financial Statements, the Company had no outstanding Indebtedness to any Person or any liabilities of any kind (including contingent obligations, tax assessments, or unusual forward or long-term commitments), or any unrealized or anticipated loss, that in the aggregate were Material to the Company other than those reflected in those Financial Statements or in the notes related thereto, and since June 30, 2000 (the “Balance Sheet Date”), no change has occurred in the business, operations, properties or assets, liabilities, condition (financial or other), results of operations, or prospects of the Company that could reasonably be expected, either alone or together with all other such changes, to have a Material Adverse Effect on the Company. (b) (i) As of the date of this Agreementhereof, the Financial Statements (together with the notes thereto, as applicable), (i) are true, correct and complete in all material respects, (ii) are in accordance with the books and records of the Company and (iii) fairly present the financial condition and results of operations of the Company as of the dates and for the periods indicated in accordance with GAAP, except Information that the unaudited balance sheets and related financial statements do not contain an auditors' opinion and do not contain footnotes and are subject has been made available to normal, recurring year-end audit adjustments which are not material. (b) This Agreement together with the schedules, attachments, exhibits, written statements and certificates supplied to the Purchaser UCB by or on behalf of the Company prior to the date of this Agreement in connection with respect to the transactions contemplated hereby is, taken together, true and correct in all Material respects and does not contain contain, to the knowledge of the Company or Xxxxxx, any untrue statement of a material Material fact or omit to state a material Material fact necessary to make the statements contained herein or therein, in light of the circumstances in which they were made, not misleading. There is no fact which has not been disclosed to the Purchaser of which the Company has knowledge, and which has had or could reasonably be anticipated to have a Material Adverse Effect. (c) As of its filing date, each document filed with the SEC by the Company, as amended or supplemented prior to the date of this Agreement or any Additional Closing Date, if applicable, pursuant to the Securities Act and/or the Exchange Act, true and correct copies of which have been given to the Purchaser, (i) complied in all material respects with the applicable requirements of the Securities Act and/or Exchange Act and (ii) did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each final registration statement filed with the SEC by the Company pursuant to the Securities Act, as of the date such statement became effective (i) complied in all material respects with the applicable requirements of the Securities Act and (ii) did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any prospectus, in light of the circumstances under which they those statements were made), except where the failure to do so would not have a Material Adverse Effect.

Financial Statements; Disclosure. (a) As The Company has delivered to the Purchaser copies of the date of this Agreement, the Financial Statements (together with the notes thereto, as applicable), (i) are trueaudited consolidated balance sheets of the Company and its Subsidiaries as of December 31, correct 1996, 1997 and complete 1998, and audited consolidated statements of operations, shareholders' equity and changes in all material respectsfinancial position or cash flows for each of the three (3) years then ended, together with a report and an unqualified opinion of KPMG LLP, the Company's independent public accountants, (ii) are in accordance with the books and records unaudited financial statements of the Company and its Subsidiaries consisting of a balance sheet as of December 31, 1999, and a statement of operations and cash flows for the twelve (12) month period then ended, and (iii) the "monthly board packages," including the unaudited financial information contained therein, for each of the calendar months preceding the calendar month ended February 29, 2000 (the financial statements and information referred to in clauses (i), (ii) and (iii) being collectively referred to as the "Financial Statements"). The Financial Statements have been prepared in accordance with GAAP (except that, with respect to the monthly board packages, the Dealer acquisition fees reflected in the financial statements included therein have not been accounted for in accordance with GAAP) and fairly present the consolidated and consolidating financial condition position and results of operations of the Company and its Subsidiaries as of the dates and for the periods indicated therein. Except as set forth in accordance with GAAPSchedule 3.10(a), except that the unaudited balance sheets and related financial statements do since December 31, 1999, there has not contain an auditors' opinion and do not contain footnotes and are subject to normal, recurring year-end audit adjustments which are not materialbeen any Material Adverse Change. (b) This Agreement together with the schedules, attachments, exhibits, written All financial statements and certificates supplied to other financial information not included in the Purchaser Financial Statements and previously furnished by or on behalf of the Company Company, its Subsidiaries or any of their representatives or agents to the Purchaser in connection with respect to this Agreement and the transactions contemplated hereby does not contain any untrue statement adequately reflect the financial position and results of a material fact or omit to state a material fact necessary to make operations of the statements contained herein or Company and its Subsidiaries, as applicable, as of the dates and for the period indicated therein, in light of the circumstances in which they were made, not misleading. There is no fact which has not been disclosed to the Purchaser of which the Company has knowledge, and which has had or could reasonably be anticipated to have a Material Adverse Effect. (c) As of its filing date, each document filed with the SEC by the Company, as amended or supplemented prior to the date of this Agreement or any Additional Closing Date, if applicable, pursuant to the Securities Act and/or the Exchange Act, true and correct copies of which have been given to the Purchaser, (i) complied in all material respects with the applicable requirements of the Securities Act and/or Exchange Act and (ii) did do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made thereinherein or therein contained not misleading. (c) Neither the Company nor any of its Subsidiaries, nor any of its or their officers, directors or other Affiliates (i) is contemplating the filing of a petition under the Bankruptcy Laws, or the liquidation of all or any major portion of its or their assets or properties, or (ii) is aware of any Person contemplating the filing of any petition against the Company or any of its Subsidiaries under the Bankruptcy Laws; provided, however, that the parties acknowledge that an involuntary petition for bankruptcy under Chapter 7 of the Bankruptcy Laws was filed against LINC on October 29, 1999, in the light United States Bankruptcy Court for the District of Connecticut (Case Xx. 00 00000 XXXX). Neither the Company nor any of its Subsidiaries is contemplating changing its business, as such business is being conducted on the date hereof. (d) Schedule 3.10(d) sets forth a true, correct and complete copy of a consolidated balance sheet of the circumstances under which they were madeCompany and its Subsidiaries as of January 31, not misleading. Each final registration statement filed with the SEC by the Company pursuant 2000, as adjusted to give pro forma effect to the Securities Act, as consummation of the transactions contemplated by this Agreement as if such transactions had occurred on such date such statement became effective (i) complied the "Pro Forma Closing Balance Sheet"), together with footnotes describing the pro forma adjustments and the assumptions underlying the Pro Forma Closing Balance Sheet. The Pro Forma Closing Balance Sheet presents fully and fairly in all material respects with the applicable requirements pro forma consolidated financial position of the Securities Act Company and its Subsidiaries as of January 31, 2000, and properly gives effect to the application of the pro forma adjustments described therein and contemplated herein. All assumptions underlying the Pro Forma Closing Balance Sheet were made in good faith and are reasonable under the circumstances. (iie) did not contain Neither the Company nor any untrue statement of a material its directors or officers is aware of any fact or omit circumstance that would cause KPMG LLP, the Company's independent public accountants, to state any material fact required render a qualified opinion with respect to be stated therein or necessary to make the consolidated financial statements therein not misleading (in the case of any prospectus, in light of the circumstances under which they were made)Company and its Subsidiaries for the fiscal year ended December 31, 1999.

Financial Statements; Disclosure. (a) As of the date of this Agreement, the The Interim Financial Statements (together with including in each case the notes theretorelated schedules and notes) delivered to RW present fairly, as applicable), (i) are true, correct and complete in all material Material respects, (ii) are the financial position of TSG at the Interim Balance Sheet Date and the related operating results for the period set forth therein and have been prepared in accordance with GAAP (except for normal year end adjustments, which, in the books and records of aggregate, are not material to the Company and (iii) fairly present the business, operations, property or assets, liabilities, financial condition and or results of operations of the Company as Business and the absence of footnotes). As of the dates Interim Balance Sheet Date, neither Seller nor any Seller Subsidiary then had any outstanding Indebtedness to any Person or any Liabilities of any kind (including contingent obligations, tax assessments or unusual forward or long-term commitments), or any unrealized or anticipated loss, which in the aggregate then were Material to the Business and required to be reflected in the Interim Financial Statements or in the notes related thereto in accordance with GAAP (except for normal year end adjustments which, in the periods indicated aggregate, are not material to the business, operations, property or assets, liabilities, financial condition or results of operations of the Business and the absence of footnotes) which were not so reflected. (b) Except as set forth on SCHEDULE 4.13, (a) all inventories, net of reserves determined in accordance with GAAP, except that are classified as such on the unaudited balance sheets Interim Balance Sheet are, and related financial statements do not contain an auditors' opinion all inventories included in the Purchased Assets will be, to the knowledge of Seller and do not contain footnotes UIC, merchantable and are subject to normal, recurring year-end audit adjustments which are not material. salable or usable in the ordinary course of the Business; (b) This Agreement together with the schedulesinventories reflected on the Interim Balance Sheet are, attachmentsand the inventories included in the Purchased Assets will be, exhibits, written statements and certificates supplied (i) reasonable in relation to the Purchaser by or on behalf then-existing circumstances of the Company Business and classifiable as current assets in accordance with respect to the transactions contemplated hereby does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained herein or therein, in light of the circumstances in which they were made, not misleading. There is no fact which has not been disclosed to the Purchaser of which the Company has knowledge, GAAP and which has had or could reasonably be anticipated to have a Material Adverse Effect(ii) consistent with their past practices. (c) As of its filing dateExcept as set forth on SCHEDULE 4.13, each document filed with all accounts receivable that are classified as such on the SEC by Interim Balance Sheet, and all accounts receivable included in the Company, as amended or supplemented prior to the date of this Agreement or any Additional Closing Date, if applicable, pursuant to the Securities Act and/or the Exchange Act, true and correct copies of which have been given to the Purchaser, Purchased Assets (i) complied in all material respects with the applicable requirements of the Securities Act and/or Exchange Act are, and will be, as applicable, bona fide accounts receivable and (ii) did not contain any untrue statement arose from the performance of a material fact services or omit the sale of goods to state any material fact necessary in order to make customers of the statements made thereinBusiness. (d) Except as set forth on SCHEDULE 4.13, all accounts payable that are classified as such on the Interim Balance Sheet, and all accounts payable included in the light of the circumstances under which they were made, not misleading. Each final registration statement filed with the SEC by the Company pursuant to the Securities Act, as of the date such statement became effective Assumed Liabilities (i) complied are, and will be, as applicable, only those Liabilities which would be (A) included in all material respects a balance sheet prepared in accordance with the applicable requirements of the Securities Act GAAP and (B) classifiable as accounts payable or accrued Liabilities, and (ii) did not contain any untrue statement of a material fact arose, or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading (will have arisen, as applicable, in the case ordinary course of any prospectus, in light of the circumstances under which they were made)business and relate or will relate only to Purchased Assets.

Financial Statements; Disclosure. (a) As of the date of this Agreement, the The Financial Statements (together with the notes thereto, as applicable), (i) are true, correct and complete in all material respects, (ii) are in accordance with the books and records of the Company and (iii) fairly present the financial condition and results of operations of the Company as of the dates and for the periods indicated indicated, in accordance with GAAP, GAAP except that the unaudited balance sheets and related financial statements do not contain an auditors' opinion and do not contain footnotes and are subject to normal, recurring normal year-end audit adjustments which are not materialadjustments. (b) This Agreement together with the schedules, attachments, exhibits, written statements and certificates supplied to the Purchaser by or on behalf of the Company with respect to the transactions contemplated hereby does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained herein or therein, in light of the circumstances in which they were made, not misleading. There is no fact which has not been disclosed to the Purchaser and of which the Company has knowledge, and which has had or could would reasonably be anticipated to have a Material Adverse EffectEffect (it being understood that no representation or warranty is made with respect to conditions affecting the Company s industry in general). (c) As of its filing date, each document filed with the SEC by the Company, as amended or supplemented prior to the date of this Agreement or any Additional Closing Date, if applicable, pursuant to the Securities Act and/or the Exchange Act, true and correct copies of which have been given to the Purchaser, Act (i) complied in all material respects with the applicable requirements of the Securities Act and/or Exchange Act and (ii) did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each final registration statement filed with the SEC by the Company pursuant to the Securities Act, as of the date such statement became effective (i) complied in all material respects with the applicable requirements of the Securities Act and (ii) did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any prospectus, in light of the circumstances under which they were made).stated

Financial Statements; Disclosure. (a) As SCHEDULE 3.11 set forth a true and correct list of the date of this AgreementCompany SEC Documents and monthly board packages previously furnished by the Company to the Purchaser, including the financial statements (and related notes thereto) and other financial information disclosed therein (collectively, the "Financial Statements"). The Financial Statements (together with the notes thereto, as applicable), (i) are true, correct and complete in all material respects, (ii) are have been prepared in accordance with GAAP applied on a consistent basis (except that, with respect to the books monthly board packages, the Dealer acquisition fees reflected in the financial statements included therein have not been accounted for in accordance with GAAP) and records of the Company and (iii) fairly present the consolidated and consolidating financial condition position and results of operations of the Company and its Subsidiaries as of the dates and for the periods indicated therein. Except as set forth in accordance with GAAPSCHEDULE 3.11, except that the unaudited balance sheets and related financial statements do since September 30, 1998, there has not contain an auditors' opinion and do not contain footnotes and are subject to normal, recurring year-end audit adjustments which are not materialbeen any Material Adverse Change. (b) This Agreement together with the schedules, attachments, exhibits, written All financial statements and certificates supplied to other financial information not included in the Purchaser Financial Statements and previously furnished by or on behalf of the Company Company, its Subsidiaries or any of their representatives or agents to the Purchaser in connection with respect to this Agreement and the transactions contemplated hereby does not contain any untrue statement adequately reflect the financial position and results of a material fact or omit to state a material fact necessary to make operations of the statements contained herein or Company and its Subsidiaries, as applicable, as of the dates and for the period indicated therein, in light of the circumstances in which they were made, not misleading. There is no fact which has not been disclosed to the Purchaser of which the Company has knowledge, and which has had or could reasonably be anticipated to have a Material Adverse Effect. (c) As of its filing date, each document filed with the SEC by the Company, as amended or supplemented prior to the date of this Agreement or any Additional Closing Date, if applicable, pursuant to the Securities Act and/or the Exchange Act, true and correct copies of which have been given to the Purchaser, (i) complied in all material respects with the applicable requirements of the Securities Act and/or Exchange Act and (ii) did do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made thereinherein or therein contained not misleading. (c) Neither the Company nor any of its Subsidiaries is contemplating the filing of a petition under the Bankruptcy Law or the liquidation of all or any major portion of its assets or properties, in except as contemplated by the light CPS Operating Plan, and neither the Company nor any of its Subsidiaries is aware of any Person contemplating the filing of any petition against it under the Bankruptcy Law. (d) The Company has furnished to the Purchaser a PRO FORMA balance sheet of the circumstances under which they were made, not misleading. Each final registration statement filed with the SEC by the Company pursuant to the Securities Act, and its Subsidiaries projected as of the date such statement became effective Closing Date (ithe "Closing Balance Sheet") complied and adjusted to give effect to the transactions contemplated by this Agreement. Such Closing Balance Sheet presents fully and fairly in all material respects with the applicable requirements PRO FORMA consolidated financial position of the Securities Act Company and (ii) did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any prospectus, in light its Subsidiaries as of the circumstances under which they were made)Closing Date, and properly gives effect in all material respects to the application of the PRO FORMA adjustments described therein and contemplated herein.

Financial Statements; Disclosure. (ai) The Financial Statements (including in each case the related schedules and notes) delivered to IDG present fairly, in all Material respects, the consolidated financial position of the Company and the Company Subsidiaries, if any, at the respective dates of the balance sheets included therein and the consolidated results of their operations and their consolidated cash flows and stockholders' or other owners' equity for the respective periods set forth therein and have been prepared in accordance with GAAP. As of the date of any balance sheet included in those Financial Statements, neither the Company nor any Company Subsidiary had any outstanding Indebtedness to any Person or any liabilities of any kind (including contingent obligations, tax assessments, or unusual forward or long-term commitments), or any unrealized or anticipated loss, that in the aggregate were Material to the Company other than those reflected in those Financial Statements or in the notes related thereto, and (ii) since the Balance Sheet Date, no change has occurred in the business, operations, properties or assets, liabilities, condition (financial or other), results of operations, or prospects of the Company or any Company Subsidiary that could reasonably be expected, either alone or together with all other such changes, to have a Material Adverse Effect on the Company. (b) (i) As of the date of this Agreementhereof, the Financial Statements (together with the notes thereto, as applicable), (i) are true, correct and complete in all material respects, (ii) are in accordance with the books and records of the Company and (iii) fairly present the financial condition and results of operations of the Company as of the dates and for the periods indicated in accordance with GAAP, except Information that the unaudited balance sheets and related financial statements do not contain an auditors' opinion and do not contain footnotes and are subject has been made available to normal, recurring year-end audit adjustments which are not material. (b) This Agreement together with the schedules, attachments, exhibits, written statements and certificates supplied to the Purchaser IDG by or on behalf of the Company or any Company Subsidiary prior to the date of this Acquisition Agreement in connection with respect to the transactions contemplated hereby is, taken together, true and correct in all Material respects and does not contain contain, to the knowledge of the Company or the Management Stockholders, any untrue statement of a material Material fact or omit to state a material fact necessary to make the statements contained herein or therein, in light of the circumstances in which they were made, not misleading. There is no fact which has not been disclosed to the Purchaser of which the Company has knowledge, and which has had or could reasonably be anticipated to have a Material Adverse Effect. (c) As of its filing date, each document filed with the SEC by the Company, as amended or supplemented prior to the date of this Agreement or any Additional Closing Date, if applicable, pursuant to the Securities Act and/or the Exchange Act, true and correct copies of which have been given to the Purchaser, (i) complied in all material respects with the applicable requirements of the Securities Act and/or Exchange Act and (ii) did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each final registration statement filed with the SEC by the Company pursuant to the Securities Act, as of the date such statement became effective (i) complied in all material respects with the applicable requirements of the Securities Act and (ii) did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any prospectus, in light of the circumstances under which they were made).fact

Financial Statements; Disclosure. (a) As of the date of this Agreement, the The Financial Statements (together with the notes thereto, as applicable), subject to modifications required by the current SEC review of the Company's Registration Statement on Form S-3, (i) are true, correct and complete in all material respects, (ii) are in accordance with the books and records of the Company and (iii) fairly present the financial condition and results of operations of the Company as of the dates and for the periods indicated in accordance with GAAP, except that the unaudited balance sheets and related financial statements do not contain an auditors' opinion and do not contain footnotes and are subject to normal, recurring year-end audit adjustments which are not material. (b) This Agreement together with the schedules, attachments, exhibits, written statements and certificates supplied to the Purchaser by or on behalf of the Company with respect to the transactions contemplated hereby does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained herein or therein, in light of the circumstances in which they were made, not misleading. There is no fact which has not been disclosed to the Purchaser of which the Company has knowledge, and which has had or could reasonably be anticipated to have a Material Adverse Effect. (c) As of its filing date, each document filed with the SEC by the Company, as amended or supplemented prior to the date of this Agreement Initial Closing Date or any Additional Closing Date, if applicable, pursuant to the Securities Act and/or the Exchange Act, true and correct copies of which have been given to the Purchaser, subject to modifications required by the current SEC review of the Company's Registration Statement on Form S-3, (i) complied in all material respects with the applicable requirements of the Securities Act and/or Exchange Act and (ii) did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each final registration statement filed with the SEC by the Company pursuant to the Securities Act, as of the date such statement became effective (i) complied in all material respects with the applicable requirements of the Securities Act and (ii) did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any prospectus, in light of the circumstances under which they were made).

Financial Statements; Disclosure. (a) The Financial Statements (including in each case the related schedules and notes) delivered to IDG present fairly, in all Material respects, the consolidated financial position of the Company and the Company Subsidiaries, if any, at the respective dates of the balance sheets included therein, and the consolidated results of their operations and their consolidated cash flows and stockholders' or other owners' equity for the respective periods set forth therein and have been prepared in accordance with GAAP (as consistently applied by the Company) except that any unaudited Financial Statements so delivered need not contain footnotes required by GAAP or otherwise comply with GAAP as noted therein and except as further set forth on Schedule 4.13. As of the date of any balance sheet included in those Financial Statements, neither the Company nor any Company Subsidiary had any outstanding Indebtedness to any Person or any liabilities of any kind (including contingent obligations, tax assessments, or unusual forward or long-term commitments), or any unrealized or anticipated loss, that in the aggregate were Material to the Company other than those reflected in those Financial Statements or in the notes related thereto and other than as disclosed in Schedule 4.16(a), and since the Balance Sheet Date, no change has occurred in the business, operations, properties or assets, liabilities, condition (financial or other), results of operations, or prospects of the Company or any Company Subsidiary that could reasonably be expected, either alone or together with all other such changes, to have a Material Adverse Effect on the Company. (b) (i) As of the date of this Agreementhereof, the Financial Statements (together with the notes thereto, as applicable), (i) are true, correct and complete in all material respects, (ii) are in accordance with the books and records of the Company and (iii) fairly present the financial condition and results of operations of the Company as of the dates and for the periods indicated in accordance with GAAP, except Information that the unaudited balance sheets and related financial statements do not contain an auditors' opinion and do not contain footnotes and are subject has been made available to normal, recurring year-end audit adjustments which are not material. (b) This Agreement together with the schedules, attachments, exhibits, written statements and certificates supplied to the Purchaser IDG by or on behalf of the Company or any Company Subsidiary prior to the date of this Merger Agreement in connection with respect to the transactions contemplated hereby is, taken together, true and correct in all Material respects and does not contain contain, to the knowledge of the Company or the Management Stockholders, any untrue statement of a material Material fact or omit to state a material fact necessary to make the statements contained herein or therein, in light of the circumstances in which they were made, not misleading. There is no fact which has not been disclosed to the Purchaser of which the Company has knowledge, and which has had or could reasonably be anticipated to have a Material Adverse Effect. (c) As of its filing date, each document filed with the SEC by the Company, as amended or supplemented prior to the date of this Agreement or any Additional Closing Date, if applicable, pursuant to the Securities Act and/or the Exchange Act, true and correct copies of which have been given to the Purchaser, (i) complied in all material respects with the applicable requirements of the Securities Act and/or Exchange Act and (ii) did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each final registration statement filed with the SEC by the Company pursuant to the Securities Act, as of the date such statement became effective (i) complied in all material respects with the applicable requirements of the Securities Act and (ii) did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements contained therein not misleading (in the case of any prospectus, in light of the circumstances under which they those statements were made), except where the failure to do so would not have a Material Adverse Effect.

Financial Statements; Disclosure. (a) As of the date of this Agreement, the The Financial Statements (together with the notes thereto, as applicable), subject to modifications required by the current SEC review of the Company's Registration Covol Securities Purchase Agreement - 10 - December 7, 1999 Statement on Form S-3, (i) are true, correct and complete in all material respects, (ii) are in accordance with the books and records of the Company and (iii) fairly present the financial condition and results of operations of the Company as of the dates and for the periods indicated in accordance with GAAP, except that the unaudited balance sheets and related financial statements do not contain an auditors' opinion and do not contain footnotes and are subject to normal, recurring year-end audit adjustments which are not material. (b) This Agreement together with the schedules, attachments, exhibits, written statements and certificates supplied to the Purchaser by or on behalf of the Company with respect to the transactions contemplated hereby does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained herein or therein, in light of the circumstances in which they were made, not misleading. There is no fact which has not been disclosed to the Purchaser of which the Company has knowledge, and which has had or could reasonably be anticipated to have a Material Adverse Effect. (c) As of its filing date, each document filed with the SEC by the Company, as amended or supplemented prior to the date of this Agreement Initial Closing Date or any Additional Closing Date, if applicable, pursuant to the Securities Act and/or the Exchange Act, true and correct copies of which have been given to the Purchaser, subject to modifications required by the current SEC review of the Company's Registration Statement on Form S-3, (i) complied in all material respects with the applicable requirements of the Securities Act and/or Exchange Act and (ii) did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each final registration statement filed with the SEC by the Company pursuant to the Securities Act, as of the date such statement became effective (i) complied in all material respects with the applicable requirements of the Securities Act and (ii) did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any prospectus, in light of the circumstances under which they were made).

Financial Statements; Disclosure. (a) As The Company has furnished each Purchaser with (i) an audited balance sheet and related statement of operations, shareholders' equity and cash flows for the date fiscal year ended December 31, 1999 and (ii) the Current Balance Sheet and related statement of this Agreementoperations, shareholders' equity and cash flows for the six months ended June 30, 2000, all of which are attached as EXHIBIT F hereto (collectively, the "FINANCIAL STATEMENTS"). The Financial Statements (together with the notes thereto, as applicable), (iA) are true, correct and complete in all material respects, (iiB) are in accordance with the books and records of the Company and (iiiC) fairly present the financial condition and results of operations of the Company as of the dates and for the periods indicated indicated, in accordance with GAAP, except that the unaudited balance sheets sheet and related financial statements do not contain an auditors' opinion and do not contain footnotes and are subject to normal, recurring normal year-end audit adjustments which are not materialadjustments. (b) The Company's financial projections dated July 20, 2000 furnished to each Purchaser were prepared in good faith based on reasonable assumptions that the Company's management believed and continue to believe, other than as disclosed to the Purchasers, to be reasonable. Such financial projections reflect the Company's current views with respect to future events and are subject to risks and uncertainties which may cause the Company's actual results, performances or achievements to vary materially from those expected, estimated or projected. (c) This Agreement together with the schedules, attachments, exhibits, written statements and certificates supplied to the each Purchaser by or on behalf of the Company with respect to the transactions contemplated hereby does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained herein or therein, in light of the circumstances in which they were made, not misleading. There is no fact which has not been disclosed to the each Purchaser of which the Company has knowledge, and which has had or could would reasonably be anticipated to have a Material Adverse Effect. (c) As of its filing date, each document filed with the SEC by the Company, as amended or supplemented prior to the date of this Agreement or any Additional Closing Date, if applicable, pursuant to the Securities Act and/or the Exchange Act, true and correct copies of which have been given to the Purchaser, (i) complied in all material respects with the applicable requirements of the Securities Act and/or Exchange Act and (ii) did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each final registration statement filed with the SEC by the Company pursuant to the Securities Act, as of the date such statement became effective (i) complied in all material respects with the applicable requirements of the Securities Act and (ii) did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any prospectus, in light of the circumstances under which they were made).

Financial Statements; Disclosure. (a) As of the date of this Agreement, the The Financial Statements (together with the notes thereto, as applicable), (i) are true, correct and complete in all material respects, (ii) are in accordance with the books and records of the Company and (iii) fairly present the financial condition and results of operations of the Company as of the dates and for the periods indicated indicated, in accordance with GAAP, GAAP except that the unaudited balance sheets and related financial statements do not contain an auditors' opinion and do not contain footnotes and are subject to normal, recurring normal year-end audit adjustments which are not materialadjustments. (b) This Agreement together with the schedules, attachments, exhibits, written statements and certificates supplied to the Purchaser Purchasers by or on behalf of the Company with respect to the transactions contemplated hereby does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained herein or therein, in light of the circumstances in which they were made, not misleading. There is no fact which has not been disclosed to the Purchaser Purchasers in writing of which the Company has knowledge, and which has had or could would reasonably be anticipated to have a Material Adverse Effect. (c) As of its filing date, each document filed with the SEC by the Company, as amended or supplemented prior to the date of this Agreement or any Additional Closing Date, if applicable, pursuant to the Securities Act and/or the Exchange Act, true and correct copies of which have been given to the Purchaser, Act (i) complied in all material respects with the applicable requirements of the Securities Act and/or Exchange Act and (ii) did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each final registration statement filed with the SEC by the Company pursuant to the Securities Act, as of the date such statement became effective (i) complied in all material respects with the applicable requirements of the Securities Act and (ii) did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any prospectus, in light of the circumstances under which they were made).

Financial Statements; Disclosure. (a) As Borrower has delivered to Lender true, complete and correct copies of the date consolidated balance sheet (“Balance Sheet”) of this AgreementBorrower as of December 31, 2008 (“Balance Sheet Date”) and the related statements of operations and cash flows for the fiscal year then ended (the “Financial Statements”). Except as set forth on Schedule 4.8(a), the unaudited Financial Statements (together with the notes thereto, as applicable), (i) are true, correct fairly and complete accurately present in all material respects, (ii) are in accordance with the books and records of the Company and (iii) fairly present respects the financial condition position, liabilities and obligations and the results of operations of the Company as of the dates and for the periods indicated indicated, and in accordance with GAAP, except that the unaudited balance sheets and related financial statements do not contain an auditors' opinion and do not contain footnotes and are subject to normaladjustments. Except as disclosed on the Balance Sheet or the Financial Statements or on Schedule 4.8(a), recurring year-end audit adjustments which as of the Balance Sheet Date and the date hereof (x) Borrower has had no or has no liabilities (whether matured or unmatured, fixed or contingent, liquidated or unliquidated or otherwise), or obligations, except as may have been incurred in the ordinary course of business following the Balance Sheet Date, and (y) Borrower had or has reserved or disclosed all liability reserves that are not materialrequired to be reserved or disclosed in accordance with GAAP. (b) This Agreement together with None of the schedules, attachments, exhibits, written statements and certificates supplied to the Purchaser information (financial or otherwise) furnished by or on behalf of Borrower to Lender hereunder or in connection with the Company with respect to Loan Documents or any of the transactions contemplated hereby does not contain or thereby contains any untrue statement of a material fact or omit omits to state a material fact necessary to make the statements contained herein or therein, in light of the circumstances in which they were made, therein not misleading. There is no fact which has not been disclosed to the Purchaser of which the Company has knowledge, and which has had or could reasonably be anticipated to have a Material Adverse Effect. (c) As of its filing date, each document filed with the SEC by the Company, as amended or supplemented prior to the date of this Agreement or any Additional Closing Date, if applicable, pursuant to the Securities Act and/or the Exchange Act, true and correct copies of which have been given to the Purchaser, (i) complied in all material respects with the applicable requirements of the Securities Act and/or Exchange Act and (ii) did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, misleading in the light of the circumstances under which they such statements were made. Except as set forth on Schedule 4.8(b), not misleading. Each final registration statement filed with the SEC by the Company pursuant to the Securities Actknowledge of Borrower, as of the date such statement became effective (i) complied in all material respects with the applicable requirements of the Securities Act and (ii) did not contain any untrue statement of a material fact there are no facts that could result, individually or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any prospectusaggregate, in light of a Material Adverse Effect and have not been set forth in this Agreement, the circumstances under which they were made)other Loan Documents, or in other documents delivered to Lender in connection herewith.

Financial Statements; Disclosure. (a) The financial statements (including in each case the related notes) included by Timeline in its most recently filed report on 10-KSB (the “Financial Statements”) present fairly, in all material respects, the financial position of Timeline, the UK Subsidiary and WorkWise, on a consolidated basis, at the respective dates of the balance sheets included therein and the results of operations and accumulated earnings or deficit and cash flows of Timeline, the UK Subsidiary and WorkWise, on a consolidated basis, for the respective periods set forth therein and have been prepared in accordance with GAAP. As of the date of each balance sheet those financial statements include, Timeline, the UK Subsidiary and WorkWise did not then have any outstanding indebtedness to any Person or any liabilities or obligations of any kind (including contingent obligations, tax assessments or unusual forward or long term commitments), or any unrealized or anticipated loss, which in the aggregate then were material to Timeline and its subsidiaries (or material to the UK Subsidiary) or otherwise required to be reflected on that balance sheet or in the notes related thereto in order to present fairly the financial positions of Timeline, the UK Subsidiary and WorkWise on a consolidated basis which were not so reflected. Since March 31, 2005 (the “Current Balance Sheet Date”) and except as set forth in the Disclosure Schedules to this Agreement, no change has occurred in the Financial Statements business, operations, properties or other assets, liabilities, prospects, condition (together with the notes thereto, as applicable), (ifinancial or other) are true, correct and complete in all material respects, (ii) are in accordance with the books and records of the Company and (iii) fairly present the financial condition and or results of operations of Timeline, WorkWise or the Company as UK Subsidiary that could reasonably be expected, either alone or together with all other such changes, to have a material adverse change in the business, properties, operations, condition (financial or otherwise), prospects, assets or liabilities of the dates and for UK Subsidiary, the periods indicated in accordance with GAAP, except that Acquired Analyst Business or the unaudited balance sheets and related financial statements do not contain an auditors' opinion and do not contain footnotes and are subject to normal, recurring year-end audit adjustments which are not materialInfinium Maintenance Contracts (a “First Acquisition Material Adverse Change”). (b) This Agreement together with The balance sheet for the schedules, attachments, exhibits, written statements and certificates supplied to UK Subsidiary attached hereto as Schedule 2.6(b) (the Purchaser by or on behalf of the Company with respect to the transactions contemplated hereby does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained herein or therein, in light of the circumstances in which they were made, not misleading. There is no fact which has not been disclosed to the Purchaser of which the Company has knowledge, and which has had or could reasonably be anticipated to have a Material Adverse Effect. (c“Stand-Alone Balance Sheet”) As of its filing date, each document filed with the SEC by the Company, as amended or supplemented prior to the date of this Agreement or any Additional Closing Date, if applicable, pursuant to the Securities Act and/or the Exchange Act, true and correct copies of which have been given to the Purchaser, (i) complied presents fairly in all material respects with the applicable requirements financial position of the Securities Act and/or Exchange Act and UK Subsidiary as of July 15, 2005. The UK Subsidiary does not have any outstanding indebtedness to any Person or any liabilities or obligations of any kind (ii) did not contain including contingent obligations, tax assessments or unusual forward or long term commitments), or any untrue statement of a unrealized or anticipated loss, which in the aggregate is material fact to the UK Subsidiary or omit would otherwise be required to state any material fact necessary be reflected on the Stand-Alone Balance Sheet in order to make present fairly the statements made therein, in the light financial position of the circumstances under which they were made, not misleading. Each final registration statement filed with the SEC by the Company pursuant to the Securities Act, as of the date such statement became effective (i) complied in all material respects with the applicable requirements of the Securities Act and (ii) did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any prospectus, in light of the circumstances under which they were made)UK Subsidiary.