Common use of Financial Statements Financial Projections Clause in Contracts

Financial Statements Financial Projections. (a) Set forth in Schedule 4.9 of the Disclosure Statement are true and complete copies of (i) the audited balance sheets of the Company for the fiscal year ended December 31, 1997 and the related audited statements of results of operations and cash flows of the Company, together with all related notes thereto, accompanied by the reports thereon or management letters from the Company's accountants (collectively, the "Financial Statements") and (ii) the unaudited balance sheets of the Company for the fiscal quarter ended March 31, 1998; and the related unaudited statements of results of operations and cash flows, which statements include all material known adjustments as of the date of such statements, subject to ordinary year-end adjustments which in the aggregate would not be material (the aforementioned item (ii) being referred to herein as the "Interim Financial Statements"). The Financial Statements and the Interim Financial Statements (i) were prepared in accordance with the books of account and other financial records of the Company, (ii) present fairly the financial condition, results of operations and cash flows of the Company as of the dates thereof or for the periods covered thereby, (iii) such statements have been prepared in accordance with GAAP applied on a basis consistent with the past practices of the Company and throughout the periods involved, and (iv) include all adjustments that, in the opinion of the management of the Company, are necessary for a fair presentation of the financial condition of the Company, the results of the operations and cash flows, as applicable, of the Company, subject, with respect to the Interim Financial Statements, to normal accruals and year-end adjustments which, in the aggregate, are not expected to be material.

Financial Statements Financial Projections. (a) Set forth in Schedule 4.9 of the Disclosure Statement are true and complete copies of (i) the Company has delivered to Acquirer its consolidated audited balance sheets of the Company financial statements for the fiscal years ended December 31, 2004 and December 31, 2005 and consolidated unaudited financial statements for the year ended December 31, 1997 2006 andthe three month period ended March 31, 2007, including, in each case, balance sheets, statements of operations and statements of cash flows) (collectively, the “Financial Statements”), all of which Financial Statements are included as Schedule 3.7(a) of the Company Disclosure Letter. Except as set forth on Schedule 3.7 of the Company Disclosure Letter, the Financial Statements (i) are derived from and are in accordance with the books and records of Company, (ii) complied as to form in all material respects with applicable accounting requirements with respect thereto as of their respective dates, (iii) have been prepared in accordance with GAAP (provided, however, that the unaudited financial statements may not contain footnotes in accordance with GAAP) applied on a consistent basis throughout the periods indicated and consistent with each other, (iv) fairly present the consolidated financial condition of Company at the dates therein indicated and the related audited statements of consolidated results of operations and cash flows of the Company, together with all related notes thereto, accompanied by the reports thereon or management letters from the Company's accountants (collectively, the "Financial Statements") and (ii) the unaudited balance sheets of the Company for the fiscal quarter ended periods therein specified, and (v) are true, complete and correct in all material respects. Neither Company nor any of its Subsidiaries has any Liabilities other than (i) those set forth or adequately provided for in the Balance Sheets included in the Financial Statements and dated as of March 31, 1998; and the related unaudited statements of results of operations and cash flows, which statements include all material known adjustments as of the date of such statements, subject to ordinary year-end adjustments which in the aggregate would not be material 2007 (the aforementioned item (ii) being referred to herein as the "Interim Financial Statements"“Balance Sheet”). The Financial Statements and the Interim Financial Statements (i) were prepared in accordance with the books of account and other financial records of the Company, (ii) present fairly those incurred in the financial conditionconduct of Company’s business since March 31, results of operations and cash flows 2007 (the “Balance Sheet Date”) in the ordinary course, consistent with past practice, that are of the Company as of the dates thereof type that ordinarily recur and, individually or for the periods covered thereby, (iii) such statements have been prepared in accordance with GAAP applied on a basis consistent with the past practices of the Company and throughout the periods involved, and (iv) include all adjustments that, in the opinion of the management of the Company, are necessary for a fair presentation of the financial condition of the Company, the results of the operations and cash flows, as applicable, of the Company, subject, with respect to the Interim Financial Statements, to normal accruals and year-end adjustments which, in the aggregate, are not expected material in nature or amount and do not result from any breach of Contract, tort or violation of law, (iii) those incurred by Company in connection with the execution of this Agreement or (iv) those that are not required to be reflected on a balance sheet prepared in accordance with GAAP (which is applicable to the immediately preceding clauses (i), (ii) and (iii) as well). Except as disclosed on Schedule 3.7(a) of the Company Disclosure Letter and except for Liabilities (i) set forth or adequately provided for in the Balance Sheet under GAAP, (ii) incurred in the conduct of Company’s business since the Balance Sheet Date in the ordinary course, consistent with past practice, that are of the type that ordinarily recur and, individually or in the aggregate, are not material in nature or amount and do not result from any breach of Contract, tort or violation of law, and those (iii) incurred by Company in connection with the execution of this Agreement, (A) the Company has no Liabilities required to be included in its financial statements under GAAP and (B) Company has no off balance sheet Liability of any nature to, or any financial interest in, any third party or entities, the purpose or effect of which is to defer, postpone, reduce or otherwise avoid or adjust the recording of expenses incurred by Company. All reserves that are set forth in or reflected in the Balance Sheet have been established in accordance with GAAP consistently applied and are adequate. Company has established and maintains a system of internal accounting controls designed to provide reasonable assurances that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP. None of Company, the Company’s independent auditors or, to Company’s knowledge, any current or former employee, consultant or director of Company or any of its Subsidiaries has identified or been made aware of any fraud, whether or not material, that involves Company’s or any of its Subsidiaries’ management or other current or former employees, consultants or directors of Company or any of its Subsidiaries, in each case while providing services to Company or any of its Subsidiaries, who have a role in the preparation of financial statements or the internal accounting controls utilized by Company, or any claim or allegation regarding any of the foregoing. None of Company, its Subsidiaries or, to Company’s knowledge, any director, officer, employee, auditor, accountant or representative of Company or any of its Subsidiaries, has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, in each case, regarding deficient accounting or auditing practices, procedures, methodologies or methods of Company or any of its Subsidiaries or its internal accounting controls or any material inaccuracy in Company’s or any of its Subsidiaries’ financial statements. No attorney representing Company, whether or not employed by Company, has reported to the Company’s Board of Directors or any committee thereof or to any director or officer of Company evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by Company, its Subsidiaries or any of their respective officers, directors, employees or agents. There are no significant deficiencies or material weaknesses in the design or operation of Company’s internal controls that could adversely affect Company’s ability to record, process, summarize and report financial data. At the Balance Sheet Date, there were no material loss contingencies (as such term is used in Statement of Financial Accounting Standards No. 5 (“Statement No. 5”) issued by the Financial Accounting Standards Board in March 1975) that are not adequately provided for in the Balance Sheet as required by said Statement No. 5. There has been no change in Company accounting policies since Company’s inception, except as described in the Financial Statements.

Financial Statements Financial Projections. (a) Set forth in Schedule 4.9 of the Disclosure Statement are true Company has delivered to Acquirer its consolidated unaudited (and complete copies of (iif audited, audited) the audited balance sheets of the Company financial statements for each fiscal year and interim fiscal period subsequent to Company’s inception date and unaudited consolidated financial statements for the fiscal year ended December 31, 1997 2005 and for the related audited one-month period ended January 31, 2006, including, in each case, balance sheets, statements of results of operations and statements of cash flows of the Company, together with all related notes thereto, accompanied by the reports thereon or management letters from the Company's accountants flows) (collectively, the "“Financial Statements"”), which are included as Schedule 3.7(a) and (ii) the unaudited balance sheets of the Company for the fiscal quarter ended March 31, 1998; and the related unaudited statements of results of operations and cash flows, which statements include all material known adjustments as of the date of such statements, subject to ordinary year-end adjustments which in the aggregate would not be material (the aforementioned item (ii) being referred to herein as the "Interim Financial Statements")Disclosure Letter. The Financial Statements and the Interim Financial Statements (i) were prepared are derived from and are in accordance with the books of account and other financial records of the Company, (ii) present fairly the financial condition, results of operations and cash flows of the Company complied as to form in all material respects with applicable accounting requirements with respect thereto as of the dates thereof or for the periods covered therebytheir respective dates, (iii) such statements have been prepared in accordance with GAAP applied on a consistent basis consistent with the past practices of the Company and throughout the periods involvedindicated and consistent with each other, (iv) fairly present the consolidated financial condition of Company at the dates therein indicated and the consolidated results of operations and cash flows of Company for the periods therein specified, and (ivv) include are true, complete and correct in all adjustments that, material respects. Company has no Liabilities other than (i) those set forth or adequately provided for in the opinion Balance Sheets included in the Financial Statements and dated as of January 31, 2006 (the “Balance Sheet”), (ii) those incurred in the conduct of Company’s business since January 31, 2006 (the “Balance Sheet Date”) in the ordinary course, consistent with past practice, that are of the management of the Companytype that ordinarily recur and, are necessary for a fair presentation of the financial condition of the Company, the results of the operations and cash flows, as applicable, of the Company, subject, with respect to the Interim Financial Statements, to normal accruals and year-end adjustments which, individually or in the aggregate, are not expected material in nature or amount and do not result from any breach of Contract, tort or violation of law, and (iii) those incurred by Company in connection with the execution of this Agreement. Except as disclosed on Schedule 3.7(a) of the Company Disclosure Letter and except for Liabilities (i) set forth or adequately provided for in the Balance Sheet included in the Financial Statements as of January 31, 2006 (the “Balance Sheet”), (ii) incurred in the conduct of Company’s business since January 31, 2006 (the “Balance Sheet Date”) in the ordinary course, consistent with past practice, that are of the type that ordinarily recur and, individually or in the aggregate, are not material in nature or amount and do not result from any breach of Contract, tort or violation of law, and those (iii) incurred by Company in connection with the execution of this Agreement, (A) the Company has no Liabilities and (B) Company has no off balance sheet Liability of any nature to, or any financial interest in, any third party or entities, the purpose or effect of which is to be defer, postpone, reduce or otherwise avoid or adjust the recording of expenses incurred by Company. All reserves that are set forth in or reflected in the Balance Sheet have been established in accordance with GAAP consistently applied and are adequate. Company has established and maintains a system of internal accounting controls designed to provide reasonable assurances that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP. None of Company, the Company’s independent auditors or, to Company’s knowledge, any current or former employee, consultant or director of Company has identified or been made aware of any fraud, whether or not material, that involves Company’s management or other current or former employees, consultants or directors of Company, in each case while providing services to Company, who have a role in the preparation of financial statements or the internal accounting controls utilized by Company, or any claim or allegati on regarding any of the foregoing. Neither Company, or to Company’s knowledge, any director, officer, employee, auditor, accountant or representative of Company, has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, in each case, regarding deficient accounting or auditing practices, procedures, methodologies or methods of Company or its internal accounting controls or any material inaccuracy in Company’s financial statements. No attorney representing Company, whether or not employed by Company, has reported to the Company’s Board of Directors or any committee thereof or to any director or officer of Company evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by Company, or any of its officers, directors, employees or agents. Based on the current operations of the Company, there are no significant deficiencies or material weaknesses in the design or operation of Company’s internal controls that could adversely affect Company’s ability to record, process, summarize and report financial data. At the Balance Sheet Date, there were no material loss contingencies (as such term is used in Statement of Financial Accounting Standards No. 5 (“Statement No. 5”) issued by the Financial Accounting Standards Board in March 1975) that are not adequately provided for in the Balance Sheet as required by said Statement No. 5. There has been no change in Company accounting policies since Company’s inception, except as described in the Financial Statements.