Common use of Financial Statements; Liabilities; Accounts Receivable Clause in Contracts

Financial Statements; Liabilities; Accounts Receivable. (a) The Company has delivered to Buyer true and complete copies of the unaudited Financial Statements with respect to the Company and the Subsidiaries as of and for the years ended December 31, 1997, 1998 and 1999, copies of which unaudited Financial Statements are attached hereto as Schedule 3.09(a). All of such Financial Statements present fairly the financial condition and results of operations of the Company and the Subsidiaries for the dates or periods indicated thereon. All of such Financial Statements have been prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis throughout the periods indicated. (b) Except for (i) the liabilities reflected on the Company's December 31, 1999 balance sheet included with the Financial Statements, (ii) trade payables and accrued expenses incurred since December 31, 1999 (the "Balance Sheet Date") in the ordinary course of business, (iii) executory contract obligations, and (iv) the liabilities set forth in Schedule 3.09(b) attached, the Company does not have any liabilities or obligations (whether accrued, absolute, contingent, known, unknown or otherwise, and whether or not of a nature required to be reflected or reserved against in a balance sheet in accordance with GAAP). (c) Except as otherwise set forth in Schedule 3.09(c), the accounts receivable reflected on the December 31, 1999 balance sheet included in the Financial Statements and all of the Company's accounts receivable arising since the Balance Sheet Date arose from bona fide transactions in the ordinary course of business, and the goods and services involved have been sold, delivered and performed to the account obligors, and no further filings (with governmental agencies, insurers or others) are required to be made, no further goods are required to be provided and no further services are required to be rendered in order to complete the sales and fully render the services and to entitle the Company to collect the accounts receivable in full. Except as set forth in Schedule 3.09(c), no such account has been assigned or pledged to any other person, firm or corporation, and, except only to the extent fully reserved against as set forth in the December 31, 1999 balance sheet included in such Financial Statements, no defense or set-off to any such account has been asserted by the account obligor or exists.

Financial Statements; Liabilities; Accounts Receivable. (a) The Company has delivered to Buyer true and complete copies of the unaudited Financial Statements financial statements with respect to the Company and the Subsidiaries its business as of and for the years ended December October 31, 19971997 and 1998, 1998 as of and for the three months ended January 31, 1999, copies and as of which unaudited and for the seven months ended May 31, 1999 (the "Financial Statements"), and said Financial Statements are attached hereto as Schedule 3.09(a3.08(a). All of such Financial Statements present fairly the financial condition and results of operations of the Company and the Subsidiaries for the dates or periods indicated thereon. All Except for the omission of certain notes and the absence of year-end adjustments (consisting only of normal recurring adjustments) in the interim Financial Statements, all of such Financial Statements have been prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis throughout the periods indicated. The Financial Statements as of and for the year ended October 31, 1998 have been audited by Deloitte & Touche LLP, the Company's independent certified public accountants. (b) Except for (i) the liabilities reflected on the Company's December May 31, 1999 balance sheet included with the Financial StatementsStatements attached as Schedule 3.08(a), (ii) trade payables and accrued expenses incurred since December May 31, 1999 (the "Balance Sheet Date") in the ordinary course of business, (iii) executory contract obligations, and (iv) the liabilities set forth in Schedule 3.09(b3.08(b) attachedattached hereto, the Company does not have any liabilities or obligations (whether accrued, absolute, contingent, known, unknown or otherwise, and whether or not of a nature required to be reflected or reserved against in a balance sheet in accordance with GAAP). (c) Except as otherwise set forth in Schedule 3.09(c3.08(c), the accounts receivable reflected on the December May 31, 1999 balance sheet included in the Financial Statements referenced in Section 3.08(a) and all of the Company's accounts receivable arising since May 31, 1999 (the "Balance Sheet Date Date") arose from bona fide transactions in the ordinary course of business, and the goods and services involved have been sold, delivered and performed to the account obligors, and no further filings (with governmental agencies, insurers or others) are required to be made, no further goods are required to be provided and no further services are required to be rendered in order to complete the sales and fully render the services and to entitle the Company to collect the accounts receivable in full. Except as set forth in Schedule 3.09(c3.08(c), no such account has been assigned or pledged to any other person, firm or corporation, and, except only to the extent fully reserved against as set forth in the December May 31, 1999 balance sheet included in such Financial Statements, no defense or set-off to any such account has been asserted by the account obligor or exists.

Financial Statements; Liabilities; Accounts Receivable. (a) The Except as set forth in Section 5.23 of the Company Disclosure Schedule, the Company has delivered to Buyer Buyers true and complete copies of the unaudited Financial Statements with respect to the Company and the Subsidiaries of Richxxxxxx Xxxs, Inc., an Idaho corporation, as of and for the years year ended December 31, 1995 and audited Financial Statements of Richxxxxxx Xxxs, LLC as of and for the year ended December 31, 1996 and unaudited Financial Statements of Richxxxxxx Xxxs, LLC as of and for the eleven months ended November 30, 1996 and 1997, 1998 and 1999, copies of which unaudited said Financial Statements are attached hereto as Schedule 3.09(a). All of such Financial Statements present fairly the financial condition and results of operations Section 5.23(a) of the Company Disclosure Schedule. Subject to the footnotes therein (and subject, in the Subsidiaries for the dates case of interim Financial Statements, to year-end adjustments which except as heretofore discussed with Rexall, will not be material in amount or periods indicated thereon. All effect, all of such Financial Statements have been prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis throughout the periods indicatedindicated and present fairly the financial condition and results of operations of Richxxxxxx Xxxs LLC in all material respects for the dates or periods indicated therein. (b) Except for (i) the liabilities reflected on the Company's December 31, 1999 balance sheet included with the Financial Statements, (ii) trade payables and accrued expenses incurred since December 31, 1999 (the "Balance Sheet Date") in the ordinary course of business, (iii) executory contract obligations, and (iv) the liabilities set forth in Schedule 3.09(b) attached, the Company does not have any liabilities or obligations (whether accrued, absolute, contingent, known, unknown or otherwise, and whether or not of a nature required to be reflected or reserved against in a balance sheet in accordance with GAAP). (c) Except as otherwise set forth in Schedule 3.09(c)Section 5.23(b) of the Company Disclosure Schedule, the accounts receivable reflected on the December 31, 1999 1996 balance sheet (the "Balance Sheet") included in the Financial Statements attached as Section 5.23(a) of the Company Disclosure Schedule and all of the Company's accounts receivable arising since December 31, 1996 (the "Balance Sheet Date Date"), arose from bona fide transactions in the ordinary course of business, and the goods and services involved have been sold, delivered and performed to the account obligors, and no further filings (with governmental agencies, insurers or others) are required to be made, no further goods are required to be provided and no further services are required to be rendered in order to complete the sales and fully render the services and to entitle the Company to collect the accounts receivable in full. Except as set forth in Schedule 3.09(c)Section 5.23(b) of the Company Disclosure Schedule, no such account has been assigned or pledged to any other person, firm or corporation, and, except only to the extent fully reserved against . (c) Except as set forth in Section 5.23(c) of the December 31Company Disclosure Schedule, 1999 balance sheet included in such Financial Statements, the Company has not guaranteed any obligation or indebtedness of any Person (including any Stockholders) and no defense Person (including any Stockholder) has guaranteed any obligation or set-off to any such account has been asserted by indebtedness of the account obligor or existsCompany.

Financial Statements; Liabilities; Accounts Receivable. (a) The Company Seller has delivered to Buyer true and complete copies of the unaudited Financial Statements balance sheets and statements of operations with respect to the Company Seller and the Subsidiaries Business as of and for the years ended September 30, 2001, 2002, and 2003, and as of and for the twelve weeks ended December 3127, 19972003 (the “Financial Statements”), 1998 and 1999, copies of which unaudited said Financial Statements are attached hereto as Schedule 3.09(a3.7(a). All of such Financial Statements present fairly in all material respects the financial condition and results of operations of the Company Seller and the Subsidiaries Business for the dates or periods indicated thereon. All of such Financial Statements have been prepared in accordance with generally accepted accounting principles ("GAAP") GAAP applied on a consistent basis throughout the periods indicated, except for the absence of footnote disclosure and, in the case of interim statements, reassessments of reserves. (b) Except for (i) the liabilities reflected on the Company's December 3127, 1999 2003 balance sheet of Seller included with the Financial StatementsStatements attached as Schedule 3.7(a), (ii) trade payables payables, other current liabilities, and accrued expenses incurred since December 3127, 1999 (the "Balance Sheet Date") 2003 in the ordinary course of business, (iii) executory contract obligationsobligations under (A) Contracts listed on Schedule 3.12, and/or (B) Contracts not required to be listed on Schedule 3.12, and (iv) the liabilities set forth in Schedule 3.09(b) attached3.7(b), Seller and the Company does Business do not have any material liabilities or obligations (whether accrued, absolute, contingent, known, unknown or otherwise, and whether or not of a nature required to be reflected or reserved against in a balance sheet in accordance with GAAP). (c) Except as otherwise set Set forth in Schedule 3.09(c), 3.7(c) is the accounts receivable reflected aging report for transactions on the or before December 31, 1999 balance sheet included in the Financial Statements and all of the Company's accounts receivable arising since the Balance Sheet Date arose from bona fide transactions in the ordinary course of business, and the goods and services involved have been sold, delivered and performed to the account obligors, and no further filings (with governmental agencies, insurers or others) are required to be made, no further goods are required to be provided and no further services are required to be rendered in order to complete the sales and fully render the services and to entitle the Company to collect the accounts receivable in full2003. Except as set forth in Schedule 3.09(c3.7(c), no such account has been assigned or pledged to any other person, firm or corporation, Person and, except only to the extent fully reserved against as set forth in the December 3127, 1999 2003 balance sheet included in such Financial Statements, no defense or set-off to any such account has been asserted by the account obligor or exists. (d) Except as otherwise set forth in Schedule 3.7(d), the Inventory of the Business is valued on the books of account of the Business in accordance with GAAP (on an average cost basis) at the lower of cost or market, and the value of obsolete materials, materials below standard quality and slow-moving materials have been written down in accordance with GAAP. (e) Except as provided under the provisions of the agreements described in Schedule 3.7(e), the Seller has and will have as of the Closing Date legal and beneficial ownership of all of the Properties owned by or Used in the Business, free and clear of any and all liens, mortgages, pledges, adverse claims, encumbrances or other restrictions or limitations whatsoever (“Liens”).

Financial Statements; Liabilities; Accounts Receivable. (a) The Company Seller has delivered to Buyer true and complete copies of the unaudited Financial Statements financial statements with respect to the Company and the Subsidiaries its business as of and for the years ended December 31, 19972003, 1998 2004 and 19992005 and the six months ended June 30, copies of which unaudited 2006 (the “Financial Statements”), and said Financial Statements are attached hereto as Schedule 3.09(a3.08(a). All of such Financial Statements present fairly the financial condition and results of operations of the Company and the Subsidiaries for the dates or periods indicated thereon. All Except to the extent described on Schedule 3.08(b), all of such the Financial Statements have been prepared in accordance with generally accepted accounting principles ("“GAAP"”) consistently applied on a consistent basis throughout the periods indicated, except as may be otherwise provided therein or herein. (b) Except for (i) the liabilities reflected on the Company's December 31’s June 30, 1999 2006 balance sheet included with the Financial StatementsStatements attached as Schedule 3.08(a), (ii) trade payables and accrued expenses incurred since December 31June 30, 1999 (the "Balance Sheet Date") 2006 in the ordinary course of business, (iii) executory contract obligations, and (iv) the liabilities set forth in Schedule 3.09(b3.08(b) attachedattached hereto, the Company does not have any liabilities or obligations (whether accrued, absolute, contingent, known, unknown or otherwise, and whether or not of a nature required to be reflected or reserved against in a balance sheet in accordance with GAAP). (c) Except as otherwise set forth in Schedule 3.09(c3.08(c), the accounts receivable reflected on the December 31June 30, 1999 2006 balance sheet included in the Financial Statements referenced in Section 3.08(a) and all of the Company's ’s accounts receivable arising since June 30, 2006 (the “Balance Sheet Date Date”) are valid receivables that arose from bona fide transactions in the ordinary course of businessbusiness and, to the Knowledge of the Company and the Seller, are not subject to any setoffs or counterclaims, and the goods and services involved have been sold, delivered and fully performed to the account obligors. Such account receivables are current and collectible at their recorded amounts, except to the extent of any bad debt reserve as of the Balance Sheet Date as adjusted for the passage of time through the Closing Date in accordance with the past practice and no further filings (with governmental agencies, insurers or others) are required to be made, no further goods are required to be provided and no further services are required to be rendered in order to complete the sales and fully render the services and to entitle custom of the Company to (provided, however, that the Seller does not guarantee that the Company will ultimately collect all of the accounts receivable in fullreceivables). Except as set forth in Schedule 3.09(c3.08(c), no such account has been assigned or pledged to any other person, firm or corporation, and, except only to the extent fully reserved against as set forth in the December 31June 30, 1999 2006 balance sheet included in such Financial Statements, no defense or set-off to any such account has been asserted by the account obligor or exists.

Financial Statements; Liabilities; Accounts Receivable. (a) The Company has delivered to Buyer true and complete copies of the unaudited Financial Statements with respect to the Company and the Subsidiaries its business as of and for the years ended December 31, 19971999 and 2000 and the three months ended March 31, 1998 2001 (the "Financial Statements"), and 1999, copies of which unaudited said Financial Statements are attached hereto as Schedule 3.09(a3.8(a). All of such Financial Statements present fairly the financial condition and results of operations of the Company and the Subsidiaries for the dates or periods indicated thereon. All of such Financial Statements have been prepared in accordance with generally accepted accounting principles ("GAAP") applied GAAP on a consistent basis throughout the periods indicated. (b) Except for (i) the liabilities reflected on the Company's December March 31, 1999 2001 balance sheet included with the Financial StatementsStatements attached as Schedule 3.8(a), (ii) trade payables and accrued expenses incurred since December March 31, 1999 2001 (the "Balance Sheet Date") in the ordinary course of business, (iii) executory contract obligations, and (iv) the liabilities set forth in Schedule 3.09(b3.10(b) attachedattached hereto, the Company does not have any liabilities or obligations (whether accrued, absolute, contingent, known, unknown or otherwise, and whether or not of a nature required to be reflected or reserved against in a balance sheet in accordance with GAAP). (c) Except as otherwise set forth in Schedule 3.09(c3.8(c), the accounts receivable reflected on the December March 31, 1999 2001 balance sheet included in the Financial Statements referenced in Section 3.8(a) and all of the Company's accounts receivable arising since the Balance Sheet Date arose from bona fide transactions in the ordinary course of business, and the goods and services involved have been sold, delivered and performed to the account obligors, and no further filings (with governmental agencies, insurers or others) are required to be made, no further goods are required to be provided and no further services are required to be rendered in order to complete the sales and fully render the services and to entitle the Company to collect the accounts receivable in full. Except as set forth in Schedule 3.09(c3.8(c), no such account has been assigned or pledged to any other person, firm or corporation, and, except only to the extent fully reserved against as set forth in the December March 31, 1999 2001 balance sheet included in such Financial Statements, no defense or set-off to any such account has been asserted by the account obligor or exists.

Financial Statements; Liabilities; Accounts Receivable. (a) The Company has Buyers have delivered to Buyer Sellers true and complete copies of the unaudited audited Financial Statements with respect to the Company and the Subsidiaries for Magicworks as of and for the years year ended December 31, 1997, 1998 1995 and 1999, copies of which unaudited Financial Statements are attached hereto as Schedule 3.09(a). All of such Financial Statements present fairly the financial condition and results of operations of for the Company as of and the Subsidiaries for the dates or periods indicated thereonnine months ended September 30, 1996, which financial statements are included in the Magicworks S-1. All of such Financial Statements have been prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis throughout the periods indicatedindicated and present fairly the financial condition and results of operations of Magicworks for the dates or periods indicated therein. (b) Except for (i) the liabilities reflected on the Company's December 31, 1999 balance sheet included with the Financial Statements, (ii) trade payables and accrued expenses incurred since December 31, 1999 (the "Balance Sheet Date") in the ordinary course of business, (iii) executory contract obligations, and (iv) the liabilities set forth in Schedule 3.09(b) attached, the Company does not have any Magicworks has no liabilities or obligations (whether accrued, absolute, contingent, known, unknown or otherwise, and whether or not of a nature required to be reflected or reserved against in a balance sheet in accordance with GAAP), except (i) liabilities reflected in the Financial Statements, and (ii) liabilities and obligations accrued in the Company's financial records and incurred by the Company since September 30, 1996 in the ordinary course of business and consistent with past practices (collectively, the "Permitted Liabilities"). (c) Except as otherwise set forth in Schedule 3.09(c), the The accounts receivable reflected on the December 31September 30, 1999 1996 balance sheet included in the Financial Statements and all of the Company's accounts receivable arising since September 30, 1996 (the "Balance Sheet Date Date"), arose from bona fide transactions in the ordinary course of business, and the goods and services involved have been sold, delivered and performed to the account obligors, and no further filings (with governmental agencies, insurers or others) are required to be made, no further goods are required to be provided and no further services are required to be rendered in order to complete the sales and fully render the services and to entitle the Company to collect the accounts receivable in full. Except . (d) Neither the Buyers nor any shareholder of the Buyers have taken or allowed to be taken any action which could jeopardize the treatment of the transactions contemplated hereby as set forth in Schedule 3.09(c), no such account has been assigned or pledged to any other person, firm or corporation, and, except only to the extent fully reserved against as set forth in the December 31, 1999 balance sheet included in such Financial Statements, no defense or set-off to any such account has been asserted by the account obligor or existsa "pooling of interests" for accounting and financial reporting purposes.

Financial Statements; Liabilities; Accounts Receivable. (a) The Company has delivered to Buyer true and complete copies of the unaudited Financial Statements with respect to the Company and the Subsidiaries its business as of and for the years ended December 31, 19971996 and 1997 and as of and for the six months ended June 30, 1998 (the "Financial Statements"), and 1999, copies of which unaudited said Financial Statements are attached hereto as Schedule 3.09(a3.08(a). All of such Financial Statements present fairly the financial condition and results of operations of the Company and the Subsidiaries for the dates or periods indicated thereon. All Except for the omission of certain notes and the absence of year-end adjustments (consisting only of normal recurring adjustments) in the interim Financial Statements, all of such Financial Statements have been prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis throughout the periods indicated. The Financial Statements as of and for the year ended December 31, 1997 have been audited by Bauch, Firestone, Xxxxxxx and Xxxxxx, the Company's independent certified public accountants. (b) Except for (i) the liabilities reflected on the Company's December 31June 30, 1999 1998 balance sheet included with the Financial StatementsStatements attached as Schedule 3.08(a), (ii) trade payables and accrued expenses incurred since December 31June 30, 1999 (the "Balance Sheet Date") 1998 in the ordinary course of business, (iii) executory contract obligations, and (iv) the liabilities set forth in Schedule 3.09(b3.08(b) attachedattached hereto, the Company does not have any liabilities or obligations (whether accrued, absolute, contingent, known, unknown or otherwise, and whether or not of a nature required to be reflected or reserved against in a balance sheet in accordance with GAAP). (c) Except as otherwise set forth in Schedule 3.09(c3.08(c), the accounts receivable reflected on the December 31June 30, 1999 1998 balance sheet included in the Financial Statements referenced in Section 3.08(a) and all of the Company's accounts receivable arising since June 30, 1998 (the "Balance Sheet Date Date") arose from bona fide transactions in the ordinary course of business, and the goods and services involved have been sold, delivered and performed to the account obligors, and no further filings (with governmental agencies, insurers or others) are required to be made, no further goods are required to be provided and no further services are required to be rendered in order to complete the sales and fully render the services and to entitle the Company to collect the accounts receivable in full. Except as set forth in Schedule 3.09(c3.08(c), no such account has been assigned or pledged to any other person, firm or corporation, and, except only to the extent fully reserved against as set forth in the December 31June 30, 1999 1998 balance sheet included in such Financial Statements, no defense or set-off to any such account has been asserted by the account obligor or exists.

Financial Statements; Liabilities; Accounts Receivable. (a) The Company has delivered Attached to Buyer true Section 3.8(a) of the Disclosure Schedule are correct and complete copies of the Company’s audited financial statements at December 31, 2010, for the fiscal year then ended (the “Audited Financial Statements”), and unaudited Financial Statements with respect to the Company and the Subsidiaries financial statements as of at and for the years four-month period ended December 31April 30, 19972011 (the “Interim Financial Statements” and together with the Audited Financial Statements, 1998 and 1999, copies of which unaudited the “Company Financial Statements”). The Company Financial Statements are attached hereto as Schedule 3.09(a). All were prepared in accordance with the books and records of such Financial Statements the Company, and present fairly and accurately in all material respects the financial condition and the results of operations of the Company and as of the Subsidiaries for the respective dates or periods indicated thereonthereof. All of such The Company Financial Statements have been prepared in accordance with generally accepted accounting principles ("GAAP") , consistently applied on a consistent basis throughout and among the periods indicated., except that the Interim Financial Statements may not contain all footnotes required by GAAP and are subject to normal year-end audit adjustments (b) Except The Company maintains a system of accounting established and administered in accordance with GAAP. The Company maintains accurate books and records reflecting its assets and liabilities and maintains proper and adequate internal accounting controls that provide assurance that the Company maintains no off-the-book accounts and that the Company’s assets and properties are used only in accordance with the Company’s management directives. (c) The Company has no liabilities, indebtedness or obligations of any nature (whether absolute, accrued, contingent or otherwise, whether matured or unmatured and whether due or to become due) ( each, a "Liability" and collectively, the "Liabilities") except for Liabilities (i) that are disclosed in the liabilities reflected on the Company's December 31, 1999 balance sheet included with the Company Financial Statements, (ii) trade payables that have been incurred in the ordinary course of business and accrued expenses incurred since December 31which would not reasonably be expected to have or result in a Material Adverse Effect, 1999 (iii) with respect to executory obligations or liabilities to perform after the "Balance Sheet Date"date hereof under the Company’s contracts and agreements required to be or that are otherwise disclosed on Schedule 3.17(a), 3.18(a)(i) or 3.18(a)(ii) (or not required to be disclosed because of the materiality threshold set forth in such sections) (iv) arising out of this Agreement and the transactions contemplated hereunder, or (v) disclosed on Section 3.8(c) of the Disclosure Schedule. (d) All accounts receivable of the Company shown on all balance sheets included in the Company Financial Statements arose from sales actually made or services actually performed in the ordinary course of business, (iii) executory contract obligationsconsistent with past practices, and (iv) are valid receivables net of reserves shown thereon. All billed and unbilled accounts receivable of the liabilities Company as of May 24, 2011 are set forth in on Schedule 3.09(b) attached, the Company does not have any liabilities or obligations (whether accrued, absolute, contingent, known, unknown or otherwise, and whether or not of a nature required to be reflected or reserved against in a balance sheet in accordance with GAAP3.8(d). (ce) Except as otherwise set forth in Schedule 3.09(c), the All accounts receivable reflected of the Company prior to the date hereof and prior to the Closing (in each case whether billed or unbilled): (i) are subject to no setoffs or counterclaims and (ii) have been collected or, to the Company’s Knowledge, are fully collectible according to their terms in amounts not less than the aggregate amounts thereof carried on the December 31, 1999 balance sheet included in the Financial Statements and all books of the Company's Company (net of reserves). (f) At the Closing, all accounts receivable arising since of the Company listed on the Estimated Closing Balance Sheet Date arose from bona fide transactions will be valid receivables arising in the ordinary course of business, and the goods and services involved have been soldconsistent with past practice, delivered and performed subject to the account obligors, and no further filings (with governmental agencies, insurers setoffs or others) are required to be made, no further goods are required to be provided and no further services are required to be rendered in order to complete the sales and fully render the services and to entitle the Company to collect the accounts receivable in full. Except as set forth in Schedule 3.09(c), no such account has been assigned or pledged to any other person, firm or corporationcounterclaims, and, except only to the extent Company’s Knowledge, are fully reserved against as collectible in an amount not less than the aggregate amounts thereof set forth in on the December 31, 1999 balance sheet included in such Financial Statements, no defense or set-off Estimated Closing Balance Sheet (subject to any such account has been asserted by reserves reflected on the account obligor or existsEstimated Closing Balance Sheet).