Common use of Financial Statements; Liabilities Clause in Contracts

Financial Statements; Liabilities. The Company has delivered to the Purchaser its audited financial statements as of December 31, 2008 and for the fiscal year ended December 31, 2008, and its unaudited financial statements (including balance sheet, income statement and statement of cash flows) as September 30, 2009 and for the nine-month period ended September 30, 2009 (collectively, “Financial Statements”). The Financial Statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods indicated. The Financial Statements fairly present in all material respects the financial condition and operating results of the Company as of the dates, and for the periods, indicated therein, subject in the case of the unaudited Financial Statements to normal year-end audit adjustments. Except as set forth in the Financial Statements and/or the Disclosure Schedule, the Company has no material liabilities or obligations, contingent or otherwise, other than: (i) liabilities incurred in the ordinary course of business subsequent to September 30, 2009; (ii) obligations under contracts and commitments incurred in the ordinary course of business; and (iii) liabilities and obligations of a type or nature not required under generally accepted accounting principles to be reflected in the Financial Statements, which, in all such cases, individually and in the aggregate would not have a Material Adverse Effect. The Company maintains and will continue to maintain a standard system of accounting established and administered in accordance with generally accepted accounting principles.

Financial Statements; Liabilities. The Company has delivered made available to the Purchaser its audited financial statements as of December 31, 2008 and for the fiscal year ended December 31, 2008, and Acquisition Sub or Parent its unaudited financial statements (including balance sheet, income statement and statement of cash flowsflow) as September 30, 2009 at and for the nine-month period ended September November 30, 2009 2004, which have been prepared internally by the Company’s management, and the Company’s audited balance sheet, income statement and statement of cash flows at and for the periods ended December 31, 2003 and December 31, 2002 (collectively, the “Financial Statements”). The Financial Statements fairly and accurately present the Company’s financial position and the results of operations as of their dates and as of the date of this Agreement with respect to the November 30, 2004 Financial Statements and have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods indicated. The Financial Statements fairly present in all material respects the financial condition and operating results of the Company as of the dates, and for the periods, indicated thereinbasis, subject in the case of the unaudited November 30, 2004 Financial Statements to normal year-end audit adjustmentsadjustments and the omission of notes. Except as set forth in As of the Financial Statements and/or the Disclosure Scheduledate of this Agreement, the Company has no material liabilities liabilities, debts or obligations, whether accrued, absolute, contingent or otherwise, and whether due or to become due, including, but not limited to, liabilities on account of taxes, other than: (i) governmental charges or lawsuits other than liabilities incurred since the incorporation of the Company in the ordinary course of business subsequent to September 30, 2009; (ii) obligations under contracts and commitments incurred in properly reflected on the ordinary course books of business; and (iii) liabilities and obligations of a type or nature not required under generally accepted accounting principles to be reflected in the Financial Statements, which, in all such cases, individually and in the aggregate would not have a Material Adverse Effect. The Company maintains and will continue to maintain a standard system of accounting established and administered in accordance with generally accepted accounting principlesCompany.

Financial Statements; Liabilities. The Company has delivered to Parent (i) the Purchaser its audited financial statements of Xxxxxxxxx Creek, LLC as of December 31, 2008 and for the fiscal year ended December 31, 2008, and its unaudited financial statements (including balance sheet, income statement and statement of cash flows) as September 30, 2009 and for the nine-month period year then ended, as accompanied by the report of Xxxx and Associates (independent auditors) and (ii) the unaudited financial statements as of August 31, 2010 listed on Section 5.1(i) of the Company Disclosure Schedule and (in certain cases) for the periods then ended September 30, 2009 (collectively, the “Company Financial Statements”). The Company Financial Statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods indicated. The Company Financial Statements fairly present in all material respects the financial condition and operating results of the Company Company, as of the dates, and for the periods, indicated therein. The Company does not have any Liabilities, subject and there is no existing condition, situation or set of circumstances which could reasonably be expected to result in the case of the unaudited Financial Statements to normal year-end audit adjustments. Except as set forth in the Financial Statements and/or the Disclosure Schedule, the Company has no material liabilities or obligations, contingent or otherwisesuch a Liability, other than: than (i) liabilities Liabilities incurred in the ordinary course of business subsequent to September 30August 31, 2009; 2010, (ii) the Liabilities listed on Schedule 6.10 hereto and (iii) obligations under contracts Contracts and commitments incurred in the ordinary course of business; business and (iii) liabilities and obligations of a type or nature not required under generally accepted accounting principles to be reflected in the Company Financial Statements, which, in all such both cases, individually and in the aggregate aggregate, would not have be reasonably expected to result in a Company Material Adverse Effect. The Company maintains and will continue to maintain a standard system of accounting established and administered in accordance with generally accepted accounting principles.

Financial Statements; Liabilities. The Company has delivered to the Purchaser its audited financial statements as of December 31, 2008 and for the fiscal year ended December 31, 20082009 and will deliver when available, and its the unaudited financial statements (including balance sheet, income statement and statement of cash flows) as September 30, 2009 and for the nine-three (3) month period ended September 30March 31, 2009 2010 (collectively, “Financial Statements”). The Financial Statements have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods indicatedindicated (except for footnote disclosures in the case of the unaudited financial statements). The Financial Statements fairly present in all material respects the financial condition and operating results of the Company as of the dates, and for the periods, indicated therein, subject in the case of the unaudited Financial Statements to normal year-end audit adjustments. Except as set forth in the Financial Statements and/or and the Disclosure Schedule, the Company has no material liabilities or obligations, contingent or otherwise, other than: (i) liabilities incurred in the ordinary course of business subsequent to September 30March 31, 20092010; (ii) obligations under contracts and commitments incurred in the ordinary course of business; and (iii) liabilities and obligations of a type or nature not required under generally accepted accounting principles GAAP to be reflected in the Financial Statements, which, in all such cases, individually and in the aggregate would not have a Material Adverse Effect. The Company maintains and will continue to maintain a standard system of accounting established and administered in accordance with generally accepted accounting principlesGAAP.

Financial Statements; Liabilities. The Company Seller has delivered to Purchaser the Purchaser its audited financial statements for the period ending December 31, 2010, and the unaudited financial statements of the Company as of December 31, 2008 and for the fiscal year ended December 31, 2008, and its unaudited financial statements 2011 (including balance sheet, income statement and statement of cash flows) as September 30, 2009 and for the nine-month period ended September 30ending December 31, 2009 2011 (collectively, “Financial Statements”). The Financial Statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods indicated. The Financial Statements fairly present in all material respects the financial condition and operating results of the Company and any Subsidiary as of the dates, and for the periods, indicated therein, subject in the case of the unaudited Financial Statements to normal year-end audit adjustments. Except as set forth in the Financial Statements and/or the Disclosure ScheduleStatements, neither the Company nor any Subsidiary has no any material liabilities or obligations, contingent or otherwise, other than: (i) liabilities incurred in the ordinary course of business subsequent to September 30December 31, 20092011; (ii) obligations under contracts and commitments incurred in the ordinary course of business; and (iii) liabilities and obligations of a type or nature not required under generally accepted accounting principles to be reflected in the Financial Statements, which, in all such cases, individually and in the aggregate would not have a Material Adverse Effect. The Company and any Subsidiary maintains and will continue to maintain a standard system of accounting established and administered in accordance with generally accepted accounting principles.