Common use of Financial Statements; Liabilities Clause in Contracts

Financial Statements; Liabilities. (a) Sovereign has delivered to the Company (i) unaudited consolidated balance sheets and statements of income and expense for Sovereign for the years ended December 31, 2002 and 2003 (the "Year End Financials"), and (ii) unaudited consolidated balance sheet for Sovereign as of September 30, 2004, and related unaudited statements of income and expense for the nine-month period then ended (the "Interim Financials"). The Year End Financials and the Interim Financials are together referred to as the "Financial Statements." The Financial Statements have been prepared in conformity with generally accepted accounting principles applied on a consistent basis throughout the periods indicated (except that the Interim Financials do not contain all footnotes and other presentation items). The Financial Statements were prepared from the books and records of Sovereign, consistent with past practice, and fairly present in all material respects the financial position and results of operations of Sovereign as of the dates and for the periods indicated. Sovereign maintains systems of accounting that are adequate for the preparation of the Financial Statements. (b) As of the Closing Date, Sovereign does not have any liabilities of any nature (including, without limitation, liabilities as guarantor or otherwise with respect to obligations of others, or liabilities for taxes due or then accrued or to become due) (collectively "Liabilities"), except: (i) Liabilities reflected in the Financial Statements, (ii) Liabilities incurred in the ordinary course of business of Sovereign which individually or in the aggregate do not have a Material Adverse Effect on Sovereign since its formation, or (iii) Liabilities for taxes incurred in the ordinary course of business of Sovereign and not yet due.

Financial Statements; Liabilities. (a) Sovereign has delivered The Sellers have provided to Purchaser copies of the Company (i) unaudited audited non-consolidated balance sheets and statements of income operations and expense for Sovereign cash flows of the Company and the Subsidiaries for the fiscal years ended December March 31, 2002 2003, 2004 and 2003 (2005, together with the "Year End Financials"), and (ii) unaudited consolidated balance sheet for Sovereign as of September 30, 2004, and related unaudited statements of income and expense for the nine-month period then ended (the "Interim Financials"). The Year End Financials notes thereto and the Interim Financials are together referred to as opinions of Deloitte & Touche LLP thereon (collectively, the "Financial Statements." "). The Financial Statements have been prepared in conformity with generally accepted accounting principles applied on a consistent basis throughout the periods indicated (except that the Interim Financials do not contain all footnotes and other presentation items). The Financial Statements were prepared from the books and records of Sovereign, consistent with past practicethe Company and its Subsidiaries, and fairly present fairly, in all material respects conformity with GAAP, the assets, liabilities, income, losses, retained earnings, financial position and condition, results of operations of Sovereign as and cash flows of the dates Company and its Subsidiaries for the periods indicated. Sovereign maintains systems of accounting that are adequate for the preparation of the Financial Statementsand dates covered thereby. (b) As of Except as set forth in the Closing DateSeller Disclosure Schedule, Sovereign does not have neither the Company nor any Subsidiary has any liabilities or obligations of any nature (includingkind, without limitationwhether absolute, liabilities as guarantor accrued, asserted or otherwise with respect to unasserted, except liabilities, obligations of othersand contingencies, or liabilities for taxes due or then accrued or to become due) (collectively "Liabilities"), except: that (i) Liabilities are reflected on or accrued or reserved against in the Financial StatementsStatements for the fiscal year ended March 31, 2005, or reflected in any notes thereto, (ii) Liabilities were incurred since March 31, 2005 in the ordinary course of business or (iii) with respect to liabilities and obligations of Sovereign which individually a type not required to be disclosed by GAAP in a consolidated balance sheet of the Company and its Subsidiaries, or in the aggregate do a balance sheet of Grand River, would not reasonably be expected to have a Material Adverse Effect on Sovereign since its formation, or (iii) Liabilities for taxes incurred in the ordinary course of business of Sovereign and not yet dueEffect.

Financial Statements; Liabilities. (a) Sovereign has delivered to Attached hereto as Schedule 2.05 are the Company (i) unaudited consolidated audited balance sheets and the related statements of income income, stockholders’ equity and expense for Sovereign cash flows (including the related notes and schedules thereto and reports of independent auditors) of the Company as of and for the years period ended December 31, 2002 and December 31, 2001, and unaudited balance sheet and the related statement of income, stockholders’ equity and cash flows as of and for the six month period ended June 30, 2003 (collectively, the "Year End Financials"), and (ii) unaudited consolidated balance sheet for Sovereign as of September 30, 2004, and related unaudited statements of income and expense for the nine-month period then ended (the "Interim Financials"“Financial Statements”). The Year End Financials and the Interim Financials are together referred to as the "Financial Statements." The Financial Statements of the Company present fairly the financial position of the Company as at the dates thereof and its results of operations for the periods covered thereby and have been prepared in conformity all material respects in accordance with generally accepted accounting principles applied on a consistent basis throughout (“GAAP”) consistently applied. Except as expressly set forth in the periods indicated (except that the Interim Financials do not contain all footnotes and other presentation items). The Financial Statements were prepared from the books and records of Sovereignor Schedule 2.05, consistent with past practice, and fairly present in all material respects the financial position and results of operations of Sovereign as of the dates and for the periods indicated. Sovereign maintains systems of accounting that are adequate for the preparation of the Financial Statements. (b) As of the Closing Date, Sovereign does not have any liabilities of any nature (including, without limitation, liabilities as guarantor or otherwise with respect to obligations of others, or liabilities for taxes due or then accrued or to become due) (collectively "Liabilities"), except: (i) Liabilities reflected the Company has no liabilities, commitments or obligations, of any nature, whether absolute, accrued, contingent or otherwise and whether or not of a type required to be set forth on a balance sheet prepared in the Financial Statements, accordance with GAAP other than (iia) Liabilities liabilities incurred in the ordinary course of business (it being understood the business of Sovereign which individually the Company is manufacturing, selling, developing or distributing spine or spine-related medical products or accessories and the NTR Dental Device and related accessories) (“Ordinary Course of Business”) subsequent to June 30, 2003 and (b) obligations under contracts and commitments incurred in the aggregate do Ordinary Course of Business and not have a Material Adverse Effect on Sovereign required under GAAP to be reflected in the Financial Statements; (ii) since its formationDecember 31, 2002, there has been no material adverse change in the assets, business, liabilities, properties, condition (financial or otherwise) or results of operations of the Company; (iii) Liabilities for taxes incurred since December 31, 2002, neither the business, condition or operations of the Company nor any of its properties or assets has been materially or adversely affected as a result of any legislative or regulatory change, any revocation or change in any franchise, license or right to do business, or any other event or occurrence, whether or not insured against; and (iv) since December 31, 2002, the ordinary course Company has not entered into any transaction outside of business the Ordinary Course of Sovereign and not yet dueBusiness or, except as set forth in Schedule 2.05, made any distribution on its capital stock or other ownership interest. As of the date hereof, the Company has cash in an amount equal to no less than seven hundred seventy five thousand dollars ($775,000).

Financial Statements; Liabilities. (a) Sovereign Seller has delivered to Buyer a copy of the Company (i) unaudited consolidated balance sheets and statements sheet of income and expense for Sovereign for the years ended December 31Seller as of June 22, 2002 and 2003 (the "Year End Financials")1996, and the related statement of revenues and expenses, changes in fund balances and statement of cash flows (ii) unaudited consolidated balance sheet for Sovereign as of September 30, 2004, and related unaudited statements of income and expense for the nine-month period then ended (the "Interim Financials"). The Year End Financials and the Interim Financials are together referred to as the "Financial Statements." "). The Financial Statements have been prepared in conformity with generally accepted accounting principles applied on a consistent basis throughout the periods indicated (except that the Interim Financials do not contain all footnotes and other presentation items). The Financial Statements were prepared from the books and records of SovereignSeller on a consistent basis in accordance with generally accepted accounting principles, consistent with past practice, as of the date and for the period then ended. The Financial Statements are based upon the books and records of Seller and fairly present in all material respects represent the financial position of Seller and its results of operations of Sovereign as of the dates and for the periods indicated. Sovereign maintains systems of accounting that are adequate for the preparation of the Financial Statementsperiod then ended. (b) As Seller has delivered to Buyer Seller's financial statements as of August 17, 1996, (the 'Interim Financial Statements'). Other than as disclosed in the Financial Statements and Interim Financial Statements, Seller has no outstanding liabilities as of the Closing Date and Seller has no knowledge of any threatened claims, actions or investigations which would result in the incurrence of any additional liabilities by Seller, except as set forth in Schedule 4.5(b). (c) Seller has no indebtedness, liability or obligation of any character whatsoever, whether or not accrued, whether known or unknown, fixed or unfixed, xxxxxx or inchoate, liquidated or unliquidated, contingent or otherwise, including without limitation liabilities for taxes, other governmental charges or pending lawsuits, other than (i) liabilities reflected in the Financial statements or Interim Financial Statements or (ii) liabilities since the date of the Interim Financial Statements as set forth in Schedule 4.5(b), or as otherwise permitted by this Agreement. (d) The Seller shall be obligated to pay all taxes, debts, liabilities and obligations (absolute and contingent) of every kind and description of the Seller relating to the Business not expressly assumed by the Buyer hereunder, including, but not limited to, taxes, trade payables, wages, wage benefits or supplements, commissions, refunds due, penalties and fines by the State of New York, pending litigation and claims, including professional liability claims, arising out of services performed prior to the Closing Date, Sovereign does not have any liabilities of any nature (including, without limitation, liabilities except as guarantor or otherwise with respect to obligations of others, or liabilities for taxes due or then accrued or to become due) (collectively "Liabilities"), except: (i) Liabilities reflected in the Financial Statements, (ii) Liabilities incurred in the ordinary course of business of Sovereign which individually or in the aggregate do not have a Material Adverse Effect itemized on Sovereign since its formation, or (iii) Liabilities for taxes incurred in the ordinary course of business of Sovereign and not yet dueSchedule 1.3.

Financial Statements; Liabilities. (a) Sovereign The Cooperative has delivered the Financial Statements to the Company (i) unaudited consolidated balance sheets and statements of income and expense for Sovereign for the years ended December 31, 2002 and 2003 (the "Year End Financials"), and (ii) unaudited consolidated balance sheet for Sovereign as of September 30, 2004, and related unaudited statements of income and expense for the nine-month period then ended (the "Interim Financials"). The Year End Financials and the Interim Financials are together referred to as the "Financial Statements." The Financial Statements have been prepared in conformity with generally accepted accounting principles applied on a consistent basis throughout the periods indicated (except that the Interim Financials do not contain all footnotes and other presentation items). The Financial Statements were prepared from the books and records of Sovereign, consistent with past practice, and fairly present in all material respects the financial position and results of operations of Sovereign as of the dates and for the periods indicated. Sovereign maintains systems of accounting that are adequate for the preparation of the Financial StatementsInvestors. (b) As The Financial Statements fairly and accurately present the Cooperative’s financial position as of those dates and the Closing Dateresults of operations, Sovereign does not cash flows, and changes in shareholders’ equity for such periods then ended, and have any liabilities been prepared in accordance with GAAP applied on a consistent basis, subject in the case of any nature interim statements to normal year-end audit, none of which are material. (includingc) There are no debts, without limitation, liabilities as guarantor or otherwise with respect to obligations of othersliabilities, or liabilities for taxes due or then accrued or to become due) (collectively "Liabilities"), except: (i) Liabilities claims against the Cooperative that are not currently reflected in the Financial Statements, contingent or otherwise, and that are or would be of a nature required to be reflected in a balance sheet prepared in accordance with GAAP, other than (iii) Liabilities liabilities incurred in the ordinary course of business of Sovereign which which, individually or in the aggregate aggregate, do not have constitute a Material Adverse Effect Event; and (ii) liabilities set forth on Sovereign since its formation, or the balance sheet included in the Financial Statements. The Cooperative has no material liabilities other than those set forth in the Financial Statements and the Schedule of Exceptions. The Cooperative’s revenue recognition policies are in accordance with GAAP. The Cooperative maintains a standard system of accounting in accordance with GAAP. The Cooperative’s financial reserves are adequate to cover claims incurred. (iiid) Liabilities for taxes incurred All of the accounts receivable and notes receivable owing to the Cooperative as of the date of this Agreement constitute valid and enforceable claims arising from bona fide transactions in the ordinary course of business business, subject to the effect of Sovereign applicable bankruptcy, insolvency, reorganization, moratorium, or other laws of general application relating to or affecting enforcement of creditors’ rights and not yet duelaws concerning equitable remedies, and there are no known, contingent, or asserted claims, refusals to pay, or other rights of set-off known to the Cooperative against any of such accounts receivable and notes receivable.

Financial Statements; Liabilities. (a) Sovereign The Shareholder has delivered to Global true and correct copies of the unaudited unconsolidated balance sheet (the “Latest Company (iBalance Sheet”) unaudited consolidated balance sheets and statements of income of Riviera as at and expense for Sovereign for the years twelve months ended December 31, 2002 and 2003 (the "Year End Financials"), and (ii) unaudited consolidated balance sheet for Sovereign as of September on November 30, 20042009 (with the Latest Company Balance Sheet, and related unaudited statements the “Company Financial Statements”). Schedule 3.05 contains the revenues of income and expense the X. Xxxx Assets for the nine-month period then twelve months ended November 30, 2009. (the "Interim Financials"). b) The Year End Financials and the Interim Financials are together referred to as the "Financial Statements." The Company Financial Statements have been prepared in conformity with generally accepted accounting principles GAAP applied on a consistent basis throughout the periods indicated covered thereby, fairly present the financial position of Riviera, as of the dates thereof and the results of operations for the periods covered thereby (except that the Interim Financials Company Financial Statements do not contain all footnotes the notes normally required by GAAP and other presentation itemsare subject to normal year end adjustments). The Financial Statements were prepared from , and are consistent with the books and records of Sovereign, consistent with past practice, and fairly present in all material respects the financial position Riviera (which books and results of operations of Sovereign as of the dates records are materially correct and for the periods indicated. Sovereign maintains systems of accounting that are adequate for the preparation of the Financial Statementscomplete). (bc) As of Except as and to the Closing Date, Sovereign does not have any liabilities of any nature (including, without limitation, liabilities as guarantor or otherwise with respect to obligations of others, or liabilities for taxes due or then accrued or to become due) (collectively "Liabilities"), except: (i) Liabilities extent reflected in the Financial StatementsLatest Company Balance Sheet, neither the Company nor Riviera had, as of November 30, 2009 (ii) Liabilities incurred the “Latest Company Balance Sheet Date”), any Liabilities, other than obligations of continued performance under Contracts and other Commitments entered into in the ordinary course Ordinary Course of business Business. Except as described in Schedule 3.05, neither the Company nor Riviera has incurred any Liabilities since the Latest Company Balance Sheet Date, except Liabilities that have arisen after the date of Sovereign which individually or the Latest Company Balance Sheet in the aggregate do not have Ordinary Course of Business, none of which is a Material Adverse Effect on Sovereign since its formationLiability for breach of Contract, breach of warranty, tort, infringement, Litigation or (iii) Liabilities for taxes incurred in the ordinary course violation of business of Sovereign and not yet dueany Governmental Order, Permit or Law.

Financial Statements; Liabilities. (a) Sovereign has Sellers have delivered to Buyer a copy of the Company (i) unaudited consolidated balance sheets and statements sheet of income and expense for Sovereign for the years ended December 31CCC as of June 30, 2002 and 2003 (the "Year End Financials")1996, and the related statement of revenues and expenses, changes in fund balances and statement of cash flows (ii) unaudited consolidated balance sheet for Sovereign as of September 30, 2004, and related unaudited statements of income and expense for the nine-month period then ended (the "Interim Financials"). The Year End Financials and the Interim Financials are together referred to as the "Financial Statements." ") prepared by a public accounting firm. The Financial Statements have been prepared in conformity with generally accepted accounting principles applied on a consistent basis throughout the periods indicated (except that the Interim Financials do not contain all footnotes and other presentation items). The Financial Statements were prepared from the books and records of SovereignCCC on a consistent basis in accordance with generally accepted accounting principles, consistent with past practice, as of the date and for the period then ended. The Financial Statements are based upon the books and records of CCC and fairly present in all material respects represent the financial position of CCC and its results of operations for the period then ended. (b) Attached hereto as Schedule 5.5(b) is a true and complete interim financial statements as of Sovereign , (the "Interim Financial Statements"). Other than as disclosed in the Financial statements, as supplemented, as of the dates and for the periods indicated. Sovereign maintains systems of accounting that are adequate for the preparation Closing Date, by Schedule 5.5(b), CCC has no outstanding liabilities as of the Closing Date and CCC has no knowledge of any threatened claims, actions or investigations which would result in the incurrence of any additional liabilities by CCC, which would be likely to have a material adverse effect on the Interim Financial Statements. (bc) As of To the Closing DateSellers knowledge, Sovereign does not have any liabilities CCC has no indebtedness, liability or obligation of any nature (includingcharacter whatsoever, whether or not accrued, whether known or unknown, fixed or unfixed, xxxxxx or inchoate, liquidated or unliquidated, contingent or otherwise, including without limitation, liabilities as guarantor or otherwise with respect to obligations of others, or limitation liabilities for taxes due taxes, other governmental charges or then accrued or to become due) (collectively "Liabilities")pending lawsuits, except: other than (i) Liabilities liabilities reflected in the Financial Statements, statements or Interim Financial Statements or (ii) Liabilities incurred liabilities since the date of the Interim Financial Statements as set forth in the ordinary course of business of Sovereign Schedule 5.5(c), or as otherwise permitted by this Agreement, which individually or in the aggregate do not would be likely to have a Material Adverse Effect material adverse effect on Sovereign since its formation, or (iii) Liabilities for taxes incurred in the ordinary course of business of Sovereign and not yet dueInterim Financial Statements.