Common use of Financial Statements; Liabilities Clause in Contracts

Financial Statements; Liabilities. SURGICOE has previously furnished to USP (a) the unaudited consolidated balance sheets of SURGICOE and its Subsidiaries at December 31, 1999 and December 31, 2000, and the related consolidated statements of income for the fiscal years then ended, and (b) an unaudited consolidated balance sheet of SURGICOE and its Subsidiaries (the “Balance Sheet”) at December 31, 2001 (the “Balance Sheet Date”) and the related statements of income for the 12 months then ended. The Balance Sheet is attached hereto as Schedule 3.5. Such balance sheets (including any related notes and schedules) fairly present the consolidated financial position of SURGICOE as of their dates, and such other financial statements (including any related notes and schedules) fairly present the consolidated results of operations or other information included therein of SURGICOE and its Subsidiaries for the periods or as of the dates therein set forth, in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except (x) as to the interim unaudited statements, for normal year-end adjustments and only as such principles apply to interim unaudited statements, (y) for certain leases that are treated as operating leases in said financial statement but which the parties have treated as debt in their calculations of the Closing Date Consideration and (z) they do not include the footnotes required by generally accepted accounting principles. Except as reflected or disclosed in the Balance Sheet or a Schedule attached hereto, other than liabilities of the type set forth in the Balance Sheet that are incurred since the Balance Sheet Date in the ordinary course of their respective businesses and liabilities incurred in connection with the proposed Merger or otherwise contemplated or permitted by this Agreement, neither SURGICOE nor any of its Subsidiaries is as of the date hereof subject to any material liability, including without limitation contingent liabilities.

Financial Statements; Liabilities. SURGICOE Seller has previously furnished to USP Buyer (a) the an unaudited consolidated balance sheets sheet of SURGICOE and its Subsidiaries ASC at December 31, 1999 and December 31, 2000, and the related consolidated statements statement of income for the fiscal years year then ended, and (b) an unaudited consolidated balance sheet of SURGICOE and its Subsidiaries ASC (the “Balance Sheet”) at December 31, 2001 (the “Balance Sheet Date”) and the related statements statement of income for the 12 months then ended. The Balance Sheet is attached hereto as Schedule 3.5. Such balance sheets (including any related notes and schedules) fairly present the consolidated financial position of SURGICOE ASC as of their dates, and such other financial statements (including any related notes and schedules) fairly present the consolidated results of operations or other information included therein of SURGICOE and its Subsidiaries ASC for the periods or as of the dates therein set forth, in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except (x) as to the interim unaudited statements, for normal year-end adjustments and only as such principles apply to interim unaudited statements, (y) for certain leases that are treated as operating leases in said financial statement but which the parties have treated as debt in their calculations the calculation of the Closing Date Consideration Payment and (z) they do not include the footnotes required by generally accepted accounting principles. Except as reflected or disclosed in the Balance Sheet or a Schedule attached hereto, other than liabilities of the type set forth in the Balance Sheet that are incurred since the Balance Sheet Date in the ordinary course of their respective businesses business and liabilities incurred in connection with the proposed Merger Agreement or this Agreement or otherwise contemplated or permitted by this Agreement or the Merger Agreement, neither ASC nor SURGICOE nor any of its Subsidiaries Real Estate is as of the date hereof subject to any material liability, including without limitation contingent liabilities.

Financial Statements; Liabilities. SURGICOE has previously furnished to USP (a) the The unaudited consolidated balance sheets of SURGICOE and its Subsidiaries at December 31, 1999 and December 31, 2000, and the related consolidated statements of income for the fiscal years then ended, and (b) an unaudited consolidated balance sheet of SURGICOE and its Subsidiaries (the “Balance Sheet”) at December 31, 2001 (the “Balance Sheet Date”) and the related statements of income for the 12 months then ended. The Balance Sheet is attached hereto as Schedule 3.5. Such balance sheets (including any related notes and schedules) fairly present the consolidated financial position of SURGICOE as of their dates, and such other pro forma financial statements (including any related notes and schedulesthereto) set forth on the Parent Disclosure Schedule (the "Pro Forma Financials") fairly present in all material respects the consolidated results of operations or of the Purchased Business for the respective periods then ended. The Pro Forma Financials (including the notes thereto) (i) were prepared in accordance with the books of account and other information included therein financial records of SURGICOE ICG and its Subsidiaries for Subsidiaries, (ii) present fairly the periods or results of operations of the Purchased Business as of the dates therein set forththereof or for the periods covered thereby, in each case (iii) have been prepared in accordance with guidelines and accounting practices attached as notes thereto and (iv) include all adjustments that are necessary for a fair presentation of the consolidated financial condition of the Purchased Business and the results of the operations of the Purchased Business as of the dates thereof or for the periods covered thereby. The amounts set forth in the various line items of the Pro Forma Financials are accurately categorized in all material respects except as specified on Section 2.4(a) of the Parent Disclosure Schedule, it being acknowledged by the Selling Parties that Mpower has relied upon the accuracy of such Pro Forma Financials (including the various line items thereof) in entering into this Agreement and in agreeing to be responsible for expenses of the Purchased Business pursuant to the Interim Management Agreement. (b) The books of account and other financial records of ICG relating to the Purchased Business: (i) reflect all items of income and expense and all assets and liabilities required to be reflected therein in accordance with U.S. generally accepted accounting principles consistently applied during on a basis consistent with the periods involved, except (x) as to the interim unaudited statements, for normal year-end adjustments and only as such principles apply to interim unaudited statementspast practices of ICG, (yii) for certain leases that are treated as operating leases in said financial statement but which the parties have treated as debt in their calculations of the Closing Date Consideration all material respects complete and correct, and do not contain or reflect any material inaccuracies or discrepancies and (ziii) they do not include the footnotes required by generally accepted have been maintained in accordance with good business and accounting principles. Except as reflected or disclosed in the Balance Sheet or a Schedule attached hereto, other than liabilities of the type set forth in the Balance Sheet that are incurred since the Balance Sheet Date in the ordinary course of their respective businesses and liabilities incurred in connection with the proposed Merger or otherwise contemplated or permitted by this Agreement, neither SURGICOE nor any of its Subsidiaries is as of the date hereof subject to any material liability, including without limitation contingent liabilitiespractices.

Financial Statements; Liabilities. SURGICOE has previously furnished to USP (a) Copies of the unaudited consolidated balance sheets of SURGICOE and its Subsidiaries at December 31, 1999 and December 31, 2000, and the related consolidated statements of income for the fiscal years then ended, and (b) an unaudited consolidated balance sheet of SURGICOE and its Subsidiaries (the “Balance Sheet”) at December 31, 2001 (the “Balance Sheet Date”) and the related statements of income for the 12 months then ended. The Balance Sheet is OBI Financial Statements are attached hereto as Schedule 3.5SCHEDULE 5.7. Such balance sheets (including any related notes and schedules) fairly present the consolidated financial position of SURGICOE as of their datesThe OBI Audited Financial Statements have been audited by independent accountants in accordance with generally accepted auditing standards, and such other financial statements (including any related notes and schedules) fairly present the consolidated results of operations or other information included therein of SURGICOE and its Subsidiaries for the periods or as of the dates therein set forth, in each case have been prepared in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved, except (xas may be noted therein, and present fairly the financial position of OBI as of such dates and the results of operations and cash flow of OBI for the periods set forth therein. The OBI Interim Financial Statements have been compiled by a certified public accountant and have been prepared in accordance with GAAP consistently applied during the periods involved, except as set forth in SCHEDULE 5.7(A) as to the interim unaudited statements, and except for normal year-end audit adjustments that would not be material in amount or effect. Except as and only to the extent set forth on the OBI Latest Balance Sheet, including all notes thereto, OBI has no material liability or obligation of any nature (whether accrued, absolute, contingent or otherwise), except liabilities arising since the date of the OBI Latest Balance Sheet. (b) Except as set forth in SCHEDULE 5.7(A), the OBI Latest Balance Sheet includes appropriate reserves for all Taxes and other liabilities incurred as of such principles apply date but not yet payable. (c) Since the date of the OBI Latest Balance Sheet, there have been no changes that have had or are likely to interim unaudited statements, have a Material Adverse Effect on OBI. (yd) for certain leases The statements of income included in the OBI Financial Statements do not contain any income or revenue realized from products or services that are treated as operating leases in said financial statement but which the parties have treated as debt in their calculations of OBI would be prohibited or restricted from offering after the Closing Date Consideration and (z) they do not include the footnotes required by generally accepted accounting principles. Except as reflected or disclosed in the Balance Sheet or a Schedule attached hereto, other than liabilities of the type set forth in the Balance Sheet that are incurred since the Balance Sheet Date in the ordinary course of their respective businesses and liabilities incurred in connection with the proposed Merger or otherwise contemplated or permitted by this Agreement, neither SURGICOE nor any of its Subsidiaries is as of the date hereof subject pursuant to any covenant or provision in any material liability, including without limitation contingent liabilitiescontract to which OBI is a party.

Financial Statements; Liabilities. SURGICOE has previously furnished to USP (a) Attached as Schedule 3.5 are true and complete copies of the unaudited consolidated audited balance sheets sheet of SURGICOE and its Subsidiaries at the Company as of December 31, 1999 2000 (the December 31, 2000 balance sheet is hereinafter referred to as the "2000 Balance Sheet"), and the related audited statements of income, stockholders' equity and cash flow for the fiscal year ended December 31, 2000, together with the report thereon issued by PricewaterhouseCoopers LLP and together with the related consolidated statements of income for the fiscal years then ended, and (b) an unaudited consolidated balance sheet of SURGICOE and its Subsidiaries notes thereto (the “Balance Sheet”) at December 31"Audited Financial Statements"). Also attached as Schedule 3.5 are the unaudited financial statements, including balance sheet, statement of income, stockholder's equity and statement of cash flow, for and as of September 30, 2001 (the “Balance Sheet Date”) "Unaudited Financial Statements" and together with the Audited Financial Statements referred to herein collectively as the "Company Financial Statements"). The Company Financial Statements are in accordance with books and records of the Company, and fairly present, subject in the case of the Unaudited Financial Statements to year end audit adjustments and the related statements absence of income for footnotes, the 12 months then ended. The Balance Sheet is attached hereto as Schedule 3.5. Such balance sheets (including any related notes financial position, results of operations, stockholders' equity and schedules) fairly present changes in the consolidated financial position of SURGICOE as of their dates, and such other financial statements (including any related notes and schedules) fairly present the consolidated results of operations or other information included therein of SURGICOE and its Subsidiaries for the periods or Company as of the dates therein set forth, in each case and for the periods indicated in accordance with generally accepted accounting principles consistently applied during the periods involvedGAAP, except (x) as to indicated therein or in the interim unaudited statementsnotes thereto. The Company Financial Statements include all adjustments, which consist of only normal recurring accruals, necessary for normal yearsuch fair presentations. The statements of income included in the Company Financial Statements do not contain any items of special or non-end adjustments recurring income except as expressly identified therein, and only the balance sheets included in the Company Financial Statements do not reflect any write up or revaluation increasing the book value of any assets except as such principles apply to interim unaudited statements, (y) for certain leases that are treated as operating leases in said financial statement but which the parties have treated as debt in their calculations expressly identified therein. The books and accounts of the Closing Date Consideration Company are complete and (z) they do not include current and fairly reflect all of the footnotes required by generally accepted accounting principles. Except as reflected or disclosed in the Balance Sheet or a Schedule attached heretotransactions, other than items of income and expense and all assets and liabilities of the type set forth businesses of the Company consistent with prior practices of the Company. The Company does not have any liability of any nature whatsoever (whether known or unknown, due or to become due, accrued, absolute, contingent or otherwise), including, without limitation, any unfunded obligation under employee benefit plans or arrangements as described in Sections 3.16 and 3.17 hereof or liabilities for Taxes, except for liabilities reflected or reserved against in the Balance Sheet that are incurred since the Balance Sheet Date in the ordinary course of their respective businesses Unaudited Financial Statement and current liabilities incurred in connection with the proposed Merger or otherwise contemplated or permitted by this Agreement, neither SURGICOE nor any Ordinary Course of its Subsidiaries is as Business after the date of the date hereof subject to any material liability, including without limitation contingent liabilitiesUnaudited Financial Statements.

Financial Statements; Liabilities. SURGICOE has previously furnished to USP (ai) the unaudited consolidated balance sheets of SURGICOE and its Subsidiaries at December 31, 1999 and December 31, 2000, and the related consolidated statements of income for the fiscal years then ended, and (b) an unaudited consolidated balance sheet of SURGICOE and its Subsidiaries (the “Balance Sheet”) at December 31, 2001 (the “Balance Sheet Date”) and the related statements of income for the 12 months then ended. The Balance Sheet is attached hereto as Schedule 3.5. Such balance sheets (including any related notes and schedules) fairly present the consolidated financial position of SURGICOE as of their dates, and such other financial statements (including any related notes and schedules) fairly present the consolidated results of operations or other information included therein of SURGICOE and its Subsidiaries for the periods or as of the dates therein set forth, in each case LATOKA Financial Statements have been prepared in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein and present fairly the financial position of LATOKA at such dates and the results of operations and cash flow of LATOKA for the periods set forth therein (x) except, in the case of the LATOKA Interim Financial Statements, to normal year-end audit adjustments which would not be material in amount or effect). Except as and to the interim unaudited statementsextent set forth on the LATOKA Latest Balance Sheet, including all notes thereto, LATOKA does not have any material liability or obligation of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected on, or reserved against in, a balance sheet of LATOKA or in the notes thereto, prepared in accordance with generally accepted accounting principles consistently applied, except liabilities arising since the date of the LATOKA Latest Balance Sheet and as permitted by this Agreement and that are not material individually or in the aggregate. (ii) The LATOKA Latest Balance Sheet includes appropriate reserves for all Taxes and other liabilities incurred as of such date but not yet payable. (iii) Since the date of the LATOKA Latest Balance Sheet, there has been no change that has had or is likely to have a Material Adverse Effect on LATOKA. (iv) The statements of income included in the LATOKA Financial Statements do not contain any income or revenue realized from products or services that the Surviving Corporation would be prohibited or restricted from offering after the Effective Time pursuant to any covenant or provision in any material contract to which any member of the LATOKA is a party. (i) The LEL Audited Financial Statements have been audited by Simmons, Gainsford, chartered accountants, comply with the requirements of the Companies Xxx 0000, as amended (the "Act"), and have been prepared in accordance with the historic cost convention, all applicable statements of standard accounting practice and financial reporting standards and accounting principles and practices generally accepted in the United Kingdom and other applicable statutes and regulations, except as may be noted therein, and present fairly the financial position of LEL at such dates and the profit and loss accounts of LEL for the periods set forth therein (except, in the case of the LEL Interim Financial Statements, for normal year-end audit adjustments which would not be material in amount or effect). Except as and only as to the extent set forth on the LEL Latest Balance Sheet, including all notes thereto, LEL does not have any material liability or obligation of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected on, or reserved against in, a balance sheet of LEL or in the notes thereto, prepared in accordance with such principles apply to interim unaudited statements, (y) for certain leases that are treated as operating leases in said financial statement but which the parties have treated as debt in their calculations of the Closing Date Consideration and (z) they do not include the footnotes required by generally accepted accounting principles. Except as reflected or disclosed in principles consistently applied, except liabilities arising since the date of the LEL Latest Balance Sheet or a Schedule attached hereto, other than liabilities of the type set forth in the Balance Sheet that are incurred since the Balance Sheet Date in the ordinary course of their respective businesses and liabilities incurred in connection with the proposed Merger or otherwise contemplated or as permitted by this Agreement, neither SURGICOE nor any of its Subsidiaries is Agreement and that are not material individually or in the aggregate. (ii) The LEL Latest Balance Sheet includes appropriate reserves for all Taxes and other liabilities incurred as of such date but not yet payable. (iii) Since the date hereof subject of the LEL Latest Balance Sheet, there has been no change that has had or is likely to have a Material Adverse Effect on LEL. (iv) The statements of income included in the LEL Financial Statements do not contain any income or revenue realized from products or services that the Surviving Corporation would be prohibited or restricted from offering after the Effective Time pursuant to any covenant or provision in any material liability, including without limitation contingent liabilitiescontract to which any member of the LEL is a party.

Financial Statements; Liabilities. SURGICOE has previously furnished to USP (ai) the unaudited consolidated balance sheets of SURGICOE and its Subsidiaries at December 31, 1999 and December 31, 2000, and the related consolidated statements of income for the fiscal years then ended, and (b) an unaudited consolidated balance sheet of SURGICOE and its Subsidiaries (the “Balance Sheet”) at December 31, 2001 (the “Balance Sheet Date”) and the related statements of income for the 12 months then ended. The Balance Sheet is attached hereto as Schedule 3.5. Such balance sheets (including any related notes and schedules) fairly present the consolidated financial position of SURGICOE as of their dates, and such other financial statements (including any related notes and schedules) fairly present the consolidated results of operations or other information included therein of SURGICOE and its Subsidiaries for the periods or as of the dates therein set forth, in each case LATOKA Financial Statements have been prepared in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein and present fairly the financial position of LATOKA at such dates and the results of operations and cash flow of LATOKA for the periods set forth therein (x) except, in the case of the LATOKA Interim Financial Statements, to normal year-end audit adjustments which would not be material in amount or effect). Except as and to the interim unaudited statementsextent set forth on the LATOKA Latest Balance Sheet, including all notes thereto, LATOKA does not have any material liability or obligation of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected on, or reserved against in, a balance sheet of LATOKA or in the notes thereto, prepared in accordance with generally accepted accounting principles consistently applied, except liabilities arising since the date of the LATOKA Latest Balance Sheet and as permitted by this Agreement and that are not material individually or in the aggregate. (ii) The LATOKA Latest Balance Sheet includes appropriate reserves for all Taxes and other liabilities incurred as of such date but not yet payable. (iii) Since the date of the LATOKA Latest Balance Sheet, there has been no change that has had or is likely to have a Material Adverse Effect on LATOKA. (iv) The statements of income included in the LATOKA Financial Statements do not contain any income or revenue realized from products or services that the Surviving Corporation would be prohibited or restricted from offering after the Effective Time pursuant to any covenant or provision in any material contract to which any member of the LATOKA is a party. (i) The LEL Audited Financial Statements have been audited by Simmons, Gainsford, chartered accountants, comply with the requirements of the Companies Act 1985, as amended (the "Act"), and have been prepared in accordancx xxxx xhe historic cost convention, all applicable statements of standard accounting practice and financial reporting standards and accounting principles and practices generally accepted in the United Kingdom and other applicable statutes and regulations, except as may be noted therein, and present fairly the financial position of LEL at such dates and the profit and loss accounts of LEL for the periods set forth therein (except, in the case of the LEL Interim Financial Statements, for normal year-end audit adjustments which would not be material in amount or effect). Except as and only as to the extent set forth on the LEL Latest Balance Sheet, including all notes thereto, LEL does not have any material liability or obligation of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected on, or reserved against in, a balance sheet of LEL or in the notes thereto, prepared in accordance with such principles apply to interim unaudited statements, (y) for certain leases that are treated as operating leases in said financial statement but which the parties have treated as debt in their calculations of the Closing Date Consideration and (z) they do not include the footnotes required by generally accepted accounting principles. Except as reflected or disclosed in principles consistently applied, except liabilities arising since the date of the LEL Latest Balance Sheet or a Schedule attached hereto, other than liabilities of the type set forth in the Balance Sheet that are incurred since the Balance Sheet Date in the ordinary course of their respective businesses and liabilities incurred in connection with the proposed Merger or otherwise contemplated or as permitted by this Agreement, neither SURGICOE nor any of its Subsidiaries is Agreement and that are not material individually or in the aggregate. (ii) The LEL Latest Balance Sheet includes appropriate reserves for all Taxes and other liabilities incurred as of such date but not yet payable. (iii) Since the date hereof subject of the LEL Latest Balance Sheet, there has been no change that has had or is likely to have a Material Adverse Effect on LEL. (iv) The statements of income included in the LEL Financial Statements do not contain any income or revenue realized from products or services that the Surviving Corporation would be prohibited or restricted from offering after the Effective Time pursuant to any covenant or provision in any material liability, including without limitation contingent liabilitiescontract to which any member of the LEL is a party.