Common use of Financial Statements; Liabilities Clause in Contracts

Financial Statements; Liabilities. (a) Included in the Form 10-Q for the three months ended April 30, 2003 ("Form 10-Q") are the Company's consolidated unaudited balance sheet (the "Balance Sheet") as of April 30, 2003 (the "Balance Sheet Date"), and the consolidated unaudited statement of operations for the three-month period then ended ("Operating Statement"). Included in its annual report on Form 10-K for the year ended October 31, 2002 ("Annual Report") are the Company's consolidated audited balance sheets as of October 31, 2002 and the consolidated audited statements of operations, cash flow and changes of stockholders' equity for the period then ended, together with the related report of Kostin, Ruffkess & Company, LLC(a) , independent certified public ▇▇▇▇▇▇tants such year-end balance sheet, statement of operations, cash flow and changes of stockholders' equity and report, together with the Balance Sheet and Operating Statement, the "Financial Statements"). The Financial Statements (including any notes thereto): (i) are complete and correct in all material respects and are in accordance with the books and records of the Company; (ii) present fairly the consolidated financial condition, results of operations and cash flows of the Company and its subsidiaries at the respective dates therein specified and the results of operations and changes in financial position of the Company and its subsidiaries for the respective periods therein specified; and (iii) were prepared in accordance with generally accepted accounting principles applied on a basis consistent with prior accounting periods (except that the unaudited financial statements are subject to year-end audit adjustments which will not be material in amount and do not contain complete footnotes). (b) The Company has no liabilities or obligations of any nature, either actual or absolute, contingent or otherwise, which are not reflected or provided for in the Financial Statements or related notes. (i) Changes. Since October 31, 2002, except as disclosed in SEC Filings, including without limitation, the Form 10-Q and current reports on Form 8-K or the Annual Report, or through direct disclosure to Purchaser during this due diligence period, there has been no event which was has had, or could reasonably be expected to have, a Material Adverse Effect. Since the Balance Sheet Date, the Company has conducted its business in all material respects in the ordinary course consistent with past practices, and without limiting the generality of the foregoing, other than those items disclosed to the Purchaser during the due diligence process, there has not been any: (1) change, occurrence or circumstance in or affecting the business, assets, liabilities, financial condition, operations or prospects of the Company or any of its subsidiaries that has had or may reasonably be expected to have a Material Adverse Effect; (2) resignation or termination of any key officers, employees or consultants of the Company or any of its subsidiaries; (3) material change, except in the ordinary course of business, in the contingent obligations of the Company or any of its subsidiaries by way of guaranty, endorsement, indemnity, warranty or otherwise which has had or may reasonably be expected to have a Material Adverse Effect; (4) damage, destruction or loss, whether or not covered by insurance, that has had or may reasonably be expected to have a Material Adverse Effect on the Company; (5) waiver by the Company or any of its subsidiaries of a material right or of a material debt owed to any of them which has had or may reasonably be expected to have a Material Adverse Effect; (6) direct or indirect loans or advances made by the Company or any of its subsidiaries to any stockholder, employee, consultant, officer, director or Affiliate of the Company or any of its subsidiaries in violation of Section 402 of the Sarbanes-Oxley Act of 2002; (7) materia▇ ▇▇▇▇▇▇ ▇▇ ▇▇y compensation arrangement or agreement with any employee, consultant, officer, director or shareholder has had or may reasonably be expected to have a Material Adverse Effect; (8) declaration or payment of any dividend or other distribution of assets of the Company or any of its subsidiaries or any direct or indirect redemption, purchase, retirement or other acquisition of any shares of its capital stock has had or may reasonably be expected to have a Material Adverse Effect; (9) debt, obligation or liability incurred, assumed or guaranteed by the Company or any of its subsidiaries, except those for amounts not exceeding $250,000 in the aggregate or for current liabilities incurred in the ordinary course of business; (10) sale, assignment or transfer of any of the assets or rights of the Company or any of its subsidiaries (other than the sale of their respective inventory in the ordinary course of business), including patents, trademarks, copyrights, trade secrets or other intangible assets or intellectual property, or any mortgage or pledge of or Lien imposed upon any of the assets or properties of the Company or any of its subsidiaries, except in the ordinary course of business except any such sales, assignments, transfers, mortgages, pledges or liens which, in the aggregates, have had, or may reasonably be expected to have, a Material Adverse Effect; (11) change in or event of default under any material agreement to which the Company or any of its subsidiaries is a party or by which any of them is bound which modification or event of default has had or may reasonably be expected to have, a Material Adverse Effect; (12) purchase or other acquisition of any operating business or a material amount of assets or the capital stock of any other Person; or (13) other event or condition of any character that, either individually or cumulatively, has had or may reasonably be expected to have a Material Adverse Effect.

Financial Statements; Liabilities. (a) Included in Attached as Exhibit 3.23 to the Form 10-Q for the three months ended April 30, 2003 ("Form 10-Q") Disclosure Schedule are the Company's consolidated ’s unaudited financial statements (balance sheet (the "Balance Sheet") as of April 30sheet, 2003 (the "Balance Sheet Date"), and the consolidated unaudited statement of operations for the three-month period then ended ("Operating Statement"). Included in its annual report on Form 10-K for the year ended October 31, 2002 ("Annual Report") are the Company's consolidated audited balance sheets as of October 31, 2002 and the consolidated audited statements of operations, stockholders equity and cash flow flows, without footnotes) as of, and changes of stockholders' equity for for, the period then 12 months and three months ended, together with the related report of Kostin(i) December 31, Ruffkess & Company2010 and (ii) March 31, LLC(a) 2011, independent certified public ▇▇▇▇▇▇tants such year-end balance sheet, statement of operations, cash flow and changes of stockholders' equity and report, together with the Balance Sheet and Operating Statementrespectively (collectively, the "“Financial Statements"”). The Financial Statements (including any notes thereto): (i) are complete have been prepared in good faith using reasonable estimates and correct assumptions that provide a reasonable basis for presenting the historical basis of assets and liabilities of the Company, (ii) give appropriate effect to such assumptions, and (iii) present fairly in all material respects the financial condition and are in accordance with the books and records of the Company; (ii) present fairly the consolidated financial condition, results of operations and cash flows of the Company as of such dates and its subsidiaries at for such periods on the respective dates therein specified and the results basis of operations and changes in financial position of the Company and its subsidiaries for the respective periods therein specified; and (iii) were such assumptions. The Financial Statements have been prepared in accordance with generally accepted accounting principles GAAP, applied on a consistent basis throughout the periods indicated and with each other, present fairly the financial condition and results of operations of the Company for each such period, are correct and complete, and are consistent with prior accounting periods (except the books and records of the Company, which books and records are correct and complete; provided, however, that the unaudited quarterly financial statements are subject to normal year-end audit adjustments adjustments, which will not be material individually or in amount the aggregate. Except as set forth in the Financial Statements, the Company has no Liabilities or other obligations, contingent or otherwise, other than (i) Liabilities incurred either in the ordinary course of business consistent with past practice subsequent to March 31, 2011 (none of which Liabilities results from, arises out of, relates to, is in the nature of or was caused by any breach of contract, accelerated payment, breach of warranty, tort infringement or violation of any applicable Law) or in connection with the negotiation of this Agreement, and do (ii) obligations under Contracts incurred in the ordinary course of business consistent with past practice, all of which Liabilities and obligations referred to in the foregoing clauses (i) and (ii), individually or in the aggregate, are not contain complete footnotesmaterial to the business, operations, Assets, condition (financial or otherwise), results of operations or prospects of the Company. (b) The Company has no liabilities or obligations of any naturebooks and records, either actual or absolute, contingent or financial and otherwise, which are not reflected or provided for in the Financial Statements or related notes. (i) Changes. Since October 31, 2002, except as disclosed in SEC Filings, including without limitation, the Form 10-Q and current reports on Form 8-K or the Annual Report, or through direct disclosure to Purchaser during this due diligence period, there has been no event which was has had, or could reasonably be expected to have, a Material Adverse Effect. Since the Balance Sheet Date, of the Company has conducted its business are in all material respects complete and correct and have been maintained in accordance with good business and accounting practices. (c) The Company has not engaged in any monetary transaction, maintained any bank account or used any corporate funds except for monetary transactions, bank accounts or funds which have been and are reflected in the ordinary course consistent with past practices, books and without limiting the generality records of the foregoing, other than those items disclosed to the Purchaser during the due diligence process, there has not been any: (1) change, occurrence or circumstance in or affecting the business, assets, liabilities, financial condition, operations or prospects of the Company or any of its subsidiaries that has had or may reasonably be expected to have a Material Adverse Effect; (2) resignation or termination of any key officers, employees or consultants of the Company or any of its subsidiaries; (3) material change, except in the ordinary course of business, in the contingent obligations of the Company or any of its subsidiaries by way of guaranty, endorsement, indemnity, warranty or otherwise which has had or may reasonably be expected to have a Material Adverse Effect; (4) damage, destruction or loss, whether or not covered by insurance, that has had or may reasonably be expected to have a Material Adverse Effect on the Company; (5) waiver by the Company or any of its subsidiaries of a material right or of a material debt owed to any of them which has had or may reasonably be expected to have a Material Adverse Effect; (6) direct or indirect loans or advances made by the Company or any of its subsidiaries to any stockholder, employee, consultant, officer, director or Affiliate of the Company or any of its subsidiaries in violation of Section 402 of the Sarbanes-Oxley Act of 2002; (7) materia▇ ▇▇▇▇▇▇ ▇▇ ▇▇y compensation arrangement or agreement with any employee, consultant, officer, director or shareholder has had or may reasonably be expected to have a Material Adverse Effect; (8) declaration or payment of any dividend or other distribution of assets of the Company or any of its subsidiaries or any direct or indirect redemption, purchase, retirement or other acquisition of any shares of its capital stock has had or may reasonably be expected to have a Material Adverse Effect; (9) debt, obligation or liability incurred, assumed or guaranteed by the Company or any of its subsidiaries, except those for amounts not exceeding $250,000 in the aggregate or for current liabilities incurred in the ordinary course of business; (10) sale, assignment or transfer of any of the assets or rights of the Company or any of its subsidiaries (other than the sale of their respective inventory in the ordinary course of business), including patents, trademarks, copyrights, trade secrets or other intangible assets or intellectual property, or any mortgage or pledge of or Lien imposed upon any of the assets or properties of the Company or any of its subsidiaries, except in the ordinary course of business except any such sales, assignments, transfers, mortgages, pledges or liens which, in the aggregates, have had, or may reasonably be expected to have, a Material Adverse Effect; (11) change in or event of default under any material agreement to which the Company or any of its subsidiaries is a party or by which any of them is bound which modification or event of default has had or may reasonably be expected to have, a Material Adverse Effect; (12) purchase or other acquisition of any operating business or a material amount of assets or the capital stock of any other Person; or (13) other event or condition of any character that, either individually or cumulatively, has had or may reasonably be expected to have a Material Adverse Effect.

Financial Statements; Liabilities. (a) Included in The Company has heretofore furnished Purchaser with copies of the Form 10-Q following audited financial statements of the Company: (i) balance sheet as at December 31, 2004; (ii) statements of operations for each of the three months years ended April 30on 2002, 2003 and 2004; ("Form 10-Q"iii) are the Company's consolidated unaudited a balance sheet (the "“Reference Balance Sheet"”) as of April 30at December 31, 2003 2004 (the "“Reference Balance Sheet Date"”), ; and the consolidated (iv) an unaudited statement of operations for the three-month period then ended ("Operating Statement"). Included in its annual report on Form 10-K for the year ended October 31, 2002 ("Annual Report") are the Company's consolidated audited balance sheets sheet dated as of October 31, 2002 and the consolidated audited Closing Date (“Closing Balance Sheet”) (copies of all financial statements of operations, cash flow and changes of stockholders' equity for the period then ended, together with the related report of Kostin, Ruffkess & Company, LLC(a) , independent certified public ▇▇▇▇▇▇tants such year-end balance sheet, statement of operations, cash flow and changes of stockholders' equity and report, together with the Balance Sheet and Operating Statement, the "Financial Statements"). The Financial Statements (including any notes thereto): Company referred to in clauses (i) through (iv) above are set forth in Schedule 3.4(a) to the Company and Company Stockholders Disclosure Schedule and are referred to herein as the “Company Financial Statements.”) Except as set forth in Schedule 3.4(a) to the Company and Company Stockholders Disclosure Schedule, all Company Financial Statements are complete and correct in all material respects and are were prepared in accordance with GAAP, consistently applied throughout the books periods indicated, have been prepared based on the Books and records Records of the Company; (ii) , and present fairly the consolidated financial condition, results of operations and cash flows of the Company and its subsidiaries at the respective dates therein specified and the results of operations and changes in financial position of the Company at such dates and the results of its subsidiaries operations and cash flows for the respective periods therein specified; and (iii) were prepared then ended, subject to normal year end adjustments made in accordance with generally accepted accounting principles applied on a basis consistent with prior accounting periods (except that the unaudited financial statements GAAP and to such inaccuracies, if any, which are subject to year-end audit adjustments which will not be material in amount and do not contain complete footnotes)nature or amount. (b) The There are no Liabilities of or against the Company has no liabilities or obligations of any naturenature (accrued, either actual absolute or absolutecontingent, contingent or otherwise, which are not known) except: (i) as and to the extent reflected or provided for reserved against on the Closing Balance Sheet; (ii) as set forth in Schedule 3.4(b) to the Company and Company Stockholders Disclosure Schedule; (iii) those that are individually, and in the Financial Statements aggregate, not material and were incurred since the Reference Balance Sheet Date in the ordinary course of business consistent with prior practice, and reflected on the Closing Balance Sheet; and (iv) open purchase or related notessales orders or agreements for delivery of goods and services in the ordinary course of business consistent with prior practice. (ic) Changes. Since October 31As of the 31st of December, 2002, except 2004 and as disclosed in SEC Filings, including without limitation, of the Form 10-Q and current reports on Form 8-K or the Annual Report, or through direct disclosure to Purchaser during this due diligence period, there has been no event which was has had, or could reasonably be expected to have, a Material Adverse Effect. Since the Balance Sheet Closing Date, the Company has conducted its business outstanding accounts receivable (“Accounts Receivable”) and outstanding accounts payable (“Accounts Payable”) are and will be as set forth in all material respects Schedule 3.4(c) to the Company and Company Stockholders Disclosure Schedule, which shall include with respect to each of the Accounts Receivable the account debtor’s name, amount due, and number of days outstanding for each such debtor, and with respect to each of the Accounts Payable shall include the vendor’s name, amount owed, and number of days outstanding for each such vendor. (d) All Accounts Receivable arose in the ordinary course consistent with past practices, of business and without limiting the generality of reserves for bad debts set forth on the foregoing, other than those items disclosed to Company’s Closing Financial Statements are adequate in the Purchaser during the due diligence process, there has not been any: (1) change, occurrence or circumstance in or affecting the business, assets, liabilities, financial condition, operations or prospects opinion of the Company or and the Company’s Stockholders subject to any of its subsidiaries that has had or may reasonably be expected reserves for bad debt accounts as set forth on the Company’s Closing Financial Statements, are to have a Material Adverse Effect; (2) resignation or termination of any key officers, employees or consultants the knowledge of the Company or any of its subsidiaries; (3) material change, except and the Company Stockholders fully collectible in the ordinary course of business, in without resort to litigation, at the contingent obligations face amount thereof and will not be subject to counterclaim, set-off or other reduction the impact of the Company or any of its subsidiaries by way of guaranty, endorsement, indemnity, warranty or otherwise which has had or may reasonably be expected to would have a Material Adverse Effect; (4) damage, destruction or loss, whether or not covered by insurance, that has had or may reasonably be expected to have a Material Adverse Effect on the Company; (5) waiver by the Company or any of its subsidiaries of a material right or of a material debt owed to any of them which has had or may reasonably be expected to have a Material Adverse Effect; (6) direct or indirect loans or advances made by the Company or any of its subsidiaries to any stockholder, employee, consultant, officer, director or Affiliate of the Company or any of its subsidiaries in violation of Section 402 of the Sarbanes-Oxley Act of 2002; (7) materia▇ ▇▇▇▇▇▇ ▇▇ ▇▇y compensation arrangement or agreement with any employee, consultant, officer, director or shareholder has had or may reasonably be expected to have a Material Adverse Effect; (8) declaration or payment of any dividend or other distribution of assets of the Company or any of its subsidiaries or any direct or indirect redemption, purchase, retirement or other acquisition of any shares of its capital stock has had or may reasonably be expected to have a Material Adverse Effect; (9) debt, obligation or liability incurred, assumed or guaranteed by the Company or any of its subsidiaries, except those for amounts not exceeding $250,000 in the aggregate or for current liabilities incurred in the ordinary course of business; (10) sale, assignment or transfer of any of the assets or rights of the Company or any of its subsidiaries (other than the sale of their respective inventory in the ordinary course of business), including patents, trademarks, copyrights, trade secrets or other intangible assets or intellectual property, or any mortgage or pledge of or Lien imposed upon any of the assets or properties of the Company or any of its subsidiaries, except in the ordinary course of business except any such sales, assignments, transfers, mortgages, pledges or liens which, in the aggregates, have had, or may reasonably be expected to have, a Material Adverse Effect; (11) change in or event of default under any material agreement to which the Company or any of its subsidiaries is a party or by which any of them is bound which modification or event of default has had or may reasonably be expected to have, a Material Adverse Effect; (12) purchase or other acquisition of any operating business or a material amount of assets or the capital stock of any other Person; or (13) other event or condition of any character that, either individually or cumulatively, has had or may reasonably be expected to have a Material Adverse Effect.

Financial Statements; Liabilities. (a) Included The financial statements of the Company contained in the Form 10-Q for the three months ended April 30, 2003 ("Form 10-Q") are the Company's consolidated unaudited balance sheet (the "Balance Sheet") as of April 30, 2003 (the "Balance Sheet Date"), and the consolidated unaudited statement of operations for the three-month period then ended ("Operating Statement"). Included in its annual report on Form 10-K for the year ended October 31, 2002 ("Annual Report") are the Company's consolidated audited balance sheets as of October 31, 2002 and the consolidated audited statements of operations, cash flow and changes of stockholders' equity for the period then ended, together with the related report of Kostin, Ruffkess & Company, LLC(a) , independent certified public ▇▇▇▇▇▇tants such year-end balance sheet, statement of operations, cash flow and changes of stockholders' equity and report, together with the Balance Sheet and Operating Statement, the "Financial Statements"). The Financial Statements (including any notes thereto): (i) are complete and correct Company SEC Reports present fairly in all material respects and are in accordance with the books and records of the Company; (ii) present fairly the consolidated financial condition, condition and the consolidated results of operations operations, changes in stockholders’ equity and cash flows flow of the Company and its subsidiaries consolidated Acquired Companies as at the respective dates therein specified of and the results of operations and changes in financial position of the Company and its subsidiaries for the respective periods therein specifiedreferred to in such financial statements; and (iii) were all of such statements have been prepared in accordance with generally accepted accounting principles GAAP, consistently applied on a basis consistent with prior accounting periods (except that as disclosed in the unaudited notes to such financial statements are subject statements), and Regulation S-X of the SEC, subject, in the case of interim financial statements, to normal year-end audit adjustments the effect of which will would not reasonably be material expected to have a Company Material Adverse Effect and the omission of notes to the extent permitted by Regulation S-X of the SEC (the consolidated balance sheet included in amount and do not contain complete footnotesthe 2004 Draft 10-K is the “Balance Sheet”). (b) The Except to the extent accrued or reserved on the Balance Sheet or disclosed in the notes thereto, no Acquired Company has no liabilities any liability or obligations obligation of any naturenature (whether accrued, either actual or absolute, contingent or otherwise, which are not reflected or provided for in the Financial Statements or related notes. (i) Changes. Since October 31, 2002, except as disclosed in SEC Filings, including without limitation, the Form 10-Q and current reports on Form 8-K or the Annual Report, or through direct disclosure to Purchaser during this due diligence period, there has been no event which was has had, or could reasonably be expected to have, a Material Adverse Effect. Since the Balance Sheet Date, the Company has conducted its business in all material respects in the ordinary course consistent with past practices, and without limiting the generality of the foregoing, other than those items disclosed to the Purchaser during the due diligence process, there has not been any: (1) change, occurrence or circumstance in or affecting the business, assets, liabilities, financial condition, operations or prospects of the Company or any of its subsidiaries that has had or may would reasonably be expected to have a Company Material Adverse Effect; (2) resignation or termination of any key officers, employees or consultants of the Company or any of its subsidiaries; (3) material change, except in the ordinary course of business, in the contingent obligations of the Company or any of its subsidiaries by way of guaranty, endorsement, indemnity, warranty or otherwise which has had or may reasonably be expected to have a Material Adverse Effect; for those (4i) damage, destruction or loss, whether or not covered by insurance, that has had or may reasonably be expected to have a Material Adverse Effect on the Company; (5) waiver by the Company or any of its subsidiaries of a material right or of a material debt owed to any of them which has had or may reasonably be expected to have a Material Adverse Effect; (6) direct or indirect loans or advances made by the Company or any of its subsidiaries to any stockholder, employee, consultant, officer, director or Affiliate of the Company or any of its subsidiaries in violation of Section 402 of the Sarbanes-Oxley Act of 2002; (7) materia▇ ▇▇▇▇▇▇ ▇▇ ▇▇y compensation arrangement or agreement with any employee, consultant, officer, director or shareholder has had or may reasonably be expected to have a Material Adverse Effect; (8) declaration or payment of any dividend or other distribution of assets of the Company or any of its subsidiaries or any direct or indirect redemption, purchase, retirement or other acquisition of any shares of its capital stock has had or may reasonably be expected to have a Material Adverse Effect; (9) debt, obligation or liability incurred, assumed or guaranteed by the Company or any of its subsidiaries, except those for amounts not exceeding $250,000 in the aggregate or for current liabilities incurred in the ordinary course of business; (10) sale, assignment or transfer of any of the assets or rights of the Company or any of its subsidiaries (other than the sale of their respective inventory in the ordinary course of business), including patents, trademarks, copyrights, trade secrets or other intangible assets or intellectual property, or any mortgage or pledge of or Lien imposed upon any of the assets or properties of the Company or any of its subsidiaries, except arising in the ordinary course of business except any such salesconsistent with past practice since January 29, assignments2005 (the “Balance Sheet Date”), transfers(ii) incurred in connection with this Agreement and the transactions contemplated hereby, mortgages, pledges or liens which, (iii) set forth in the aggregates, have had, Company Disclosure Letter or may reasonably be expected to have, a Material Adverse Effect; (11iv) change in arising out of or event of default under any material agreement Contracts to which the any Acquired Company or any of its subsidiaries is a party (other than liabilities or by which any of them is bound which modification obligations that have arisen from the breach or event of default has had or may reasonably be expected to have, a Material Adverse Effect;violation thereof). (12c) purchase Except for the Merrimack Swap Agreement or as reflected on the Balance Sheet, as of the date hereof, none of the Acquired Companies (i) has any obligations constituting Indebtedness other acquisition of any operating business or a material amount of assets than obligations owing under the Existing Credit Facility, the Merrimack Loan Agreement or the capital stock of Mexico Lease or (ii) is party to any other Person; or (13) other event or condition of any character that, either individually or cumulatively, has had or may reasonably be expected to have a Material Adverse EffectHedge Contract.

Financial Statements; Liabilities. (a) Included in Attached to Section 3.8(a) of the Form 10-Q Disclosure Schedule are correct and complete copies of the Company’s (i) reviewed balance sheet of the Company as of December 31, 2019, and the related statements of income, stockholders’ equity and cash flows for the three months year ending December 31, 2019; (ii) audited balance sheets of the Company as of December 31, 2020 and December 31, 2021 and statements of income, statement of changes in stockholders’ equity and statements of cash flows of the Company at or for the fiscal years ended April 30December 31, 2003 2020 and December 31, 2021 ("Form 10-Q"the “Audited Financial Statements”), and (iii) are the Company's consolidated an unaudited balance sheet (of the "Balance Sheet") as of April 30, 2003 (the "Balance Sheet Date"), and the consolidated unaudited statement of operations for the three-month period then ended ("Operating Statement"). Included in its annual report on Form 10-K for the year ended October 31, 2002 ("Annual Report") are the Company's consolidated audited balance sheets Company as of October 31, 2002 2022 (the “Most Recent Balance Sheet”) and statement of income of the consolidated audited statements of operations, cash flow and changes of stockholders' equity Company for the nine-month period then endedended October 31, 2022 (the “Interim Financial Statements” and together with the related report of Kostin, Ruffkess & Company, LLC(a) , independent certified public ▇▇▇▇▇▇tants such year-end balance sheet, statement of operations, cash flow and changes of stockholders' equity and report, together with the Balance Sheet and Operating StatementAudited Financial Statements, the "“Company Financial Statements"”). The Company Financial Statements (including any notes thereto): (i) are complete and correct in all material respects and are have been prepared in accordance with the books and records of the Company; (ii) present Company and in accordance with GAAP in all material respects applied on a consistent basis throughout the periods indicated, and fairly represent in all material respects the consolidated financial condition, results of operations operation, changes in equity and cash flows flow of the Company as of and its subsidiaries at the respective for such dates therein specified and the results of operations and changes in financial position of the Company and its subsidiaries for the respective such periods therein specified; and (iii) were prepared in accordance with generally accepted accounting principles applied on a basis consistent with prior accounting periods (then ending, except that the unaudited financial statements Interim Financial Statements may not contain all footnotes required by GAAP, are subject to normal year-end audit adjustments (which will are not be material materially different, individually or in amount the aggregate, than prior year end adjustments), and do are not contain complete footnotes). in compliance with GAAP as set forth on Section 3.8(a)(iii) of the Disclosure Schedule. (b) There are no, and since the Lookback Date have been no, off-balance sheet arrangements by the Company. The Company has no maintains accurate books and records reflecting the assets and liabilities or obligations of any nature, either actual or absolute, contingent or otherwise, which are not reflected or provided for in the Financial Statements or related notes. Company and maintains adequate internal accounting controls that provide assurance that (i) Changes. Since October 31, 2002, except as disclosed in SEC Filings, including without limitation, the Form 10-Q and current reports on Form 8-K or the Annual Report, or through direct disclosure to Purchaser during this due diligence period, there has been no event which was has had, or could reasonably be expected to have, a Material Adverse Effect. Since the Balance Sheet Date, the Company has conducted its business in all material respects in maintains no off the ordinary course consistent with past practices, book accounts and without limiting that the generality of the foregoing, other than those items disclosed to the Purchaser during the due diligence process, there has not been any: (1) change, occurrence or circumstance in or affecting the business, assets, liabilities, financial condition, operations or prospects of the Company or any of its subsidiaries that has had or may reasonably be expected to have a Material Adverse Effect; (2) resignation or termination of any key officers, employees or consultants of the Company or any of its subsidiaries; (3) material change, except in the ordinary course of business, in the contingent obligations of the Company or any of its subsidiaries by way of guaranty, endorsement, indemnity, warranty or otherwise which has had or may reasonably be expected to have a Material Adverse Effect; (4) damage, destruction or loss, whether or not covered by insurance, that has had or may reasonably be expected to have a Material Adverse Effect on the Company; (5) waiver by the Company or any of its subsidiaries of a material right or of a material debt owed to any of them which has had or may reasonably be expected to have a Material Adverse Effect; (6) direct or indirect loans or advances made by the Company or any of its subsidiaries to any stockholder, employee, consultant, officer, director or Affiliate of the Company or any of its subsidiaries in violation of Section 402 of the Sarbanes-Oxley Act of 2002; (7) materia▇ ▇▇▇▇▇▇ ▇▇ ▇▇y compensation arrangement or agreement with any employee, consultant, officer, director or shareholder has had or may reasonably be expected to have a Material Adverse Effect; (8) declaration or payment of any dividend or other distribution of assets of the Company or any of its subsidiaries or any direct or indirect redemption, purchase, retirement or other acquisition of any shares of its capital stock has had or may reasonably be expected to have a Material Adverse Effect; (9) debt, obligation or liability incurred, assumed or guaranteed by are used only in accordance with the Company or any of its subsidiaries, except those for amounts not exceeding $250,000 in the aggregate or for current liabilities incurred in the ordinary course of business; management directives; (10ii) sale, assignment or transfer of any transactions are executed with management’s authorization; (iii) transactions are recorded as necessary to permit preparation of the assets or rights financial statements of the Company or any Company; and (iv) accounts, notes and other receivables and inventory are recorded accurately, and proper and adequate procedures are implemented to effect the collection of its subsidiaries (accounts, notes and other than the sale of their respective inventory in the ordinary course of business), including patents, trademarks, copyrights, trade secrets or other intangible assets or intellectual property, or any mortgage or pledge of or Lien imposed upon any of the assets or properties of the Company or any of its subsidiaries, except in the ordinary course of business except any such sales, assignments, transfers, mortgages, pledges or liens which, in the aggregates, have had, or may reasonably be expected to have, receivables on a Material Adverse Effect; (11) change in or event of default under any material agreement to which the Company or any of its subsidiaries is a party or by which any of them is bound which modification or event of default has had or may reasonably be expected to have, a Material Adverse Effect; (12) purchase or other acquisition of any operating business or a material amount of assets or the capital stock of any other Person; or (13) other event or condition of any character that, either individually or cumulatively, has had or may reasonably be expected to have a Material Adverse Effecttimely basis.