Common use of Financial Statements; Liabilities Clause in Contracts

Financial Statements; Liabilities. (a) Seller has delivered to Purchaser copies of the audited financial statements of the Subject Company at and for the years ended April 30, 1999, 2000 and 2001, together with the related schedules and notes, and the unaudited restated income statement and balance sheet of the Subject Company as of January 31, 2002 (the "Financial Statements"). The Financial Statements fairly present in conformity with United States generally accepted accounting principles ("GAAP"), applied on a consistent basis, the financial condition of the Subject Company at the dates thereof and the results of its operations and changes in financial condition for the periods then ended, subject, in the case of the unaudited restated income statement and balance sheet of the Subject Company as of January 31, 2002, to customary year-end adjustments, including, without limitation, true-up to physical inventory, actuarial reports and tax provision. (b) As of January 31, 2002, the Subject Company did not have any liabilities or obligations required to be reflected in its financial statements (collectively, "Liabilities" and individually, a "Liability"), that were not reflected or reserved against in the unaudited restated balance sheet of the Subject Company as of January 31, 2002 or disclosed or provided for in the notes thereto, other than Liabilities that would not reasonably be expected to have a Material Adverse Effect and subject to customary year-end adjustments, including, without limitation, actuarial reports and tax provision. Since October 31, 2001, the Subject Company has not incurred any Liability except Liabilities that (i) were incurred in the ordinary and usual course consistent with the Subject Company's past practice or (ii) do not have a Material Adverse Effect on the financial condition of the Subject Company. (c) Since October 31, 2001, the Subject Company has conducted its businesses only in the ordinary and usual course in substantially the same manner as previously conducted, has not taken any of the actions described in subparagraphs (b) through (h) of Section 4.1 of this Agreement and has not undergone or suffered any change in its financial condition or results of operations that would reasonably be expected to have a Material Adverse Effect.

Financial Statements; Liabilities. (a) Seller has delivered to Purchaser copies of the audited financial statements of the Subject Company at and for the years ended April 30, 1999, 2000 and 2001, together Sellers have furnished Buyer with the related schedules Company's audited balance sheets as at March 31, 1995, and notesMarch 31, 1996 (the later of such dates being hereinafter referred to as the "Balance Sheet Date"), and the unaudited restated Company's audited income statement and balance sheet statements for each of the Subject Company as of January two years ended March 31, 2002 1996 (the "Company's Financial Statements"). The Company's Financial Statements fairly present have been prepared from the books and records of the Company in conformity accordance with United States generally accepted accounting principles ("GAAP"), applied on a consistent basis, basis during the periods involved and fairly present the financial condition position of the Subject Company as at the dates thereof and the results of its operations and changes in financial condition for the periods then ended, subject, in the case of the unaudited restated income statement and balance sheet of the Subject Company as of January 31, 2002, to customary year-end adjustments, including, without limitation, true-up to physical inventory, actuarial reports and tax provisionpresented. (b) As Sellers have furnished Buyer with the Company's statement of January accounts receivable and trade payables as at December 31, 20021996 and shall, the Subject Company did not have any liabilities or obligations required at earliest practicable time, provide to be reflected in its financial statements (collectively, "Liabilities" and individually, a "Liability"), that were not reflected or reserved against in Buyer the unaudited restated balance sheet of the Subject Company as of January March 31, 2002 or disclosed or provided 1997, and the Company's unaudited income statement for in the notes thereto, other than Liabilities that would not reasonably be expected to have a Material Adverse Effect and subject to customary year-end adjustments, including, without limitation, actuarial reports and tax provision. Since October year ended March 31, 2001, 1997 (the Subject Company has not incurred any Liability except Liabilities that (i) were incurred in the ordinary and usual course consistent with the Subject "Company's past practice or (ii) do not have 1996 Financial Statements"). The Company's 1996 Financial Statements will be prepared from the books and records of the Company in accordance with generally accepted accounting principles applied on a Material Adverse Effect on consistent basis and will fairly present the financial condition position of the Subject CompanyCompany as at March 31, 1997, and the results of its operations for the year ended March 31, 1997. (c) Since October The Company has no outstanding Liabilities other than those set forth in the balance sheet dated March 31, 20011996, the Subject Company has conducted its businesses only and those incurred in the ordinary and usual course of business since March 31, 1996. (a) any change in substantially any method of accounting or accounting practice by the same manner as previously conducted, has not taken any of the actions described in subparagraphs Company; (b) through (h) of Section 4.1 of this Agreement and any material adverse change or event that has not undergone had or suffered any change in its may have a material adverse effect on the Business, the Business Assets, or the financial condition or prospects (financial or otherwise) of the Company; (c) any declaration, setting aside or payment of any dividend or other distribution with respect to any shares of the Company, or any grant to any executive officer or other employee of the Company of any increase in compensation or in severance or termination pay; (i) any incurrence, assumption or guarantee by the Company of any Liability, or (ii) the making of any loan, advance or capital contribution by the Company to, or investment in, any Person; (e) any termination or failure to renew, or any threat to terminate or fail to renew, any Contract that is or was material to the Business, or the Business Assets, prospects, condition (financial or otherwise) or the results of operations that would reasonably be expected to have a Material Adverse Effectoperation of the Company; or (f) any sale, transfer or disposition of assets or any material Contract entered into by the Company.

Financial Statements; Liabilities. (a) Seller has delivered to Purchaser copies of Attached hereto as Schedule 3.6 are the audited financial statements (including balance sheets and statements of the Subject Company at operations) of DDI LLC for December 31, 2006 and for 2005 and the years ended April 30, 1999, 2000 and 2001, together with the related schedules and notesthen ended, and the unaudited restated income statement financial statements (including balance sheets and balance sheet statements of the Subject Company as operations) of January DDI LLC for March 31, 2002 2008 and December 31, 2007 and the three and twelve months then ended, respectively (collectively, the "“Financial Statements"). ”): The Financial Statements fairly present were in conformity each case prepared in accordance with United States generally accepted accounting principles ("“GAAP"”), consistently applied on a consistent basisthroughout the periods presented without modification of the accounting principles used in the preparation thereof throughout the periods presented. The Financial Statements (i) are in accordance with the books and records of the Company, and (ii) present fairly the financial condition and results of operations of the Subject Company at as of the dates thereof and the results of its operations and changes in financial condition for the periods then ended, subject, in the case of the unaudited restated income statement and balance sheet of the Subject Company as of January 31, 2002, to customary year-end adjustments, including, without limitation, true-up to physical inventory, actuarial reports and tax provisionindicated. (b) As The Company and DDI LLC each has in place a system of January 31, 2002, internal accounting controls that is sufficient to provide reasonable assurance regarding the Subject Company did not have any liabilities or obligations required to be reflected in its reliability of the Company’s and DDI LLC’s financial statements (collectively, "Liabilities" and individually, a "Liability"including the Financial Statements), including reasonable assurance that were transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and that receipts and expenditures are being made only in accordance with authorizations of management (such systems and processes are herein referred to as the “Controls”). Neither the Company’s employees nor the Company’s independent auditors have identified or made the Company aware of any complaint, allegation, deficiency, assertion or claim, whether written or oral, regarding the Controls or the Financial Statements. To the Company’s Knowledge, there have been no instances of fraud, whether or not reflected or reserved against material, that occurred during any period covered by the Financial Statements. The Company and DDI LLC each have in the unaudited restated balance sheet of the Subject Company as of January 31, 2002 or disclosed or provided for in the notes thereto, other than Liabilities that would not reasonably be expected to have place a Material Adverse Effect and subject to customary year-end adjustments, including, without limitation, actuarial reports and tax provision. Since October 31, 2001, the Subject Company has not incurred any Liability except Liabilities that (i) were incurred in the ordinary and usual course revenue recognition policy consistent with the Subject Company's past practice or (ii) do not have a Material Adverse Effect on the financial condition of the Subject CompanyGAAP. (c) Since October 31Except as set forth in Schedule 3.6(c) attached hereto, 2001as of the date hereof and as of the Effective Time, the Subject Company has conducted its businesses only not and at the Effective Time will not have incurred, directly or indirectly, any Indebtedness, obligations or liabilities or engaged in any business activities of any type or kind whatsoever or entered into any agreements or arrangements with any Person, except for those obligations of the Company (i) in the ordinary course of business as reflected in the Financial Statements; and usual (ii) obligations and liabilities incurred after May 31, 2008 in the ordinary course in substantially the same manner as previously conducted, has not taken any of business. The consummation of the actions described in subparagraphs (b) through (h) of Section 4.1 of this Agreement Merger will not give rise to any severances, bonuses, payment obligations or other liabilities except for legal and has not undergone or suffered any change in its financial condition or results of operations that would reasonably be expected to have a Material Adverse Effectaccounting fees.

Financial Statements; Liabilities. (a) Seller has delivered Attached as Exhibit 3.23 to Purchaser copies of the audited Disclosure Schedule are the Company’s unaudited financial statements (balance sheet, statements of the Subject Company at operations, stockholders equity and for the years ended April 30cash flows, 1999, 2000 and 2001, together with the related schedules and noteswithout footnotes) as of, and for, the unaudited restated income statement 12 months and balance sheet of the Subject Company as of January three months ended, (i) December 31, 2002 2010 and (ii) March 31, 2011, respectively (collectively, the "“Financial Statements"”). The Financial Statements (i) have been prepared in good faith using reasonable estimates and 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 present in conformity all material respects the financial condition and results of operations and cash flows of the Company as of such dates and for such periods on the basis of such assumptions. The Financial Statements have been prepared in accordance with United States generally accepted accounting principles ("GAAP"), applied on a consistent basisbasis throughout the periods indicated and with each other, present fairly the financial condition and results of operations of the Subject Company at for each such period, are correct and complete, and are consistent with the dates thereof books and the results of its operations and changes in financial condition for the periods then ended, subject, in the case records of the Company, which books and records are correct and complete; provided, however, that the unaudited restated income statement and balance sheet of the Subject Company as of January 31, 2002, quarterly financial statements are subject to customary normal year-end adjustments, includingwhich will not be material individually or in the aggregate. Except as set forth in the Financial Statements, without limitationthe Company has no Liabilities or other obligations, true-up contingent or otherwise, other than (i) Liabilities incurred either in the ordinary course of business consistent with past practice subsequent to physical inventoryMarch 31, actuarial reports 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 tax provision(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 material to the business, operations, Assets, condition (financial or otherwise), results of operations or prospects of the Company. (b) As of January 31The books and records, 2002financial and otherwise, the Subject Company did not have any liabilities or obligations required to be reflected in its financial statements (collectively, "Liabilities" and individually, a "Liability"), that were not reflected or reserved against in the unaudited restated balance sheet of the Subject Company as of January 31, 2002 or disclosed or provided for are in the notes thereto, other than Liabilities that would not reasonably be expected to all material respects complete and correct and have a Material Adverse Effect been maintained in accordance with good business and subject to customary year-end adjustments, including, without limitation, actuarial reports and tax provision. Since October 31, 2001, the Subject Company has not incurred any Liability except Liabilities that (i) were incurred in the ordinary and usual course consistent with the Subject Company's past practice or (ii) do not have a Material Adverse Effect on the financial condition of the Subject Companyaccounting practices. (c) Since October 31, 2001, the Subject The Company has conducted its businesses only 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 books and usual course in substantially the same manner as previously conducted, has not taken any records of the actions described in subparagraphs (b) through (h) of Section 4.1 of this Agreement and has not undergone or suffered any change in its financial condition or results of operations that would reasonably be expected to have a Material Adverse EffectCompany.

Financial Statements; Liabilities. (a) Seller has delivered Attached as Exhibit 3.25 to Purchaser copies of the audited Disclosure Schedule are the Company’s unaudited financial statements (balance sheet, statements of operations, stockholders equity and cash flows, without footnotes) as of, and for, the Subject Company at 12 months and for the years ended April six months ended, (i) December 31, 2008 and (ii) June 30, 19992009, 2000 and 2001respectively (collectively, together with the related schedules and notes, and the unaudited restated income statement and balance sheet of the Subject Company as of January 31, 2002 (the "“ Financial Statements"”). The Financial Statements (i) have been prepared in good faith using reasonable estimates and 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 present in conformity all material respects the financial condition and results of operations and cash flows of the Company as of such dates and for such periods on the basis of such assumptions. The Financial Statements have been prepared in accordance with United States generally accepted accounting principles ("GAAP"), applied on a consistent basisbasis throughout the periods indicated and with each other, present fairly the financial condition and results of operations of the Subject Company at for each such period, are correct and complete, and are consistent with the dates thereof books and the results of its operations and changes in financial condition for the periods then ended, subject, in the case records of the Company, which books and records are correct and complete; provided, however, that the unaudited restated income statement and balance sheet of the Subject Company as of January 31, 2002, quarterly financial statements are subject to customary normal year-end adjustments, includingwhich will not be material individually or in the aggregate. Except as set forth in the Financial Statements, without limitationthe Company has no Liabilities or other obligations, true-up contingent or otherwise, other than (i) Liabilities incurred either in the ordinary course of business consistent with past practice subsequent to physical inventoryJune 30, actuarial reports 2009 (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 tax provision(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 material to the business, operations, Assets, condition (financial or otherwise), results of operations or prospects of the Company. (b) As of January 31, 2002, the Subject Company did not have any liabilities or obligations required to be reflected in its financial statements (collectively, "Liabilities" and individually, a "Liability"), that were not reflected or reserved against in the unaudited restated balance sheet of the Subject Company as of January 31, 2002 or disclosed or provided for in the notes thereto, other than Liabilities that would not reasonably be expected to have a Material Adverse Effect and subject to customary year-end adjustments, including, without limitation, actuarial reports and tax provision. Since October 31, 2001, the Subject The Company has not incurred engaged in any Liability monetary transaction, maintained any bank account or used any corporate funds except Liabilities that (i) were incurred for monetary transactions, bank accounts or funds which have been and are reflected in the ordinary books and usual course consistent with the Subject Company's past practice or (ii) do not have a Material Adverse Effect on the financial condition records of the Subject Company. (c) Since October 31, 2001, the Subject Company has conducted its businesses only in the ordinary and usual course in substantially the same manner as previously conducted, has not taken any of the actions described in subparagraphs (b) through (h) of Section 4.1 of this Agreement and has not undergone or suffered any change in its financial condition or results of operations that would reasonably be expected to have a Material Adverse Effect.