Common use of Financial Statements; No Undisclosed Liabilities Clause in Contracts

Financial Statements; No Undisclosed Liabilities. The Company has delivered or made available to Buyer true and complete copies of its audited balance sheet as at March 31, 2001 and the related audited statements of operations and cash flows for the fiscal year ended March 31, 2001 including the related notes and schedules thereto as well as the same unaudited financial statements as of and for the six month period ended September 31, 2001 (collectively, the "Financial Statements"), and all management letters, if any, from the Company's independent auditors relating to the dates and periods covered by the Financial Statements. Each of the Financial Statements has been prepared in accordance with United States Generally Accepted Accounting Principles ("GAAP") (subject, in the case of the interim Financial Statements, to normal year end adjustments and the absence of footnotes) and in conformity with the practices consistently applied by the Company without modification of the accounting principles used in the preparation thereof, and fairly presents the financial position, results of operations and cash flows of the Company as at the dates and for the periods indicated. For purposes hereof, the audited balance sheet of the Company as at March 31, 2001 is hereinafter referred to as the "Balance Sheet" and March 31, 2001 is hereinafter referred to as the "Balance Sheet Date". The Company has no indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the Balance Sheet or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the Balance Sheet or the notes thereto or was not incurred in the ordinary course of business consistent with the Company's past practices since the Balance Sheet Date or was not previously disclosed to Astor Capital, Inc. as agent for Buyers or Buyer or disclosed in an SEC Filing .

Financial Statements; No Undisclosed Liabilities. The Company has delivered or made available to Buyer true and complete copies of its audited balance sheet as at March 31January 3, 2001 1999 and the related audited statements of operations and cash flows for the fiscal year years ended March 31December 28, 2001 1997 and January 3, 1999 including the related notes and schedules thereto as well as the same unaudited financial statements as of and for the six month period ended September 31, 2001 (collectively, the "Financial StatementsFINANCIAL STATEMENTS"), and all management letters, if any, from the Company's independent auditors relating to the dates and periods covered by the Financial Statements. Each of the Financial Statements is complete and correct in all material respects, has been prepared in accordance with United States Generally General Accepted Accounting Principles ("GAAP") (subject, in the case of the interim Financial Statements, to normal year end adjustments and the absence of footnotes) and in conformity with the practices consistently applied by the Company without modification of the accounting principles used in the preparation thereof, and fairly presents the financial position, results of operations and cash flows of the Company as at the dates and for the periods indicated. For purposes hereof, the audited balance sheet of the Company as at March 31January 3, 2001 1999 is hereinafter referred to as the "Balance SheetBALANCE SHEET" and March 31January 3, 2001 1999 is hereinafter referred to as the "Balance Sheet DateBALANCE SHEET DATE". The Company has no indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the Balance Sheet or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the Balance Sheet or the notes thereto or was not incurred in the ordinary course of business consistent with the Company's past practices since the Balance Sheet Date or was not previously disclosed to Astor Capital, Inc. as agent for Buyers or Buyer or disclosed in an SEC Filing Date.

Financial Statements; No Undisclosed Liabilities. The Company has delivered or made available to Buyer true and complete copies of its audited balance sheet as at March December 31, 2001 1997 and 1998 and the related audited statements of operations and cash flows for the three fiscal year years ended March December 31, 2001 1998, including the related notes and schedules thereto as well as the same unaudited financial statements as of and for the six month period ended September 31, 2001 (collectively, the "Financial Statements"), and all management letters, if any, from the Company's independent auditors relating to the dates and periods covered by the Financial Statements. Each of the Financial Statements is complete and correct in all material respects, has been prepared in accordance with United States Generally General Accepted Accounting Principles ("GAAP") (subject, in the case of the interim Financial Statements, to normal year end adjustments and the absence of footnotes) and in conformity with the practices consistently applied by the Company without modification of the accounting principles used in the preparation thereof, and fairly presents the financial position, results of operations and cash flows of the Company as at the dates and for the periods indicated. For purposes hereof, the audited balance sheet of the Company as at March December 31, 2001 1998 is hereinafter referred to as the "Balance Sheet" and March December 31, 2001 1998 is hereinafter referred to as the "Balance Sheet Date". The Company has no indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the Balance Sheet or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the Balance Sheet or the notes thereto or was not incurred in the ordinary course of business consistent with the Company's past practices since the Balance Sheet Date or was not previously disclosed to Astor Capital, Inc. as agent for Buyers or Buyer or disclosed in an SEC Filing Date.

Financial Statements; No Undisclosed Liabilities. The Company has delivered or made available to Buyer true and complete Schedule 3.10 of the Disclosure Schedule contains copies of its (a) the audited balance sheet of Seller as at March December 31, 2001 2020, 2021 and 2022, and the related audited statements of operations and cash flows of Seller for the fiscal year years then ended March and (b) the unaudited balance sheet of Seller as at July 31, 2001 2023 (the “Latest Balance Sheet”) and the related statements of operations and cash flows of Seller for the seven (7) month period then ended (such audited and unaudited statements, including the related notes and schedules thereto thereto, are referred to herein as well as the same unaudited financial statements as of and for the six month period ended September 31, 2001 (collectively, the "“Financial Statements"”), and all management letters, if any, from the Company's independent auditors relating to the dates and periods covered by the Financial Statements. Each of the Financial Statements has been prepared in accordance with United States Generally Accepted Accounting Principles ("GAAP") (subjectGAAP consistently applied throughout the periods presented and presents fairly, in the case of the interim Financial Statementsall material respects, to normal year end adjustments and the absence of footnotes) and in conformity with the practices consistently applied by the Company without modification of the accounting principles used in the preparation thereof, and fairly presents the financial position, results of operations and cash flows of the Company Seller as at of the dates and for the periods indicated. For purposes hereofindicated therein; provided, however, that such Financial Statements may not contain footnotes required by GAAP and, in the audited balance sheet case of the Company as at March 31Financial Statements delivered pursuant to clause (b), 2001 is hereinafter referred are subject to as normal recurring and year-end adjustments that will not, individually or in the "Balance Sheet" and March 31aggregate, 2001 is hereinafter referred be material to as the "Balance Sheet Date"Seller. The Company Seller has no indebtedness, obligations or liabilities Liabilities of any kind other than those (whether accrued, absolute, contingent or otherwise, and whether due or to become duex) that would have been required to be reflected in, reserved against or otherwise described in the Latest Balance Sheet or in the notes thereto in accordance with GAAPSheet, which was not fully reflected in, reserved against or otherwise described in the Balance Sheet or the notes thereto or was not (y) incurred in the ordinary course of business consistent with the Company's past practices practice since the Latest Balance Sheet Date which individually or was in the aggregate do not previously disclosed exceed $10,000 or (z) expenses related to Astor Capital, Inc. as agent for Buyers or Buyer or disclosed in an SEC Filing the transactions contemplated herein.

Financial Statements; No Undisclosed Liabilities. The Company has delivered or made available to Buyer true and complete copies of its the audited balance sheet of the Company and the Subsidiaries as at March December 31, 2001 1999, 1998 and 1997, respectively, and the related audited statements of operations income, changes in stockholders' equity and cash flows for the three fiscal year years ended March December 31, 2001 1999, 1998 and 1997 including the related notes and schedules thereto as well as the same unaudited financial statements as of and for the six month period ended September 31, 2001 (collectively, the "Financial StatementsFINANCIAL STATEMENTS"), and all management letters, if any, from the Company's independent auditors relating to the dates and periods covered by the Financial Statements. Each of the Financial Statements is complete and correct in all material respects, has been prepared in accordance with United States Generally Accepted Accounting Principles ("GAAP") GAAP (subject, in the case of the interim Financial Statements, to normal year end adjustments and the absence of footnotes) and in conformity with the practices consistently applied by the Company without modification of the accounting principles used in the preparation thereof), and fairly presents the financial position, results of operations and cash flows of the Company as at the dates and for the periods indicated. For purposes hereof, the audited balance sheet of the Company as at March December 31, 2001 1999 is hereinafter referred to as the "Balance SheetBALANCE SHEET" and March December 31, 2001 1999 is hereinafter referred to as the "Balance Sheet DateBALANCE SHEET DATE". The Company has no indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the Balance Sheet or in the notes thereto in accordance with GAAP), which was not fully reflected in, reserved against or otherwise described in the Balance Sheet or the notes thereto or was not incurred in the ordinary course of business consistent with the Company's past practices since the Balance Sheet Date or was not previously disclosed to Astor Capital, Inc. as agent for Buyers or Buyer or disclosed in an SEC Filing Date.

Financial Statements; No Undisclosed Liabilities. The Company has Sellers have delivered or made available to Buyer true and complete Purchaser copies of its audited balance sheet (A) the reviewed consolidated statement of assets, liabilities and stockholder's equity, the consolidated statement of revenues and expenses, the consolidated statement of stockholders' equity, the consolidated statement of cash flows, and the notes to consolidated financial statements of the Companies as at March of December 31, 2001 2008, accompanied by the report thereon of Xxxxx, Xxxxxx & Co., P.C., Certified Public Accountants, (B) the unaudited consolidated statement of assets and liabilities and the related audited statements unaudited statement of operations income and cash flows for expenses of the fiscal year ended March Companies as of December 31, 2001 including the related notes and schedules thereto as well as the same unaudited financial statements as of and for the six month period ended September 31, 2001 2009 (collectively, the "2009 Financial Statements"), and all management letters, if any, from (C) the Company's independent auditors relating to the dates and periods covered by the Financial Statements. Each of the Financial Statements has been prepared in accordance with United States Generally Accepted Accounting Principles ("GAAP") (subject, in the case of the interim Financial Statements, to normal year end adjustments and the absence of footnotes) and in conformity with the practices consistently applied by the Company without modification of the accounting principles used in the preparation thereof, and fairly presents the financial position, results of operations and cash flows of the Company as at the dates and for the periods indicated. For purposes hereof, the audited unaudited consolidated balance sheet of the Company Companies as at March 31of February 28, 2001 is hereinafter 2010 (the "Interim Balance Sheet"). Items (A), (B) and (C) in this Section 3.1(j) collectively are referred to herein as the "Balance SheetCompany Financial Statements." and March 31, 2001 is hereinafter referred to as the "Balance Sheet Date". The Company has Financial Statements are all prepared on an income tax basis, not GAAP, but do include FAS 69 . Except as set forth in Schedule 3.1(j), as of the date of this Agreement, there is no indebtedness, obligations liability or liabilities obligation of any kind (kind, whether accrued, absolute, fixed, contingent or otherwise, and whether due of any Company other than (W) liabilities adequately reflected or to become due) that would have been required to be reflected in, reserved against or otherwise described in the Interim Balance Sheet or in the notes thereto in accordance with GAAPSheet, which was not fully reflected in, reserved against or otherwise described in the Balance Sheet or the notes thereto or was not (X) liabilities incurred in the ordinary course of business consistent with past practice since December 31, 2008, (Y) any such liabilities which would not be required to be presented in financial statements or the notes thereto prepared in conformity with financial statements prepared on an income tax basis, in a manner consistent with past practice, in the preparation of the 2009 Financial Statements and which, individually or in the aggregate would not reasonably be expected to have a material adverse effect on the any Company's past practices since , or (Z) liabilities otherwise disclosed on Schedule 3.1(j) or expressly permitted by this Agreement. The Company Financial Statements, including the Balance Sheet Date or was not previously disclosed to Astor Capitalnotes thereto, Inc. as agent were prepared on an income tax basis, applied on a consistent basis throughout the periods covered thereby and the 2009 Financial Statements fairly present in all material respects the financial position of the Companies covered thereby at the dates thereof and the results of the operations of the Companies covered thereby for Buyers or Buyer or disclosed the periods indicated in an SEC Filing accordance with income tax basis accounting.

Financial Statements; No Undisclosed Liabilities. The Company has delivered or made available to Buyer true and complete copies of its audited balance sheet as at March December 31, 2001 1998 and the related audited statements of operations and cash flows for the fiscal year ended March December 31, 2001 1998 including the related notes and schedules thereto as well as the same unaudited financial statements as of and for the six month period ended September 31, 2001 (collectively, the "Financial Statements"), and all management letters, if any, from the Company's independent auditors relating to the dates and periods covered by the Financial Statements. Each of the The Financial Statements are complete and correct in all material respects, has been prepared in accordance with United States Generally General Accepted Accounting Principles ("GAAP") (subject, in the case of the interim Financial Statements, to normal year end adjustments and the absence of footnotes) and in conformity with the practices consistently applied by the Company without modification of the accounting principles used in the preparation thereof, and fairly presents the financial position, results of operations and cash flows of the Company as at the dates and for the periods indicated. For purposes hereof, the audited balance sheet of the Company as at March December 31, 2001 1998 is hereinafter referred to as the "Balance Sheet" and March December 31, 2001 1998 is hereinafter referred to as the "Balance Sheet Date". ." The Company has no indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the Balance Sheet or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the Balance Sheet or the notes thereto or was not incurred in the ordinary course of business consistent with the Company's past practices since the Balance Sheet Date or was not previously disclosed to Astor Capital, Inc. as agent for Buyers or Buyer or disclosed in an SEC Filing Date.

Financial Statements; No Undisclosed Liabilities. The Company has delivered or made available to Buyer true and complete copies of its audited balance sheet as at March 31September 30, 2001 1997, and the related audited statements of operations and cash flows for the fiscal year ended March 31September 30, 2001 1997, including the related notes and schedules thereto as well as the same unaudited financial statements as of and for the six month period ended September 31, 2001 (collectively, the "Financial Statements"), and all management letters, if any, from the Company's independent auditors relating to the dates and periods covered by the Financial Statements. Each of the Financial Statements is complete and correct in all material respects, has been prepared in accordance with United States Generally General Accepted Accounting Principles ("GAAP") (subject, in the case of the interim Financial Statements, to normal year end adjustments and the absence of footnotes) and in conformity with the practices consistently applied by the Company without modification of the accounting principles used in the preparation thereof, and fairly presents the financial position, results of operations and cash flows of the Company as at the dates and for the periods indicated. For purposes hereof, the audited balance sheet of the Company as at March 31September __, 2001 1997, is hereinafter referred to as the "Balance Sheet" and March 31September 30, 2001 1997, is hereinafter referred to as the "Balance Sheet Date". The Company has no indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the Balance Sheet or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the Balance Sheet or the notes thereto or was not incurred in the ordinary course of business consistent with the Company's past practices since the Balance Sheet Date or was not previously disclosed to Astor Capital, Inc. as agent for Buyers or Buyer or disclosed in an SEC Filing Date.

Financial Statements; No Undisclosed Liabilities. The Company has delivered or made available to Buyer true and complete copies of its audited balance sheet as at March 31September 30, 2001 1998 and the related audited statements of operations and cash flows for the three fiscal year years ended March 31September 30, 2001 1998, including the related notes and schedules thereto thereto, as well as the same unaudited financial statements as of and for the three and six month period periods ended September March 31, 2001 1999 (collectively, the "Financial Statements"), and all management letters, if any, from the Company's independent auditors relating to the dates and periods covered by the Financial Statements. Each of the Financial Statements is complete and correct in all material respects, has been prepared in accordance with United States Generally General Accepted Accounting Principles ("GAAP") (subject, in the case of the interim Financial Statements, to normal year end adjustments and the absence of footnotes) and in conformity with the practices consistently applied by the Company without modification of the accounting principles used in the preparation thereof, and fairly presents the financial position, results of operations and cash flows of the Company as at the dates and for the periods indicated. For purposes hereof, the audited balance sheet of the Company as at March 31September 30, 2001 1998 is hereinafter referred to as the "Balance Sheet" and March 31September 30, 2001 1998 is hereinafter referred to as the "Balance Sheet Date". The Company has no indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the Balance Sheet or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the Balance Sheet or the notes thereto or otherwise described and reflected in the Financial Statements, or was not incurred in the ordinary course of business consistent with the Company's past practices since the Balance Sheet Date or was not previously disclosed to Astor Capital, Inc. as agent for Buyers or Buyer or disclosed in an SEC Filing Date.

Financial Statements; No Undisclosed Liabilities. The Company has delivered or made available to Buyer Holder true and complete copies of its the (i) audited balance sheet of the Company and the Subsidiaries as at March August 31, 2001 2001, 2000, 1999, respectively, and the related audited statements of operations income, changes in stockholders' equity and cash flows for the two fiscal year years ended March August 31, 2001 and 2000 including the related notes and schedules thereto and (ii) unaudited balance sheets of the Company and the Subsidiaries and the statements of income, changes in stockholders' equity and cash flows as at the end of and for its fiscal quarter ended November 30, 2001 including the related notes and schedules thereto as well as thereto, all certified by the same unaudited chief financial statements as officer of and for the six month period ended September 31, 2001 Company (collectively, the "Financial Statements"), and all management letters, if any, from the Company's independent auditors relating to the dates and periods covered by the Financial Statements. Each of the Financial Statements is complete and correct in all material respects, has been prepared in accordance with United States Generally Accepted Accounting Principles ("GAAP") GAAP (subject, in the case of the interim Financial Statements, to normal year end adjustments and the absence of footnotes) and in conformity with the practices consistently applied by the Company without modification of the accounting principles used in the preparation thereof), and fairly presents the financial position, results of operations and cash flows of the Company as at the dates and for the periods indicated. For purposes hereof, the audited balance sheet of the Company as at March August 31, 2001 is hereinafter referred to as the "Balance Sheet" and March August 31, 2001 is hereinafter referred to as the "Balance Sheet Date". The Company has no indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the Balance Sheet or in the notes thereto in accordance with GAAP), which was not fully reflected in, reserved against or otherwise described in the Balance Sheet or the notes thereto or was not incurred in the ordinary course of business consistent with the Company's past practices since the Balance Sheet Date or was not previously disclosed to Astor Capital, Inc. as agent for Buyers or Buyer or disclosed in an SEC Filing Date.

Financial Statements; No Undisclosed Liabilities. The Company has delivered or made available to Buyer true and complete copies of its the (i) audited balance sheet of the Company and the Subsidiaries as at March December 31, 2001 1999, 1998, and 1997, respectively, and the related audited statements of operations income, changes in stockholders' equity and cash flows for the three fiscal year years ended March December 31, 2001 1999, including the related notes and schedules thereto as well as and (ii) unaudited balance sheets of the same unaudited financial Company and the Subsidiaries and the statements as of income, changes in stockholders' equity and cash flows for the six month period each fiscal quarter ended September since December 31, 2001 1999, including the related notes and schedules, all certified by the chief financial officer of the Company (collectively, the "Financial StatementsFINANCIAL STATEMENTS"), and all management letters, if any, from the Company's independent auditors relating to the dates and periods covered by the Financial Statements. Each of the Financial Statements is complete and correct in all material respects, has been prepared in accordance with United States Generally Accepted Accounting Principles ("GAAP") GAAP (subject, in the case of the interim Financial Statements, to normal year end adjustments and the absence of footnotes) and in conformity with the practices consistently applied by the Company without modification of the accounting principles used in the preparation thereof), and fairly presents the financial position, results of operations and cash flows of the Company as at the dates and for the periods indicated. For purposes hereof, the audited balance sheet of the Company as at March December 31, 2001 1999 is hereinafter referred to as the "Balance SheetBALANCE SHEET" and March December 31, 2001 1999 is hereinafter referred to as the "Balance Sheet DateBALANCE SHEET DATE". The Company has no indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the Balance Sheet or in the notes thereto in accordance with GAAP), which was not fully reflected in, reserved against or otherwise described in the Balance Sheet or the notes thereto or was not incurred in the ordinary course of business consistent with the Company's past practices since the Balance Sheet Date or was not previously disclosed to Astor Capital, Inc. as agent for Buyers or Buyer or disclosed in an SEC Filing Date.

Financial Statements; No Undisclosed Liabilities. The Company Seller has delivered or made available to Buyer true and complete copies of its audited balance sheet as at March December 31, 2001 1996 and the related audited statements of operations and cash flows for the fiscal year years ended March December 31, 2001 1996 and December 31, 1995 including the related notes and schedules thereto as well as the same unaudited financial statements as of and for the six month period ended September 31, 2001 (collectively, the "Financial Statements"), and all management letters, if any, from the Company's independent auditors relating to the dates and periods covered by the Financial Statements. Each of the Financial Statements is complete and correct in all material respects, has been prepared in accordance with United States Generally General Accepted Accounting Principles ("GAAP") (subject, in the case of the interim Financial Statements, to normal year end adjustments and the absence of footnotes) and in conformity with the practices consistently applied by the Company without modification of the accounting principles used in the preparation thereof, and fairly presents the financial position, results of operations and cash flows of the Company as at the dates and for the periods indicated. For purposes hereof, the audited balance sheet of the Company as at March December 31, 2001 1996 is hereinafter referred to as the "Balance Sheet" and March December 31, 2001 1996 is hereinafter referred to as the "Balance Sheet Date". The Company has no does not have any indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the Balance Sheet or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the Balance Sheet or the notes thereto or was not incurred in the ordinary course of business consistent with the Company's past practices since the Balance Sheet Date or was not previously disclosed to Astor Capital, Inc. as agent for Buyers or Buyer or disclosed in an SEC Filing Date.

Financial Statements; No Undisclosed Liabilities. The Company’s fiscal year ends on June 30 of each year. The Company has delivered or made available to provided Buyer true and complete with copies of its those reviewed, audited balance sheet and unaudited Financial Statements listed on Schedule 6.6. The Company will provide additional financial information as at March 31soon as available, 2001 and but no later than fifteen (15) days after the related audited statements end of operations and cash flows for each month through the fiscal year ended March 31, 2001 including the related notes and schedules thereto as well as the same unaudited financial statements as of and for the six month period ended September 31, 2001 (collectively, the "Financial Statements"), and all management letters, if any, from the Company's independent auditors relating to the dates and periods covered by the Financial StatementsClosing Date. Each of the Financial Statements has been prepared in accordance with United States Generally Accepted Accounting Principles ("GAAP") (subject, in the case of the interim Financial Statements, to normal year end adjustments and the absence of footnotes) and in conformity with the practices consistently applied by the Company without modification of the accounting principles used in the preparation thereof, and fairly presents the financial position, results of operations and cash flows of the Company as at the dates and for the periods indicated. For purposes hereof, the audited balance sheet of the Company as at March 31Company, 2001 is hereinafter referred to as and the "Balance Sheet" notes thereto, contained in the Financial Statements fairly presents all of the assets and March 31, 2001 is hereinafter referred to as the "Balance Sheet Date". The Company has no indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, ) of the Company and whether due or to become due) that would have the financial position of the Company as at the date of such balance sheet and has been required to be reflected in, reserved against or prepared in accordance with generally accepted accounting principles consistently applied (except as otherwise described in the Balance Sheet or provided in the notes thereto or in Schedule 6.6 hereto). Each statement of income, statement of cash flows, operating statement and statement of changes in shareholders’ equity, and the notes thereto, contained in the Financial Statements fairly presents the sales, earnings and results of operations of the Company for the period ending on the date of such statement and has been prepared in accordance with GAAPgenerally accepted accounting principles consistently applied (except as otherwise provided in the notes thereto); provided that the unaudited financial statements for the interim periods after June 30, which was 2005, do not have notes thereto and are subject to changes resulting from normal, recurring year-end adjustments which, alone or in the aggregate, shall not have a material adverse effect on the Company’s operations, assets, properties, condition (financial or otherwise), results or prospects. Except as set forth on Schedule 6.6, there are, and as of the Closing Date there shall be, no existing, material undisclosed liabilities or obligations of the Company of any nature (absolute, accrued, contingent or otherwise) that are not fully reflected in, or reserved against or otherwise described in the Balance Sheet or the notes thereto or was not incurred in the ordinary course of business consistent with the Company's past practices since the Balance Sheet Date or was not previously disclosed to Astor Capital, Inc. as agent for Buyers or Buyer or disclosed in an SEC Filing Financial Statements.

Financial Statements; No Undisclosed Liabilities. The Company has delivered or made available to Buyer true and complete copies of its the (i) audited balance sheet of the Company and the Subsidiaries as at March December 31, 2001 1998, 1997 and 1996, respectively, and the related audited statements of operations income, changes in stockholders' equity and cash flows for the three fiscal year years ended March December 31, 2001 1998, including the related notes and schedules thereto as well as and (ii) unaudited balance sheets of the same unaudited financial Company and the Subsidiaries and the statements as of income, changes in stockholders' equity and cash flows for the six month period each fiscal quarter ended September since December 31, 2001 1998, including the related notes and schedules, all certified by the chief financial officer of the Company (collectively, the "Financial StatementsFINANCIAL STATEMENTS"), and all management letters, if any, from the Company's independent auditors relating to the dates and periods covered by the Financial Statements. Each of the Financial Statements is complete and correct in all material respects, has been prepared in accordance with United States Generally Accepted Accounting Principles ("GAAP") GAAP (subject, in the case of the interim Financial Statements, to normal year end adjustments and the absence of footnotes) and in conformity with the practices consistently applied by the Company without modification of the accounting principles used in the preparation thereof), and fairly presents the financial position, results of operations and cash flows of the Company as at the dates and for the periods indicated. For purposes hereof, the audited balance sheet of the Company as at March December 31, 2001 1998 is hereinafter referred to as the "Balance SheetBALANCE SHEET" and March December 31, 2001 1998 is hereinafter referred to as the "Balance Sheet DateBALANCE SHEET DATE". The Company has no indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the Balance Sheet or in the notes thereto in accordance with GAAP), which was not fully reflected in, reserved against or otherwise described in the Balance Sheet or the notes thereto or was not incurred in the ordinary course of business consistent with the Company's past practices since the Balance Sheet Date or was not previously disclosed to Astor Capital, Inc. as agent for Buyers or Buyer or disclosed in an SEC Filing Date.

Financial Statements; No Undisclosed Liabilities. The Company has delivered or made available to Buyer true and complete copies of its audited balance sheet as at March December 31, 2001 1998, and the related audited statements of operations and cash flows for the fiscal year ended March December 31, 2001 1998, including the related notes and schedules thereto as well as the same unaudited financial statements as of and for the six month period ended September 31, 2001 (collectively, the "Financial Statements"), and all management letters, if any, from the Company's independent auditors relating to the dates and periods covered by the Financial Statements. Each of the Financial Statements is complete and fairly stated in all material respects, has been prepared in accordance with United States Generally Accepted Accounting Principles ("GAAP") (subject, in the case of the interim Financial Statements, to normal year end adjustments and the absence of footnotes) and in conformity with the practices consistently applied by the Company without modification of the accounting principles used in the preparation thereof, and fairly presents the financial position, results of operations and cash flows of the Company as at the dates and for the periods indicated. For purposes hereof, the audited balance sheet of the Company as at March 3128, 2001 1999, as filed in connection with the Company's Quarterly Report on Form 10-Q on May 12, 1999, is hereinafter referred to as the "Balance Sheet" and March 3128, 2001 1999, is hereinafter referred to as the "Balance Sheet Date". The Company has no indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the Balance Sheet or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the Balance Sheet or the notes thereto or was not incurred in the ordinary course of business consistent with the Company's past practices since the Balance Sheet Date or was not previously disclosed to Astor Capital, Inc. as agent for Buyers or Buyer or disclosed in an SEC Filing Date.

Financial Statements; No Undisclosed Liabilities. The Company has delivered or made available to Buyer true and complete copies of its audited balance sheet as at March 31September 30, 2001 1998 and the related audited statements of operations and cash flows for the fiscal year years ended March 31September 30, 2001 1998 including the related notes and schedules thereto as well as the same unaudited financial statements as of and for the six month period ended September 31, 2001 (collectively, the "Financial Statements"), and all management letters, if any, from the Company's independent auditors relating to the dates and periods covered by the Financial Statements. Each of the Financial Statements is complete and correct in all material respects, has been prepared in accordance with United States Generally General Accepted Accounting Principles ("GAAP") (subject, in the case of the interim Financial Statements, to normal year end adjustments and the absence of footnotes) and in conformity with the practices consistently applied by the Company without modification of the accounting principles used in the preparation thereof, and fairly presents the financial position, results of operations and cash flows of the Company as at the dates and for the periods indicated. For purposes hereof, the audited balance sheet of the Company as at March 31September 30, 2001 1998 is hereinafter referred to as the "Balance Sheet" and March 31September 30, 2001 1998 is hereinafter referred to as the "Balance Sheet Date". The Neither the Company nor any of its subsidiaries has no any indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the Balance Sheet or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the Balance Sheet or the notes thereto or was not incurred in the ordinary course of business consistent with the Company's past practices since the Balance Sheet Date or was not previously disclosed to Astor Capital, Inc. as agent for Buyers or Buyer or disclosed in an SEC Filing Date.

Financial Statements; No Undisclosed Liabilities. The Company has delivered or made available to Buyer true and complete copies of its (i) audited balance sheet as at March December 31, 2001 1998, and the related audited statements of operations and cash flows for the fiscal year ended March December 31, 2001 1998, (ii) its unaudited balance sheet and related statements of operations and cash flows for the thirteen (13) month period ending January 31, 2000, including in each case, the related notes and schedules thereto as well as the same unaudited financial statements as of and for the six month period ended September 31, 2001 (collectively, the "Financial StatementsFINANCIAL STATEMENTS"), and all management letters, if any, from the Company's independent auditors relating to the dates and periods covered by the Financial Statements. Each of the Financial Statements is complete and fairly stated in all material respects, has been prepared in accordance with United States Generally Accepted Accounting Principles ("GAAP") (subject, in the case of the interim Financial Statements, to normal year end adjustments and the absence of footnotes) and in conformity with the practices consistently applied by the Company without modification of the accounting principles used in the preparation thereof, and fairly presents the financial position, results of operations and cash flows of the Company as at the dates and for the periods indicated. For purposes hereof, the audited balance sheet of the Company as at March December 31, 2001 1998, is hereinafter referred to as the "Balance SheetBALANCE SHEET" and March December 31, 2001 1998, is hereinafter referred to as the "Balance Sheet DateBALANCE SHEET DATE". The Company has no indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the Balance Sheet or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the Balance Sheet or the notes thereto or was not incurred in the ordinary course of business consistent with the Company's past practices since the Balance Sheet Date or was not previously disclosed to Astor Capital, Inc. as agent for Buyers or Buyer or disclosed in an SEC Filing Date.

Financial Statements; No Undisclosed Liabilities. The Company has delivered or made available to Buyer true and complete copies of its audited balance sheet as at March December 31, 2001 1998 and the related audited statements of operations and cash flows for the three fiscal year years ended March December 31, 2001 1996, 1997 and 1998, including the related notes and schedules thereto thereto, as well as the same unaudited financial statements as of and for the six three and nine-month period periods ended September 3130, 2001 1999 (collectively, the "Financial Statements"), and all management letters, if any, from the Company's independent auditors relating to the dates and periods covered by the Financial Statements. Each of the Financial Statements is complete and correct in all material respects, has been prepared in accordance with United States Generally General Accepted Accounting Principles ("GAAP") (subject, in the case of the interim Financial Statements, to normal year end adjustments and the absence of footnotes) and in conformity with the practices consistently applied by the Company without modification of the accounting principles used in the preparation thereof, and fairly presents the financial position, results of operations and cash flows of the Company as at the dates and for the periods indicated. For purposes hereof, the audited balance sheet of the Company as at March December 31, 2001 1998 is hereinafter referred to as the "Balance Sheet" and March December 31, 2001 1998 is hereinafter referred to as the "Balance Sheet Date". The Company has no indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the Balance Sheet or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the Balance Sheet or the notes thereto or otherwise described and reflected in the Financial Statements, or was not incurred in the ordinary course of business consistent with the Company's past practices since the Balance Sheet Date or was not previously disclosed to Astor Capital, Inc. as agent for Buyers or Buyer or disclosed in an SEC Filing Date.

Financial Statements; No Undisclosed Liabilities. The Company ESI has delivered or made available to Buyer true and complete copies of its (i) audited consolidated balance sheet as at March December 31, 2001 2002 and the related audited consolidated statements of operations and cash flows for the fiscal year years ended March December 31, 2001 2002 and December 31, 2001, and (ii) an unaudited Pro Forma balance sheet of the Company as at December 31, 2002, including in all such cases the related notes and schedules thereto as well as the same unaudited financial statements as of and for the six month period ended September 31, 2001 (collectively, the "Financial Statements"), and all management letters, if any, from the Company's independent auditors relating to the dates and periods covered by the Financial Statements. Each of the Financial Statements is complete and correct in all material respects, has been prepared in accordance with United States Generally General Accepted Accounting Principles ("GAAP") (subject, in the case of the interim Financial Statements, to normal year year-end adjustments and the absence of footnotes, and subject, in case of the Pro Forma balance sheet to the absence of footnotes) and in conformity with the practices consistently applied by the Company ESI without modification of the accounting principles used in the preparation thereof, and fairly presents the financial position, results of operations and cash flows of the Company ESI and its consolidated subsidiaries as at the dates and for the periods indicated. For purposes hereof, the audited consolidated balance sheet of the Company ESI and its subsidiaries as at March December 31, 2001 2002 is hereinafter referred to as the "Balance Sheet" and March December 31, 2001 2002 is hereinafter referred to as the "Balance Sheet Date". The Company Neither ESI nor any of its subsidiaries has no any indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the Balance Sheet or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the Balance Sheet or the notes thereto or was not incurred in the ordinary course of business consistent with the CompanyESI's past practices since the Balance Sheet Date or was not previously disclosed to Astor Capital, Inc. as agent for Buyers or Buyer or disclosed in an SEC Filing Date.

Financial Statements; No Undisclosed Liabilities. The Company Seller has delivered or made available to Buyer true and complete copies of its audited balance sheet as at March December 31, 2001 1997 and the related audited statements of operations and cash flows for the fiscal year years ended March December 31, 2001 1997 and December 31, 1996 including the related notes and schedules thereto as well as the same unaudited financial statements as of and for the six month period ended September 31, 2001 (collectively, the "Financial Statements"), and all management letters, if any, from the Company's independent auditors relating to the dates and periods covered by the Financial Statements. Each To the best of the Company's knowledge, each of the Financial Statements is complete and correct in all material respects, has been prepared in accordance with United States Generally General Accepted Accounting Principles ("GAAP") (subject, in the case of the interim Financial Statements, to normal year end adjustments and the absence of footnotes) and in conformity with the practices consistently applied by the Company without modification of the accounting principles used in the preparation thereof, and fairly presents the financial position, results of operations and cash flows of the Company as at the dates and for the periods indicated. For purposes hereof, the audited balance sheet of the Company as at March December 31, 2001 1996 is hereinafter referred to as the "Balance Sheet" and March December 31, 2001 1996 is hereinafter referred to as the "Balance Sheet Date". The Company has no does not have any indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the Balance Sheet or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the Balance Sheet or the notes thereto or was not incurred in the ordinary course of business consistent with the Company's past practices since the Balance Sheet Date or was not previously disclosed to Astor Capital, Inc. as agent for Buyers or Buyer or disclosed in an SEC Filing Date.

Financial Statements; No Undisclosed Liabilities. The Company has delivered or made available to Buyer true and complete copies of its audited balance sheet as at March July 31, 2001 1997 and July 31, 1998 and the related audited statements of operations and cash flows for the three fiscal year years ended March July 31, 2001 1998 including the related notes and schedules thereto as well as the same unaudited financial statements as of and for the six month period ended September 31, 2001 (collectively, the "Financial Statements"), and all management letters, if any, from the Company's independent auditors relating to the dates and periods covered by the Financial Statements. Each of the Financial Statements is complete and correct in all material respects, has been prepared in accordance with United States Generally General Accepted Accounting Principles ("GAAP") (subject, in the case of the interim Financial Statements, to normal year end adjustments and the absence of footnotes) and in conformity with the practices consistently applied by the Company without modification of the accounting principles used in the preparation thereof, and fairly presents the financial position, results of operations and cash flows of the Company as at the dates and for the periods indicated. For purposes hereof, the audited balance sheet of the Company as at March July 31, 2001 1998 is hereinafter referred to as the "Balance Sheet" and March July 31, 2001 1998 is hereinafter referred to as the "Balance Sheet Date". The Company has no indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the Balance Sheet or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the Balance Sheet or the notes thereto or was not incurred since the Balance Sheet Date in the ordinary course of business consistent with the Company's past practices since the Balance Sheet Date or was not previously disclosed to Astor Capital, Inc. as agent for Buyers or Buyer or disclosed in an SEC Filing practices.

Financial Statements; No Undisclosed Liabilities. The Company has delivered or made available to Buyer true and complete copies (a) Attached as Schedule 4.10(a) hereto are (i) audited consolidated year-end balance sheets of its audited balance sheet Thane as at of March 31, 2001, 2000 and 1999 and statements of income, stockholders' equity and cash flow of Thane for each of the fiscal years then ended and (ii) an unaudited consolidated balance sheet of Thane as of September 30, 2001 and the related audited unaudited consolidated statements of income, stockholders' equity and cash flow for the six-month period then ended. Such balance sheets and the notes thereto fairly present the financial position of Thane at the respective dates thereof in accordance with GAAP and such statements of income, stockholders' equity and cash flow and the notes thereto fairly present the results of operations for the periods referred to therein, in accordance with GAAP, except that the unaudited financial statements have no notes attached thereto and do not have year-end audit adjustments (none of which would be material or recurring). All of the foregoing financial statements were prepared from the books and records of Thane. Thane does not utilize any percentage of completion or similar method of accounting for revenue, income or cost recognition purposes. Thane has not in the past five (5) fiscal years written off any research and development costs, incurred any reorganization, restructuring or similar costs or changed the book value of any assets, liabilities or goodwill of any Subsidiary or business acquired by Thane. Except as set forth in Schedule 4.10(a) hereto, Thane does not have any obligation to make any additional Investments in any Person. All properties used in Thane's business operations during the period covered by the foregoing financial statements are reflected in the financial statements in accordance with and to the extent required by GAAP. The foregoing consolidated balance sheets and statements of operations, stockholders' equity and cash flows for the fiscal year ended March 31, 2001 including the related notes and schedules thereto as well as the same unaudited financial statements as of and for the six month period ended September 31, 2001 (collectively, the "Financial Statements"), and all management letters, if any, from the Company's independent auditors relating to the dates and periods covered by the Financial Statements. Each of the Financial Statements has been prepared in accordance with United States Generally Accepted Accounting Principles ("GAAP") (subject, in the case of the interim Financial Statements, to normal year end adjustments and the absence of footnotes) and in conformity with the practices consistently applied by the Company without modification of the accounting principles used in the preparation thereof, and fairly presents the financial position, results of operations and cash flows of the Company as at the dates and for the periods indicated. For purposes hereof, the audited balance sheet of the Company as at March 31, 2001 is hereinafter notes thereto are herein collectively referred to as the "Balance Sheet" and March 31, 2001 is hereinafter referred to as the Thane Financial Statements."Balance Sheet Date". The Company has no indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the Balance Sheet or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the Balance Sheet or the notes thereto or was not incurred in the ordinary course of business consistent with the Company's past practices since the Balance Sheet Date or was not previously disclosed to Astor Capital, Inc. as agent for Buyers or Buyer or disclosed in an SEC Filing .

Financial Statements; No Undisclosed Liabilities. The Company has delivered or made available to Buyer true and complete copies of its the (i) audited balance sheet of the Company and the Subsidiaries as at March December 31, 2001 2004 and 2003, respectively, and the related audited statements of operations income, changes in stockholders' equity and cash flows for the two fiscal year years ended March December 31, 2001 2004, including the related notes and schedules thereto as well as and (ii) unaudited balance sheets of the same unaudited financial Company and the Subsidiaries and the statements as of income, changes in stockholders' equity and cash flows for the six month period ended September each fiscal quarter since December 31, 2001 2001, including the related notes and schedules, all certified by the chief financial officer of the Company (collectively, the "Financial Statements"), and all management letters, if any, from the Company's independent auditors relating to the dates and periods covered by the Financial Statements. Each of the Financial Statements is complete and correct in all material respects, has been prepared in accordance with United States Generally Accepted Accounting Principles ("GAAP") GAAP (subject, in the case of the interim Financial Statements, to normal year end adjustments and the absence of footnotes) and in conformity with the practices consistently applied by the Company without modification of the accounting principles used in the preparation thereof), and fairly presents the financial position, results of operations and cash flows of the Company as at the dates and for the periods indicated. For purposes hereof, the audited balance sheet of the Company as at March December 31, 2001 2004 is hereinafter referred to as the "Balance Sheet" and March December 31, 2001 2004 is hereinafter referred to as the "Balance Sheet Date". The Except as set forth on Schedule III.M. hereto, the Company has no indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the Balance Sheet or in the notes thereto in accordance with GAAP), which was not fully reflected in, reserved against or otherwise described in the Balance Sheet or the notes thereto or was not incurred in the ordinary course of business consistent with the Company's past practices since the Balance Sheet Date or was not previously disclosed to Astor Capital, Inc. as agent for Buyers or Buyer or disclosed in an SEC Filing Date.

Financial Statements; No Undisclosed Liabilities. The Company’s fiscal year ends on December 31 of each year. The Company has delivered or made available to provided Buyer true and complete with copies of its those reviewed, audited and unaudited Financial Statements listed on Schedule 6.6. The Company will provide additional financial information as soon as available, but no later than fifteen (15) days after the end of each month through the Closing Date. Each balance sheet as at March 31of the Company, 2001 and the related audited statements of operations and cash flows for the fiscal year ended March 31, 2001 including the related notes and schedules thereto as well as the same unaudited financial statements as of and for the six month period ended September 31, 2001 (collectively, the "Financial Statements"), and all management lettersthereto, if any, from the Company's independent auditors relating to the dates and periods covered by the Financial Statements. Each of contained in the Financial Statements has been prepared in accordance with United States Generally Accepted Accounting Principles ("GAAP") (subject, in the case fairly presents all of the interim Financial Statements, to normal year end adjustments assets and the absence of footnotes) and in conformity with the practices consistently applied by the Company without modification of the accounting principles used in the preparation thereof, and fairly presents the financial position, results of operations and cash flows of the Company as at the dates and for the periods indicated. For purposes hereof, the audited balance sheet of the Company as at March 31, 2001 is hereinafter referred to as the "Balance Sheet" and March 31, 2001 is hereinafter referred to as the "Balance Sheet Date". The Company has no indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, ) of the Company and whether due or to become due) that would have been required to be reflected in, reserved against or the financial position of the Company as at the date of such balance sheet in accordance with generally accepted accounting principles consistently applied (except as otherwise described in the Balance Sheet or provided in the notes thereto or in Schedule 6.6 hereto). Each statement of income, statement of cash flows, operating statement and statement of changes in shareholders’ equity, and the notes thereto, if any, contained in the Financial Statements fairly presents the sales, earnings and results of operations of the Company for the period ending on the date of such statement in accordance with GAAPgenerally accepted accounting principles consistently applied (except as otherwise provided in the notes thereto); provided that the unaudited financial statements for the interim periods after December 31, which was 2004, do not have notes thereto and are subject to changes resulting from normal, recurring year-end adjustments which, alone or in the aggregate, shall not have a material adverse effect on the Company’s operations, assets, properties, condition (financial or otherwise), results or prospects. Except as set forth on Schedule 6.6, there are, and as of the Closing Date there shall be, no existing, material undisclosed liabilities or obligations of the Company of any nature (absolute, accrued, contingent or otherwise) that are not fully reflected in, or reserved against or otherwise described in the Balance Sheet or the notes thereto or was not incurred in the ordinary course of business consistent with the Company's past practices since the Balance Sheet Date or was not previously disclosed to Astor Capital, Inc. as agent for Buyers or Buyer or disclosed in an SEC Filing Financial Statements.

Financial Statements; No Undisclosed Liabilities. The Company Seller has delivered or made available to Buyer true and complete copies of its (i) audited consolidated balance sheet as at March December 31, 2001 1997 and the related audited consolidated statements of operations and cash flows for the fiscal year years ended December 31, 1997 and December 31, 1996 and (ii) unaudited consolidated balance sheets as at March 31, 1998, June 30, 1998 and September 30, 1998, respectively, and the related unaudited consolidated statements of operations and cash flows for the periods ended March 31, 2001 1998, June 30, 1998 and September 30, 1998, respectively, including in all such cases the related notes and schedules thereto as well as the same unaudited financial statements as of and for the six month period ended September 31, 2001 (collectively, the "Financial Statements"), and all management letters, if any, from the Company's independent auditors relating to the dates and periods covered by the Financial Statements. Each of the Financial Statements is complete and correct in all material respects, has been prepared in accordance with United States Generally General Accepted Accounting Principles ("GAAP") (subject, in the case of the interim Financial Statements, to normal year year-end adjustments and the absence of footnotes) and in conformity with the practices consistently applied by the Company without modification of the accounting principles used in the preparation thereof, and fairly presents the financial position, results of operations and cash flows of the Company and its consolidated subsidiaries as at the dates and for the periods indicated. For purposes hereof, the audited consolidated balance sheet of the Company and its subsidiaries as at March December 31, 2001 1997 is hereinafter referred to as the "Balance Sheet" and March December 31, 2001 1997 is hereinafter referred to as the "Balance Sheet Date". The Neither the Company nor any of its subsidiaries has no any indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the Balance Sheet or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the Balance Sheet or the notes thereto or was not incurred in the ordinary course of business consistent with the Company's past practices since the Balance Sheet Date or was not previously disclosed to Astor Capital, Inc. as agent for Buyers or Buyer or disclosed in an SEC Filing Date.

Financial Statements; No Undisclosed Liabilities. The Company has delivered or made available to Buyer true and complete copies of its the (i) audited balance sheet of the Company and the Subsidiaries as at March December 31, 2001 2003 and 2002, respectively, and the related audited statements of operations income, changes in stockholders' equity and cash flows for the three fiscal year years ended March December 31, 2001 2003, including the related notes and schedules thereto as well as and (ii) unaudited balance sheets of the same unaudited financial Company and the Subsidiaries and the statements as of income, changes in stockholders' equity and cash flows for the six month period ended September each fiscal quarter since December 31, 2001 2001, including the related notes and schedules, all certified by the chief financial officer of the Company (collectively, the "Financial Statements"), and all management letters, if any, from the Company's independent auditors relating to the dates and periods covered by the Financial Statements. Each of the Financial Statements is complete and correct in all material respects, has been prepared in accordance with United States Generally Accepted Accounting Principles ("GAAP") GAAP (subject, in the case of the interim Financial Statements, to normal year end adjustments and the absence of footnotes) and in conformity with the practices consistently applied by the Company without modification of the accounting principles used in the preparation thereof), and fairly presents the financial position, results of operations and cash flows of the Company as at the dates and for the periods indicated. For purposes hereof, the audited balance sheet of the Company as at March December 31, 2001 2003 is hereinafter referred to as the "Balance Sheet" and March December 31, 2001 2003 is hereinafter referred to as the "Balance Sheet Date". The Except as set forth on Schedule III.M. hereto, the Company has no indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the Balance Sheet or in the notes thereto in accordance with GAAP), which was not fully reflected in, reserved against or otherwise described in the Balance Sheet or the notes thereto or was not incurred in the ordinary course of business consistent with the Company's past practices since the Balance Sheet Date or was not previously disclosed to Astor Capital, Inc. as agent for Buyers or Buyer or disclosed in an SEC Filing Date.

Financial Statements; No Undisclosed Liabilities. The Company has delivered or made available to Buyer true and complete copies of its the (i) audited balance sheet of the Company and the Subsidiaries as at March December 31, 2001 1998 and 1997, respectively, and the related audited statements of operations income, changes in stockholders' equity and cash flows for the two fiscal year years ended March December 31, 2001 1998 and 1997 including the related notes and schedules thereto and (ii) unaudited balance sheets of the Company and the Subsidiaries and the statements of income, changes in stockholders' equity and cash flows as well as at the same unaudited financial statements as end of and for the six month period each fiscal quarter ended September since December 31, 2001 1998 including the related notes and schedules thereto, all certified by the chief financial officer of the Company (collectively, the "Financial Statements"), and all management letters, if any, from the Company's independent auditors relating to the dates and periods covered by the Financial Statements. Each of the Financial Statements is complete and correct in all material respects, has been prepared in accordance with United States Generally Accepted Accounting Principles ("GAAP") GAAP (subject, in the case of the interim Financial Statements, to normal year end adjustments and the absence of footnotes) and in conformity with the practices consistently applied by the Company without modification of the accounting principles used in the preparation thereof), and fairly presents the financial position, results of operations and cash flows of the Company as at the dates and for the periods indicated. For purposes hereof, the audited balance sheet of the Company as at March December 31, 2001 1998 is hereinafter referred to as the "Balance Sheet" and March December 31, 2001 1998 is hereinafter referred to as the "Balance Sheet Date". The Company has no indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the Balance Sheet or in the notes thereto in accordance with GAAP), which was not fully reflected in, reserved against or otherwise described in the Balance Sheet or the notes thereto or was not incurred in the ordinary course of business consistent with the Company's past practices since the Balance Sheet Date or was not previously disclosed to Astor Capital, Inc. as agent for Buyers or Buyer or disclosed in an SEC Filing Date.

Financial Statements; No Undisclosed Liabilities. The Company has delivered or made available to Buyer true and complete copies of its audited balance sheet as at March December 31, 2001 1999 and the related audited statements of operations and cash flows for the fiscal year ended March December 31, 2001 1999 including the related notes and schedules thereto as well as the same unaudited financial statements as of and for the six month period ended September 31June 30, 2001 2000 (collectively, the "Financial Statements"), and all management letters, if any, from the Company's independent auditors relating to the dates and periods covered by the Financial Statements. Each of the Financial Statements has been prepared in accordance with United States Generally General Accepted Accounting Principles ("GAAP") (subject, in the case of the interim Financial Statements, to normal year end adjustments and the absence of footnotes) and in conformity with the practices consistently applied by the Company without modification of the accounting principles used in the preparation thereof, and fairly presents the financial position, results of operations and cash flows of the Company as at the dates and for the periods indicated. For purposes hereof, the audited balance sheet of the Company as at March December 31, 2001 1999 is hereinafter referred to as the "Balance Sheet" and March December 31, 2001 1999 is hereinafter referred to as the "Balance Sheet Date". The Company has no indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the Balance Sheet or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the Balance Sheet or the notes thereto or was not incurred in the ordinary course of business consistent with the Company's past practices since the Balance Sheet Date or was not previously disclosed to Astor Capital, Inc. as agent for Buyers or Buyer or disclosed in an SEC Filing Date.

Financial Statements; No Undisclosed Liabilities. The Company has delivered or made available to Buyer true Schedule 4.19 contains true, correct and complete copies of its the consolidated, audited balance sheet as at March 31, 2001 and the related audited financial statements of operations Sellers as of and cash flows for the fiscal year ended March August 31, 2001 including 2016 (collectively, the related notes and schedules thereto “Audited Financial Statements”) as well as the same unaudited financial statements unaudited, consolidated balance sheets, statement of income, changes in stockholders’ equity and cash flows of Sellers as of and for the six month period months ended September 31February 28, 2001 2016 (collectivelythe “Interim Financial Statements”, and collectively with the Audited Financial Statements, the "“Historical Financial Statements"”), and all management letters, if any, from the Company's independent auditors relating to the dates and periods covered by the Financial Statements. Each of the The Historical Financial Statements has been were prepared in accordance with United States Generally Accepted Accounting Principles ("GAAP") (subjectgenerally accepted accounting principles applied on a consistent basis during the periods involved and fairly present, in the case of the interim Financial Statementsall material respects, to normal year end adjustments and the absence of footnotes) and in conformity with the practices consistently applied by the Company without modification of the accounting principles used in the preparation thereof, and fairly presents the financial position, condition and results of operations and cash flows of the Company Business as at of the dates and for thereof or the periods indicatedended, except in each case as expressly indicated on such Historical Financial Statement, and subject to the most recent Interim Financial Statements, to normal year-end adjustments that will not be material in amount or effect. For purposes hereofExcept as set forth in Schedule 4.19, the audited balance sheet of the Company as at March 31, 2001 is hereinafter referred to as the "Balance Sheet" and March 31, 2001 is hereinafter referred to as the "Balance Sheet Date". The Company has no Sellers do not have any material indebtedness, obligations or other liabilities of any kind a nature (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been be required by generally accepted accounting principles to be reflected in, reserved against or otherwise described in on a consolidated balance sheet of the Balance Sheet or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the Balance Sheet Business (or the notes thereto thereto) that were not disclosed or was not reserved against in the Historical Financial Statements, except for Indebtedness, obligations or other liabilities that (i) were incurred on or after the date of the Interim Financial Statements in the ordinary course of business consistent with business, (ii) arise under this Agreement or the Company's past practices since Ancillary Documents, or (iii) will be or are liabilities of Sellers as debtors in the Balance Sheet Date or was Bankruptcy Cases and that will not previously disclosed to Astor Capital, Inc. as agent for Buyers or Buyer or disclosed result in an SEC Filing any Lien (other than Liens expressly contemplated in the Sale Order) on the Purchased Assets following the entry of the Sale Order.

Financial Statements; No Undisclosed Liabilities. The Company has delivered or made available to Buyer true and complete copies of its the (i) audited balance sheet of the Company and the Subsidiaries as at March 31January 2, 2001 2000, January 2, 1999 and January 2, 1998, respectively, and the related audited statements of operations income, changes in stockholders' equity and cash flows for the three fiscal year years ended March 31January 2, 2001 2000, January 2, 1999 and January 2, 1998 including the related notes and schedules thereto and (ii) unaudited balance sheets of the Company and the Subsidiaries and the statements of income, changes in stockholders' equity and cash flows as well as at the same unaudited financial statements as end of and for each fiscal quarter ended since April 2, 2000 including the six month period ended September 31related notes and schedules thereto, 2001 all certified by the chief financial officer of the Company (collectively, the "Financial StatementsFINANCIAL STATEMENTS"), and all management letters, if any, from the Company's independent auditors relating to the dates and periods covered by the Financial Statements. Each of the Financial Statements is complete and correct in all material respects, has been prepared in accordance with United States Generally Accepted Accounting Principles ("GAAP") GAAP (subject, in the case of the interim Financial Statements, to normal year end adjustments and the absence of footnotes) and in conformity with the practices consistently applied by the Company without modification of the accounting principles used in the preparation thereof), and fairly presents the financial position, results of operations and cash flows of the Company as at the dates and for the periods indicated. For purposes hereof, the audited balance sheet of the Company as at March 31January 2, 2001 2000 is hereinafter referred to as the "Balance SheetBALANCE SHEET" and March 31January 2, 2001 2000 is hereinafter referred to as the "Balance Sheet DateBALANCE SHEET DATE". The Company has no indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the Balance Sheet or in the notes thereto in accordance with GAAP), which was not fully reflected in, reserved against or otherwise described in the Balance Sheet or the notes thereto or was not incurred in the ordinary course of business consistent with the Company's past practices since the Balance Sheet Date or was not previously disclosed to Astor Capital, Inc. as agent for Buyers or Buyer or disclosed in an SEC Filing Date.

Financial Statements; No Undisclosed Liabilities. The Company has delivered or made available to Buyer true and complete copies of its the (i) audited balance sheet of the Company and the Material Subsidiaries as at March December 31, 2001 1998, 1997 and 1996, respectively, and the related audited statements of operations income, changes in stockholders' equity and cash flows for the three fiscal year years ended March December 31, 2001 1998 including the related notes and schedules thereto as well as and (ii) unaudited balance sheets of the same unaudited financial Company and the Material Subsidiaries and the statements as of income, changes in stockholders' equity and cash flows for the six month period each fiscal quarter ended September since December 31, 2001 1998 including the related notes and schedules, all certified by the chief financial officer of the Company (collectively, the "Financial StatementsFINANCIAL STATEMENTS"), and all management letters, if any, from the Company's independent auditors relating to the dates and periods covered by the Financial Statements. Each of the Financial Statements is complete and correct in all material respects, has been prepared in accordance with United States Generally Accepted Accounting Principles ("GAAP") GAAP (subject, in the case of the interim Financial Statements, to normal year end adjustments and the absence of footnotes) and in conformity with the practices consistently applied by the Company without modification of the accounting principles used in the preparation thereof), and fairly presents the financial position, results of operations and cash flows of the Company as at the dates and for the periods indicated. For purposes hereof, the audited balance sheet of the Company as at March December 31, 2001 1998 is hereinafter referred to as the "Balance SheetBALANCE SHEET" and March December 31, 2001 1998 is hereinafter referred to as the "Balance Sheet DateBALANCE SHEET DATE". The Company has no indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the Balance Sheet or in the notes thereto in accordance with GAAP), which was not fully reflected in, reserved against or otherwise described in the Balance Sheet or the notes thereto or was not incurred in the ordinary course of business consistent with the Company's past practices since the Balance Sheet Date or was not previously disclosed to Astor Capital, Inc. as agent for Buyers or Buyer or disclosed in an SEC Filing Date.

Financial Statements; No Undisclosed Liabilities. The Company has delivered or made available to Buyer true and complete copies of its the (i) audited balance sheet of the Company and the Subsidiaries as at March December 31, 2001 2000 and 1999, respectively, and the related audited statements of operations income, changes in stockholders' equity and cash flows for the three fiscal year years ended March December 31, 2001 2000, including the related notes and schedules thereto as well as and (ii) unaudited balance sheets of the same unaudited financial Company and the Subsidiaries and the statements as of income, changes in stockholders' equity and cash flows for the six month period ended September each fiscal quarter since December 31, 2001 1998, including the related notes and schedules, all certified by the chief financial officer of the Company (collectively, the "Financial Statements"), and all management letters, if any, from the Company's independent auditors relating to the dates and periods covered by the Financial Statements. Each of the Financial Statements is complete and correct in all material respects, has been prepared in accordance with United States Generally Accepted Accounting Principles ("GAAP") GAAP (subject, in the case of the interim Financial Statements, to normal year end adjustments and the absence of footnotes) and in conformity with the practices consistently applied by the Company without modification of the accounting principles used in the preparation thereof), and fairly presents the financial position, results of operations and cash flows of the Company as at the dates and for the periods indicated. For purposes hereof, the audited balance sheet of the Company as at March December 31, 2001 2000 is hereinafter referred to as the "Balance Sheet" and March December 31, 2001 2000 is hereinafter referred to as the "Balance Sheet Date". The Except as set forth on Schedule III.M. hereto, the Company has no indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the Balance Sheet or in the notes thereto in accordance with GAAP), which was not fully reflected in, reserved against or otherwise described in the Balance Sheet or the notes thereto or was not incurred in the ordinary course of business consistent with the Company's past practices since the Balance Sheet Date or was not previously disclosed to Astor Capital, Inc. as agent for Buyers or Buyer or disclosed in an SEC Filing Date.

Financial Statements; No Undisclosed Liabilities. The Company has delivered or made available to Buyer true and complete copies of its audited balance sheet as at March July 31, 2001 1998 and July 31, 1999 and the related audited statements of operations and cash flows for the three fiscal year years ended March July 31, 2001 1999 including the related notes and schedules thereto as well as the same unaudited financial statements as of and for the six month period ended September 31, 2001 (collectively, the "Financial Statements"), and all management letters, if any, from the Company's independent auditors relating to the dates and periods covered by the Financial Statements. Each of the Financial Statements is complete and correct in all material respects, has been prepared in accordance with United States Generally General Accepted Accounting Principles ("GAAP") (subject, in the case of the interim Financial Statements, to normal year end adjustments and the absence of footnotes) and in conformity with the practices consistently applied by the Company without modification of the accounting principles used in the preparation thereof, and fairly presents the financial position, results of operations and cash flows of the Company as at the dates and for the periods indicated. For purposes hereof, the audited balance sheet of the Company as at March July 31, 2001 1999 is hereinafter referred to as the "Balance Sheet" and March July 31, 2001 1999 is hereinafter referred to as the "Balance Sheet Date". The Company has no indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the Balance Sheet or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the Balance Sheet or the notes thereto or was not incurred since the Balance Sheet Date in the ordinary course of business consistent with the Company's past practices since the Balance Sheet Date or was not previously disclosed to Astor Capital, Inc. as agent for Buyers or Buyer or disclosed in an SEC Filing practices.

Financial Statements; No Undisclosed Liabilities. The Company has delivered or made available to Buyer true and complete copies of its audited balance sheet as at March December 31, 2001 1998, and the related audited statements of operations and cash flows for the fiscal year ended March December 31, 2001 1998, including the related notes and schedules thereto as well as the same unaudited financial statements as of and for the six month period ended September 31, 2001 (collectively, the "Financial Statements"), and all management letters, if any, from the Company's independent auditors relating to the dates and periods covered by the Financial Statements. Each of the Financial Statements is complete and fairly stated in all material respects, has been prepared in accordance with United States Generally Accepted Accounting Principles ("GAAP") (subject, in the case of the interim Financial Statements, to normal year end adjustments and the absence of footnotes) and in conformity with the practices consistently applied by the Company without modification of the accounting principles used in the preparation thereof, and fairly presents the financial position, results of operations and cash flows of the Company as at the dates and for the periods indicated. For purposes hereof, the audited balance sheet of the Company as at March 31September 26, 2001 1999, as filed in connection with the Company's Quarterly Report on Form 10-Q on November 12, 1999, is hereinafter referred to as the "Balance Sheet" and March 31September 26, 2001 1999, is hereinafter referred to as the "Balance Sheet Date". The Company has no indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the Balance Sheet or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the Balance Sheet or the notes thereto or was not incurred in the ordinary course of business consistent with the Company's past practices since the Balance Sheet Date or was not previously disclosed to Astor Capital, Inc. as agent for Buyers or Buyer or disclosed in an SEC Filing Date.

Financial Statements; No Undisclosed Liabilities. The Company Xxxxx has delivered or made available to Buyer the Company true and complete copies of its audited balance sheet as at March 31June 30, 2001 1998 and the related audited statements of operations and cash flows for the three fiscal year years ended March 31June 30, 2001 1998, including the related notes and schedules thereto thereto, as well as the same unaudited financial statements as of and for the three, six and nine month period periods ended September March 31, 2001 1999 (collectively, the "Financial Statements"), and all management letters, if any, from the Company's independent auditors relating to the dates and periods covered by the Financial Statements. Each of the Financial Statements is complete and correct in all material respects, has been prepared in accordance with United States Generally General Accepted Accounting Principles ("GAAP") (subject, in the case of the interim Financial Statements, to normal year end adjustments and the absence of footnotes) and in conformity with the practices consistently applied by the Company Xxxxx without modification of the accounting principles used in the preparation thereof, and fairly presents the financial position, results of operations and cash flows of the Company Xxxxx as at the dates and for the periods indicated. For purposes hereof, the audited balance sheet of the Company Xxxxx as at March 31June 30, 2001 1998 is hereinafter referred to as the "Balance Sheet" and March 31June 30, 2001 1998 is hereinafter referred to as the "Balance Sheet Date". The Company Xxxxx has no indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the Balance Sheet or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the Balance Sheet or the notes thereto or otherwise described and reflected in the Financial Statements, or was not incurred in the ordinary course of business consistent with the Company's Xxxxx'x past practices since the Balance Sheet Date or was not previously disclosed to Astor Capital, Inc. as agent for Buyers or Buyer or disclosed in an SEC Filing Date.

Financial Statements; No Undisclosed Liabilities. The Company has delivered or made available to Buyer true and complete copies of its audited balance sheet as at March December 31, 2001 1997 and the related audited statements of operations and cash flows for the fiscal year years ended March December 31, 2001 1997 including the related notes and schedules thereto as well as the same unaudited financial statements as of and for the three and six month period periods ended September March 31, 2001 1998 and June 30, 1998, respectively (collectively, the "Financial Statements"), and all management letters, if any, from the Company's independent auditors relating to the dates and periods covered by the Financial Statements. Each of the Financial Statements is complete and correct in all material respects, has been prepared in accordance with United States Generally General Accepted Accounting Principles ("GAAP") (subject, in the case of the interim Financial Statements, to normal year end adjustments and the absence of footnotes) and in conformity with the practices consistently applied by the Company without modification of the accounting principles used in the preparation thereof, and fairly presents the financial position, results of operations and cash flows of the Company as at the dates and for the periods indicated. For purposes hereof, the audited balance sheet of the Company as at March December 31, 2001 1997 is hereinafter referred to as the "Balance Sheet" and March December 31, 2001 1997 is hereinafter referred to as the "Balance Sheet Date". The Company has no indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the Balance Sheet or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the Balance Sheet or the notes thereto or was not incurred in the ordinary course of business consistent with the Company's past practices since the Balance Sheet Date or was not previously disclosed to Astor Capital, Inc. as agent for Buyers or Buyer or disclosed in an SEC Filing .Date. M.

Financial Statements; No Undisclosed Liabilities. The Company has delivered or made available to Buyer true and complete copies of its audited balance sheet as at March July 31, 2001 1997 and July 31, 1998 and the related audited statements of operations and cash flows for the three fiscal year years ended March July 31, 2001 1998 including the related notes and schedules thereto as well as the same unaudited financial statements as of and for the six month period ended September 31, 2001 (collectively, the "Financial Statements"), and all management letters, if any, from the Company's independent auditors relating to the dates and periods covered by the Financial Statements. Each of the Financial Statements is complete and correct in all material respects, has been prepared in accordance with United States Generally General Accepted Accounting Principles ("GAAP") (subject, in the case of the interim Financial Statements, to normal year end adjustments and the absence of footnotes) and in conformity with the practices consistently applied by the Company without modification of the accounting principles used in the preparation thereof, and fairly presents the financial position, results of operations and cash flows of the Company as at the dates and for the periods indicated. For purposes hereof, the audited balance sheet of the Company as at March July 31, 2001 1998 is hereinafter referred to as the "Balance Sheet" and March July 31, 2001 1998 is hereinafter referred to as the "Balance Sheet Date". The Company has no indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the Balance Sheet or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the Balance Sheet or the notes thereto or was not incurred in the ordinary course of business consistent with the Company's past practices since the Balance Sheet Date or was not previously disclosed to Astor Capital, Inc. as agent for Buyers or Buyer or disclosed in an SEC Filing Date.

Financial Statements; No Undisclosed Liabilities. The Company has delivered or made available to Buyer true and complete copies of its the (i) audited balance sheet of the Company and the Subsidiaries as at March December 31, 2001 1999, 1998, and 1997, respectively, and the related audited statements of operations income, changes in stockholders' equity and cash flows for the three fiscal year years ended March December 31, 2001 1999 including the related notes and schedules thereto and (ii) unaudited balance sheets of the Company and the Subsidiaries and the statements of income, changes in stockholders' equity and cash flows as well as at the same unaudited financial statements as end of and for the six month period each fiscal quarter ended September since December 31, 2001 1999 including the related notes and schedules thereto, all certified by the chief financial officer of the Company (collectively, the "Financial Statements"), and all management letters, if any, from the Company's independent auditors relating to the dates and periods covered by the Financial Statements. Each of the Financial Statements is complete and correct in all material respects, has been prepared in accordance with United States Generally Accepted Accounting Principles ("GAAP") GAAP (subject, in the case of the interim Financial Statements, to normal year end adjustments and the absence of footnotes) and in conformity with the practices consistently applied by the Company without modification of the accounting principles used in the preparation thereof, and fairly presents the financial position, results of operations and cash flows of the Company as at the dates and for the periods indicated. For purposes hereof, the audited balance sheet of the Company as at March December 31, 2001 1999, is hereinafter referred to as the "Balance Sheet" and March December 31, 2001 1999 is hereinafter referred to as the "Balance Sheet Date". The Company has no indebtedness, obligations or liabilities of any kind (whether accruedacquired, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the Balance Sheet or in the notes thereto in accordance with GAAP), which was not fully reflected in, reserved against or otherwise described in the Balance Sheet or the notes thereto or was not incurred in the ordinary course of business consistent with the Company's past practices since the Balance Sheet Date or was not previously disclosed to Astor Capital, Inc. as agent for Buyers or Buyer or disclosed in an SEC Filing Date.

Financial Statements; No Undisclosed Liabilities. The Company has delivered or made available (a) Schedule 2.5(a) to Buyer true the Disclosure Memorandum sets forth (i) the unaudited balance sheets and complete copies of its audited balance sheet as at March 31, 2001 and the related audited statements of operations and cash flows of Seller at and for the three fiscal year years ended December 31, 2021, 2022, and 2023 (the “Annual Financial Statements”) and (ii) an unaudited balance sheet and statements of operations and cash flows of Seller at and for the three-month period ended March 31, 2001 including 2024 (the related “Interim Financial Statements” and collectively with the Annual Financial Statements, the “Financial Statements”). The Financial Statements (i) are accurate and complete except in di minimis respects, and prepared based on the books and records of Seller, (ii) have been prepared in conformity with GAAP on a basis consistent with prior accounting periods (except as may be indicated in the notes thereto), and schedules thereto as well as (iii) fairly present in all material respects the same unaudited financial statements position, results of operations, and changes in financial position of Seller as of the dates and for the six month period ended September 31periods indicated, 2001 (collectively, the "Financial Statements"), except as otherwise noted therein and all management letters, if any, from the Company's independent auditors relating to the dates and periods covered by the Financial Statements. Each of the Financial Statements has been prepared in accordance with United States Generally Accepted Accounting Principles ("GAAP") (subject, in the case of the interim Interim Financial Statements, to normal year and recurring year-end adjustments and the absence of footnotes) and in conformity with the practices consistently applied by the Company without modification of the accounting principles used notes that will not, individually or in the preparation thereofaggregate, and fairly presents the financial position, results of operations and cash flows of the Company as at the dates and for the periods indicatedbe material. For purposes hereof, the audited The balance sheet of the Company Seller as at of March 31, 2001 2024 (the “Seller Balance Sheet Date”) is hereinafter herein referred to as the "“Seller Balance Sheet" and March 31.” Seller has no material Liabilities that are not fully reflected or reserved against, 2001 is hereinafter referred to as prescribed by GAAP, in the "Seller Balance Sheet, except Excluded Liabilities incurred since the Seller Balance Sheet Date". The Company has no indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) Date in the Ordinary Course that would have been required to be reflected innot, reserved against or otherwise described in the Balance Sheet individually or in the notes thereto in accordance with GAAPaggregate, which was not fully reflected inreasonably be expected to be materially adverse to Seller and its Subsidiaries, reserved against or otherwise described in the Balance Sheet or the notes thereto or was not incurred in the ordinary course of business consistent with the Company's past practices since the Balance Sheet Date or was not previously disclosed to Astor Capital, Inc. as agent for Buyers or Buyer or disclosed in an SEC Filing .taken as

Financial Statements; No Undisclosed Liabilities. The Company has delivered or made available to Buyer each Purchaser true and complete copies of its audited consolidated balance sheet as at March December 31, 2001 2003 and the related audited consolidated statements of operations and cash flows for the fiscal year years ended March December 31, 2001 2003 and December 31, 2002, including in all such cases the related notes and schedules thereto as well as the same unaudited financial statements as of and for the six month period ended September 31, 2001 (collectively, the "Financial Statements"), and all management letters, if any, from the Company's independent auditors relating to the dates and periods covered by the Financial Statements. Each of the Financial Statements is complete and correct in all material respects, has been prepared in accordance with United States Generally General Accepted Accounting Principles ("GAAP") (subject, in the case of the interim Financial Statements, to normal year end adjustments and the absence of footnotes) and in conformity with the practices consistently applied by the Company without modification of the accounting principles used in the preparation thereof, and fairly presents the financial position, results of operations and cash flows of the Company and its consolidated subsidiary as at the dates and for the periods indicated. For purposes hereof, the audited consolidated balance sheet of the Company and its subsidiary as at March December 31, 2001 2003 is hereinafter referred to as the "Balance Sheet" and March December 31, 2001 2003 is hereinafter referred to as the "Balance Sheet Date". The Neither the Company nor its subsidiary has no any indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the Balance Sheet or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the Balance Sheet or the notes thereto or was not incurred in the ordinary course of business consistent with the Company's past practices since the Balance Sheet Date or was not previously disclosed to Astor Capital, Inc. as agent for Buyers or Buyer or disclosed in an SEC Filing Date.

Financial Statements; No Undisclosed Liabilities. The Company Tadeo has delivered or made available to Buyer the Xxxxxny true and complete copies of its audited balance sheet as at March 31June 30, 2001 1998 and the related audited statements of operations and cash flows for the three fiscal year years ended March 31June 30, 2001 1998, including the related notes and schedules thereto thereto, as well as the same unaudited financial statements as of and for the three, six and nine month period periods ended September March 31, 2001 1999 (collectively, the "Financial Statements"), and all management letters, if any, from the Company's independent auditors relating to the dates and periods covered by the Financial Statements. Each of the Financial Statements is complete and correct in all material respects, has been prepared in accordance with United States Generally General Accepted Accounting Principles ("GAAP") (subject, in the case of the interim Financial Statements, to normal year end adjustments and the absence of footnotes) and in conformity with the practices consistently applied by the Company Tadeo without modification of the xx xxe accounting principles used in the preparation thereof, and fairly presents the financial position, results of operations and cash flows of the Company Tadeo as at the dates and for the fxx xxe periods indicated. For purposes hereof, the audited balance sheet of the Company Tadeo as at March 31June 30, 2001 is hereinafter 1998 ix xxxeinafter referred to as the "Balance Sheet" and March 31June 30, 2001 1998 is hereinafter referred to as the "Balance Sheet Date". The Company Tadeo has no indebtedness, obligations xxxxxations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the Balance Sheet or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the Balance Sheet or the notes thereto or otherwise described and reflected in the Financial Statements, or was not incurred in the ordinary course of business consistent with the CompanyTadeo's past practices since the Balance sincx xxx Xalance Sheet Date or was not previously disclosed to Astor Capital, Inc. as agent for Buyers or Buyer or disclosed in an SEC Filing Date.

Financial Statements; No Undisclosed Liabilities. (i) The Company has and the Shareholder have delivered or made available to Buyer true and complete copies of its audited the Purchaser a balance sheet of the Company as at March of September 30, 1998 ("1998 Balance Sheet"), the income statement of the Company for the nine months ended September 30, 1998 and the income statement of the Company for the calendar year ended December 31, 2001 and the related audited statements of operations and cash flows for the fiscal year ended March 31, 2001 including the related notes and schedules thereto 1997 (hereinafter referred to as well as the same unaudited financial statements as of and for the six month period ended September 31, 2001 (collectively, the "Financial Statements"), and all management letters, if any, from the Company's independent auditors relating to the dates and periods covered by the Financial Statements. Each of the The Financial Statements are true and correct in all material respects and the 1998 Balance Sheet has been prepared in accordance with United States Generally Accepted Accounting Principles ("GAAP") (subject, in the case of the interim Financial Statements, to normal year end adjustments and the absence of footnotes) and in conformity with the practices consistently applied by the Company without modification of the generally accepted accounting principles used in applied consistently throughout the preparation thereof, periods involved. The 1998 Balance Sheet fully and fairly presents the financial position, results of operations and cash flows condition of the Company as at the dates date thereof and the income statements included in the Financial Statements fully and fairly present, on a cash basis, the results of the operations of the Company for the periods indicated. For purposes hereof, the audited balance sheet The 1998 Balance Sheet fairly reflects all liabilities of the Company of the types normally reflected in a balance sheet as at March 31, 2001 is hereinafter referred the date thereof. Except to as the "Balance Sheet" and March 31, 2001 is hereinafter referred to as extent set forth in or provided for in the "1998 Balance Sheet Date". The of the Company or as identified in Exhibit B, and except for current liabilities incurred in the ordinary course of business consistent with past practices (and not materially different in type or amount), the Company has no indebtedness, material liabilities or obligations or liabilities of any kind (nature, whether accrued, absolute, contingent or otherwise, and whether due or to become due) , whether properly reflected under generally accepted accounting principles as a liability or a charge or reserve against an asset or equity account, and whether the amount thereof is readily ascertainable or not. Without modifying the representation contained herein, it is understood that would the Financial Statements are unaudited and have been required to be reflected in, reserved against or otherwise described in prepared by a firm which is not independent. A true and correct copy of the Balance Sheet or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the Balance Sheet or the notes thereto or was not incurred in the ordinary course of business consistent with the Company's past practices since the Balance Sheet Date or was not previously disclosed to Astor Capital, Inc. Financial Statements is attached hereto as agent for Buyers or Buyer or disclosed in an SEC Filing .Exhibit C.

Financial Statements; No Undisclosed Liabilities. The Company has delivered or made available to Buyer true and complete copies of its audited balance sheet as at March October 31, 2001 1998 and the related audited statements of operations and cash flows for the fiscal year ended March October 31, 2001 1998 including the related notes and schedules thereto as well as the same unaudited financial statements as of and for the six three month period ended September January 31, 2001 (1999 collectively, the "Financial Statements"), and all management letters, if any, from the Company's independent auditors relating to the dates and periods covered by the Financial Statements. Each of the Financial Statements is complete and correct in all material respects, has been prepared in accordance with United States Generally General Accepted Accounting Principles ("GAAP") (subject, in the case of the interim Financial Statements, to normal year end adjustments and the absence of footnotes) and in conformity with the practices consistently applied by the Company without modification of the accounting principles used in the preparation thereof, and fairly presents presents, subject to the limitations set forth in the report of the Company's independent accountants, the financial position, results of operations and cash flows of the Company as at the dates and for the periods indicated. For purposes hereof, the audited balance sheet of the Company as at March October 31, 2001 1998 is hereinafter referred to as the "Balance Sheet" and March October 31, 2001 1998 is hereinafter referred to as the "Balance Sheet Date". The Company has no does not have any indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the Balance Sheet or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the Balance Sheet or the notes thereto or was not incurred in the ordinary course of business consistent with the Company's past practices since the Balance Sheet Date or was not previously disclosed to Astor Capital, Inc. as agent for Buyers or Buyer or disclosed in an SEC Filing Date.

Financial Statements; No Undisclosed Liabilities. The Company has delivered or made available to Buyer true and complete copies of its audited balance sheet as at March December 31, 2001 1999 and the related audited statements of operations and cash flows for the fiscal year ended March December 31, 2001 1999 including the related notes and schedules thereto as well as the same unaudited financial statements as of and for the six three month period ended September March 31, 2001 2000 (collectively, the "Financial Statements"), and all management letters, if any, from the Company's independent auditors relating to the dates and periods covered by the Financial Statements. Each of the Financial Statements has been prepared in accordance with United States Generally General Accepted Accounting Principles ("GAAP") (subject, in the case of the interim Financial Statements, to normal year end adjustments and the absence of footnotes) and in conformity with the practices consistently applied by the Company without modification of the accounting principles used in the preparation thereof, and fairly presents the financial position, results of operations and cash flows of the Company as at the dates and for the periods indicated. For purposes hereof, the audited balance sheet of the Company as at March December 31, 2001 1999 is hereinafter referred to as the "Balance Sheet" and March December 31, 2001 1999 is hereinafter referred to as the "Balance Sheet Date". The Company has no indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the Balance Sheet or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the Balance Sheet or the notes thereto or was not incurred in the ordinary course of business consistent with the Company's past practices since the Balance Sheet Date or was not previously disclosed to Astor Capital, Inc. as agent for Buyers or Buyer or disclosed in an SEC Filing Date.

Financial Statements; No Undisclosed Liabilities. (a) The Company has delivered or made available to Buyer true the Purchaser true, correct and complete copies of its audited balance sheet as at March 31, 2001 and the related audited statements of operations and cash flows for the fiscal year ended March 31, 2001 including the related notes and schedules thereto as well as the same unaudited financial statements as of and for the six month period ended September 31, 2001 (collectively, the "Financial Statements"), and all management letters, if any, from the Company's independent auditors relating to the dates and periods covered by the Financial Statements. Each of the Financial Statements has been prepared in accordance with United States Generally Accepted Accounting Principles ("GAAP") (subject, in the case of the interim Financial Statements, to normal year end adjustments and the absence of footnotes) and in conformity with the practices consistently applied by the Company without modification of the accounting principles used in the preparation thereof, and fairly presents the financial position, results of operations and cash flows of the Company as at the dates and for the periods indicated. For purposes hereof, the audited consolidated balance sheet of the Company and the Company Subsidiaries as at of December 31, 2023 (the “Balance Sheet Date”), 2022 and 2021 and the audited consolidated statements of operations, comprehensive income, cash flows and changes in equity for the financial years ended December 31, 2023, 2022 and 2021 (the “Audited Financial Statements”). When delivered to the Purchaser, the copies of the unaudited consolidated balance sheets of the Company and the Company Subsidiaries as of March 31, 2001 is hereinafter referred to as the "Balance Sheet" 2024 and March 31June 30, 2001 is hereinafter referred to as the "Balance Sheet Date". The Company has no indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise2024, and whether due or to become duethe related unaudited consolidated statements of operations, comprehensive income and cash flows for each of the periods then ended (the “Interim Financial Statements” and, together with the Audited Financial Statements, the “Financial Statements”) that would so delivered shall be true, correct and complete copies thereof. (b) The Financial Statements (i) have been required or, with respect to be reflected inthe Interim Financial Statements, reserved against or otherwise described in will be, derived from the Balance Sheet or in books and records of the notes thereto Company and the Company Subsidiaries, (ii) were or, with respect to the Interim Financial Statements, will be, prepared in accordance with GAAPIFRS applied on a consistent basis throughout the periods covered thereby and consistent with each other, except as otherwise noted therein, and (iii) present or, with respect to the Interim Financial Statements, will present, fairly, in all material respects, the consolidated financial position and results of operations of the Company and the Company Subsidiaries, as of the respective dates thereof or the periods then ended, in each case except as may be noted therein and, with respect to the Interim Financial Statements, subject to the absence of notes and normal year end adjustments (which was if presented would not fully differ materially from those presented in the Audited Financial Statements). (c) Except as set forth in Section 4.07(c) of the Company Disclosure Letter and except (i) as set forth or specifically reflected in, or adequately reserved against or otherwise described in accordance with applicable accounting standards in the Balance Sheet or Audited Financial Statements, (ii) for Liabilities incurred by the notes thereto or was not incurred Company and the Company Subsidiaries in the ordinary course Ordinary Course of business consistent with the Company's past practices Business since the Balance Sheet Date (none of which is a liability resulting from a breach of contract, claim, breach of warranty, tort, infringement or was misappropriation environmental matters, or that relates to any cause of action claim or lawsuit), (iii) for Liabilities that would not previously disclosed reasonably be expected, individually or in the aggregate, to Astor Capitalbe material to the Company and the Company Subsidiaries, Inc. taken as agent a whole, (iv) for Buyers Transaction Expenses, and (v) for Liabilities incurred at the prior written consent of Purchaser in connection with this Agreement, neither the Company nor any of the Company Subsidiaries has any Liabilities that would be required to be reflected or Buyer or disclosed reserved against on a balance sheet prepared in an SEC Filing .accordance with IFRS. (d) The Company and the Company Subsidiaries maintain a system of internal accounting controls and procedures that are sufficient to provide reasonable assurance that (i) material transactions of the Company and the Company Subsidiaries are executed only with

Financial Statements; No Undisclosed Liabilities. The Company has delivered or made available to Buyer true and complete copies Section 4(b) of its audited balance sheet as at March 31, 2001 and the related audited statements of operations and cash flows for the fiscal year ended March 31, 2001 including the related notes and schedules thereto as well as the same unaudited financial statements as of and for the six month period ended September 31, 2001 Seller Disclosure Schedules sets forth (collectively, the "Financial Statements"), and all management letters, if any, from the Company's independent auditors relating to the dates and periods covered by the Financial Statements. Each of the Financial Statements has been prepared in accordance with United States Generally Accepted Accounting Principles ("GAAP"i) (subject, in the case of the interim Financial Statements, to normal year end adjustments and the absence of footnotes) and in conformity with the practices consistently applied by the Company without modification of the accounting principles used in the preparation thereof, and fairly presents the financial position, results of operations and cash flows of the Company as at the dates and for the periods indicated. For purposes hereof, the audited balance sheet of Seller as of, and the Company related statements of operations and income / (loss) and stockholder’s equity for Seller for, the fiscal year ended June 30, 2010, and (ii) the unaudited balance sheet of Seller as at March 31of the five-month period ended November 30, 2001 is hereinafter referred to as 2010 (the "“Reference Date Balance Sheet" ”) and March 31the related statement of operations for such period ((i) and (ii) collectively, 2001 is hereinafter referred to as the "Balance Sheet Date"“Seller Financial Statements”). The Company unaudited Seller Financial Statements have been prepared on a basis consistent with the audited statements and presented without separate footnotes. Seller Financial Statements have been derived from Seller’s accounting books and records and present fairly in all material respects the results of operations for Seller for the respective periods covered thereby, in each case in accordance with GAAP, consistently applied, except as otherwise provided in Seller Financial Statements or on Section 4(b) of Seller Disclosure Schedules. Except as set forth in the Seller Financial Statements or in the Seller Disclosure Schedules, to its Knowledge, Seller has no indebtednessliabilities or obligations, obligations or liabilities of any kind (whether either accrued, absolute, contingent or otherwise, and whether due related to or to become duearising from the Business which are not reflected in (i) that would have been required to be reflected in, reserved against or otherwise described in the Reference Date Balance Sheet or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the Balance Sheet (ii) this Agreement or the notes thereto or was not Schedules hereto, except as have been incurred in the ordinary course of business consistent with the Company's past practices since the Balance Sheet Date or was not previously disclosed to Astor Capital, Inc. as agent for Buyers or Buyer or disclosed in an SEC Filing Reference Date.

Financial Statements; No Undisclosed Liabilities. The Company has delivered or made available to Buyer true and complete copies of its audited balance sheet as at March May 31, 2001 1998, and the related audited statements of operations and cash flows for the fiscal year ended March May 31, 2001 1998, including the related notes and schedules thereto as well as the same unaudited financial statements as of and for the six month period ended September 31, 2001 (collectively, the "Financial Statements"), and all management letters, if any, from the Company's independent auditors relating to the dates and periods covered by the Financial Statements. Each of the Financial Statements is complete and correct in all respects, has been prepared in accordance with United States Generally General Accepted Accounting Principles ("GAAP") (subject, in the case of the interim Financial Statements, to normal year end adjustments and the absence of footnotes) and in conformity with the practices consistently applied by the Company without modification of the accounting principles used in the preparation thereof, and fairly presents the financial position, results of operations and cash flows of the Company as at the dates and for the periods indicated. For purposes hereof, the audited balance sheet of the Company as at March 31November 30, 2001 1998, as filed in connection with the Company's Quarterly Report on Form 10-Q on January 19, 1999, is hereinafter referred to as the "Balance Sheet" and March 31November 30, 2001 1998, is hereinafter referred to as the "Balance Sheet Date". The Company has no indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the Balance Sheet or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the Balance Sheet or the notes thereto or was not incurred in the ordinary course of business consistent with the Company's past practices since the Balance Sheet Date or was not previously disclosed to Astor Capital, Inc. as agent for Buyers or Buyer or disclosed in an SEC Filing Date.

Financial Statements; No Undisclosed Liabilities. The Company has delivered or made available to Buyer true (a) True and complete copies of its the audited consolidated balance sheet of the Company as at March 31, 2001 2012, March 31, 2011 and March 31, 2010, and the related audited consolidated statements of operations income, retained earnings, stockholders’ equity and cash flows for changes in financial position of the fiscal year ended March 31Company, 2001 including the together with all related notes and schedules thereto as well thereto, accompanied by the reports thereon of the Company’s independent auditors (collectively referred to as the same “Financial Statements”) and the unaudited financial consolidated balance sheet of the Company as at February 28, 2013, and the related consolidated statements as of and income of the Company for the six eleven month period then ended September 31, 2001 (collectively, collectively referred to as the "“Interim Financial Statements"”), and all management letters, if any, from are attached hereto as Schedule 3.7(a) of the Company's independent auditors relating to the dates and periods covered by the Financial StatementsDisclosure Schedules. Each of the Financial Statements has and the Interim Financial Statements (i) are correct and complete in all material respects and have been prepared in accordance with United States Generally Accepted Accounting Principles the books and records of the Company, ("GAAP"ii) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered (except as may be indicated in any notes thereto) and applicable Law on good accounting practices, subject, in the case of the interim Interim Financial Statements, which shall not have any related notes and schedules thereto and to normal year end adjustments and the absence of footnotes) and exceptions contained in conformity with the practices consistently applied by the Company without modification of the accounting principles used in the preparation thereofSchedule 2.3(a), and (iii) fairly presents present in all material respects the consolidated financial position, results of operations and cash flows of the Company as at the respective dates thereof and for the respective periods indicated. For purposes hereofindicated therein, except as otherwise noted therein and subject, in the audited balance sheet case of the Company as at March 31Interim Financial Statements, 2001 is hereinafter referred to as the "Balance Sheet" normal and March 31recurring year-end adjustments that will not, 2001 is hereinafter referred to as the "Balance Sheet Date". The Company has no indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the Balance Sheet individually or in the notes thereto in accordance with GAAPaggregate, which was not fully reflected in, reserved against or otherwise described be material. The statements of income contained in the Balance Sheet Financial Statements and the Interim Financial Statements do not contain any items of special or the notes thereto nonrecurring income or was any other income not incurred earned in the ordinary course of business consistent with the Company's past practices since the Balance Sheet Date or was not previously disclosed to Astor Capitalpractice, Inc. except as agent for Buyers or Buyer or disclosed in an SEC Filing expressly specified therein.

Financial Statements; No Undisclosed Liabilities. The Company Seller has delivered or made available to Buyer true and complete copies of its (i) audited consolidated balance sheet as at March December 31, 2001 1995 and the related audited consolidated statements of operations and cash flows for the fiscal year years ended December 31, 1995 and December 31, 1994 and (ii) unaudited consolidated balance sheets as at March 31, 1996, June 30, 1996 and September 30, 1996, respectively, and the related unaudited consolidated statements of operations and cash flows for the three-month periods ended March 31, 2001 1996, June 30, 1996 and September 30, 1996, respectively, including in all such cases the related notes and schedules thereto as well as the same unaudited financial statements as of and for the six month period ended September 31, 2001 (collectively, the "Financial Statements"), and all management letters, if any, from the Company's independent auditors relating to the dates and periods covered by the Financial Statements. Each of the Financial Statements is complete and correct in all material respects, has been prepared in accordance with United States Generally General Accepted Accounting Principles ("GAAP") (subject, in the case of the interim Financial Statements, to normal year year-end adjustments and the absence of footnotes) and in conformity with the practices consistently applied by the Company without modification of the accounting principles used in the preparation thereof, and fairly presents the financial position, results of operations and cash flows of the Company and its consolidated subsidiaries as at the dates and for the periods indicated. For purposes hereof, the audited consolidated balance sheet of the Company and its subsidiaries as at March December 31, 2001 1995 is hereinafter referred to as the "Balance Sheet" and March December 31, 2001 1995 is hereinafter referred to as the "Balance Sheet Date". The Neither the Company nor any of its subsidiaries has no any indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the Balance Sheet or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the Balance Sheet or the notes thereto or was not incurred in the ordinary course of business consistent with the Company's past practices since the Balance Sheet Date or was not previously disclosed to Astor Capital, Inc. as agent for Buyers or Buyer or disclosed in an SEC Filing Date.