Common use of Financial Statements; Obligations Clause in Contracts

Financial Statements; Obligations. The Company and each Shareholder represents and warrants to Buyer as follows: The Company has delivered to Buyer (a) balance sheets and statements of operations, Shareholder' equity and cash flows of the Company at and for the fiscal years ended 2005 and 2006, and accompanying notes, and (b) unaudited balance sheets and unaudited statements of operations and cash flows of the Company at and for the one (1) month ended January 31, 2007. All the foregoing financial statements (including the notes thereto) are referred to as the "Financial Statements". The Financial Statements have been prepared in conformity with GAAP consistently applied throughout the periods covered, except as may be indicated in the notes thereto, and present fairly the financial position, results of operations and changes in financial position of the Company at the dates and for the periods indicated, subject, in the case of the unaudited financial statements, to normal recurring period-end adjustments. The Company has no liabilities or obligations of any nature (absolute, accrued or contingent) that are not fully reflected or reserved against in the Closing Balance Sheet, as prescribed by GAAP and the Financial Accounting Standards Board, except liabilities or obligations incurred since the date of the Closing Balance Sheet in the ordinary course of business and consistent with past practice. The Company maintains and will continue to maintain standard systems of accounting established and administered in accordance with GAAP. The Company is not a guarantor, indemnitor, surety or other obligor of any indebtedness of any other person or entity. Disclosure Schedule 3.6 sets forth all promissory notes, loans, lines of credits or similar obligations pursuant to which the Company is an obligor, together with all the amounts owed by the Company under such obligations, as of the Closing, and all liabilities under real property and equipment leases of the Company (the "Operating Liabilities").

Financial Statements; Obligations. The Company and each Shareholder represents and warrants to Buyer as follows: The Company has the Shareholders have delivered to Buyer (a) audited balance sheets and statements of operations, operations and Shareholder' 's equity and cash flows of in the Company at and for the fiscal years ended 2005 December 31, 1999, December 31, 2000, and 2006December 31, 2001, and accompanying notesnotes ("Audited Financial Statements"), and (b) unaudited unaudited, internally generated balance sheets and unaudited statements of operations and cash flows of Shareholder's equity in the Company at and for the one 11-month period ended November 30, 2002 (1) month ended January 31, 2007"Interim Financial Statements"). All the foregoing financial statements (including the notes thereto) are referred to as the "Financial Statements"" and such Financial Statements are attached hereto as Disclosure Schedule 3.6. The Audited Financial Statements have been prepared in conformity with GAAP consistently applied throughout the periods covered, except as may be indicated in the notes thereto, covered and present fairly the financial position, position and results of operations and changes in financial position of the Company at the dates and for the periods indicated, subject, . The Interim Financial Statements were prepared in the case of the accordance with Company practice for its interim unaudited financial statements, are prepared on a consistent basis throughout the periods covered thereby and were prepared in conformity with GAAP consistently applied subject to normal recurring period-year end adjustmentsadjustments and lack footnotes and other presentation items. The Company has no liabilities or obligations of any nature (absolute, accrued accrued, or contingent) that are not fully reflected or reserved against in the Closing Balance SheetAudited Financial Statements or the Interim Financial Statements, as prescribed by GAAP and the Financial Accounting Standards Board, except liabilities or obligations set forth on Disclosure Schedule 3.6 and those incurred since the date of the Closing Balance Sheet Interim Financial Statements in the ordinary course of business and consistent with past practice. The Company maintains and will continue to maintain standard systems of accounting established and administered in accordance with GAAP. The Company is not a guarantor, indemnitor, surety or other obligor of any indebtedness of any other person or entityPerson. Disclosure Schedule 3.6 sets forth all promissory notes, loans, lines of credits or similar obligations pursuant to which the Company is an obligor, together with all the amounts owed by the Company under such obligations, as As of the Closing, and all liabilities under real property and equipment leases of there will be no Third Party Debt, other than the Company (amounts owed to Flagstar Bank, N.A., the "Operating Liabilities")Company's warehouse lender, for mortgages funded but not sold prior to Closing.

Financial Statements; Obligations. The Company and each Shareholder represents and warrants to Buyer as follows: The Company has delivered to Buyer AVT (a) unaudited balance sheets and statements of operations, Shareholderoperations and stockholders' equity and cash flows of the Company at and for the fiscal years ended 2005 December 31, 1998 and 2006December 31, and accompanying notes1999, and (b) unaudited balance sheets and unaudited statements of operations and cash flows stockholders' equity of the Company at and for the one (1) month ended January following periods: March 31, 20072000, June 30, 2000 and September 30, 2000 and (c) an unaudited balance sheet as of November 30, 2000 (the "November Balance Sheet"). All the foregoing financial statements (including the notes thereto) are referred to as the "Company Financial Statements". ." The Company Financial Statements have been prepared in conformity on a basis consistent with GAAP consistently applied throughout the prior accounting periods covered, except as may be indicated in the notes thereto, and fairly present fairly the financial position, results of operations and changes in financial position of the Company at as of the dates and for the periods indicated, subject, in the case of the unaudited financial statements, to normal recurring period-end adjustments. The Company has no material liabilities or obligations of any nature (absolute, accrued or contingent) that are not fully reflected or reserved against in the Closing November Balance Sheet, as prescribed by GAAP and the Financial Accounting Standards Board, Sheet except (i) liabilities or obligations incurred since the date of the Closing November Balance Sheet in the ordinary course of business and consistent with past practicepractice or (ii) as specifically set forth on Schedule 4.6. The Company maintains and will continue to maintain standard systems of accounting established and administered in accordance with GAAPthat are adequate for its business. The Except as disclosed on Schedule 4.6, the Company is not a guarantor, indemnitor, surety or other obligor of any indebtedness of any other person or entityPerson. Disclosure Schedule 3.6 4.6 sets forth all promissory notes, loans, lines of credits or similar obligations pursuant to which the Company is an obligor, together with all the amounts owed by the Company under such obligations, as of the Closing, date hereof. Schedule 4.6 sets forth all indebtedness and all liabilities under real property and equipment leases other obligations of the Company (Holders relating to the "Operating Liabilities")Company, together with all the amounts owed by the Holders in respect thereof, as of the date hereof.

Financial Statements; Obligations. The Company and each Shareholder represents and warrants to Buyer as follows: (a) The Company has delivered to Buyer (a) a balance sheets sheet and statements statement of operations, Shareholdershareholders' equity and cash flows of the Company at and for the fiscal years year ended 2005 and 2006July 31, 2000, and accompanying notes, audited by KPMG, LLP, independent auditors and chartered accountants, and (b) unaudited balance sheets sheet and unaudited statements statement of operations and cash flows of the Company at and for the one (1) four month period-ended January 31November 30, 20072000. All the foregoing financial statements (including the notes thereto) are referred to as the "Financial Statements". The audited Financial Statements have been prepared in conformity with GAAP consistently applied throughout the periods covered, except as may be indicated in the notes thereto, and the Financial Statements present fairly the financial position, results of operations and changes in financial position of the Company on a consolidated basis at the dates and for the periods indicated, subject, in the case of the unaudited financial statements, to normal recurring period-end adjustments. The Company has no liabilities or obligations of any nature (absolute, accrued or contingent) that are not fully reflected or reserved against in the Closing Balance Sheet, as prescribed by GAAP and the Financial Accounting Standards Board, except liabilities or obligations incurred since the date of the Closing Balance Sheet in the ordinary course of business and consistent with past practice. The Company maintains and will continue to maintain standard systems of accounting established and administered in accordance with GAAP. The Company is not a guarantor, indemnitor, surety or other obligor of any indebtedness of any other person or entityPerson. Disclosure Schedule 3.6 sets forth all promissory notes, loans, lines of credits or similar obligations pursuant to which the Company is an obligor, together with all the amounts owed by the Company under such obligations, as of the Closing, and all liabilities under real property and equipment leases of the Company company (the "Operating Lease Liabilities")) as of October 31, 2000. Disclosure Schedule 3.6 also sets forth all indebtedness and other obligations of the Shareholders relating to the Company, together with all the amounts owed by such Shareholders in respect thereof, as of the Closing.

Financial Statements; Obligations. The Company and each Shareholder represents and warrants to Buyer as follows: The Company has delivered to Buyer (a) balance sheets and statements of operations, Shareholder' equity and cash flows of the Company at and for the fiscal years ended 2005 and 2006, and accompanying notes, and (b) unaudited balance sheets and unaudited statements of operations and cash flows of the Company at and for the one (1) month ended January following periods: December 31, 20071997 through July 31, 1999. All the foregoing financial statements (including the notes thereto) are referred to as the "Company Financial Statements". ." The Company Financial Statements have been prepared in conformity with GAAP consistently applied throughout the periods covered, except as may be indicated in the notes thereto, and present fairly the financial position, results of operations and changes in financial position of the Company as at the dates and for the periods indicated, subject, in the case of the unaudited financial statements, subject to normal recurring period-end adjustments. The Company has no material liabilities or obligations of any nature (absolute, accrued or contingent) that are not fully reflected or reserved against in the Closing Company Balance Sheet, as prescribed by GAAP and the Financial Accounting Standards Board, except (i) liabilities or obligations incurred since the date of the Closing Company Balance Sheet in the ordinary course of business and consistent with past practicepractice or (ii) as specifically set forth on Disclosure Schedule 3.6. The Company maintains and will continue to maintain standard systems of accounting established and administered in accordance with GAAP. The Except as disclosed on Disclosure Schedule 3.6, the Company is not a guarantor, indemnitor, surety or other obligor of any indebtedness of any other person or entityPerson. Disclosure Schedule 3.6 sets forth all promissory notes, loans, lines of credits or similar obligations pursuant to which the Company is an obligor, together with all the amounts owed by the Company under such obligations, as of the Closing, date hereof. Disclosure Schedule 3.6 sets forth all indebtedness and all liabilities under real property and equipment leases other obligations of the Company (Members relating to the "Operating Liabilities")Company, together with all the amounts owed by such Members in respect thereof, as of the date hereof.

Financial Statements; Obligations. The Company and each Shareholder Each Member represents and warrants to Buyer as follows: The Company has delivered to Buyer (a) balance sheets and statements of operations, ShareholderMembers' equity and cash flows of the Company at and for the fiscal years ended 2005 and 2006____________2005, and accompanying notes, and (b) unaudited balance sheets and unaudited statements of operations and cash flows of the Company at and for the one (1) month nine months ended January 31September 30, 20072006. All the foregoing financial statements (including the notes thereto) are referred to as the "Financial Statements". The Financial Statements have been prepared in conformity with GAAP consistently applied throughout the periods covered, except as may be indicated in the notes thereto, and present fairly the financial position, results of operations and changes in financial position of the Company at the dates and for the periods indicated, subject, in the case of the unaudited financial statements, to normal recurring period-end adjustments. The Company has no liabilities or obligations of any nature (absolute, accrued or contingent) that are not fully reflected or reserved against in the Closing Balance Sheet, as prescribed by GAAP and the Financial Accounting Standards Board, except liabilities or obligations incurred since the date of the Closing Balance Sheet in the ordinary course of business and consistent with past practice. The Company maintains and will continue to maintain standard systems of accounting established and administered in accordance with GAAP. The Company is not a guarantor, indemnitor, surety or other obligor of any indebtedness of any other person or entity. Disclosure Schedule 3.6 sets forth all promissory notes, loans, lines of credits or similar obligations pursuant to which the Company is an obligor, together with all the amounts owed by the Company under such obligations, as of the Closing, and all liabilities under real property and equipment leases of the Company (the "Operating Lease Liabilities").. Interest Purchase Agreement