Common use of Financial Statements of the Company Clause in Contracts

Financial Statements of the Company. As soon as practicable but in any event within 30 days after the end of each calendar month commencing with July, 1998, through the consummation of the Offer or earlier termination of this Agreement in accordance with Article VII, the Company will deliver to Crane unaudited consolidated balance sheets of the Company and its Subsidiaries as at the end of such calendar month and as at the end of the comparative month of the preceding year, together with unaudited summaries of consolidated earnings of the Company and its Subsidiaries for such calendar month and the comparative calendar month of the preceding year. As soon as practicable but in any event within 30 days after the end of each fiscal quarter of the Company, commencing with June 30, 1998, and within 60 days after the end of the fiscal year ended December 31, 1998, as the case may be, through the consummation of the Offer or earlier termination of this Agreement in accordance with Article VII, the Company will deliver to Crane unaudited consolidated and consolidating balance sheets of the Company and its Subsidiaries as at the end of such fiscal quarter and as at the end of the comparative fiscal quarter of the preceding year, together with the related unaudited statements of consolidated income and cash flows for the fiscal quarters then ended. All such financial statements of the Company shall present fairly, in all material respects, the financial position, results of operations and cash flows of the Company and its Subsidiaries, as at or for the periods indicated (and, in the case of all such financial statements which are interim financial statements, shall contain all adjustments necessary so to present fairly) and shall be prepared in accordance with generally accepted accounting principles (other than to omit certain footnotes which might be required thereby and subject, in the case of interim financial statements, to normal year-end adjustments) consistent with past practice, except as otherwise indicated in such statements. All such financial statements of the Company shall be certified, on behalf of the Company, by the President and Chief Financial Officer of the Company.

Financial Statements of the Company. As The Company shall deliver to each holder of Securities one (1) copy of the following: (a) as soon as practicable but and, in any event case, within 30 ninety (90) days after the end close of each calendar month commencing with July, 1998, through the consummation Fiscal Year of the Offer or earlier termination of this Agreement in accordance with Article VIICompany, the Company's Report on Form 10-K (or any successor form) filed with the Securities and Exchange Commission, which shall include the audited consolidated financial statements of the Company will deliver to Crane unaudited and its Subsidiaries consisting of the audited consolidated balance sheets sheet of the Company and its Subsidiaries as at of the end of such calendar month Fiscal Year and as at the end audited consolidated statements of the comparative month of the preceding yearincome, together with unaudited summaries of consolidated earnings changes in stockholders' equity and cash flows of the Company and its Subsidiaries for such calendar month Fiscal Year, setting forth in each case, in comparative form, the figures for the preceding Fiscal Year, all in reasonable detail, such consolidated financial statements to be accompanied by an opinion thereon of KPMG Peat Marwick LLP or another firm of independent certified public accountants of recognized national standing in the United States, which opinion (i) shall be unqualified as to application of GAAP and unqualified as to audit scope, and (ii) shall state that (A) the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards and, accordingly, included such tests of the accounting records and such other auditing procedures as were considered necessary in the circumstances, and (B) such financial statements present fairly the financial position of the Company and its Subsidiaries at such date and the comparative calendar month results of the preceding year. As operations and cash flows thereof for such period and have been prepared in accordance with generally accepted accounting principles consistently applied (except as otherwise disclosed therein with respect to changes in application in which such accountants concur), and also accompanied by management's discussion and analysis of variances; (b) as soon as practicable but and, in any event case, within 30 forty-five (45) days after the end of each fiscal quarter of the first three (3) Fiscal Quarters in each Fiscal Year of the Company, commencing the Company's Report on Form 10-K (or any successor form) filed with June 30the Securities and Exchange Commission, 1998, and within 60 days after which shall include the end unaudited consolidated financial statements of the fiscal year ended December 31Company and its Subsidiaries, 1998, as the case may be, through the consummation consisting of the Offer or earlier termination of this Agreement in accordance with Article VII, the Company will deliver to Crane unaudited consolidated and consolidating balance sheets sheet of the Company and its Subsidiaries as at of the end of such fiscal quarter Fiscal Quarter and as at the end of the comparative fiscal quarter of the preceding year, together with the related unaudited consolidated statements of consolidated income and cash flows for the fiscal quarters then ended. All such financial statements of the Company shall present fairlyincome, changes in all material respects, the financial position, results of operations stockholders' equity and cash flows of the Company and its Subsidiaries, as at or Subsidiaries for such Fiscal Quarter and for the Fiscal Year to date, setting forth in each case in comparative form, the figures for the corresponding periods indicated (andof the preceding Fiscal Year, all in reasonable detail and certified by the case chief financial officer or the treasurer of all such the Company as being a complete and correct copy of the Company's financial statements which are interim financial statements, shall contain all adjustments necessary so to present fairly) and shall be have been prepared in accordance with generally accepted accounting principles consistently applied (other than to omit certain footnotes except as otherwise disclosed therein) and which might be required thereby present fairly the financial position of the Company and its Subsidiaries and results of operations and cash flows thereof subject, in the case of interim financial statementseach case, to normal changes resulting from year-end audit adjustments, together with management's discussion and analysis of variances; and 39 (c) consistent contemporaneously with past practicethe filing thereof with the Securities and Exchange Commission, except as otherwise indicated in such statements. All such financial statements of all other reports filed by the Company shall be certifiedwith the Securities and Exchange Commission including, without limitation, Reports on behalf of the Company, by the President Form 8-K and Chief Financial Officer of the Companyproxy statements.

Financial Statements of the Company. As The Company covenants that it will deliver to each holder of a Note two copies of the following: (a) as soon as practicable but and, in any event case, within 30 90 days after the end close of each calendar month commencing with JulyFiscal Year, 1998, through the consummation consolidated balance sheet of the Offer or earlier termination Company, setting forth the consolidated statement of this Agreement in accordance with Article VII, the Company will deliver to Crane unaudited consolidated balance sheets financial position of the Company and its Subsidiaries Subsidiary as at of the end of such calendar month Fiscal Year and as at the end consolidated statements of the comparative month of the preceding yearearnings, together with unaudited summaries of consolidated earnings stockholders' equity and cash flow of the Company and its Subsidiaries Subsidiary for such calendar month and Fiscal Year, setting forth in each case, in comparative form, the comparative calendar month figures for the preceding Fiscal Year, all in reasonable detail, such consolidated financial statements of the preceding year. As soon as practicable but Company to be accompanied by an unqualified opinion thereon of a firm of independent certified public accountants of nationally recognized standing, which opinion shall state that (i) the examination of such accountants in any event within 30 days after the end of each fiscal quarter of the Company, commencing connection with June 30, 1998, and within 60 days after the end of the fiscal year ended December 31, 1998, as the case may be, through the consummation of the Offer or earlier termination of this Agreement such financial statements has been made in accordance with Article VIIgenerally accepted auditing standards and, accordingly, included such tests of the Company will deliver to Crane unaudited consolidated accounting records and consolidating balance sheets such other auditing procedures as were considered necessary in the circumstances, and (ii) such financial statements present fairly the financial condition of the Company and its Subsidiaries as Subsidiary at such date and the end of such fiscal quarter and as at the end of the comparative fiscal quarter of the preceding year, together with the related unaudited statements of consolidated income and cash flows for the fiscal quarters then ended. All such financial statements of the Company shall present fairly, in all material respects, the financial position, results of operations thereof for such period and cash flows of the Company and its Subsidiaries, as at or for the periods indicated (and, in the case of all such financial statements which are interim financial statements, shall contain all adjustments necessary so to present fairly) and shall be have been prepared in accordance with generally accepted accounting principles consistently applied, except for changes in application of generally accepted accounting principles in which such accountants concur; and (other than to omit certain footnotes which might be required thereby and subjectb) as soon as practicable and, in any case, within 45 days after the case end of interim financial statementseach of the first three Fiscal Quarters, to normal year-end adjustments) consistent with past practice, except as otherwise indicated in such statements. All such the consolidated financial statements of the Company shall be certifiedand its Subsidiary, on behalf setting forth the unaudited consolidated balance sheet of the CompanyCompany and its Subsidiary as of the end of such accounting period and the unaudited consolidated statements of earnings, stockholders' equity and cash flow of the Company and its Subsidiary for such Fiscal Quarters and for the Fiscal Year to date, setting forth in each case, in comparative form, the figures for the corresponding periods of the preceding fiscal year, all in reasonable detail and prepared and certified by the President and Chief Financial Officer or Treasurer of the Company as complete and correct, as having been prepared in accordance with generally accepted accounting principles consistently applied and as presenting fairly the financial condition of the Company and its Subsidiary and results of operations thereof subject, in each case, to changes resulting from year-end audit adjustments, together with comments and quarterly budget analysis prepared for presentation to the Board of Directors of the Company.

Financial Statements of the Company. As (a) The Company shall deliver to Parent as soon as practicable practicable, but in any event within 30 fifteen (15) calendar days after the end of each calendar monthly accounting period beginning with the month commencing ended August 31, 2003 (except that for the month ended August 31, 2003, the delivery date shall be within fifteen (15) days after the execution date of this Agreement), and ending with July, 1998, through the consummation monthly accounting period occurring before the earlier of the Offer Effective Time or earlier the termination of this Agreement in accordance with Article VIIits terms, an unaudited pro forma balance sheet and a statement of income for the Company will deliver to Crane unaudited Company, which financial statements shall be prepared in the ordinary course of business, in accordance with the Company's books and records and GAAP (except that such financial statements need not contain the footnotes required by GAAP) and shall fairly present the consolidated balance sheets financial position of the Company as of their respective dates and its Subsidiaries as at the end of such calendar month and as at the end results of the comparative month of Company's operations for the preceding yearperiods then ended. (b) The Company shall use its best efforts and Parent shall use its best efforts to assist the Company to complete, together with unaudited summaries of consolidated earnings as promptly as practicable, and in no event later than forty-five (45) days after the date hereof, an audit of the Company conducted by an independent accounting firm of regional or national standing reasonably acceptable to Parent and its Subsidiaries for such calendar month deliver to Parent, (i) the Company's audited balance sheet as of December 31, 2002, and the comparative calendar month related audited statements of income, cash flow and stockholder's equity for the preceding year. As soon as practicable but in any event within 30 days after the end of each fiscal quarter of the Company, commencing with June 30, 1998, and within 60 days after the end of the fiscal year ended December 31, 19982002, with an unqualified auditor's opinion subject only to a going concern qualification if deemed necessary by the auditor giving such opinion (the "Unqualified Audit Opinion"), (ii) such other audited financial statements, including the Unqualified Audit Opinion, as may be required pursuant to Form 8-K under the case may be, through Exchange Act or otherwise pursuant to the consummation requirements of the Offer or earlier termination of this Agreement in accordance with Article VII, Exchange Act and the Company will deliver to Crane unaudited consolidated rules and consolidating balance sheets regulations of the Company SEC promulgated thereunder applicable to Parent and its Subsidiaries as at Sub (the end of "Form 8-K Rules"), and (iii) such fiscal quarter and as at the end of the comparative fiscal quarter of the preceding year, together with the related other unaudited statements of consolidated income and cash flows for the fiscal quarters then ended. All such financial statements of and information as may be required pursuant to the Company Form 8-K Rules. Such financial statements shall present fairly, be correct in all material respects, the financial position, results of operations respects and cash flows of the Company and its Subsidiaries, as at or for the periods indicated (and, in the case of all such financial statements which are interim financial statements, shall contain all adjustments necessary so to present fairly) and shall be have been prepared in accordance with generally accepted accounting principles (other than to omit certain footnotes which might be required thereby GAAP consistently applied on a basis consistent throughout the periods indicated and subject, in the case of interim financial statements, to normal year-end adjustments) consistent with past practiceeach other. Financial statements meeting the requirements of this Section 5.11(b), except including without limitation clauses (i) and (ii) hereof, are collectively referred to herein as otherwise indicated in such statements. All such financial statements of the "Audited Company shall be certified, on behalf of the Company, by the President and Chief Financial Officer of the CompanyStatements."

Financial Statements of the Company. (a) As soon as practicable but in any event within 30 45 days after the end of each calendar month commencing with July, 1998August 1997, through the consummation of the Offer Effective Time or earlier termination of this Agreement in accordance with Article VII, the Company will deliver to Crane USF unaudited consolidated balance sheets of the Company and its Subsidiaries as at the end of such calendar month and as at the end of the comparative month of the preceding year, together with unaudited summaries of consolidated earnings of the Company and its Subsidiaries for such calendar month and the comparative calendar month of the preceding year. As soon as practicable but in any event within 30 45 days after the end of each fiscal quarter of the Company, commencing with June September 30, 19981997, and within 60 days after the end of the fiscal year ended December 31, 19981997, as the case may be, through the consummation of the Offer Effective Time or earlier termination of this Agreement in accordance with Article VII, the Company will deliver to Crane USF unaudited consolidated and consolidating balance sheets of the Company and its Subsidiaries as at the end of such fiscal quarter and as at the end of the comparative fiscal quarter of the preceding year, together with the related unaudited statements of consolidated income and cash flows for the fiscal quarters then ended. All such financial statements of the Company shall present fairly, in all material respects, the financial position, results of operations and cash flows of the Company and its SubsidiariesCompany, as at or for the periods indicated (and, in the case of all such financial statements which are interim financial statements, shall contain all adjustments necessary so to present fairly) and shall be prepared in accordance with generally accepted accounting principles (other than to omit certain footnotes which might be required thereby and subject, in the case of interim financial statements, to normal year-end adjustments) consistent with past practice, except as otherwise indicated in such statements. All such financial statements of the Company shall be certified, on behalf of the Company, by the President and Chief Financial Officer of the Company. (b) The Company will deliver to USF financial statements (including related notes thereto) at December 31, 1997 and for the year then ended, prepared in accordance with generally accepted accounting principles applied on a consistent basis with prior periods, together with the report thereon of Xxxxxx Xxxxxxxx LLP (the "1997 Financial Statements"), within 10 days of their availability. USF shall have 10 days to notify the Company in writing of any disagreement with the 1997 Financial Statements, which notice shall state with reasonable specificity the reasons for any disagreement and identify the items and amounts in dispute. If any disagreement concerning the 1997 Financial Statements is not resolved by USF and the Company within 10 days following the receipt by USF of the 1997 Financial Statements, USF and the Company shall promptly engage the New York office of Coopers & Xxxxxxx LLP on standard terms and conditions for a matter of such nature. The engagement agreement with the independent accountants shall require the independent accountants to make their determination with respect to the items in dispute within 10 days following the receipt by USF of the 1997 Financial Statements. The resolution by the independent accountants of any dispute concerning the 1997 Financial Statements shall be final, binding and conclusive upon the parties.

Financial Statements of the Company. As The Company shall deliver to ------------------------------------- each holder of any Note two (2) copies of the following: (a) as soon as practicable but and, in any event case, within 30 sixty (60) days after the end of each calendar month commencing with July, 1998, through the consummation of the Offer or earlier termination first three Fiscal Quarters in each Fiscal Year, unaudited consolidated financial statements of this Agreement in accordance with Article VII, the Company will deliver and the Subsidiaries setting forth the consolidated balance sheets of the Company and the Subsidiaries as at the end of each such Fiscal Quarter and the (a) with respect to Crane unaudited consolidated financial statements; (b) as soon as practicable and, in any case, within one hundred twenty (120) days after the end of each Fiscal Year, audited consolidated financial statements of the Company and its Subsidiaries, setting forth the consolidated balance sheets of the Company and its Subsidiaries as at of the end of such calendar month Fiscal Year and as at the end consolidated income statements and statements of the comparative month of the preceding year, together with unaudited summaries of consolidated retained earnings and cash flows of the Company and its Subsidiaries for such calendar month and Fiscal Year, setting forth in each case, in comparative form, the comparative calendar month of figures for the preceding year. As soon as practicable but Fiscal Year, all in any event within 30 days after the end of each fiscal quarter of the Companyreasonable detail, commencing with June 30, 1998, and within 60 days after the end of the fiscal year ended December 31, 1998, as the case may be, through the consummation of the Offer or earlier termination of this Agreement in accordance with Article VII, the Company will deliver to Crane unaudited consolidated and consolidating balance sheets of the Company and its Subsidiaries as at the end of such fiscal quarter and as at the end of the comparative fiscal quarter of the preceding year, together with the related unaudited statements of consolidated income and cash flows for the fiscal quarters then ended. All such financial statements to be accompanied by an opinion thereon of Ernst & Young LLP or other independent certified public accountants selected by the Company shall present fairly, in all material respects, the financial position, results of operations good and cash flows of the Company and its Subsidiaries, as at or for the periods indicated (and, recognized national standing in the case of all United States or other independent certified public accountants reasonably acceptable to you, relating to such financial statements which are interim consolidated financial statements, shall contain all adjustments necessary so to present fairly) which report and opinion shall be prepared in accordance with generally accepted accounting principles (other than standards relating to omit certain footnotes which might reporting and not subject to any material qualifications; provided, however, that at such time and so long as the Company shall be required thereby and subjectto file reports with the Commission pursuant to the Exchange Act, in the case delivery of interim its annual report on Form 10-K shall satisfy the requirements of this ss.10.1 (b) with regard to consolidated financial statements, statements to normal year-end adjustments) consistent with past practice, except as otherwise indicated in such statements. All such the extent that the consolidated financial statements of the Company shall be certified, on behalf of and its Subsidiaries are audited and the Company, by the President and Chief Financial Officer of the Company.opinion with respect thereto is unqualified;