Common use of Financial Statements; Receivables Clause in Contracts

Financial Statements; Receivables. Attached hereto as Exhibit G are true, correct and complete copies of the Corporation's most recent unaudited financial statements which, together with the financial statements (including the notes and exhibits thereto) to be delivered pursuant to Section 1.3 herein (the "Financial Statements") were and will be prepared in accordance with the books and records of the Corporation, are and will be complete and correct in all material respects, have and will have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP"), applied consistently with the past practices of the Corporation, except where otherwise specifically noted therein, and present and will present fairly in all material respects the financial position, results of operations and changes in financial position or cash flows, whichever is applicable, of the Corporation as at the dates and for the periods indicated (subject, in the case of the unaudited financial statements, to normal year-end audit adjustments). Without limiting the foregoing, no undisclosed liabilities or obligations of any nature (whether known or unknown, or absolute, accrued, contingent or otherwise) shall exist as at Closing in Escrow or the Closing not reflected in the most recently dated balance sheet supplied to the Company. The Corporation has paid all federal, state and local income, profits, franchises, sales, use, occupation, property, excise and payroll taxes, and all license fees and other charges imposed upon it, and has timely filed all tax returns and related documents required to be filed with any governmental authority. There are no outstanding or proposed statements of deficiency in tax payments to any federal, state, local or foreign government with respect to the Corporation for any tax period. As of the dates such Financial Statements were and will be prepared, all accounts receivable reflected on the Financial Statements (i) have and will have arisen from bona fide transactions in the ordinary course of the Corporation's business, consistent with its past practices, and (ii) are good and collectible at the aggregate recorded amounts thereof, net of any applicable reserves for returns or doubtful accounts which are reflected in such Financial Statements (such reserves, the "Reserves"); such Reserves are adequate and reasonable and were established in accordance with GAAP.

Financial Statements; Receivables. Attached hereto as Exhibit G J are true, correct and complete copies of the Corporation's most recent unaudited financial statements for the Business which, together with the financial statements (including the notes and exhibits thereto) ), to be delivered to the Company pursuant to Section 1.3 1.4 herein (the "Financial Statements") were and will be prepared in accordance with the books and records of the CorporationBusiness, are and will be complete and correct in all material respects, have and will have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP"), applied consistently with the past practices of the CorporationBusiness, except where otherwise specifically noted therein, and present and will present fairly in all material respects the financial position, results of operations and changes in financial position or cash flows, whichever is applicable, of the Corporation Business as at the dates and for the periods indicated (subject, in the case of the unaudited financial statements, to normal year-end audit adjustments). Without limiting the foregoing, no undisclosed liabilities or obligations of any nature (whether known or unknown, or absolute, accrued, contingent or otherwise) shall exist as at Closing in Escrow or the Closing not reflected in the Business's most recently dated balance sheet supplied to the Company. The Corporation Business Contribution Member has paid all federal, state and local income, profits, franchises, sales, use, occupation, property, excise and payroll taxes, and all license fees and other charges imposed upon it, and has timely filed all tax returns and related documents required to be filed with any governmental authority. There are no outstanding or proposed statements of deficiency in tax payments to any federal, state, local or foreign government with respect to the Corporation Business Contribution Member for any tax period. As of the dates such Financial Statements were and will be prepared, all accounts receivable reflected on the Financial Statements (i) have and will have arisen from bona fide transactions in the ordinary course of the CorporationBusiness Contribution Member's business, consistent with its past practices, and (ii) are good and collectible at the aggregate recorded amounts thereof, net of any applicable reserves for returns or doubtful accounts which are reflected in such Financial Statements (such reserves, the "Reserves"); such Reserves are adequate and reasonable and were established in accordance with GAAP.

Financial Statements; Receivables. Attached hereto as Exhibit G are true, correct and complete copies of the Corporation's most recent unaudited financial statements which, together with the financial statements (including the notes and exhibits thereto) to be delivered pursuant to Section 1.3 herein (the "Financial Statements") were and will be prepared in accordance with the books and records of the Corporation, are and will be complete and correct in all material respects, have and will have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP"), applied consistently with the past practices of the Corporation, except where otherwise specifically noted therein, and present and will present fairly in all material respects the financial position, results of operations and changes in financial position or cash flows, whichever is applicable, of the Corporation as at the dates and for the periods indicated (subject, in the case of the unaudited financial statements, to normal year-end audit adjustments). Without limiting the foregoing, no undisclosed liabilities or obligations of any nature (whether known or unknown, or absolute, accrued, contingent or otherwise) shall exist as at Closing in Escrow or the Closing not reflected in the most recently dated balance sheet supplied to the Company. The Corporation has paid all federal, state and local income, profits, franchises, sales, use, occupation, property, excise and payroll taxes, and all license fees and other charges imposed upon it, and has timely filed all tax returns and related documents required to be filed with any governmental authority. There are no outstanding or proposed statements of deficiency in tax payments to any federal, state, local or foreign government with respect to the Corporation for any tax period. As of the dates such Financial Statements were and will be prepared, all accounts receivable reflected on the Financial Statements Statements (i) have and will have arisen from bona fide transactions in the ordinary course of the Corporation's business, consistent with its past practices, and (ii) are good and collectible at the aggregate recorded amounts thereof, net of any applicable reserves for returns or doubtful accounts which are reflected in such Financial Statements (such reserves, the "Reserves"); such Reserves are adequate and reasonable and were established in accordance with GAAP.

Financial Statements; Receivables. Attached hereto as Exhibit G are true, correct and complete copies of the Corporation's most recent unaudited financial statements which, together with the financial statements (including the notes and exhibits thereto) to be delivered pursuant to Section 1.3 herein (the "Financial Statements") were and will be prepared in accordance with the books and records of the Corporation, are and will be complete and correct in all material respects, have and will have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP"), applied consistently with the past practices of the Corporation, except where otherwise specifically noted therein, and present and will present fairly in all material respects the financial position, results of operations and changes in financial position or cash flows, whichever is applicable, of the Corporation as at the dates and for the periods indicated (subject, in the case of the unaudited financial statements, to normal year-end audit adjustments). Without limiting the foregoing, no undisclosed liabilities or obligations of any nature (whether known or unknown, or absolute, accrued, contingent or otherwise) shall exist as at Closing in Escrow or the Closing not reflected in the most recently dated balance sheet supplied to the Company. The Corporation has paid all federal, state and local income, profits, franchises, sales, use, occupation, property, excise and payroll taxes, and all license fees and other charges imposed upon it, and has timely filed all tax returns and related documents required to be filed with any governmental authority. There are no outstanding or proposed statements of deficiency in tax payments to any federal, state, local or foreign government with respect to the Corporation for any tax period. As of the dates such Financial Statements were and will be prepared, all accounts receivable reflected on the Financial Statements (i) have and will have arisen from bona fide transactions in the ordinary course of the Corporation's business, consistent with its past practices, practices and (ii) are good and collectible at the aggregate recorded amounts thereof, net of any applicable reserves for returns or doubtful accounts which are reflected in such Financial Statements (such reserves, the "Reserves"); such Reserves are adequate and reasonable and were established in accordance with GAAP.

Financial Statements; Receivables. Attached hereto as Exhibit G J are true, correct and complete copies of the Corporation's most recent unaudited financial statements for the Business which, together with the financial statements (including the notes and exhibits thereto) ), to be delivered to the Company pursuant to Section 1.3 1.4 herein (the "Financial Statements") were and will be prepared in accordance with the books and records of the CorporationBusiness, are and will be complete and correct in all material respects, have respects to the best knowledge of the Business Contribution Member and will have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP")the Members, applied consistently with the past practices of the CorporationBusiness, except where otherwise specifically noted therein, and, to the best knowledge of the Business Contribution Member and the Members, present and will present fairly in all material respects the financial position, results of operations and changes in financial position or cash flows, whichever is applicable, of the Corporation Business as at the dates and for the periods indicated (subject, in the case of the unaudited financial statements, to normal year-end audit adjustments). Without limiting the foregoing, no undisclosed liabilities or obligations of any nature (whether known or unknown, or absolute, accrued, contingent or otherwise) shall exist as at Closing in Escrow or the Closing not reflected in the Business's most recently dated balance sheet supplied to the Company. The Corporation Business Contribution Member has paid all federal, state and local income, profits, franchises, sales, use, occupation, property, excise and payroll taxes, and all license fees and other charges imposed upon it, and has timely filed all tax returns and related documents required to be filed with any governmental authority. There are no outstanding or proposed statements of deficiency in tax payments to any federal, state, local or foreign government with respect to the Corporation Business Contribution Member for any tax period. As of the dates such Financial Statements were and will be prepared, all accounts receivable reflected on the Financial Statements (i) have and will have arisen from bona fide transactions in the ordinary course of the CorporationBusiness Contribution Member's business, consistent with its past practices, and (ii) are good and collectible at the aggregate recorded amounts thereof, net of any applicable reserves for returns or doubtful accounts which are reflected in such Financial Statements (such reserves, the "Reserves"); such Reserves are adequate and reasonable and were established in accordance with GAAP.

Financial Statements; Receivables. Attached hereto as Exhibit G J are true, correct and complete copies of the Corporation's most recent unaudited financial statements for the Business which, together with the financial statements (including the notes and exhibits thereto) ), to be delivered to the Company pursuant to Section 1.3 1.4 herein (the "Financial Statements") were and will be prepared in accordance with the books and records of the CorporationBusiness, are and will be complete and correct in all material respects, have and will have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP"), applied consistently with the past practices of the CorporationBusiness, except where otherwise specifically noted therein, and present and will present fairly in all material respects the financial position, results of operations and changes in financial position or cash flows, whichever is applicable, of the Corporation Business as at the dates and for the periods indicated (subject, in the case of the unaudited financial statements, to normal year-end audit adjustments). Without limiting the foregoing, no undisclosed liabilities or obligations of any nature (whether known or unknown, or absolute, accrued, contingent or otherwise) shall exist as at Closing in Escrow or the Closing not reflected in the Business's most recently dated balance sheet supplied to the Company, [other than those incurred in the ordinary course of business consistent with past practice]. The Corporation Business Contribution Member has paid all federal, state and local income, profits, franchises, sales, use, occupation, property, excise and payroll taxes, and all license fees and other charges imposed upon it, and has timely filed all tax returns and related documents required to be filed with any governmental authority. There are no outstanding or proposed statements of deficiency in tax payments to any federal, state, local or foreign government with respect to the Corporation Business Contribution Member for any tax period. As of the dates such Financial Statements were and will be prepared, all accounts receivable reflected on the Financial Statements (i) have and will have arisen from bona fide transactions in the ordinary course of the CorporationBusiness Contribution Member's business, consistent with its past practices, [and (ii) to the best of Business Contribution Member's knowledge, are good and collectible at the aggregate recorded amounts thereof, net of any applicable reserves for returns or doubtful accounts which are reflected in such Financial Statements (such reserves, the "Reserves"); such Reserves are adequate and reasonable and were established in accordance with GAAP.]

Financial Statements; Receivables. Attached hereto as Exhibit G J are true, correct and complete copies of the Corporation's most recent unaudited financial statements for the Business which, together with the financial statements (including the notes and exhibits thereto) ), to be delivered to the Company pursuant to Section 1.3 1.4 herein (the "Financial Statements") were and will be prepared in accordance with the books and records of the CorporationBusiness, are and will be complete and correct in all material respects, have and will have been prepared in accordance with U.S. generally accepted accounting New Zealand Society of Accountants principles ("GAAP"), and practices applied consistently with the past practices of the CorporationBusiness, except where otherwise specifically noted therein, and present and will present fairly in all material respects the financial position, results of operations and changes in financial position or cash flows, whichever is applicable, of the Corporation Business as at the dates and for the periods indicated (subject, in the case of the unaudited financial statements, to normal year-end audit adjustments). Without limiting the foregoing, no undisclosed liabilities or obligations of any nature (whether known or unknown, or absolute, accrued, contingent or otherwise) shall exist as at Closing in Escrow or the Closing not reflected in the Business's most recently dated balance sheet supplied to the Company. The Corporation Business Contribution Member has paid all federal, state and local income, profits, franchises, sales, use, occupation, property, excise and payroll taxes, and all license fees and other charges imposed upon it, and has timely filed all tax returns and related documents required to be filed with any governmental authority. There are no outstanding or proposed statements of deficiency in tax payments to any federal, state, local or foreign government with respect to the Corporation Business Contribution Member for any tax period, except as set forth in Schedule 2.9 hereto. As of the dates such Financial Statements were and will be prepared, all accounts receivable reflected on the Financial Statements (i) have and will have arisen from bona fide transactions in the ordinary course of the CorporationBusiness Contribution Member's business, consistent with its past practices, and (ii) are good and collectible at the aggregate recorded amounts thereof, net of any applicable reserves for returns or doubtful accounts which are reflected in such Financial Statements (such reserves, the "Reserves"); such Reserves are adequate and reasonable and were established in accordance with GAAPNew Zealand Society of Accountants principles and practices.

Financial Statements; Receivables. Attached hereto as Exhibit G are true, correct and complete copies of the Corporation's most recent unaudited financial statements which(including the notes and exhibits thereto, together with the if any). The financial statements copies of which are included in Exhibit G and all financial statements (including the notes and exhibits thereto) which are delivered by the Corporation or the Shareholder to be delivered pursuant to Section 1.3 herein Price Waterhouse LLP (collectively, the "Financial Statements") were and will be shall have been prepared in accordance with the books and records of the Corporation, Corporation consistently with the past practices of the Corporation (but are and will be complete and correct not prepared in all material respects, have and will have been prepared certain respects in accordance with U.S. generally accepted accounting principles ("GAAP"), applied consistently with the past practices of the Corporation, except where otherwise specifically noted therein), and present and will present fairly in all material respects the financial position, results of operations and changes in financial position or cash flows, whichever is applicable, of the Corporation as at the dates and for the periods indicated (subject, in the case of the unaudited financial statements, to normal year-end audit adjustments). The warranty and covenant in the preceding sentence shall not apply to financial statements prepared by Price Waterhouse LLP pursuant to Section 1.3 hereof. Without limiting the foregoing, no undisclosed liabilities or obligations of any nature (whether known or unknown, or absolute, accrued, contingent or otherwise) shall exist as at Closing in Escrow or the Closing not reflected in the most recently dated balance sheet supplied to the CompanyCompany unless such liabilities or obligations are not required by GAAP to be disclosed therein or arise subsequent to the date of such balance sheet. The Corporation has paid all federal, state and local income, profits, franchises, sales, use, occupation, property, excise and payroll taxes, and all license fees and other charges imposed upon it, and has timely filed all tax returns and related documents required to be filed with any governmental authority. There are no outstanding or proposed statements of deficiency in tax payments to any federal, state, local or foreign government with respect to the Corporation for any tax period. As of the dates such Financial Statements were and will be prepared, all accounts receivable reflected on the Financial Statements (i) have and will have arisen from bona fide transactions in the ordinary course of the Corporation's business, consistent with its past practices, and (ii) are good and collectible at the aggregate recorded amounts thereof, net of any applicable reserves for returns or doubtful accounts which are reflected in such Financial Statements the financial statements described in Section 1.3 above prepared by Price Waterhouse LLP (such reserves, the "Reserves"); such Reserves are adequate and reasonable and were established in accordance with GAAP.

Financial Statements; Receivables. Attached hereto as Exhibit G are true, correct and complete copies of the Corporation's most recent unaudited financial statements which, together with the financial statements (including the notes and exhibits thereto) to be delivered pursuant to Section 1.3 herein (the "Financial Statements") were and will be prepared in accordance with the books and records of the Corporation, are and will be complete and correct in all material respects, have and will have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP"), applied consistently with the past practices of the Corporation, except where otherwise specifically noted therein, and present and will present fairly in all material respects the financial position, results of operations and changes in financial position or cash flows, whichever is applicable, of the Corporation as at the dates and for the periods indicated (subject, in the case of the unaudited financial statements, to normal year-end audit adjustments). Without limiting the foregoing, no undisclosed liabilities or obligations of any nature (whether known or unknown, or absolute, accrued, contingent or otherwise) shall exist as at Closing in Escrow or the Closing not reflected in the most recently dated balance sheet supplied to the Company. The Corporation has paid all federal, state and local income, profits, franchises, sales, use, occupation, property, excise and payroll taxes, and all license fees and other charges imposed upon it, and has timely filed all tax returns and related documents required to be filed with any governmental authority. There are no outstanding or proposed statements of deficiency in tax payments to any federal, state, local or foreign government with respect to the Corporation for any tax period. As of the dates such Financial Statements were and will be prepared, all accounts receivable reflected on the Financial Statements (i) have and will have arisen from bona fide transactions in the ordinary course of the Corporation's business, consistent with its past practices, and (ii) are good and collectible at the aggregate recorded amounts thereof, net of any applicable reserves for returns or doubtful accounts which are reflected in such Financial Statements (such reserves, the "Reserves"); such Reserves are adequate and reasonable and were established in accordance with GAAP. Notwithstanding the preceding to the contrary, the Company acknowledges that the Corporation has treated its delivery drivers as independent contractors and thus has not made any federal, state or local tax withholding or other type payments, and that neither the Shareholder nor the Corporation is making any representation or warranty regarding whether such treatment was proper.

Financial Statements; Receivables. Attached hereto as Exhibit G are true, correct and complete (a) The Company has made available to the Purchaser copies of the Corporation's most recent unaudited financial statements whichFinancial Statements. Except as set forth in Schedule 4.8(a) of the Company Disclosure Schedule, together with the financial statements balance sheets included in the Financial Statements (including the related notes and exhibits theretoschedules) to be delivered pursuant to Section 1.3 herein (the "Financial Statements") were and will be prepared in accordance with the books and records of the Corporation, are and will be complete and correct in all material respects, have and will have been prepared in accordance with U.S. generally accepted accounting principles GAAP consistently applied during the periods involved ("GAAP"), applied consistently with except as may be indicated in the past practices of the Corporation, except where otherwise specifically noted therein, related notes and schedules) and fairly present and will present fairly in all material respects the financial positionposition of the Company and its Subsidiaries, results of operations and changes in financial position or cash flows, whichever is as applicable, as of the Corporation as at the dates and for the periods indicated date of such balance sheets (subject, in the case of the unaudited financial statements, to normal year-year end, quarter end audit adjustmentsand month end adjustments consistent with past practice and the absence of notes to such statements). Without limiting the foregoing, no undisclosed liabilities or obligations and each statement of any nature (whether known or unknowncash flows, or absolute, accrued, contingent or otherwise) shall exist as at Closing in Escrow or the Closing not reflected stockholders’ equity and income included in the most recently dated balance sheet supplied Financial Statements (including the related notes and schedules) fairly presents in all material respects the results of operations and changes in cash flows, as the case may be, of the Company and its Subsidiaries, as applicable, for the periods set forth therein (except as expressly noted therein or in Schedule 4.8(a) of the Company Disclosure Schedule and subject, in the case of unaudited financial statements, to normal year end and quarter end adjustments and the Company. absence of notes to such statements). (b) The Corporation has paid all federal, state systems of internal accounting controls maintained by the Company and local income, profits, franchises, sales, use, occupation, property, excise its Subsidiaries are sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorization; (ii) transactions are recorded as necessary to permit preparation of financial statements and payroll taxes, to maintain accountability for assets; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and all license fees (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and other charges imposed upon it, and has timely filed all tax returns and related documents required to be filed with any governmental authority. There are no outstanding or proposed statements of deficiency in tax payments to any federal, state, local or foreign government appropriate action is taken with respect to the Corporation for any tax perioddifferences. As The books of account, stock records, minute books and other records of the dates such Financial Statements were Company and will be preparedits Subsidiaries are materially accurate, up-to-date and complete, and have been maintained in accordance with sound and prudent business practices. (c) Except as set forth in Schedule 4.8(c) of the Company Disclosure Schedule, all existing accounts receivable, net of reserves whether specific or general, of the Company and its Subsidiaries (including those accounts receivable reflected on the Financial Statements (i) Interim Balance Sheet that have not yet been collected and will those accounts receivable that have arisen since the date of the Interim Balance Sheet and have not yet been collected) represent valid obligations of customers of the Company and its Subsidiaries arising from bona fide transactions entered into in the ordinary course of the Corporation's business, consistent with its past practices, and (ii) are good and collectible at the aggregate recorded amounts thereof, net of any applicable reserves for returns or doubtful accounts which are reflected in such Financial Statements (such reserves, the "Reserves"); such Reserves are adequate and reasonable and were established in accordance with GAAPOrdinary Course.

Financial Statements; Receivables. Attached hereto as Exhibit G J are true, correct and complete copies of the Corporation's most recent unaudited financial statements for the Business which, together with the financial statements (including the notes and exhibits thereto) ), to be delivered to the Company pursuant to Section 1.3 1.4 herein (the "Financial Statements") were and will be prepared in accordance with the books and records of the CorporationBusiness, are and will be complete and correct in all material respects, have and will have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP"), applied consistently with the past practices of the CorporationBusiness, except where otherwise specifically noted therein, and present and will present fairly in all material respects the financial position, results of operations and changes in financial position or cash flows, whichever is applicable, of the Corporation Business as at the dates and for the periods indicated (subject, in the case of the unaudited financial statements, to normal year-end audit adjustments). Without limiting the foregoing, the Business has no undisclosed material liabilities or obligations of any nature (whether known or unknown, or absolute, accrued, contingent or otherwise) shall exist as at Closing in Escrow or the Closing that are not reflected in the Business's most recently dated balance sheet Financial Statements supplied to the Company. The Corporation Business Contribution Member has paid all federal, state and local income, profits, franchises, sales, use, occupation, property, excise and payroll taxes, and all license fees and other charges imposed upon it, and has timely filed all tax returns and related documents required to be filed with any governmental authority. There are no outstanding or proposed statements of deficiency in tax payments to any federal, state, local or foreign government with respect to the Corporation Business Contribution Member for any tax period. As of the dates such Financial Statements were and will be prepared, all accounts receivable which are being purchased and are reflected on the Financial Statements (i) have and will have arisen from bona fide transactions in the ordinary course of the CorporationBusiness Contribution Member's business, consistent with its past practices, and (ii) are good and collectible at the aggregate recorded amounts thereof, net of any applicable reserves for returns or doubtful accounts which are reflected in such Financial Statements (such reserves, the "Reserves"); such Reserves are adequate and reasonable and were established in accordance with GAAP.

Financial Statements; Receivables. Attached hereto as Exhibit G are true, correct and complete copies of the Corporation's most recent unaudited financial statements which, together with the financial statements (including the notes and exhibits thereto) to be delivered pursuant to Section 1.3 herein (the "Financial Statements") were and will be prepared in accordance with the books and records of the Corporation, are and will be complete and correct in all material respects, have and will have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP"), applied consistently with the past practices of the Corporation, except where otherwise specifically noted therein, and present and will present fairly in all material respects the financial position, results of operations and changes in financial position or cash flows, whichever is applicable, of the Corporation as at the dates and for the periods indicated (subject, in the case of the unaudited financial statements, to normal year-end audit adjustments). Without limiting the foregoing, no undisclosed liabilities or obligations of any nature (whether known or unknown, or absolute, accrued, contingent or otherwise) shall exist as at Closing in Escrow or the Closing not reflected in the most recently dated balance sheet supplied to the Company. The Except as disclosed in Exhibit C, the Corporation has paid all federal, state and local income, profits, franchises, sales, use, occupation, property, excise and payroll taxes, and all license fees and other charges imposed upon it, and has timely filed all tax returns and related documents required to be filed with any governmental authority. There are no outstanding or proposed statements of deficiency in tax payments to any federal, state, local or foreign government with respect to the Corporation for any tax period. As of the dates such Financial Statements were and will be prepared, all accounts receivable reflected on the Financial Statements (i) have and will have arisen from bona fide transactions in the ordinary course of the Corporation's business, consistent with its past practices, and (ii) are good and collectible at the aggregate recorded amounts thereof, net of any applicable reserves for returns or doubtful accounts which are reflected in such Financial Statements (such reserves, the "Reserves"); such Reserves are adequate and reasonable and were established in accordance with GAAP.

Financial Statements; Receivables. Attached hereto as Exhibit G are true, correct and complete copies of the Corporation's most recent unaudited financial statements which, together with the financial statements (including the notes and exhibits thereto) of the Corporation (and, prior to the Corporation's acquisition of Deadline Express, of Deadline Express) to be delivered pursuant to Section 1.3 herein (the "Financial Statements") were and will be prepared in accordance with the books and records of the Corporation (and, prior to the Corporation's acquisition of Deadline Express, the books and records of Deadline Express), are and will be complete and correct in all material respects, have and will have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP"), applied consistently with the past practices of the Corporation (and, prior to the Corporation's acquisition of Deadline Express, the past practices of Deadline Express), except where otherwise specifically noted therein, and present and will present fairly in all material respects the financial position, results of operations and changes in financial position or cash flows, whichever is applicable, of the Corporation (and, prior to the Corporation's acquisition of Deadline Express, of Deadline Express) as at the dates and for the periods indicated (subject, in the case of the unaudited financial statements, to normal year-end audit adjustments). Without limiting the foregoing, no undisclosed liabilities or obligations of any nature (whether known or unknown, or absolute, accrued, contingent or otherwise) shall exist as at Closing in Escrow or the Closing not reflected in the most recently dated balance sheet supplied to the Company. The Corporation (and, prior to the Corporation's acquisition of Deadline Express, Deadline Express) has paid all federal, state and local income, profits, franchises, sales, use, occupation, property, excise and payroll taxes, and all license fees and other charges imposed upon it, and has timely filed all tax returns and related documents required to be filed with any governmental authority. There are no outstanding or proposed statements of deficiency in tax payments to any federal, state, local or foreign government with respect to the Corporation (and, prior to the Corporation's acquisition of Deadline Express, with respect to Deadline Express) for any tax period. As Except as set forth on Exhibit G-1, as of the dates such Financial Statements were and will be prepared, all accounts receivable reflected on the Financial Statements (i) have and will have arisen from bona fide transactions in the ordinary course of the Corporation's and Deadline Express's business (or, prior to the Corporation's acquisition of Deadline Express, Deadline Express's business), consistent with its past practices, and (ii) are good and collectible at the aggregate recorded amounts thereof, net of any applicable reserves for returns or doubtful accounts which are reflected in such Financial Statements (such reserves, the "Reserves"); such Reserves are adequate and reasonable and were established in accordance with GAAP.

Financial Statements; Receivables. Attached hereto as Exhibit G C are true, correct and complete copies of the Corporation's most recent unaudited financial statements which, together which have been prepared in good faith and on a basis consistent with previous management accounts for the Corporation. The financial statements (including the notes and exhibits thereto) for the periods ended September 30, 1994, 1995 and 1996 to be delivered pursuant to Section 1.3 herein (the "Financial Statements") were and will be prepared in accordance with the books and records of the Corporation, are and will be complete and correct in all material respects, have and will have been prepared in accordance with U.S. U.K. generally accepted accounting principles ("GAAP"), applied consistently with the past practices of the Corporation, except where otherwise specifically noted therein, and present and will present fairly show in all material respects a true and fair view of the financial position, results of operations and changes in financial position or cash flows, whichever is applicable, of the Corporation as at the dates and for the periods indicated (subject, in the case of the unaudited financial statements, to normal year-end audit adjustments)indicated. Without limiting the foregoing, no undisclosed the Closing Balance Sheet shall show a true and fair view of the position of the Corporation as at the date to which it was prepared (including liabilities or obligations of any nature (nature, whether known or unknown, or absolute, accrued, contingent or otherwise) shall exist as at Closing in Escrow or the Closing not reflected in the most recently dated balance sheet supplied to the Company). The Corporation has paid (to the extent due) all federal, state federal and local income, profits, franchises, sales, use, occupation, property, excise and payroll taxes, and all license fees and other charges imposed upon it, and has timely filed all tax returns and related documents required to be filed with any governmental authorityauthority (the warranty set forth in this sentence being referred to in Section 9 below as the "Tax Warranty"). There are no outstanding or proposed statements of deficiency in tax payments to any federal, state, local or foreign government with respect to the Corporation for any tax periodperiod (the warranty set forth in this sentence and the immediately preceding sentence being referred to in Section 9 below as the "Tax Warranty"). As of the dates such Financial Statements were and will be prepared, all accounts receivable reflected on the Financial Statements (i) have and will have arisen from bona fide transactions in the ordinary course of the Corporation's business, consistent with its past practices, and (ii) are . The Shareholder has no reason to believe that such accounts receivable will not be good and collectible at the aggregate recorded amounts thereof, net of any applicable reserves for returns returns, credit notes, settlement discounts or doubtful accounts which are reflected in such Financial Statements (such reserves, the "Reserves"); such Reserves are believed to be adequate and reasonable and were established in accordance with GAAP.

Financial Statements; Receivables. Attached hereto as Exhibit G are true, correct and complete copies of the Corporation's most recent unaudited financial statements which, together with the financial statements (including the notes and exhibits thereto) to be delivered pursuant to Section 1.3 herein (the "Financial Statements") were and will be prepared in accordance with the books and records of the Corporation, are and will be complete and correct in all material respects, have and will have been prepared in accordance with U.S. U.K. generally accepted accounting principles ("GAAP"), save that they do not contain notes, applied consistently with the past practices of the Corporation, except where otherwise specifically noted therein, and present show and will present fairly show in all material respects a true and fair view of the financial position, results of operations and changes in financial position or cash flows, whichever is applicable, of the Corporation as at the dates and for the periods indicated (subject, in the case of the unaudited financial statements, to normal year-end audit adjustments). Without limiting the foregoing, no undisclosed liabilities or obligations of any nature (whether known or unknown, or absolute, accrued, contingent or otherwise) shall exist as at the unaudited financial information produced most recently prior to the Closing in Escrow or the Closing not reflected in shall show a true and fair view of the most recently dated balance sheet supplied position of the Corporation as at the date to the Companywhich they were prepared (including liabilities or obligations of any nature, whether known or unknown). The Corporation has paid (to the extent due) all federal, state federal and local income, profits, franchises, sales, use, occupation, property, excise and payroll taxes, and all license fees and other charges imposed upon it, and has timely filed all tax returns and related documents required to be filed with any governmental authority. There are no outstanding or proposed statements of deficiency in tax payments to any federal, state, local or foreign government with respect to the Corporation for any tax period. As of the dates such Financial Statements were and will be prepared, all accounts receivable reflected on the Financial Statements (i) have and will have arisen from bona fide transactions in the ordinary course of the Corporation's business, consistent with its past practices, and (ii) are reasonably expected to be good and collectible at the aggregate recorded amounts thereof, net of any applicable reserves for returns returns, credit notes, settlement discounts or doubtful accounts which are reflected in such Financial Statements (such reserves, the "Reserves"); such Reserves are believed to be adequate and reasonable and were established in accordance with U.K. GAAP.

Financial Statements; Receivables. Attached hereto as Exhibit G J are true, correct and complete copies of the Corporation's most recent unaudited financial statements which, together with for the financial statements (including the notes and exhibits thereto) to be delivered pursuant to Section 1.3 herein (the "Financial Statements") were and will be prepared in accordance with the books and records of the Corporation, are and will be complete and correct in all material respects, have and will Business have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP"), applied consistently with the past practices of the CorporationBusiness, except where otherwise specifically noted therein, and present and will present fairly in all material respects the financial position, results of operations and changes in financial position or cash flows, whichever is applicable, of the Corporation Business as at the dates and for the periods indicated (subject, in the case of the unaudited financial statements, to normal year-end audit adjustments). Without limiting the foregoing, no undisclosed liabilities or obligations of any nature (whether known or unknown, or absolute, accrued, contingent or otherwise) shall exist as at Closing in Escrow or the Closing not reflected in the Business's most recently dated balance sheet supplied to the Company. The Corporation Business Contribution Member has paid all federal, state and local income, profits, franchises, sales, use, occupation, property, excise and payroll taxes, and all license fees and other charges imposed upon ithim, and has timely filed all tax returns and related documents required to be filed with any governmental authority. There are no outstanding or proposed statements of deficiency in tax payments to any federal, state, local or foreign government with respect to the Corporation Business Contribution Member for any tax period. As of the dates such Financial Statements were and will be prepared, all accounts receivable reflected on the Financial Statements (i) have and will have arisen from bona fide transactions in the ordinary course of the CorporationBusiness Contribution Member's business, consistent with its his past practices, and (ii) are good and collectible at the aggregate recorded amounts thereof, net of any applicable reserves for returns or doubtful accounts which are reflected in such Financial Statements (such reserves, the "Reserves"); such Reserves are adequate and reasonable and were established in accordance with GAAP.