Common use of Financial Statements; Solvency Clause in Contracts

Financial Statements; Solvency. (a) The Borrower has delivered to the Bank (i) the audited consolidated balance sheets of the Borrower and its Subsidiaries as of October 31, 2002, 2003 and 2004, in each case with the related statements of income, cash flows and stockholders’ equity for the Fiscal Years then ended, together with the opinion of Xxxxx Pera & Co., PLLC thereon, (ii) the unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of June 30, 2005, with the related statements of income, cash flows and stockholders’ equity for the six-month period then ended, respectively. Such financial statements contain no material misstatement or omission and fairly present the financial position, assets and liabilities of the Borrower and each of its Subsidiaries for the respective periods then ended. (b) Except as set forth on Schedule 4.10(b), each of the Borrower and its Subsidiaries is Solvent. (c) Set forth on Schedule 4.10(c) is a list of all note receivables of the Borrower and its Subsidiaries, including all notes from Franchisees and Former Franchisee Receivables (each indicated as such), outstanding as of the Closing Date, and including the outstanding balance of each such note receiveable.

Financial Statements; Solvency. (a) The Borrower has delivered to the Bank (i) the audited consolidated balance sheets of the Borrower and its Subsidiaries as of October December 31, 20022004, 2003 2005, and 20042006, in each case with the related statements of income, cash flows and stockholders’ equity for the Fiscal Years then ended, together with the opinion of Xxxxx Pera & Co., PLLC thereon, (ii) the unaudited consolidated balance sheet of the Borrower and its Subsidiaries and HB Service and its Subsidiaries, separately and on a combined basis, as of June 30December 31, 20052007, with the related statements of income, cash flows and stockholders’ equity for the sixtwelve-month period then ended, respectively. Such financial statements contain no material misstatement or omission and fairly present the financial position, assets and liabilities of the Borrower and each of its Subsidiaries and HB Service and its Subsidiaries, as the case may be, for the respective periods then ended. (b) Except as set forth on Schedule 4.10(b), each of the Borrower Borrower, HB Service and its their respective Subsidiaries is Solvent. (c) Set forth on Schedule 4.10(c) is a list of all note receivables of the Borrower Borrower, HB Service and its their respective Subsidiaries, including all notes from Franchisees and Former Franchisee Receivables (each indicated as such), outstanding as of the Closing Date, and including the outstanding balance of each such note receiveablereceivable.

Financial Statements; Solvency. (a) The Borrower has delivered to the Bank (i) the audited consolidated balance sheets of the Borrower and its Subsidiaries as of October 31, 2002, 2003 and 2004, in each case with the related statements of income, cash flows and stockholders’ equity for the Fiscal Years then ended, together with the opinion of Xxxxx Pera & Co., PLLC thereon, (ii) the unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of June 30, 2005, with the related statements of income, cash flows and stockholders’ equity for the six-month period then ended, respectively. Such financial statements contain no material misstatement or omission and fairly present the financial position, assets and liabilities of the Borrower and each of its Subsidiaries for the respective periods then ended. (b) Except as set forth on Schedule 4.10(b), each of the Borrower and its Subsidiaries is Solvent. . (c) Set forth on Schedule 4.10(c) is a list of all note receivables of the Borrower and its Subsidiaries, including all notes from Franchisees and Former Franchisee Receivables (each indicated as such), outstanding as of the Closing Date, and including the outstanding balance of each such note receiveable.