Common use of LIABILITIES AND OBLIGATIONS OF THE COMPANY Clause in Contracts

LIABILITIES AND OBLIGATIONS OF THE COMPANY. (a) Attached hereto as Schedule 2.8 are true, correct and complete copies of the Company's balance sheets as of December 31, 1998 and December 31, 1999, and unaudited balance sheet as of March 31, 2000, and the related statements of income, stockholders' equity and cash flows for the years and three months then ended, together (except in the case of the financial statements dated March 31, 2000) with the reports of independent public accountants thereon (collectively, the "Company Financial Statements"). The Company Financial Statements are complete, have been prepared in accordance with United States generally accepted accounting principles, consistently applied, fairly present in all material respects the financial condition of the Company as of the respective dates thereof, and disclose all liabilities of the Company, whether absolute, contingent, accrued or otherwise, existing as of the date thereof that are of a nature required to be reflected in financial statements prepared in accordance with generally accepted accounting principles, and except for liabilities that, individually or in the aggregate, would not have a Material Adverse Effect; provided, however, that the interim financial statements are subject to normal year-end adjustments which are not expected to be material in amount. (b) The Company has no liability or obligation (whether accrued, absolute, contingent or otherwise) including, without limitation, any liability that might result from an audit of its tax returns by any taxing authority, except for (i) liabilities that, individually or in the aggregate, would not have a Material Adverse Effect, (ii) the liabilities and obligations of the Company that are disclosed or reserved against in the Company Financial Statements or Schedule 2.8 hereto, to the extent and in the amounts so disclosed or reserved against, and (iii) liabilities incurred or accrued in the ordinary course of business since March 31, 2000 and liabilities incurred in connection with the Transactions. (c) Except as disclosed in the Company Financial Statements or Schedule 2.8, the Company is not in default with respect to any liabilities or obligations, except for defaults that, individually or in the aggregate would not have a Material Adverse Effect, and all such liabilities or obligations shown or reflected in the Company Financial Statements or Schedule 2.8 and such liabilities incurred or accrued subsequent to March 31, 2000 were incurred in the ordinary course of business except as indicated in Schedule 2.8, and except for liabilities and obligations, that, individually or in the aggregate, would not have a Material Adverse Effect.

LIABILITIES AND OBLIGATIONS OF THE COMPANY. (a) Attached hereto as Schedule 2.8 are true, correct and complete copies of the Company's balance sheets as of December 31, 1998 and December 31, 1999, and unaudited balance sheet as of March 31, 2000, and the related statements of income, stockholders' equity and cash flows for the years and three months then ended, together (except in the case of the financial statements dated March 31, 2000) with the reports of independent public accountants thereon (collectively, the "Company Financial Statements"). The Company Financial Statements are complete, have been prepared in accordance with United States generally accepted accounting principles, consistently applied, fairly present in all material respects the financial condition of the Company as of the respective dates thereof, and disclose all liabilities of the Company, whether absolute, contingent, accrued or otherwise, existing as of the date thereof that are of a nature required to be reflected in financial statements prepared in accordance with generally accepted accounting principles, and except for liabilities that, individually or in the aggregate, would not have a Material Adverse Effect; provided, however, that the interim financial statements are subject to normal year-end adjustments which are not expected to be material in amount. (b) The Company has no liability or obligation (whether accrued, absolute, contingent or otherwise) including, without limitation, any liability that might result from an audit of its tax returns by any taxing authority, except for (i) liabilities that, individually or in the aggregate, would not have a Material Adverse Effect, (ii) the liabilities and obligations of the Company that are disclosed or reserved against in the Company Financial Statements or Schedule 2.8 hereto, to the extent and in the amounts so disclosed or reserved against, and (iii) liabilities incurred or accrued in the ordinary course of business since March 31, 2000 and liabilities incurred in connection with the Transactions. (c) Except as disclosed in the Company Financial Statements or Schedule 2.8, the Company is not in default with respect to any liabilities or obligations, except for defaults that, individually or in the aggregate would not have a Material Adverse Effect, and all such liabilities or obligations shown or reflected in the Company Financial Statements or Schedule 2.8 and such liabilities incurred or accrued subsequent to March 31, 2000 were incurred in the ordinary course of business except as indicated in Schedule 2.8, and except for liabilities and obligations, that, individually or in the aggregate, would not have a Material Adverse Effect.,

LIABILITIES AND OBLIGATIONS OF THE COMPANY. (a) Attached hereto as Schedule 2.8 5.8 are true, correct and complete copies of the Company's unaudited balance sheets as of December 31, 1998 1997 and December 31, 19991998, and unaudited balance sheet as of March 31June 30, 20001999, and the related statements of income, stockholders' equity and cash flows for the years and three six months then ended, together (together, except in the case of the financial statements dated March 31June 30, 2000) 1999, with the reports of independent public accountants Grant Thornton thereon (collectively, the "Company Financial StatementsStatemexxx"). The Company Xxx Xxmpany Financial Statements are complete, have been prepared in accordance with United States generally accepted accounting principles, consistently applied, fairly present in all material respects the financial condition of the Company as of the respective dates thereof, and disclose all liabilities of the Company, whether absolute, contingent, accrued or otherwise, existing as of the date thereof that are of a nature required to be reflected in financial statements prepared in accordance with generally accepted accounting principles, and except for liabilities that, individually or in the aggregate, would not have a Material Adverse Effect; provided, however, that the interim financial statements are subject to normal year-end adjustments which are not expected to be material in amount. (b) The Company has no liability or obligation (whether accrued, absolute, contingent or otherwise) including, without limitation, any liability that might result from an audit of its tax returns Tax Returns by any taxing authorityTax Authority, except for (i) liabilities that, individually or in the aggregate, would not have a Material Adverse Effect, (ii) the liabilities and obligations of the Company that are disclosed or reserved against in the Company Financial Statements or Schedule 2.8 5.8 hereto, to the extent and in the amounts so disclosed or reserved against, and (iii) liabilities incurred or accrued in the ordinary course of business since March 31June 30, 2000 1999 and liabilities incurred in connection with the Transactions. (c) Except as disclosed in the Company Financial Statements or Schedule 2.85.8, the Company is not in default with respect to any liabilities or obligations, except for defaults that, individually or in the aggregate aggregate, would not have a Material Adverse Effect, Effect and all such liabilities or obligations shown or reflected in the Company Financial Statements or Schedule 2.8 5.8 and such liabilities incurred or accrued subsequent to March 31June 30, 2000 1999 were incurred in the ordinary course of business except as indicated in Schedule 2.85.8, and except for liabilities and obligations, obligations that, individually or in the aggregate, would not have a Material Adverse Effect.

LIABILITIES AND OBLIGATIONS OF THE COMPANY. (a) Attached hereto as Schedule 2.8 5.8 are true, correct and complete copies of the Company's unaudited balance sheets as of December 31, 1998 1997 and December 31, 19991998, and unaudited balance sheet as of March 31June 30, 20001999, and the related statements of income, stockholders' equity and cash flows for the years and three six months then ended, together (together, except in the case of the financial statements dated March 31June 30, 2000) 1999, with the reports of independent public accountants thereon Granx Xxxxxxxx xxxreon (collectively, the "Company Financial Statements"). The Company Financial Statements are complete, have been prepared in accordance with United States generally accepted accounting principles, consistently applied, fairly present in all material respects the financial condition of the Company as of the respective dates thereof, and disclose all liabilities of the Company, whether absolute, contingent, accrued or otherwise, existing as of the date thereof that are of a nature required to be reflected in financial statements prepared in accordance with generally accepted accounting principles, and except for liabilities that, individually or in the aggregate, would not have a Material Adverse Effect; provided, however, that the interim financial statements are subject to normal year-end adjustments which are not expected to be material in amount. (b) The Company has no liability or obligation (whether accrued, absolute, contingent or otherwise) including, without limitation, any liability that might result from an audit of its tax returns Tax Returns by any taxing authorityTax Authority, except for (i) liabilities that, individually or in the aggregate, would not have a Material Adverse Effect, (ii) the liabilities and obligations of the Company that are disclosed or reserved against in the Company Financial Statements or Schedule 2.8 5.8 hereto, to the extent and in the amounts so disclosed or reserved against, and (iii) liabilities incurred or accrued in the ordinary course of business since March 31June 30, 2000 1999 and liabilities incurred in connection with the Transactions. (c) Except as disclosed in the Company Financial Statements or Schedule 2.85.8, the Company is not in default with respect to any liabilities or obligations, except for defaults that, individually or in the aggregate aggregate, would not have a Material Adverse Effect, Effect and all such liabilities or obligations shown or reflected in the Company Financial Statements or Schedule 2.8 5.8 and such liabilities incurred or accrued subsequent to March 31June 30, 2000 1999 were incurred in the ordinary course of business except as indicated in Schedule 2.85.8, and except for liabilities and obligations, obligations that, individually or in the aggregate, would not have a Material Adverse Effect.

LIABILITIES AND OBLIGATIONS OF THE COMPANY. (a) Attached hereto as Schedule 2.8 5.8 are true, correct and complete copies of the Company's unaudited balance sheets as of December 31, 1998 1997 and December 31, 19991998, and unaudited balance sheet as of March 31, 20001999, and the related statements of income, stockholders' equity and cash flows for the years and three months then ended, together (together, except in the case of the financial statements dated March 31, 2000) 1999, with the reports of independent public accountants Xxxxx Xxxxxxxx thereon (collectively, the "Company Financial Statements"). The Company Financial Statements are complete, have been prepared in accordance with United States generally accepted accounting principles, consistently applied, fairly present in all material respects the financial condition of the Company as of the respective dates thereof, and disclose all liabilities of the Company, whether absolute, contingent, accrued or otherwise, existing as of the date thereof that are of a nature required to be reflected in financial statements prepared in accordance with generally accepted accounting principles, and except for liabilities that, individually or in the aggregate, would not have a Material Adverse Effect; provided, however, that the interim financial statements are subject to normal year-end adjustments which are not expected to be material in amount. (b) The Company has no liability or obligation (whether accrued, absolute, contingent or otherwise) including, without limitation, any liability that might result from an audit of its tax returns Tax Returns by any taxing authorityTax Authority, except for (i) liabilities that, individually or in the aggregate, would not have a Material Adverse Effect, (ii) the liabilities and obligations of the Company that are disclosed or reserved against in the Company Financial Statements or Schedule 2.8 5.8 hereto, to the extent and in the amounts so disclosed or reserved against, and (iii) liabilities incurred or accrued in the ordinary course of business since March 31, 2000 1999 and liabilities incurred in connection with the Transactions. (c) Except as disclosed in the Company Financial Statements or Schedule 2.85.8, the Company is not in default with respect to any liabilities or obligations, except for defaults that, individually or in the aggregate aggregate, would not have a Material Adverse Effect, Effect and all such liabilities or obligations shown or reflected in the Company Financial Statements or Schedule 2.8 5.8 and such liabilities incurred or accrued subsequent to March 31, 2000 1999 were incurred in the ordinary course of business except as indicated in Schedule 2.85.8, and except for liabilities and obligations, obligations that, individually or in the aggregate, would not have a Material Adverse Effect.