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

LIABILITIES AND OBLIGATIONS OF THE COMPANY. (a) Attached hereto as Schedule 5.8 are true, correct and complete copies of (i) the Company's audited balance sheets as of December 31, 1997 and December 31, 1998, audited statements of income, stockholders' equity and cash flows for the years then ended, with the reports of Ernst & Young LLP thereon and (ii) an unaudited balance sheet as of May 31, 1999, and the related unaudited statements of income, stockholders' equity and cash flows for the five months then ended, (collectively, the "Company Financial Statements"). The Company Financial Statements have been prepared in accordance with 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, except for liabilities that, individually or in the aggregate, would not have a Company Material Adverse Effect; provided, however, that the interim financial statements do not include footnotes and are subject to normal year-end adjustments. (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 Tax Authority, except for (i) liabilities that, individually or in the aggregate, would not have a Company Material Adverse Effect, (ii) the liabilities and obligations of the Company that are disclosed or reserved against in the Company Financial Statements or Schedule 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 December 31, 1998 and liabilities incurred in connection with the Transactions. (c) Except as disclosed in the Company Financial Statements or Schedule 5.8, 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 Company Material Adverse Effect and all such liabilities or obligations shown or reflected in the Company Financial Statements or Schedule 5.8 and such liabilities incurred or accrued subsequent to December 31, 1998 were incurred in the ordinary course of business except as indicated in Schedule 5.8, except for liabilities and obligations that, individually or in the aggregate, would not have a Company Material Adverse Effect. (d) The Company Shareholder Notes constitute all of the debts for borrowed money owed by the Company to any holder of Company Capital Stock.

LIABILITIES AND OBLIGATIONS OF THE COMPANY. (aA) Attached hereto as Schedule 5.8 SCHEDULE 2.5 are true, correct and complete copies of (i) the Company's audited balance sheets as of 31 December 311995, 1996 and 1997 and December 31, 1998, audited the related statements of income, stockholders' equity operations and cash flows for the fiscal years then endedending on 31 December 1995, 1996 and 1997 (together with the reports notes thereto, the "Financial Statements"). Also attached as SCHEDULE 2.5 are true, correct and complete copies of Ernst & Young LLP thereon and (ii) an the Company's unaudited balance sheet as of 31 May 31, 1999, 1998 and the related unaudited statements statement of income, stockholders' equity and cash flows operations for the five months five-month period then ended, ended (collectively, the "Company Interim Financial Statements"). The Company Except as specifically described in SCHEDULE 2.5, the Financial Statements are complete to the extent required by generally accepted accounting principles, and the Financial Statements and the Interim Financial Statements have been prepared in accordance with generally accepted accounting principlesprinciples (except that the Interim Financial Statements do not contain any notes thereto and are subject to normal recurring year-end adjustments, consistently appliedwhich individually and in the aggregate will not deviate substantially therefrom). Subject to the foregoing sentence, the Financial Statements and the Interim Financial Statements fairly present in all material respects accordance with generally accepted accounting principles the financial condition of the Company and the results of its operations and changes in financial position in all material respects as of the respective dates thereof, and disclose all liabilities of for the Company, whether absolute, contingent, accrued or otherwise, existing as of the date thereof that are of a nature required to be periods reflected in financial statements prepared in accordance with generally accepted accounting principles, except for liabilities that, individually or in the aggregate, would not have a Company Material Adverse Effect; provided, however, that the interim financial statements do not include footnotes and are subject to normal year-end adjustmentstherein. (bB) The Except as described in SCHEDULE 2.5, the Company has no liability or obligation related to its assets or business (whether accrued, absolute, contingent or otherwise) including, without limitation, any liability that might result from an audit of its Tax Returns by any Tax Authority), except for (i) liabilities that, individually or in the aggregate, would not have a Company Material Adverse Effect, (ii) the liabilities and obligations of the Company that are disclosed or reserved against in the Company Interim Financial Statements or Schedule 5.8 heretodisclosed in the notes to the Financial Statements as of and for the period ended 31 December 1997, to the extent and in the amounts so disclosed or reserved against, and (iiiii) liabilities that were incurred or accrued in the ordinary course of the Company's business since December 31the date of the Interim Financial Statements, 1998 (iii) the liabilities and liabilities incurred in connection with the Transactions. (c) Except as disclosed in obligations of the Company Financial Statements or Schedule 5.8under the Material Agreements (as that term is defined in Section 2.11), and (iv) liabilities and obligations of the Company is not in default with respect to any liabilities or obligations, except for defaults thatwhich, individually or in the aggregate, would do not, and which are reasonably not have a Company Material Adverse Effect expected to, exceed $50,000.00. For purposes of this Agreement and all such the Schedules hereto, the parties acknowledge that liabilities or obligations shown or reflected in of the Company disclosed on the Financial Statements or Schedule 5.8 and such liabilities incurred or accrued subsequent Interim Financial Statements which do not attach to December 31, 1998 were incurred in the ordinary course of business except as indicated in Schedule 5.8, except for liabilities and obligations that, individually or in the aggregate, would not have a Company Material Adverse Effect. (d) The Company Shareholder Notes constitute all any specific asset of the debts for borrowed money owed by the Company do not need to be specifically referenced in this Agreement nor disclosed on any holder of Company Capital StockSchedule hereto as an exception to title or otherwise.

LIABILITIES AND OBLIGATIONS OF THE COMPANY. (a) Attached hereto as Schedule 5.8 SCHEDULE 2.5 are true, correct and complete copies of (i) the Company's audited balance sheets as of 31 December 31, 1996 and 1997 and December 31, 1998, audited the related statements of income, stockholders' equity operations and cash flows for the fiscal years then endedending on 31 December 1996 and 1997 (the "Financial Statements"). Also attached as SCHEDULE 2.5 are true, with correct and complete copies of the reports of Ernst & Young LLP thereon and (ii) an Company's unaudited balance sheet as of May 31, 1999, 28 February 1998 and the related unaudited statements statement of income, stockholders' equity and cash flows operations for the five months two-month period then ended, ended (collectively, the "Company Interim Financial Statements"). The Company Except as specifically described in SCHEDULE 2.5, the Financial Statements and the Interim Financial Statements are complete to the extent required by generally accepted accounting principles, have been prepared in accordance with generally accepted accounting principlesprinciples (except that the Interim Financial Statements do not contain cash flows, consistently appliedany notes thereto and are subject to normal recurring year-end adjustments, 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 which if made on the date thereof that are of a nature required to be reflected in financial statements prepared in accordance with generally accepted accounting principles, except for liabilities thathereof would not, individually or in the aggregate, would not have a material adverse effect on the Company). Subject to the foregoing sentence, the Financial Statements and the Interim Financial Statements fairly present in accordance with generally accepted accounting principles the Company's financial condition of the Company Material Adverse Effect; provided, however, that and the interim results of its operations and changes in financial statements do not include footnotes position as of the dates and are subject to normal year-end adjustments. for the periods reflected therein. (b) The Effective following Closing, the Company will have no indebtedness for borrowed money after giving effect to the payments reflected on Section (ix) of SCHEDULE 2.11(A). Except as described in SCHEDULE 2.5, the Company has no liability or obligation related to its assets or business (whether accrued, absolute, contingent or otherwise) including, without limitation, any liability that might result from an audit of its Tax Returns by any Tax Authority), except for (i) liabilities that, individually or in the aggregate, would not have a Company Material Adverse Effect, (ii) the liabilities and obligations of the Company that are disclosed or reserved against in the Company Interim Financial Statements or Schedule 5.8 heretoStatements, to the extent and in the amounts so disclosed or reserved against, and (iiiii) liabilities that were incurred or accrued in the ordinary course of the Company's business since December 31the date of the Interim Financial Statements, 1998 and liabilities incurred in connection with (iii) the Transactions. (c) Except as disclosed in the Company Financial Statements or Schedule 5.8, 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 Company Material Adverse Effect and all such liabilities or obligations shown or reflected in the Company Financial Statements or Schedule 5.8 and such liabilities incurred or accrued subsequent to December 31, 1998 were incurred in the ordinary course of business except as indicated in Schedule 5.8, except for liabilities and obligations that, individually or in the aggregate, would not have a Company Material Adverse Effect. (d) The Company Shareholder Notes constitute all of the debts for borrowed money owed by Company under the Material Agreements (as that term is defined in Section 2.11), and (iv) those nonmaterial liabilities and obligations of the Company to any holder under contracts and agreements of the Company Capital Stockthat are not Material Agreements.

LIABILITIES AND OBLIGATIONS OF THE COMPANY. (a) Attached hereto as Schedule 5.8 SCHEDULE 2.5 are true, correct and complete copies of (i) the Company's audited unaudited balance sheets as of 31 December 31, 1995 and 1996 and audited balance sheet as of 31 December 1997 and December 31, 1998, audited the related statements of income, stockholders' equity operations and cash flows for the fiscal years then endedending on 31 December 1995, with 1996 and 1997 (the reports "Financial Statements"). Also attached as SCHEDULE 2.5 are true, correct and complete copies of Ernst & Young LLP thereon and (ii) an the Company's unaudited balance sheet as of May 31, 1999, 30 April 1998 and the related unaudited statements statement of income, stockholders' equity and cash flows operations for the five months four-month period then ended, ended (collectively, the "Company Interim Financial Statements"). The Company Except as specifically described in SCHEDULE 2.5, the Financial Statements and the Interim Financial Statements are complete to the extent required by generally accepted accounting principles, have been prepared in accordance with generally accepted accounting principlesprinciples (except that the Interim Financial Statements do not contain cash flows, consistently appliedany notes thereto and are subject to normal recurring year-end adjustments, 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 which if made on the date thereof that are of a nature required to be reflected in financial statements prepared in accordance with generally accepted accounting principles, except for liabilities thathereof would not, individually or in the aggregate, would not have a material adverse effect on the Company). Subject to the foregoing sentence, the Financial Statements and the Interim Financial Statements fairly present in accordance with generally accepted accounting principles the Company's financial condition of the Company Material Adverse Effect; provided, however, that and the interim results of its operations and changes in financial statements do not include footnotes position as of the dates and are subject to normal year-end adjustmentsfor the periods reflected therein. (b) The Effective following Closing, the Company will have no indebtedness for borrowed money. Except as described in SCHEDULE 2.5, the Company has no liability or obligation related to its assets or business (whether accrued, absolute, contingent or otherwise) including, without limitation, any liability that might result from an audit of its Tax Returns by any Tax Authority), except for (i) liabilities that, individually or in the aggregate, would not have a Company Material Adverse Effect, (ii) the liabilities and obligations of the Company that are disclosed or reserved against in the Company Interim Financial Statements or Schedule 5.8 heretoStatements, to the extent and in the amounts so disclosed or reserved against, and (iiiii) liabilities that were incurred or accrued in the ordinary course of the Company's business since December 31the date of the Interim Financial Statements, 1998 and liabilities incurred in connection with (iii) the Transactions. (c) Except as disclosed in the Company Financial Statements or Schedule 5.8, 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 Company Material Adverse Effect and all such liabilities or obligations shown or reflected in the Company Financial Statements or Schedule 5.8 and such liabilities incurred or accrued subsequent to December 31, 1998 were incurred in the ordinary course of business except as indicated in Schedule 5.8, except for liabilities and obligations that, individually or in the aggregate, would not have a Company Material Adverse Effect. (d) The Company Shareholder Notes constitute all of the debts for borrowed money owed by Company under the Material Agreements (as that term is defined in Section 2.11), and (iv) those nonmaterial liabilities and obligations of the Company to any holder under contracts and agreements of the Company Capital Stockthat are not Material Agreements.

LIABILITIES AND OBLIGATIONS OF THE COMPANY. (a) Attached hereto as Schedule 5.8 SCHEDULE 2.5 are true, correct and complete copies of (i) the Company's audited unaudited balance sheets as of 31 December 311996, 1997 and December 31, 1998, audited 1998 and the related statements of income, stockholders' equity operations and cash flows for the fiscal years then endedending on 31 December 1996, with 1997 and 1998 (the reports "Financial Statements"). Also attached as SCHEDULE 2.5 are true, correct and complete copies of Ernst & Young LLP thereon and (ii) an the Company's unaudited balance sheet as of May 31, 1999, 30 April 1999 and the related unaudited statements statement of income, stockholders' equity and cash flows operations for the five months four-month period then ended, ended (collectively, the "Company Interim Financial Statements"). The Company Except as specifically described in SCHEDULE 2.5, the Financial Statements and the Interim Financial Statements are complete to the extent required by generally accepted accounting principles, have been prepared in accordance with generally accepted accounting principlesprinciples (except that the Interim Financial Statements do not contain any notes thereto and are subject to normal recurring year-end adjustments, 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 which if made on the date thereof that are of a nature required to be reflected in financial statements prepared in accordance with generally accepted accounting principles, except for liabilities thathereof would not, individually or in the aggregate, would not have a material adverse effect on the Company). Subject to the foregoing sentence, the Financial Statements and the Interim Financial Statements fairly present in accordance with generally accepted accounting principles the Company's financial condition of the Company Material Adverse Effect; provided, however, that and the interim results of its operations and changes in financial statements do not include footnotes position as of the dates and are subject to normal year-end adjustmentsfor the periods reflected therein. (b) The Except as described in SCHEDULE 2.5, the Company has no liability or obligation related to its assets or business (whether accrued, absolute, contingent or otherwise) including, without limitation, any liability that might result from an audit of its Tax Returns by any Tax Authority), except for (i) liabilities that, individually or in the aggregate, would not have a Company Material Adverse Effect, (ii) the liabilities and obligations of the Company that are disclosed or reserved against in the Company Interim Financial Statements or Schedule 5.8 heretoStatements, to the extent and in the amounts so disclosed or reserved against, and (iiiii) liabilities that were incurred or accrued in the ordinary course of the Company's business since December 31the date of the Interim Financial Statements, 1998 (iii) the liabilities and obligations of the Company under the Material Agreements (as that term is defined in Section 2.11), (iv) those nonmaterial liabilities and obligations of the Company under contracts and agreements of the Company that are not Material Agreements, and (v) those liabilities incurred in connection with the Transactions. (c) Except as disclosed in the Company Financial Statements or Schedule 5.8, 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 Company Material Adverse Effect negotiation and all such liabilities or obligations shown or reflected in the Company Financial Statements or Schedule 5.8 and such liabilities incurred or accrued subsequent to December 31, 1998 were incurred in the ordinary course of business except as indicated in Schedule 5.8, except for liabilities and obligations that, individually or in the aggregate, would not have a Company Material Adverse Effect. (d) The Company Shareholder Notes constitute all effectuation of the debts for borrowed money owed by terms and conditions of this Agreement and the Company to any holder of Company Capital Stockother Transaction Documents.