Common use of Publicly Reported Financial Statements Clause in Contracts

Publicly Reported Financial Statements. Each of the consolidated -------------------------------------- financial statements (including, in each case, any related notes thereto) contained in the Parent SEC Reports (the "Parent Financials"), including any Parent SEC Reports filed after the date hereof until the Closing, (i) complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, (ii) was prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as may be permitted by the SEC on Form 10-Q, 8-K or any successor form under the Exchange Act) and (iii) fairly presented the consolidated financial position of Parent and its subsidiaries as at the respective dates thereof and the consolidated results of Parent's operations and cash flows for the periods indicated, except that the unaudited interim financial statements may not contain footnotes and were or are subject to normal and recurring year-end adjustments. The balance sheet of Parent contained in Parent SEC Reports as of March 31, 1999 is hereinafter referred to as the "Parent Balance Sheet." Except as disclosed in the Parent Financials, since the date of the Parent Balance Sheet neither Parent nor any of its subsidiaries has any liabilities required under GAAP to be set forth on a balance sheet (absolute, accrued, contingent or otherwise) which are, individually or in the aggregate, material to the business, results of operations or financial condition of Parent and its subsidiaries taken as a whole, except for liabilities incurred since the date of the Parent Balance Sheet in the ordinary course of business consistent with past practices and liabilities incurred in connection with this Agreement. Without limiting the foregoing, the Parent's revenue recognition practices are in full conformance with all requirements of GAAP and all promulgations with respect to revenue recognition (including applicable documentation requirements) and there exists no fact (such as any side letters or oral understandings with customers regarding product return rights) that has not been disclosed to Parent's auditors, which if so disclosed, would cause such auditors to recommend or require that the Parent restate its financial statements to so conform. The reserves on the Parent's financial statements for obsolete inventory and warranty returns conform to GAAP and, in the judgment of Company management, are adequate.

Publicly Reported Financial Statements. Each of the consolidated -------------------------------------- financial statements (including, in each case, any related notes thereto) contained in the Parent Company SEC Reports (the "Parent Company Financials"), including any Parent each Company SEC Reports filed after the date hereof until the Closing, (i) complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, (ii) was prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as may be permitted by the SEC on Form 10-Q, 8-K or any successor form under the Exchange Act) and (iii) fairly presented the consolidated financial position of Parent Company and its subsidiaries as at the respective dates thereof and the consolidated results of ParentCompany's operations and cash flows for the periods indicated, except that the unaudited interim financial statements may not contain footnotes and were or are subject to normal and recurring year-end adjustments. The balance sheet of Parent Company contained in Parent Company SEC Reports as of March 31April 3, 1999 is hereinafter referred to as the "Parent Company Balance Sheet." Except as disclosed in the Parent Financials, since Since the date of the Parent Company Balance Sheet neither Parent Company nor any of its subsidiaries has any liabilities required under GAAP to be set forth on a balance sheet (absolute, accrued, contingent or otherwise) which are, individually or in the aggregate, material to the business, results of operations or financial condition of Parent Company and its subsidiaries taken as a whole, except for liabilities incurred since the date of the Parent Company Balance Sheet in the ordinary course of business consistent with past practices and liabilities incurred in connection with this Agreement. Without limiting the foregoing, the ParentCompany's revenue recognition practices are in full conformance with all requirements of GAAP and all promulgations with respect to revenue recognition (including applicable documentation requirements) and there exists no fact (such as any side letters or oral understandings with customers regarding product return rights) that has not been disclosed to ParentCompany's auditors, which which, if so disclosed, would cause such auditors to recommend or require that the Parent Company restate its financial statements to so conform. The reserves on the ParentCompany's financial statements for obsolete inventory and warranty returns conform to GAAP and, in the judgment of Company management, are adequate.

Publicly Reported Financial Statements. Each of the consolidated -------------------------------------- financial statements (including, in each case, any related notes thereto) contained in the Parent Company SEC Reports (the "Parent Company Financials"), including any Parent each Company SEC Reports Report filed after the date hereof until the Closing, (i) complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, (ii) was prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as may be permitted by the SEC on Form 10-Q, 8-K or any successor form under the Exchange Actthereto) and (iii) fairly presented in all material respects the consolidated financial position of Parent Company and its subsidiaries as at the respective dates thereof and the consolidated results of ParentCompany's operations and cash flows for the periods indicated, except to the extent corrected by a subsequently filed Company SEC Report (except that inaccuracies or omissions in Company SEC Reports filed prior to the date of this Agreement may be corrected only by other Company SEC Reports filed prior to the date of this Agreement), and except that the unaudited interim financial statements may not contain footnotes and were or are subject to normal and recurring year-end adjustments. The balance sheet of Parent Company contained in Parent Company SEC Reports as of March 31January 3, 1999 is hereinafter referred to as the "Parent Company Balance Sheet." Except Since January 1, 1997, there has been no change in Company's accounting policies except as disclosed described in the Parent notes to the Company Financials, since . Since the date of the Parent Company Balance Sheet Sheet, neither Parent Company nor any of its subsidiaries has incurred any liabilities required under GAAP to be set forth on a balance sheet (absolute, accrued, contingent or otherwise) which are, individually or in the aggregate, material to the business, results of operations or financial condition of Parent Company and its subsidiaries taken as a whole, except for liabilities incurred since the date of the Parent Balance Sheet in the ordinary course of business consistent with past practices and liabilities incurred in connection with this Agreement. Without limiting the foregoing, the Parent's revenue recognition practices are in full conformance with all requirements of GAAP and all promulgations with respect to revenue recognition (including applicable documentation requirements) and there exists no fact (such as any side letters or oral understandings with customers regarding product return rights) that has not been disclosed to Parent's auditors, which if so disclosed, would cause such auditors to recommend or require that the Parent restate its financial statements to so conform. The reserves on the Parent's financial statements for obsolete inventory and warranty returns conform to GAAP and, in the judgment of Company management, are adequate.for

Publicly Reported Financial Statements. Each of the consolidated -------------------------------------- financial statements (including, in each case, any related notes thereto) contained in the Parent SEC Reports (the "Parent Financials"), including any Parent SEC Reports filed after the date hereof until the Closing, (i) complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, (ii) was prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as may be permitted by the SEC on Form 10-Q, 8-K or any successor form under the Exchange Act) ), and (iii) fairly presented in all material respects the consolidated financial position of Parent and its subsidiaries as at the respective dates thereof and the consolidated results of Parent's operations and cash flows for the periods indicated, except to the extent corrected by a subsequently filed Parent SEC Report prior to the date of this Agreement, and except that the unaudited interim financial statements may not contain footnotes and were or are subject to normal and recurring immaterial year-end adjustments. The balance sheet of Parent contained in Parent SEC Reports as of March 31, 1999 is hereinafter referred to as the "Parent Balance Sheet." Except Since March 31, 1998, there has been no change in Parent's accounting policies except as disclosed described in the notes to the Parent Financials, since . Since the date of the Parent Balance Sheet Sheet, neither Parent nor any of its subsidiaries has incurred any liabilities required under GAAP to be set forth on a balance sheet (absolute, accrued, contingent or otherwise) which are, individually or in the aggregate, material to the business, results of operations or financial condition of Parent and its subsidiaries taken as a whole, except for (i) liabilities incurred since the date of the Parent Balance Sheet in the ordinary course of business consistent with past practices and practices, (ii) liabilities incurred in connection with this Agreement. Without limiting , and (iii) liabilities specifically disclosed in Parent SEC Reports filed prior to the foregoing, the Parent's revenue recognition practices are in full conformance with all requirements date of GAAP and all promulgations with respect to revenue recognition (including applicable documentation requirements) and there exists no fact (such as any side letters or oral understandings with customers regarding product return rights) that has not been disclosed to Parent's auditors, which if so disclosed, would cause such auditors to recommend or require that the Parent restate its financial statements to so conform. The reserves on the Parent's financial statements for obsolete inventory and warranty returns conform to GAAP and, in the judgment of Company management, are adequatethis Agreement.