Common use of Reports; Financial Statements; Books of Account Clause in Contracts

Reports; Financial Statements; Books of Account. (i) Attached as part of Schedule 6.01(k)(i) to the Securities Purchase Agreement are true and correct copies of the (i) audited consolidated balance sheets of Various, Inc. as of the fiscal years ended December 31, 2005 and December 31, 2006 and audited consolidated statements of income, cash flows and changes in shareholders’ equity for each of the twelve month periods then ended, (ii) unaudited consolidated balance sheets of Various, Inc. as of the last day of March, June and September 2007, and unaudited consolidated statements of income, cash flows and changes in shareholders’ equity for the respective three, six and nine-month periods then ended, (iii) unaudited consolidated non-GAAP cash basis income statement “flash reports” of the Issuer (in the form described in Section 7.01(a)(3)) as of the last day of January, February, March, April, May, June, July, August, September [and October] 2007 (all such financial statements in the foregoing clauses (i) through (iii) inclusive being referred to herein collectively, as the “Various Financial Statements”), and (iv) an estimated consolidated balance sheet of Various, Inc. as of the Closing Date, including a calculation of working capital, pro forma for the consummation of the transactions contemplated by the Acquisition, this Agreement and the other Funding Documents. Each such balance sheet presents fairly the financial condition, assets and liabilities, and shareholders’ equity of Various, Inc. as of its date; each such statement of income presents fairly the results of operations of Various, Inc. for the period indicated; and each such statement of cash flows and changes in shareholders’ equity presents fairly the information purported to be shown therein. Except as set forth on Schedule 6.01(k)(i) to the Securities Purchase Agreement and, with respect to unaudited interim statements, except for the absence of notes to the interim statements and subject to normal, recurring year-end adjustments consistent with past practice (which will not be material in the aggregate), the Various Financial Statements have been prepared in accordance with GAAP consistently applied throughout the periods involved and are in accordance with the books and records of Various, Inc. Except as set forth on Schedule 6.01(k) to the Securities Purchase Agreement, the books, records and accounts of Various, Inc. accurately and fairly reflect, in reasonable detail, the transactions and the assets and liabilities of Various, Inc. Various, Inc. maintains a system of internal accounting control sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, (iii) access to assets, properties, books, records and accounts is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accounting for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. (ii) Attached as part of Schedule 6.01(k)(ii) to the Securities Purchase Agreement are true and correct copies of the (i) audited consolidated balance sheets of PMGI as of the fiscal year ended December 31, 2005 and audited consolidated statements of income, cash flows and changes in shareholders’ equity for the twelve month period then ended, (ii) an unaudited consolidated balance sheet of PMGI as of the fiscal year ended December 31, 2006 and unaudited consolidated statements of income cash flows and changes in shareholders’ equity for the twelve-month period then ended, (iii) unaudited consolidated balance sheets of PMGI. as of the last day of March, June and September 2007, and unaudited consolidated statements of income, cash flows and changes in shareholders’ equity for the respective three, six and nine-month periods then ended, (iv) unaudited consolidated non-GAAP cash basis income statement “flash reports” of PMGI (in the form described in Section 7.01(a)(3)) as of the last day of January, February, March, April, May, June, July, August, September and October 2007 (all such financial statements in the foregoing clauses (i) through (iii) inclusive being referred to herein collectively, as the “PMGI Financial Statements”). Each such balance sheet presents fairly the financial condition, assets and liabilities, and shareholders’ equity of PMGI as of its date; each such statement of income presents fairly the results of operations of PMGI for the period indicated; and each such statement of cash flows and changes in shareholders’ equity presents fairly the information purported to be shown therein. Except as set forth on Schedule 6.01(k)(ii) to the Securities Purchase Agreement and, with respect to unaudited interim statements, except for the absence of notes to the interim statements and subject to normal, recurring year-end adjustments consistent with past practice (which will not be material in the aggregate), the PMGI Financial Statements have been prepared in accordance with GAAP consistently applied throughout the periods involved and are in accordance with the books and records of PMGI. Except as set forth on Schedule 6.01(k)(ii) to the Securities Purchase Agreement, the books, records and accounts of PMGI accurately and fairly reflect, in reasonable detail, the transactions and the assets and liabilities of PMGI. PMGI maintains a system of internal accounting control sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, (iii) access to assets, properties, books, records and accounts is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accounting for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

Reports; Financial Statements; Books of Account. (i) Attached as part of Schedule 6.01(k)(i6.01(k) to the Securities Purchase Agreement are true and correct copies of the (i) audited consolidated balance sheets of Various, Inc. the Issuer as of the fiscal years ended December 31, 2005 2003 and December 31, 2006 2004 and audited consolidated statements of income, cash flows and changes in shareholders’ equity for each of the twelve month periods then ended, (ii) unaudited consolidated balance sheets of Variousthe Issuer as of June 30, Inc. 2005, and unaudited statements of income, cash flows and changes in shareholders’ equity for the six-month period then ended, (iii) unaudited balance sheets of the Issuer as of the last day of January, February, March, April, May and June and September 20072005, and unaudited consolidated statements of income, cash flows and changes in shareholders’ equity for the respective three, six and nineone-month periods then ended, (iiiiv) unaudited consolidated non-GAAP cash basis income statement “flash reports” of the Issuer (in the form described in Section 7.01(a)(3)) as of the last day of January, February, March, April, May, June, July, August, September [May and October] 2007 June 2005 (all such financial statements in the foregoing clauses (i) through (iiiiv) inclusive being referred to herein collectively, collectively as the “Various Financial Statements”), and (ivv) an estimated consolidated balance sheet of Various, Inc. the Issuer as of the Closing Date, including a calculation of working capital, pro forma for the consummation of the transactions contemplated by the Acquisition, this Agreement and the other Funding Documents. Each such balance sheet presents fairly the financial condition, assets and liabilities, and shareholders’ equity of Various, Inc. the Issuer as of its date; each such statement of income presents fairly the results of operations of Various, Inc. the Issuer for the period indicated; and each such statement of cash flows and changes in shareholders’ equity presents fairly the information purported to be shown therein. Except as set forth on Schedule 6.01(k)(i6.01(k) to the Securities Purchase Agreement and, with respect to unaudited interim statements, except for the absence of notes to the interim statements and subject to normal, recurring year-end adjustments consistent with past practice (which will not be material in the aggregate), the Various Financial Statements have been prepared in accordance with GAAP consistently applied throughout the periods involved and are in accordance with the books and records of Various, Inc. the Issuer. Except as set forth on Schedule 6.01(k) to the Securities Purchase Agreement), the books, records and accounts of Various, Inc. the Issuer accurately and fairly reflect, in reasonable detail, the transactions and the assets and liabilities of Various, Inc. Various, Inc. the Issuer. The Issuer maintains a system of internal accounting control sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, (iii) access to assets, properties, books, records and accounts is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accounting for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. (ii) Attached as part . Notwithstanding any provision of Schedule 6.01(k)(ii) this Agreement to the Securities Purchase Agreement are true and correct copies of contrary, the (i) audited consolidated balance sheets of PMGI as of the fiscal year ended December 31, 2005 and audited consolidated statements of income, cash flows and changes in shareholders’ equity for the twelve month period then ended, (ii) an unaudited consolidated balance sheet of PMGI as of the fiscal year ended December 31, 2006 and unaudited consolidated statements of income cash flows and changes in shareholders’ equity for the twelve-month period then ended, (iii) unaudited consolidated balance sheets of PMGI. as of the last day of March, June and September 2007, and unaudited consolidated statements of income, cash flows and changes in shareholders’ equity for the respective three, six and nine-month periods then ended, (iv) unaudited consolidated non-GAAP cash basis income statement “flash reports” of PMGI (in the form described in Section 7.01(a)(3)) as of the last day of January, February, March, April, May, June, July, August, September and October 2007 (all such financial statements in the foregoing clauses (i) through (iii) inclusive being referred to herein collectively, as the “PMGI Financial Statements”). Each such balance sheet presents fairly the financial condition, assets and liabilities, and shareholders’ equity of PMGI as of its date; each such statement of income presents fairly the results of operations of PMGI for the period indicated; and each such statement of cash flows and changes in shareholders’ equity presents fairly the information purported to be shown therein. Except as set forth on Schedule 6.01(k)(ii) to the Securities Purchase Agreement and, Obligors make no representation or warranty with respect to unaudited interim statements, except for the absence of notes to the interim statements and subject to normal, recurring year-end adjustments consistent with past practice (which will not be material in the aggregate), the PMGI Financial Statements have been prepared in accordance with GAAP consistently applied throughout and the periods involved and are in accordance with the books and records of PMGI. Except as other matters set forth on Schedule 6.01(k)(iiin this Section 6.01(k) to the Securities Purchase Agreement, the books, records and accounts of PMGI accurately and fairly reflect, in reasonable detail, the transactions and the assets and liabilities of PMGI. PMGI maintains a system of internal accounting control sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, (iii) access to assets, properties, books, records and accounts is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accounting for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differencesthe period prior to October 5, 2004.

Reports; Financial Statements; Books of Account. (i) Attached as part of Schedule 6.01(k)(i6.01(k) to the Securities Purchase Agreement are true and correct copies of the (i) audited consolidated balance sheets of Various, Inc. the Issuer as of the fiscal years ended December 31, 2005 2004 and December 31, 2006 2005 and audited consolidated statements of income, cash flows and changes in shareholders’ equity for each of the twelve month periods then ended, (ii) unaudited consolidated balance sheets of Variousthe Issuer as of June 30, Inc. 2006, and unaudited statements of income, cash flows and changes in shareholders’ equity for the six-month period then ended, (iii) unaudited balance sheets of the Issuer as of the last day of January, February, March, April, May and June and September 20072006, and unaudited consolidated statements of income, cash flows and changes in shareholders’ equity for the respective three, six and nineone-month periods then ended, (iiiiv) unaudited consolidated non-GAAP cash basis income statement “flash reports” of the Issuer (in the form described in Section 7.01(a)(3)) as of the last day of January, February, March, April, May, June, July, August, September [May and October] 2007 June 2006 (all such financial statements in the foregoing clauses (i) through (iiiiv) inclusive being referred to herein collectively, collectively as the “Various Financial Statements”), and (ivv) an estimated consolidated balance sheet of Various, Inc. the Issuer as of the Closing Date, including a calculation of working capital, pro forma for the consummation of the transactions contemplated by the Acquisition, this Agreement and the other Funding Documents. Each such balance sheet presents fairly the financial condition, assets and liabilities, and shareholders’ equity of Various, Inc. the Issuer as of its date; each such statement of income presents fairly the results of operations of Various, Inc. the Issuer for the period indicated; and each such statement of cash flows and changes in shareholders’ equity presents fairly the information purported to be shown therein. Except as set forth on Schedule 6.01(k)(i6.01(k) to the Securities Purchase Agreement and, with respect to unaudited interim statements, except for the absence of notes to the interim statements and subject to normal, recurring year-end adjustments consistent with past practice (which will not be material in the aggregate), the Various Financial Statements have been prepared in accordance with GAAP consistently applied throughout the periods involved and are in accordance with the books and records of Various, Inc. the Issuer. Except as set forth on Schedule 6.01(k) to the Securities Purchase Agreement), the books, records and accounts of Various, Inc. the Issuer accurately and fairly reflect, in reasonable detail, the transactions and the assets and liabilities of Various, Inc. Various, Inc. the Issuer. The Issuer maintains a system of internal accounting control sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, (iii) access to assets, properties, books, records and accounts is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accounting for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. (ii) Attached as part . Notwithstanding any provision of Schedule 6.01(k)(ii) this Agreement to the Securities Purchase Agreement are true and correct copies of contrary, the (i) audited consolidated balance sheets of PMGI as of the fiscal year ended December 31, 2005 and audited consolidated statements of income, cash flows and changes in shareholders’ equity for the twelve month period then ended, (ii) an unaudited consolidated balance sheet of PMGI as of the fiscal year ended December 31, 2006 and unaudited consolidated statements of income cash flows and changes in shareholders’ equity for the twelve-month period then ended, (iii) unaudited consolidated balance sheets of PMGI. as of the last day of March, June and September 2007, and unaudited consolidated statements of income, cash flows and changes in shareholders’ equity for the respective three, six and nine-month periods then ended, (iv) unaudited consolidated non-GAAP cash basis income statement “flash reports” of PMGI (in the form described in Section 7.01(a)(3)) as of the last day of January, February, March, April, May, June, July, August, September and October 2007 (all such financial statements in the foregoing clauses (i) through (iii) inclusive being referred to herein collectively, as the “PMGI Financial Statements”). Each such balance sheet presents fairly the financial condition, assets and liabilities, and shareholders’ equity of PMGI as of its date; each such statement of income presents fairly the results of operations of PMGI for the period indicated; and each such statement of cash flows and changes in shareholders’ equity presents fairly the information purported to be shown therein. Except as set forth on Schedule 6.01(k)(ii) to the Securities Purchase Agreement and, Obligors make no representation or warranty with respect to unaudited interim statements, except for the absence of notes to the interim statements and subject to normal, recurring year-end adjustments consistent with past practice (which will not be material in the aggregate), the PMGI Financial Statements have been prepared in accordance with GAAP consistently applied throughout and the periods involved and are in accordance with the books and records of PMGI. Except as other matters set forth on Schedule 6.01(k)(iiin this Section 6.01(k) to the Securities Purchase Agreement, the books, records and accounts of PMGI accurately and fairly reflect, in reasonable detail, the transactions and the assets and liabilities of PMGI. PMGI maintains a system of internal accounting control sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, (iii) access to assets, properties, books, records and accounts is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accounting for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differencesthe period prior to October 5, 2004.

Reports; Financial Statements; Books of Account. (i) Attached as part of Schedule 6.01(k)(i) to the Securities Purchase Agreement are true and correct copies of the (i) audited consolidated balance sheets of Various, Inc. as of the fiscal years ended December 31, 2005 and December 31, 2006 and audited consolidated statements of income, cash flows and changes in shareholders’ equity for each of the twelve month periods then ended, (ii) unaudited consolidated balance sheets of Various, Inc. as of the last day of March, June and September 2007, and unaudited consolidated statements of income, cash flows and changes in shareholders’ equity for the respective three, six and nine-month periods then ended, (iii) unaudited consolidated non-GAAP cash basis income statement “flash reports” of the Issuer (in the form described in Section 7.01(a)(3)) as of the last day of January, February, March, April, May, June, July, August, September [and October] October 2007 (all such financial statements in the foregoing clauses (i) through (iiiiiii) inclusive being referred to herein collectively, as the “Various Financial Statements”), and (iv) an estimated consolidated balance sheet of Various, Inc. as of the Closing Date, including a calculation of working capital, pro forma for the consummation of the transactions contemplated by the Acquisition, this Agreement and the other Funding Documents. Each such balance sheet presents fairly the financial condition, assets and liabilities, and shareholders’ equity of Various, Inc. as of its date; each such statement of income presents fairly the results of operations of Various, Inc. for the period indicated; and each such statement of cash flows and changes in shareholders’ equity presents fairly the information purported to be shown therein. Except as set forth on Schedule 6.01(k)(i) to the Securities Purchase Agreement and, with respect to unaudited interim statements, except for the absence of notes to the interim statements and subject to normal, recurring year-end adjustments consistent with past practice (which will not be material in the aggregate), the Various Financial Statements have been prepared in accordance with GAAP consistently applied throughout the periods involved and are in accordance with the books and records of Various, Inc. Except as set forth on Schedule 6.01(k) to the Securities Purchase Agreement), the books, records and accounts of Various, Inc. accurately and fairly reflect, in reasonable detail, the transactions and the assets and liabilities of Various, Inc. Various, Inc. maintains a system of internal accounting control sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, (iii) access to assets, properties, books, records and accounts is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accounting for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. (ii) Attached as part of Schedule 6.01(k)(ii) to the Securities Purchase Agreement are true and correct copies of the (i) audited consolidated balance sheets sheet of PMGI as of the fiscal year ended December 31, 2005 and audited consolidated statements of income, cash flows and changes in shareholders’ equity for the twelve month period then ended, (ii) an unaudited consolidated balance sheet of PMGI as of the fiscal year ended December 31, 2006 and unaudited consolidated statements of income income, cash flows and changes in shareholders’ equity for the twelve-twelve month period then ended,, (iii) unaudited consolidated balance sheets of PMGI. as of the last day of March, June and September 2007, and unaudited consolidated statements of income, cash flows and changes in shareholders’ equity for the respective three, six and nine-month periods then ended, (iv) unaudited consolidated non-GAAP cash basis income statement “flash reports” of PMGI (in the form described in Section 7.01(a)(3)) as of the last day of January, February, March, April, May, June, July, August, September and October 2007 (all such financial statements in the foregoing clauses (i) through (iiiiv) inclusive being referred to herein collectively, as the “PMGI Financial Statements”). Each such balance sheet presents fairly the financial condition, assets and liabilities, and shareholders’ equity of PMGI as of its date; each such statement of income presents fairly the results of operations of PMGI for the period indicated; and each such statement of cash flows and changes in shareholders’ equity presents fairly the information purported to be shown therein. Except as set forth on Schedule 6.01(k)(ii) to the Securities Purchase Agreement and, with respect to unaudited interim statements, except for the absence of notes to the interim statements and subject to normal, recurring year-end adjustments consistent with past practice (which will not be material in the aggregate), the PMGI Financial Statements have been prepared in accordance with GAAP consistently applied throughout the periods involved and are in accordance with the books and records of PMGI. Except as set forth on Schedule 6.01(k)(ii) to the Securities Purchase Agreement), the books, records and accounts of PMGI accurately and fairly reflect, in reasonable detail, the transactions and the assets and liabilities of PMGI. PMGI maintains a system of internal accounting control sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, (iii) access to assets, properties, books, records and accounts is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accounting for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.