Common use of Retained Business Financial Statements Clause in Contracts

Retained Business Financial Statements. (i) Attached hereto as Annex A(i) are a consolidated balance sheet as of April 26, 1997 (the "Balance Sheet") and a consolidated balance sheet as of April 30, 1996 and consolidated statements of income, consolidated statements of cash flow and consolidated statements of stockholders' equity for the years ended April 30, 1995 and 1996 and April 26, 1997, in each case for the Company (such financial statements, including the notes thereto, the "Company Business Financial Statements"), together with the report of the Company's independent accountants thereon. Each of the Balance Sheet and the consolidated balance sheet as of April 30, 1996 (including any related notes and schedules) presents fairly in all material respects the consolidated financial position of the Company as of their respective dates, and each of the consolidated statements of income, consolidated statements of cash flow and consolidated statements of stockholders' equity included in the Company Business Financial Statements (including any related notes and schedules) fairly presents in all material respects the income, cash flows and stockholders equity, as the case may be, of the Company for the periods set forth therein, in each case in accordance with GAAP applied on a consistent basis throughout the periods presented therein except as indicated in the notes thereto, prior to the announcement of the Transactions. Upon announcement of the Transactions, the Company Business Financial Statements will require adjustment to reflect (i) the change in the accounting treatment of certain acquisitions from the pooling-of-interests method to the purchase method; (ii) the treatment of certain of the Distributions as discontinued operations, and (iii) certain footnote disclosure regarding the Transactions. (ii) Attached hereto as Annex A (ii) are the unaudited consolidated balance sheet for the Company as of October 25, 1997 and the unaudited consolidated statement of income of the Company for the six months then ended (such financial statements, including the notes thereto, the B-7

Retained Business Financial Statements. (i) Attached hereto as Annex A(i) are a consolidated balance sheet as of April 26, 1997 (the "Balance Sheet") and a consolidated balance sheet as of April 30, 1996 and consolidated statements of income, consolidated statements of cash flow and consolidated statements of stockholders' equity for the years ended April 30, 1995 and 1996 and April 26, 1997, in each case for the Company (such financial statements, including the notes thereto, the "Company Business Financial Statements"), together with the report of the Company's independent accountants thereon. Each of the Balance Sheet and the consolidated balance sheet as of April 30, 1996 (including any related notes and schedules) presents fairly in all material respects the consolidated financial position of the Company as of their respective dates, and each of the consolidated statements of income, consolidated statements of cash flow and consolidated statements of stockholders' equity included in the Company Business Financial Statements (including any related notes and schedules) fairly presents in all material respects the income, cash flows and stockholders equity, as the case may be, of the Company for the periods set forth therein, in each case in accordance with GAAP applied on a consistent basis throughout the periods presented therein except as indicated in the notes thereto, prior to the announcement of the Transactions. Upon announcement of the Transactions, the Company Business Financial Statements will require adjustment to reflect (i) the change in the accounting treatment of certain acquisitions from the pooling-of-interests method to the purchase method; (ii) the treatment of certain of the Distributions as discontinued operations, and (iii) certain footnote disclosure regarding the Transactions. (ii) Attached hereto as Annex A (ii) are the unaudited consolidated balance sheet for the Company as of October 25, 1997 and the unaudited consolidated statement of income of the Company for the six months then ended (such financial statements, including the notes thereto, the B-7.

Retained Business Financial Statements. (i) Attached hereto as Annex A(i) are a consolidated balance sheet as of April 26December 31, 1997 1996 (the "Balance Sheet") and a consolidated balance sheet as of April 30December 31, 1996 1995 and consolidated income statements, consolidated cash flow statements and consolidated statements of income, consolidated statements of cash flow and consolidated statements of stockholders' stockholders equity for the years ended April 30December 31, 1994, 1995 and 1996 and April 26, 19971996, in each case for the Company Retained Business (such financial statements, including the notes thereto, the "Company Retained Business Financial Statements"), together with the report of the Company's independent accountants thereon. Each of the Balance Sheet and the consolidated balance sheet as of April 30December 31, 1996 1995 (including any related notes and schedules) fairly presents fairly in all material respects the consolidated financial position of the Company Retained Business as of their respective dates, and each of the consolidated statements of incomeincome statements, consolidated statements of cash flow statements and consolidated statements of stockholders' stockholders equity included in the Company Retained Business Financial Statements (including any related notes and schedules) fairly presents in all material respects the income, cash flows and stockholders equity, as the case may be, of the Company Retained Business for the periods set forth therein, in each case in accordance with GAAP applied on a consistent basis throughout the periods presented therein except as indicated in the notes thereto, prior to the announcement of the Transactions. Upon announcement of the Transactions, the Company The Retained Business Financial Statements will require adjustment to reflect (i) the change in the accounting treatment of certain acquisitions from the pooling-of-interests method to the purchase method; (ii) the treatment of certain may not necessarily be indicative of the Distributions financial position, results of operations or cash flows that would have existed if the Retained Business had operated as discontinued operations, and (iii) certain footnote disclosure regarding the Transactions. (ii) Attached hereto as Annex A (ii) are the unaudited consolidated balance sheet for the Company as of October 25, 1997 and the unaudited consolidated statement of income of the Company for the six months then ended (such financial statements, including the notes thereto, the B-7a stand-alone company.