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 (iii) Attached hereto as Annex A(iii) are the unaudited pro forma combined balance sheet for the Retained Business as of October 25, 1997 (the "Pro Forma Balance Sheet"), the unaudited pro forma combined statement of income for the Retained Business for the fiscal year ended April 26, 1997 and the six month period ended October 25, 1997 (the "Pro Forma Income Statements"), and the notes to such unaudited pro forma financial statements (the "Notes to Pro Forma Financial Statements", and, together with the Pro Forma Balance Sheet and the Pro Forma Income Statements, the "Pro Forma Retained Business Financial Statements"). The Pro Forma Retained Business Financial Statements have been prepared in accordance with Article 11 of Regulation S-X; reflect the adjustments necessary to change accounting treatment for certain past acquisitions from the pooling of interests method to the purchase method; and give effect to the Proposed Financings, the Tender Offer, the Distributions and the purchase of the Shares, Special Shares and Warrants by Purchaser. The Pro Forma Income Statements have been prepared as if all such Transactions had occurred at the beginning of fiscal 1997 and the Pro Forma Balance Sheet has been prepared as if all such transactions had occurred as of October 25, 1997. (iv) Attached hereto as Annex A(iv) are a consolidated balance sheet for the Retained Business as of April 26, 1997 (the "Audited Balance Sheet") and the consolidated statements of income of the Retained Business for the fiscal year then ended (such financial statements, including the notes thereto, the "Audited Retained Business Financial Statements"), together with the report of the Company's independent accountants thereon. The Audited Retained Business Financial Statements (including any related notes and schedules) will fairly present in all material respects the consolidated financial position of the Retained Business as of the date thereof, and fairly present in all material respects the income of the Retained Business for the period set forth therein, in accordance with GAAP applied on a consistent basis throughout the periods presented therein except as indicated in the notes thereto. (v) The balance sheets included in the Pro Forma Retained Business Financial Statements do not include any material assets or liabilities not intended to constitute a part of the Retained Business after giving effect to the Transactions. The statements of income, statements of stockholders equity and statements of cash flows included in the Pro Forma Retained Business Financial Statements do not reflect the operations of any entity or business not intended to constitute a part of the Retained Business after giving effect to all such Transactions. The statements of income included in the Pro Forma Retained Business Financial Statements reflect all of the material costs and expenses incurred in connection with the Retained Business, including those incurred in generating the revenues reflected in the Pro Forma Retained Business Financial Statements, in each case, for the periods covered thereby, that would be required to be so reflected under GAAP in consolidated financial statements of the Retained Business prepared on a pro forma basis after giving effect to all such transactions.

Retained Business Financial Statements. (i) Attached hereto as Annex A(iIncluded in Section 4.01(g) are of the Company Disclosure Schedule is a consolidated combined and combining balance sheet of the Retained Companies as of April 26, 1997 (the "Balance Sheet") and a consolidated balance sheet as of April 30December 31, 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 Retained Business Balance Sheet") and a combined and combining operating income statement for the year ended December 31, 1996 (including the notes thereto, and together with the Retained Business Balance Sheet, the "Retained Business Financial Statements"), together with . There has been no change in 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 combined financial position of the Company as of their respective datesRetained Companies since December 31, and each of the consolidated statements of income, consolidated statements of cash flow and consolidated statements of stockholders' equity included 1996 except for changes that individually or in the Company aggregate have not had and would not reasonably be expected to have a material adverse effect on the Retained Companies. The Retained Business Financial Statements (including any related notes and schedules) Balance Sheet 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 (iii) Attached hereto as Annex A(iii) are the unaudited pro forma combined balance sheet for the Retained Business as of October 25, 1997 (the "Pro Forma Balance Sheet"), the unaudited pro forma combined statement of income for the Retained Business for the fiscal year ended April 26, 1997 and the six month period ended October 25, 1997 (the "Pro Forma Income Statements"), and the notes to such unaudited pro forma financial statements (the "Notes to Pro Forma Financial Statements", and, together with the Pro Forma Balance Sheet and the Pro Forma Income Statements, the "Pro Forma Retained Business Financial Statements"). The Pro Forma Retained Business Financial Statements have been prepared in accordance with Article 11 of Regulation S-X; reflect the adjustments necessary to change accounting treatment for certain past acquisitions from the pooling of interests method to the purchase method; and give effect to the Proposed Financings, the Tender Offer, the Distributions and the purchase of the Shares, Special Shares and Warrants by Purchaser. The Pro Forma Income Statements have been prepared as if all such Transactions had occurred at the beginning of fiscal 1997 and the Pro Forma Balance Sheet has been prepared as if all such transactions had occurred as of October 25, 1997. (iv) Attached hereto as Annex A(iv) are a consolidated balance sheet for the Retained Business as of April 26, 1997 (the "Audited Balance Sheet") and the consolidated statements of income of the Retained Business for the fiscal year then ended (such financial statements, including the notes thereto, the "Audited Retained Business Financial Statements"), together with the report of the Company's independent accountants thereon. The Audited Retained Business Financial Statements (including any related notes and schedules) will fairly present in all material respects the consolidated financial position of the Retained Business as of the date thereofDecember 31, 1996, and the operating income statement included in the Retained Business Financial Statements fairly present presents in all material respects the income results of operations of the Retained Business for the period set forth thereinyear ended December 31, 1996, in each case after giving effect to the Restructuring and the Company Distribution (assuming that the Restructuring and the Company Distribution had occurred on December 31, 1996 and January 1, 1996, respectively) and in accordance with GAAP applied on a basis consistent basis throughout with the periods presented therein most recent audited financial statements of the Company included in the Filed SEC Documents, except as indicated in the notes thereto. Except as contemplated by this Agreement, at December 31, 1996 none of the Retained Companies had, and since such date none of the Retained Companies has incurred, any liabilities or obligations of any nature (whether absolute, accrued, contingent or otherwise) except liabilities or obligations (a) which are accrued or reserved against in the Retained Business Balance Sheet, (b) for current or deferred Taxes with respect to current operations, (c) which were incurred after December 31, 1996 in the ordinary course of business, or (d) which would not in the aggregate have a material adverse effect on the Retained Companies or have been discharged or paid in full prior to the date hereof and taking into account, in the case of contingent liabilities, both the probability of the realization of the contingency and the likely resultant liability. The Retained Companies do not have any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) with respect to any former or discontinued business of the Company or any of its subsidiaries (other than any liabilities or obligations that constitute Assumed Liabilities (as defined in the Distribution Agreement)). (vii) The balance sheets included Except for the excluded assets described in Section 4.01(g) of the Company Disclosure Schedule (the "Excluded Assets"), the Retained Business includes all the Company's right, title and interest (including minority interests) in and to (x) all assets of the Company, any of the Retained Subsidiaries or any of the GBC Companies that are used in or that are being held for use in the Pro Forma Retained Business Financial Statements do as presently conducted and (y) whether or not include any material included within the assets or liabilities not intended to constitute a part set forth in clause (x) above, all assets (including, without limitation, capital stock and partnership and ownership interests) reflected on the Retained Business Balance Sheet, except those disposed of in the ordinary course of business since the date of the Retained Business after giving effect to the Transactions. The statements of income, statements of stockholders equity and statements of cash flows included in the Pro Forma Retained Business Financial Statements do not reflect the operations of any entity or business not intended to constitute a part of the Retained Business after giving effect to all such Transactions. The statements of income included in the Pro Forma Retained Business Financial Statements reflect all of the material costs and expenses incurred in connection with the Retained Business, including those incurred in generating the revenues reflected in the Pro Forma Retained Business Financial Statements, in each case, for the periods covered thereby, that would be required to be so reflected under GAAP in consolidated financial statements of the Retained Business prepared on a pro forma basis after giving effect to all such transactionsBalance Sheet).

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 (iiA(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"Unaudited Company Business Financial Statements"). The Unaudited Company Business Financial Statements have been prepared in all material respects in accordance with GAAP consistently applied and on that basis fairly present the consolidated financial condition and results of operations of the Company as of the date thereof and for the period indicated, except that the Company Business Financial Statements omit footnote disclosures required by GAAP and are subject to normal, recurring year-end closing and audit adjustments, prior to the announcement of the Transactions. Upon announcement of the Transactions, the Unaudited 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. (iii) Attached hereto as Annex A(iii) are the unaudited pro forma combined balance sheet for the Retained Business as of October 25, 1997 (the "Pro Forma Balance Sheet"), the unaudited pro forma combined statement of income for the Retained Business for the fiscal year ended April 26, 1997 and the six month period ended October 25, 1997 (the "Pro Forma Income Statements"), and the notes to such unaudited pro forma financial statements (the "Notes to Pro Forma Financial Statements", and, together with the Pro Forma Balance Sheet and the Pro Forma Income Statements, the "Pro Forma Retained Business Financial Statements"). The Pro Forma Retained Business Financial Statements have been prepared in accordance with Article 11 of Regulation S-X; reflect the adjustments necessary to change accounting treatment for certain past acquisitions from the pooling of interests method to the purchase method; and give effect to the Proposed Financings, the Tender Offer, the Distributions and the purchase of the Shares, Special Shares and Warrants by Purchaser. The Pro Forma Income Statements have been prepared as if all such Transactions had occurred at the beginning of fiscal 1997 and the Pro Forma Balance Sheet has been prepared as if all such transactions had occurred as of October 25, 1997. (iv) Attached hereto as Annex A(iv) are a consolidated balance sheet for the Retained Business as of April 26, 1997 (the "Audited Balance Sheet") and the consolidated statements of income of the Retained Business for the fiscal year then ended (such financial statements, including the notes thereto, the "Audited Retained Business Financial Statements"), together with the report of the Company's independent accountants thereon. The Audited Retained Business Financial Statements (including any related notes and schedules) will fairly present in all material respects the consolidated financial position of the Retained Business as of the date thereof, and fairly present in all material respects the income of the Retained Business for the period set forth therein, in accordance with GAAP applied on a consistent basis throughout the periods presented therein except as indicated in the notes thereto. (v) The balance sheets included in the Pro Forma Retained Business Financial Statements do not include any material assets or liabilities not intended to constitute a part of the Retained Business after giving effect to the Transactions. The statements of income, statements of stockholders equity and statements of cash flows included in the Pro Forma Retained Business Financial Statements do not reflect the operations of any entity or business not intended to constitute a part of the Retained Business after giving effect to all such Transactions. The statements of income included in the Pro Forma Retained Business Financial Statements reflect all of the material costs and expenses incurred in connection with the Retained Business, including those incurred in generating the revenues reflected in the Pro Forma Retained Business Financial Statements, in each case, for the periods covered thereby, that would be required to be so reflected under GAAP in consolidated financial statements of the Retained Business prepared on a pro forma basis after giving effect to all such transactions.

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 Transactionsa stand-alone company. (ii) Attached hereto as Annex A (iiA(ii) are the unaudited consolidated balance sheet for the Company Retained Business as of October 25March 31, 1997 and the unaudited consolidated statement of income of the Company Retained Business for the six three months then ended (such financial statements, including the notes thereto, the B-7 (iii) Attached hereto as Annex A(iii) are the unaudited pro forma combined balance sheet for the Retained Business as of October 25, 1997 (the "Pro Forma Balance Sheet"), the unaudited pro forma combined statement of income for the Retained Business for the fiscal year ended April 26, 1997 and the six month period ended October 25, 1997 (the "Pro Forma Income Statements"), and the notes to such unaudited pro forma financial statements (the "Notes to Pro Forma Financial Statements", and, together with the Pro Forma Balance Sheet and the Pro Forma Income Statements, the "Pro Forma Unaudited Retained Business Financial Statements"). The Pro Forma Unaudited Retained Business Financial Statements have been prepared in accordance with Article 11 of Regulation S-X; reflect the adjustments necessary to change accounting treatment for certain past acquisitions from the pooling of interests method to the purchase method; and give effect to the Proposed Financings, the Tender Offer, the Distributions and the purchase of the Shares, Special Shares and Warrants by Purchaser. The Pro Forma Income Statements have been prepared as if all such Transactions had occurred at the beginning of fiscal 1997 and the Pro Forma Balance Sheet has been prepared as if all such transactions had occurred as of October 25, 1997. (iv) Attached hereto as Annex A(iv) are a consolidated balance sheet for the Retained Business as of April 26, 1997 (the "Audited Balance Sheet") and the consolidated statements of income of the Retained Business for the fiscal year then ended (such financial statements, including the notes thereto, the "Audited Retained Business Financial Statements"), together with the report of the Company's independent accountants thereon. The Audited Retained Business Financial Statements (including any related notes and schedules) will fairly present in all material respects in accordance with GAAP consistently applied and on that basis fairly present the consolidated financial position condition and results of operations of the Retained Business as of the date thereof, thereof and fairly present in all material respects the income of the Retained Business for the period set forth thereinindicated, in accordance with except that the Unaudited Retained Business Financial Statements omit the statement of cash flows and footnote disclosures required by GAAP applied on a consistent basis throughout the periods presented therein except as indicated in the notes theretoand are subject to normal, recurring year-end closing and audit adjustments. (viii) The balance sheets included in the Pro Forma Retained Business Financial Statements do not include any material assets or liabilities not intended to constitute a part of the Retained Business after giving effect to the Transactionstransactions contemplated by the Reorganization Agreements. The statements of income, statements of stockholders equity and statements of cash flows included in the Pro Forma Retained Business Financial Statements do not reflect the operations of any entity or business not intended to constitute a part of the Retained Business after giving effect to all such Transactionstransactions. The statements of income included in the Pro Forma Retained Business Financial Statements reflect all of the material costs and expenses incurred in connection with the Retained Business, including those incurred in generating the revenues reflected in the Pro Forma Retained Business Financial Statements, in each case, for the periods covered thereby, that would be required to be so reflected under GAAP in consolidated financial statements of the Retained Business prepared on a pro forma basis after giving effect to all such transactions.

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"Unaudited Company Business Financial Statements"). The Unaudited Company Business Financial Statements have been prepared in all material respects in accordance with GAAP consistently applied and on that basis fairly present the consolidated financial condition and results of operations of the Company as of the date thereof and for the period indicated, except that the Company Business Financial Statements omit footnote disclosures required by GAAP and are subject to normal, recurring year-end closing and audit adjustments, prior to the announcement of the Transactions. Upon announcement of the Transactions, the Unaudited 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. (iii) Attached hereto as Annex A(iii) are the unaudited pro forma combined balance sheet for the Retained Business as of October 25, 1997 (the "Pro Forma Balance Sheet"), the unaudited pro forma combined statement of income for the Retained Business for the fiscal year ended April 26, 1997 and the six month period ended October 25, 1997 (the "Pro Forma Income Statements"), and the notes to such unaudited pro forma financial statements (the "Notes to Pro Forma Financial Statements", and, together with the Pro Forma Balance Sheet and the Pro Forma Income Statements, the "Pro Forma Retained Business Financial Statements"). The Pro Forma Retained Business Financial Statements have been prepared in accordance with Article 11 of Regulation S-X; reflect the adjustments necessary to change accounting treatment for certain past acquisitions from the pooling of interests method to the purchase method; and give effect to the Proposed Financings, the Tender Offer, the Distributions and the purchase of the Shares, Special Shares and Warrants by Purchaser. The Pro Forma Income Statements have been prepared as if all such Transactions had occurred at the beginning of fiscal 1997 and the Pro Forma Balance Sheet has been prepared as if all such transactions had occurred as of October 25, 1997. (iv) Attached hereto as Annex A(iv) are a consolidated balance sheet for the Retained Business as of April 26, 1997 (the "Audited Balance Sheet") and the consolidated statements of income of the Retained Business for the fiscal year then ended (such financial statements, including the notes thereto, the "Audited Retained Business Financial Statements"), together with the report of the Company's independent accountants thereon. The Audited Retained Business Financial Statements (including any related notes and schedules) will fairly present in all material respects the consolidated financial position of the Retained Business as of the date thereof, and fairly present in all material respects the income of the Retained Business for the period set forth therein, in accordance with GAAP applied on a consistent basis throughout the periods presented therein except as indicated in the notes thereto. (v) The balance sheets included in the Pro Forma Retained Business Financial Statements do not include any material assets or liabilities not intended to constitute a part of the Retained Business after giving effect to the Transactions. The statements of income, statements of stockholders equity and statements of cash flows included in the Pro Forma Retained Business Financial Statements do not reflect the operations of any entity or business not intended to constitute a part of the Retained Business after giving effect to all such Transactions. The statements of income included in the Pro Forma Retained Business Financial Statements reflect all of the material costs and expenses incurred in connection with the Retained Business, including those incurred in generating the revenues reflected in the Pro Forma Retained Business Financial Statements, in each case, for the periods covered thereby, that would be required to be so reflected under GAAP in consolidated financial statements of the Retained Business prepared on a pro forma basis after giving effect to all such transactions.