Common use of Target Financial Statements Clause in Contracts

Target Financial Statements. Target’s audited consolidated financial statements as at and for the fiscal years ended December 31, 2005 and 2004 (including the notes thereto and related management’s discussion and analysis (“Target’s MD&A”)) and Target’s unaudited financial statements as at and for the six months ended June 30, 2006 (including the notes thereto and related Target’s MD&A) (collectively, the “Target Financial Statements”) and all financial statements of Target and its subsidiaries included or incorporated by reference in information circulars, forms, reports, statements, prospectuses and other documents filed with Securities Authorities since December 31, 2004 were prepared in accordance with GAAP consistently applied (except (A) as otherwise indicated in such financial statements and the notes thereto or, in the case of audited statements, in the related report of Target’s independent auditors, or (B) in the case of unaudited interim consolidated financial statements, are subject to normal period-end adjustments and may omit notes which are not required by applicable Laws in the unaudited statements) and fairly present in all material respects the consolidated financial position, results of operations and changes in financial position of Target and its subsidiaries as of the dates thereof and for the periods indicated therein (subject, in the case of any unaudited interim consolidated financial statements, to normal period-end adjustments) and reflect reserves required by GAAP in respect of all material contingent liabilities, if any, of Target and its subsidiaries on a consolidated basis. There has been no material change in Target’s accounting policies, except as described in the notes to the Target Financial Statements, since December 31, 2005. None of Target or its subsidiaries had any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth in a consolidated balance sheet of Target or in the notes thereto, except for any liabilities or obligations incurred since June 30, 2006 in the ordinary course of business.

Target Financial Statements. Target’s 's audited consolidated financial statements as at and for the fiscal years ended December 31, 2005 and 2004 (including the notes thereto and related management’s 's discussion and analysis (“"Target’s 's MD&A”")) and Target’s 's unaudited financial statements as at and for the six months ended June 30, 2006 (including the notes thereto and related Target’s 's MD&A) (collectively, the “"Target Financial Statements”") and all financial statements of Target and its subsidiaries included or incorporated by reference in information circulars, forms, reports, statements, prospectuses and other documents filed with Securities Authorities since December 31, 2004 were prepared in accordance with GAAP consistently applied (except (A) as otherwise indicated in such financial statements and the notes thereto or, in the case of audited statements, in the related report of Target’s 's independent auditors, or (B) in the case of unaudited interim consolidated financial statements, are subject to normal period-end adjustments and may omit notes which are not required by applicable Laws in the unaudited statements) and fairly present in all material respects the consolidated financial position, results of operations and changes in financial position of Target and its subsidiaries as of the dates thereof and for the periods indicated therein (subject, in the case of any unaudited interim consolidated financial statements, to normal period-end adjustments) and reflect reserves required by GAAP in respect of all material contingent liabilities, if any, of Target and its subsidiaries on a consolidated basis. There has been no material change in Target’s 's accounting policies, except as described in the notes to the Target Financial Statements, since December 31, 2005. None of Target or its subsidiaries had any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth in a consolidated balance sheet of Target or in the notes thereto, except for any liabilities or obligations incurred since June 30, 2006 in the ordinary course of business.

Target Financial Statements. Target’s (a) True and complete copies of (i) the audited consolidated financial balance sheet of the Target as of December 31, 2001 (the “Target Balance Sheet”), and the related unaudited statements as at of income, changes in stockholders’ equity and cash flows for the fiscal years year ended December 31, 2005 2001, together with all related notes and 2004 schedules thereto (including together with the notes thereto and related management’s discussion and analysis (Target Balance Sheet the “Target’s MD&A2001 Financial Statements”), and (ii) the unaudited consolidated balance sheet of the Target as of May 31, 2002 (the “Interim Balance Sheet”) and Target’s unaudited financial the related statements as at of income and cash flows and changes in stockholders’ equity of Target for the six five months ended June 30May 31, 2006 2002 (including collectively the notes thereto “Interim Financial Statements” and related Target’s MD&A) (collectively, together with the 2001 Financial Statements the “Target Financial StatementsFinancials”) and all financial statements are attached as Section 3.5 of the Disclosure Schedules. Except as set forth in Section 3.5 of the Disclosure Schedules, the Target and its subsidiaries included or incorporated by reference Financials (including, in information circularseach case, forms, reports, statements, prospectuses and other documents filed with Securities Authorities since December 31, 2004 the notes thereto) were prepared in all material aspects in accordance with GAAP consistently U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods indicated (except (A) as otherwise may be indicated in such financial statements and the notes thereto or, in the case of audited unaudited statements, in the related report of Target’s independent auditorsas permitted by GAAP), or (B) in the case of unaudited interim consolidated financial statementsand each fairly present, are subject to normal period-end adjustments and may omit notes which are not required by applicable Laws in the unaudited statements) and fairly present in all material respects respects, the consolidated financial position, results of operations and changes in financial position of the Target and its subsidiaries as of at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein (subject, in the case of any except such unaudited interim consolidated financial statements, statements are subject to normal periodand recurring year-end adjustments, which are not and are not expected, individually or in the aggregate, to have a Material Adverse Effect on the Target, and do not contain footnotes and except for items that are a result of elections, actions, or transactions taken by the Parent, its subsidiaries and/or affiliated entities after the Effective Time, including, but not limited to, any elections, actions or transactions in which the Taxes of the Target are changed and any adjustments that are made or required to be made by such changes in the Taxes and the assumption of the Target Options and the conversion and/or substitution of Parent options for such Target Options, as provided in this Agreement). (b) and reflect reserves required by GAAP Except as set forth in respect Section 3.5 of all material contingent the Disclosure Schedules, there are no debts, liabilities, if anyor obligations, whether accrued or fixed, absolute or contingent, matured or unmatured or determined or determinable (“Liabilities”) of Target and its subsidiaries Target, other than Liabilities (i) reflected or reserved against on a consolidated basis. There has been no material change in Target’s accounting policies, except as described in the notes to the Target Interim Financial Statements, (ii) in an aggregate amount not exceeding $500,000 incurred since December May 31, 2005. None of Target or its subsidiaries had any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth in a consolidated balance sheet of Target or in the notes thereto, except for any liabilities or obligations incurred since June 30, 2006 2002 in the ordinary course of business, consistent with the past practice of Target, and (iii) future obligations under contracts or agreements to which Target is a party. Except as set forth in Section 3.5 of the Disclosure Schedules, reserves are reflected on the Interim Financial Statements and on the books of account and other financial records of Target against all Liabilities of Target in amounts that have been established on a basis consistent with the past practice of Target and in accordance with GAAP. Except as set forth in Section 3.5 of the Disclosure Schedules, there are no outstanding warranty claims against Target, and Target has not granted the distributors of its products any return rights, other than those provided in its reseller or distribution agreements.

Target Financial Statements. Target’s audited consolidated financial statements as at and for the fiscal years ended December 31, 2005 2009 and 2004 2008 (including the notes thereto thereto) and related management’s discussion and analysis (“Target’s MD&A”)) and Target’s unaudited consolidated financial statements as at and for the six nine months ended June September 30, 2006 (including the notes thereto and related Target’s MD&A) 2010 (collectively, the “Target Financial Statements”) and all financial statements of Target and its subsidiaries included or incorporated by reference in information circulars, forms, reports, statements, prospectuses and other documents filed with Securities Authorities since December 31, 2004 were prepared in accordance with GAAP consistently applied (except (A) as otherwise indicated in such financial statements and the notes thereto or, in the case of audited statements, in the related report of Target’s independent auditors, or (B) in the case of unaudited interim consolidated financial statements, are subject to normal period-end adjustments and may omit notes which are not required by applicable Laws in the unaudited statements) and present fairly present in all material respects the consolidated financial positioncondition, results of operations and operations, changes in financial position of Target and its subsidiaries as of the dates thereof and for the periods indicated therein (subject, in the case of any unaudited interim consolidated financial statements, to normal period-end adjustments) and reflect reserves required by GAAP in respect of all material contingent liabilities, if any, of Target and its subsidiaries on a consolidated basis. Target’s audited financial statements for the fiscal year ended December 31, 2010 will be filed as required pursuant to National Instrument 51-101 “Continuous Disclosure Obligations” on or before March 31, 2011. There has been no material change in Target’s accounting policies, except as described in the notes to the Target Financial Statements, since December 31, 2005. None of Target or its subsidiaries had any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth in a consolidated balance sheet of Target or in the notes thereto, except for any liabilities or obligations incurred since June September 30, 2006 in the ordinary course of business2010.