Common use of Company Financial Statements Clause in Contracts

Company Financial Statements. The Company has delivered to Acquirer as attachments to Schedule 3.8 of the Company Disclosure Letter (i) audited consolidated balance sheets of the Company dated December 31, 2000 and December 31, 2001, (ii) an audited consolidated balance sheet of the Company dated June 30, 2002, (iii) the Company's audited consolidated statements of operations, statements of cash flows and statements of changes in stockholders' equity for the years ended December 31, 2000 and December 31, 2001, and (iv) the Company's audited consolidated statements of operations, statements of cash flows and statements of changes in stockholders' equity for the six-month period ended June 30, 2002 (all such financial statements of the Company and any notes thereto, together with the financial statements of the Company delivered to Acquirer pursuant to Section 9.21, are hereinafter collectively referred to as the "Company Financial Statements"). In addition, the Company has delivered to Acquirer as attachments to Schedule 3.8 of the Company Disclosure Letter true, correct and complete copies of all material accounting policies used in preparing the Company Financial Statements. Xxxxx, Xxxxxxxx & Co. is currently auditing the Company's financial statements for the fiscal years ended December 31, 2000 and December 31, 2001. Notwithstanding such audit by Xxxxx, Xxxxxxxx & Co., the Company Financial Statements: (a) are derived from and are in accordance with the books and records of the Company; (b) fairly present the financial condition of the Company at the dates therein indicated and the results of operations for the periods therein specified; (c) have been prepared in accordance with GAAP applied on a basis consistent with prior periods except for any absence of notes to any of the unaudited Company Financial Statements; and (d) are true, correct and complete in all material respects. The Company has no debt, liability, obligation or commitment of any nature, whether accrued, absolute, contingent or otherwise, and whether due or to become due, except for those (a) shown on the Company's unaudited balance sheet as of June 30, 2002 included in the Company Financial Statements (the "Balance Sheet") and (b) that may have been incurred after June 30, 2002 (the "Balance Sheet Date") in the ordinary course of the Company's business consistent with its past practices and that are, individually or in the aggregate, not material to the business results of operations or financial condition of the Company. All reserves established by the Company that are set forth in or reflected in the Balance Sheet are adequate. At the Balance Sheet Date, there were no material loss contingencies (as such term is used in Statement of Financial Accounting Standards No. 5 ("Statement No. 5") issued by the Financial Accounting Standards Board in March 1975) that are not adequately provided for in the Balance Sheet as required by Statement No. 5. The Company Financial Statements comply in all material respects with the American Institute of Certified Public Accountants' Statement of Position 97-2. The Company has not had any dispute with any of its auditors regarding accounting matters or policies.

Company Financial Statements. The Company has delivered to Acquirer as attachments to Schedule 3.8 of consolidated financial statements for the Company Disclosure Letter (i) audited consolidated balance sheets of and the Company dated Subsidiaries as of and for the year ended December 31, 2000 2010 and December 31each of the eleven (11) months ended November 30, 20012011, (ii) an audited consolidated in each case provided to Parent prior to the date hereof, are herein referred to as the “Company Financial Statements” and the balance sheet of the Company dated June as of November 30, 20022011 is herein referred to as the “Company Balance Sheet”. Each of the Company Financial Statements (including, in each case, any related notes thereto): (iiii) was prepared in accordance with accounting principles generally accepted in the Company's audited consolidated statements United States (“GAAP”) as in effect on the date of operationssuch Company Financial Statements (or such other date as may be reflected in such Company Financial Statements), statements in each case applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of cash flows any unaudited portion of the Company Financial Statements, except as such unaudited portion of the Company Financial Statements may omit footnotes and statements of changes may be subject to potential year-end adjustments that are not expected, either individually or in stockholders' equity for the years ended December 31aggregate, 2000 and December 31, 2001, to be material); and (ivii) fairly present, in all material respects, the Company's audited consolidated statements of operations, statements of cash flows and statements of changes in stockholders' equity for the six-month period ended June 30, 2002 (all such financial statements position of the Company and any notes thereto, together with the financial statements of the Company delivered to Acquirer pursuant to Section 9.21, are hereinafter collectively referred to as Subsidiaries at the "Company Financial Statements"). In addition, respective dates thereof and the Company has delivered to Acquirer as attachments to Schedule 3.8 consolidated results of the Company Disclosure Letter true, correct their operations and complete copies of all material accounting policies used in preparing the Company Financial Statements. Xxxxx, Xxxxxxxx & Co. is currently auditing the Company's financial statements cash flows for the fiscal years ended December 31periods indicated, 2000 and December 31, 2001. Notwithstanding such audit by Xxxxx, Xxxxxxxx & Co., the Company Financial Statements: (a) are derived from and are in accordance consistent with the books and records of the Company; Company and the Company Subsidiaries (b) fairly present except as may be indicated in the financial condition notes thereto or, in the case of any unaudited portion of the Company at Financial Statements, except as such unaudited portion of the dates therein indicated Company Financial Statements may omit footnotes and may be subject to potential year-end adjustments that are not expected, either individually or in the aggregate, to be material). No financial statements of any Person other than the Company and the results of operations for the periods therein specified; (c) have been prepared in accordance with GAAP applied on a basis consistent with prior periods except for any absence of notes to any of the unaudited Company Financial Statements; and (d) are true, correct and complete in all material respects. The Company has no debt, liability, obligation or commitment of any nature, whether accrued, absolute, contingent or otherwise, and whether due or to become due, except for those (a) shown on the Company's unaudited balance sheet as of June 30, 2002 Subsidiaries actually included in the Company Financial Statements (the "Balance Sheet") and (b) that may have been incurred after June 30, 2002 (the "Balance Sheet Date") are required by GAAP to be included in the ordinary course of the Company's business consistent with its past practices and that are, individually or in the aggregate, not material to the business results of operations or financial condition of the CompanyCompany Financial Statements. All reserves established by the Company that are set forth in or reflected in the Balance Sheet are adequate. At the Balance Sheet Date, there were no material loss contingencies (as such term is used in Statement of Financial Accounting Standards No. 5 ("Statement No. 5") issued by the Financial Accounting Standards Board in March 1975) that are not adequately provided for in the Balance Sheet Except as required by Statement No. 5. The GAAP, the Company Financial Statements comply has not, between the last day of its most recently ended fiscal year and the date of this Agreement, made or adopted any material change in all material respects with the American Institute its accounting methods, practices or policies in effect on such last day of Certified Public Accountants' Statement of Position 97-2its most recently ended fiscal year. The Company has not had any material dispute with any of its auditors regarding accounting matters or policiespolicies during any of its past three (3) full fiscal years or during the current fiscal year that is currently outstanding or that resulted (or would reasonably be expected to result) in an adjustment to, or any restatement of, the Company Financial Statements. No current or former independent auditor for the Company has resigned or been dismissed from such capacity as a result of or in connection with any disagreement with the Company on a matter of accounting practices.

Company Financial Statements. (a) The Company has Financial Statements have been delivered or made available to Acquirer as attachments to Schedule 3.8 of the Purchaser. The Company Disclosure Letter Financial Statements and the Subsequent Financial Statements (i) audited consolidated balance sheets have been, or in the case of the Company dated December 31, 2000 and December 31, 2001, (ii) an audited consolidated balance sheet of the Company dated June 30, 2002, (iii) the Company's audited consolidated statements of operations, statements of cash flows and statements of changes in stockholders' equity for the years ended December 31, 2000 and December 31, 2001, and (iv) the Company's audited consolidated statements of operations, statements of cash flows and statements of changes in stockholders' equity for the six-month period ended June 30, 2002 (all such financial statements of the Company and any notes thereto, together with the financial statements of the Company delivered to Acquirer pursuant to Section 9.21, are hereinafter collectively referred to as the "Company Subsequent Financial Statements"). In addition, the Company has delivered to Acquirer as attachments to Schedule 3.8 of the Company Disclosure Letter truewill be, correct and complete copies of all material accounting policies used in preparing the Company Financial Statements. Xxxxx, Xxxxxxxx & Co. is currently auditing the Company's financial statements for the fiscal years ended December 31, 2000 and December 31, 2001. Notwithstanding such audit by Xxxxx, Xxxxxxxx & Co., the Company Financial Statements: (a) are derived prepared from and are in accordance with the books and records of the Company; Company (bwhich books and records are accurate and complete in all material respects), (ii) other than the March 2011 Financial Statements and the Other Financial Statements, have been, or in the case of the Subsequent Financial Statements, will be, prepared in accordance with GAAP, consistently applied (other than with respect to the Interim Company Financial Statements and the Subsequent Financial Statements, adjustments identified in Section 4.6 of the Company Disclosure Letter, which the Purchaser acknowledges have not been, and in the case of the Subsequent Financial Statements will not be, incorporated in the Interim Company Financial Statements and the Subsequent Financial Statements), (iii) in the case of the Other Financial Statements, have been prepared in all material respects using the same accounting principles, policies, methods, practices, procedures, classifications, categories, estimates, judgments and assumptions as were used in preparing the other Company Financial Statements (other than with respect to the Interim Company Financial Statements, adjustments identified in Section 4.6 of the Company Disclosure Letter, which the Purchaser acknowledges have not been incorporated in the Interim Company Financial Statements), and (iv) fairly present present, or in the case of the Subsequent Financial Statements, will fairly present, in all material respects, the financial condition and results of operations and cash flows of the Company at as of the dates therein indicated thereof and the its results of operations for the periods therein specified; then ended, all (cother than the March 2011 Financial Statements and the Other Financial Statements) have been prepared in accordance with GAAP GAAP, consistently applied on a basis consistent ((A) other than with prior periods except for any absence of notes respect to any of the unaudited Interim Company Financial Statements; , adjustments identified in Section 4.6 of the Company Disclosure Letter, which the Purchaser acknowledges have not been, and in the case of the Subsequent Financial Statements will not be, incorporated in the Interim Company Financial Statements, and (dB) are truesubject, correct and complete in all material respects. The Company has no debt, liability, obligation or commitment of any nature, whether accrued, absolute, contingent or otherwise, and whether due or with respect to become due, except for those (a) shown on the Company's unaudited balance sheet as of June 30, 2002 included in the Interim Company Financial Statements (the "Balance Sheet") and (b) that may have been incurred after June 30Statements, 2002 (the "Balance Sheet Date") in the ordinary course of the Company's business consistent with its past practices and that are, individually or in the aggregate, not material to the business results of operations or financial condition of the Company. All reserves established by the Company that are set forth in or reflected in the Balance Sheet are adequate. At the Balance Sheet Date, there were no material loss contingencies (as such term is used in Statement of Financial Accounting Standards No. 5 ("Statement No. 5") issued by the Financial Accounting Standards Board in March 1975) that are not adequately provided for in the Balance Sheet as required by Statement No. 5. The Company Financial Statements comply in all material respects with the American Institute of Certified Public Accountants' Statement of Position 97normal year-2. The Company has not had any dispute with any of its auditors regarding accounting matters or policiesend adjustments).

Company Financial Statements. The Company has delivered to Acquirer Buyer as attachments a ---------------------------- schedule to Schedule 3.8 Part 2.9 of the Company Disclosure Letter (i) audited consolidated Letter, Company's unaudited balance sheets sheet as of the Company dated December May 31, 2000 2001 and December 31, 2001, (ii) an audited consolidated balance sheet of the Company dated June 30, 2002, (iii) the Company's audited consolidated statements unaudited statement of operations, statements of cash flows and statements of changes in stockholders' equity operations for the years twelve month period ended December 31, 2000 and December 31, 2001, and (iv) the Company's audited consolidated statements of operations, statements of cash flows and statements of changes in stockholders' equity for the six-five month period ended June 30May 31, 2002 2001 (all such financial statements of the Company Company, excluding a statement of cash flows and all notes to any notes thereto, together with the of such financial statements of the Company delivered to Acquirer pursuant to Section 9.21statements, are hereinafter collectively referred to as the "Company Financial Statements"). In addition, the Company has delivered to Acquirer as attachments to Schedule 3.8 of the Company Disclosure Letter true, correct and complete copies of all material accounting policies used in preparing the The Company Financial Statements. Xxxxx, Xxxxxxxx & Co. is currently auditing the Company's financial statements for the fiscal years ended December 31, 2000 and December 31, 2001. Notwithstanding such audit by Xxxxx, Xxxxxxxx & Co., the Company Financial Statements: Statements (ai) are derived from based on and are in accordance with conform to the books and records of Stockholder, (ii) have been prepared in accordance with GAAP but do not include such information as may be required to be disclosed under GAAP in a statement of cash flows and in the Company; notes to any of such financial statements and (biii) fairly present represent in all material respects (but do not include any notes thereto) the financial condition of the Company at the dates therein indicated and the results of operations for the periods therein specified; (c) have been prepared in accordance with GAAP applied on a basis consistent with prior periods except for any absence of notes to any of the unaudited Company Financial Statements; and (d) are true, correct and complete in all material respects. The Company has no material debt, liability, liability or obligation or commitment of any nature, whether accrued, absolute, contingent or otherwise, and whether due or to become due, except for those (a) those shown on the Company's unaudited balance sheet as of June 30May 31, 2002 2001 included in the Company Financial Statements (the "Company Balance Sheet") and or those shown on Company's unaudited balance sheet dated as of the Closing Date (the "Closing Balance Sheet"), (b) those that may have been incurred by the Company after June 30May 31, 2002 2001 (the "Company Balance Sheet Date") in the ordinary course of the Company's business consistent with its past practices Company Business, and that are, individually or (c) as set forth in the aggregate, not material to the business results of operations or financial condition Part 2.9 of the CompanyCompany Disclosure Letter, the Company Ancillary Agreements or the Stockholder Ancillary Agreements or as specifically contemplated by the Contribution Agreement and the schedules and exhibits thereto. All reserves established by the Company that are set forth in or reflected in the Company Balance Sheet are adequateestablished in accordance with GAAP. At the Company Balance Sheet Date, there were no material loss contingencies (as such term is used in Statement of Financial Accounting Standards No. 5 ("Statement No. 5") issued by the Financial Accounting Standards Board in March 1975) that which are not adequately provided for in the Company Balance Sheet as required by such Statement No. 55 (material loss contingencies, if any, that Statement No. The 5 requires to be disclosed in notes to the Company Financial Statements comply Balance Sheet, are set forth in all material respects with Part 2.9 of the American Institute Company Disclosure Letter in the absence of Certified Public Accountants' Statement of Position 97-2. The Company has not had any dispute with any of its auditors regarding accounting matters or policiessuch notes).

Company Financial Statements. The Company Seller has delivered previously furnished to Acquirer as attachments to Schedule 3.8 Buyer a true and correct copy of: (a) the audited Statements of Financial Position of the Company Disclosure Letter (i) audited consolidated balance sheets of the Company dated Operating Subsidiary as at December 31, 2000 2010 and December 31, 2001, 2011 (ii) an audited consolidated balance sheet of the Company dated June 30, 2002, “Audited Balance Sheet”); (iiib) the Company's related audited consolidated statements Statements of operationsOperations, statements Statements of cash flows Changes in Member’s Equity and statements Accumulated Other Comprehensive Loss and Statements of changes in stockholders' equity for the years ended December 31, 2000 and December 31, 2001, and (iv) the Company's audited consolidated statements of operations, statements of cash flows and statements of changes in stockholders' equity for the six-month period ended June 30, 2002 (all such financial statements of the Company and any notes thereto, together with the financial statements of the Company delivered to Acquirer pursuant to Section 9.21, are hereinafter collectively referred to as the "Company Financial Statements"). In addition, the Company has delivered to Acquirer as attachments to Schedule 3.8 of the Company Disclosure Letter true, correct and complete copies of all material accounting policies used in preparing the Company Financial Statements. Xxxxx, Xxxxxxxx & Co. is currently auditing the Company's financial statements Cash Flows for the fiscal years ended December 31, 2000 2010 and December 31, 2001. Notwithstanding such audit by Xxxxx, Xxxxxxxx & Co.2011 (together with the Audited Balance Sheet, the “Audited Financial Statements”); and (c) the unaudited Balance Sheet of the Operating Subsidiary as of September 30, 2012 (the “Recent Financial Statements Date”), and the related unaudited Income Statement and Statement of Cash Flows for September 30, 2012 (the “Recent Financial Statements” and, together with the Audited Financial Statements, the “Company Financial Statements: (a) are derived from and are in accordance with the books and records of the Company; (b) fairly present the financial condition of the Company at the dates therein indicated and the results of operations for the periods therein specified; (c) have been prepared in accordance with GAAP applied on a basis consistent with prior periods except for any absence of notes to any of the unaudited Company Financial Statements; and (d) are true, correct and complete in all material respects”). The Company has no debt, liability, obligation or commitment of any nature, whether accrued, absolute, contingent or otherwise, and whether due or to become due, except for those (a) shown on the Company's unaudited balance sheet as of June 30, 2002 sheets included in the Company Financial Statements (including the "Balance Sheet"related notes thereto) present fairly in all material respects the financial position of the Operating Subsidiary as of their respective dates, and (b) that may have been incurred after June 30the related statements of operations, 2002 (the "Balance Sheet Date") changes in members’ equity and cash flows included in the ordinary course Company Financial Statements (including the related notes thereto) present fairly in all material respects the results of operations of the Company's business Operating Subsidiary for the periods then ended, all in conformity with GAAP applied on a consistent with its past practices basis, except as otherwise noted therein or as set forth on Schedule 3.07 and that aresubject, in the case of the Recent Financial Statements, to year-end adjustments, the effect of which will not, individually or in the aggregate, not material to be material, and the business results absence of operations or financial condition notes. All of the CompanyInventory of the Operating Subsidiary is usable and salable in the ordinary course of business consistent with past practices of the Operating Subsidiary, except for obsolete items and items of below-standard quality which have been written down to estimated net realizable value in the Company Financial Statements. All reserves established by accounts receivable of the Company Operating Subsidiary that are set forth in or reflected in the Balance Sheet are adequate. At the Balance Sheet Date, there were no material loss contingencies (as such term is used in Statement of Financial Accounting Standards No. 5 ("Statement No. 5") issued by the Financial Accounting Standards Board in March 1975) that are not adequately provided for in the Balance Sheet as required by Statement No. 5. The Company Financial Statements comply represent current, valid obligations arising from sales actually made and, to Seller’s Knowledge, are collectible in all material respects with the American Institute ordinary course of Certified Public Accountants' Statement business, net of Position 97-2. The any reserves for such accounts receivable shown on the Company has not had any dispute with any of its auditors regarding accounting matters or policiesFinancial Statements.

Company Financial Statements. The Company has delivered to Acquirer Excite@Home ---------------------------- as attachments a schedule to Schedule 3.8 Part 2.9 of the Company Disclosure Letter (i) Letter, the corporate predecessor of Company's audited consolidated balance sheets as of the Company dated December 31, 2000 1996, 1997 and December 31, 2001, (ii) an audited consolidated balance sheet 1998 and the corporate predecessor of the Company dated June 30, 2002, (iii) the Company's audited consolidated statements of operationsincome, statements of cash flows and statements of changes in stockholders' equity for the years ended December 31, 2000 1996, 1997 and December 1998 and the corporate predecessor of Company's unaudited consolidated balance sheet as of July 31, 2001, 1999 and (iv) the corporate predecessor of Company's audited unaudited consolidated statements of operations, statements of cash flows and statements of changes in stockholders' equity income for the six-seven month period ended June 30July 31, 2002 1999 (all such financial statements of the corporate predecessor of Company and any notes thereto, together with the financial statements of the Company delivered to Acquirer pursuant to Section 9.21, thereto are hereinafter collectively referred to as the "Company Financial Statements"). In addition, the Company has delivered to Acquirer as attachments to Schedule 3.8 of the Company Disclosure Letter true, correct and complete copies of all material accounting policies used in preparing the The Company Financial Statements. Xxxxx, Xxxxxxxx & Co. is currently auditing the Company's financial statements for the fiscal years ended December 31, 2000 and December 31, 2001. Notwithstanding such audit by Xxxxx, Xxxxxxxx & Co., the Company Financial Statements: Statements (a) are derived from and are in accordance with the books and records of the Company; corporate predecessor of Company and its Subsidiaries, (b) fairly present the financial condition of the corporate predecessor of Company at the dates therein indicated and the results of operations for the periods therein specified; specified and (c) have been prepared in accordance with GAAP applied on a basis consistent with prior periods except for any absence of notes to any thereto. Except as set forth in Part 2.9 of the unaudited Company Financial Statements; and (d) are trueLetter, correct and complete in all material respects. The Company has no debt, liability, liability or obligation or commitment of any nature, whether accrued, absolute, contingent or otherwise, and whether due or to become due, except for (i) those (a) shown on the corporate predecessor of Company's unaudited audited balance sheet as of June 30December 31, 2002 1998 included in the Company Financial Statements (the "Balance Sheet") ), and (bii) those that may have been incurred after June 30December 31, 2002 1998 (the "Balance Sheet Date") in the ordinary course of business of Company or of the corporate predecessor of Company's business , consistent with its past practices practices, and that areare not material in amount, either individually or collectively, and (iii) those that are not required to be set forth in the aggregate, not material to the business results of operations or financial condition of the CompanyBalance Sheet under GAAP. All reserves established by the corporate predecessor of Company that are set forth in or reflected in the Balance Sheet are adequateestablished in accordance with GAAP. At the Balance Sheet Date, there were no material loss contingencies (as such term is used in Statement of Financial Accounting Standards No. 5 ("Statement No. 5") issued by the Financial Accounting Standards Board in March 1975) that which are not adequately provided for in the Balance Sheet as required by such Statement No. 5. The Company Financial Statements comply in all material respects with the American Institute of Certified Public Accountants' Statement of Position 97-2. The Company has not had any dispute with any of its auditors regarding accounting matters or policies.

Company Financial Statements. The Company has delivered to Acquirer Parent as attachments an ---------------------------- attachment to Schedule 3.8 of the Company Disclosure Letter (i) an audited consolidated balance sheets sheet of the Company dated as of December 31, 2000 1999 and December 31, 2001, (ii) an audited consolidated unaudited balance sheet of the Company dated June as of September 30, 2002, (iii) the 2000 and Company's audited consolidated statements statement of operations, statements statement of cash flows and statements statement of changes in stockholdersshareholders' equity for the years year ended December 31, 2000 1999 and December 31, 2001, and (iv) the Company's audited consolidated statements unaudited statement of operations, statements statement of cash flows and statements statement of changes in stockholdersshareholders' equity for the six-nine month period ended June September 30, 2002 2000 (all such financial statements of the Company and any notes thereto, together with the financial statements of the Company delivered to Acquirer pursuant to Section 9.21, thereto are hereinafter collectively referred to as the "Company Financial Statements"). In addition, the Company has delivered to Acquirer as attachments to Schedule 3.8 of the Company Disclosure Letter true, correct and complete copies of all material accounting policies used in preparing the Company Financial Statements. Xxxxx, Xxxxxxxx & Co. is currently auditing the Company's financial statements for the fiscal years ended December 31, 2000 and December 31, 2001. Notwithstanding such audit by Xxxxx, Xxxxxxxx & Co., the The Company Financial Statements: (a) are derived from and are in accordance with the books and records of the Company; (b) fairly present the financial condition of the Company at the dates therein indicated and the results of operations for the periods therein specified; and (c) have been prepared in accordance with GAAP applied on a basis consistent with prior periods except for any absence of notes to any thereto. The unaudited balance sheet of the unaudited Company as of September 30, 2000 (the "Balance Sheet Date") included in the Company Financial Statements; and (d) are true, correct and complete in all material respects. Statements is hereinafter referred to as the "Balance Sheet." The Company has no debt, liability, liability or obligation or commitment of any nature, whether accrued, absolute, contingent or otherwise, and whether due or to become due, except for those (a) shown on the Company's unaudited balance sheet as of June 30, 2002 included which is required to be set forth in the Company Financial Statements under GAAP except for those (i) disclosed in the "Balance Sheet") and Company Financial Statements, (bii) that may have been incurred after June 30, 2002 (the "Balance Sheet Date") Date in the ordinary course of the Company's business consistent with its past practices practices, and that (iii) which are, individually or in the aggregate, not material to the business business, results of operations or financial condition of the Company. All reserves established by the Company that are set forth in or reflected in the Balance Sheet are adequate. At the Balance Sheet Date, there were no material loss contingencies (as such term is used in Statement of Financial Accounting Standards No. 5 ("Statement No. 5") issued by the Financial Accounting Standards Board in March 1975) that which are not adequately provided for in the Balance Sheet as required by said Statement No. 5. The Company Financial Statements comply in all material respects with the American Institute of Certified Public Accountants' Statement of Position 97-2. The Company has not had any dispute with any of its auditors regarding accounting matters or policies.

Company Financial Statements. The (a) Company has delivered to Acquirer as attachments to Schedule 3.8 of the Company Disclosure Letter (i) its audited consolidated balance sheets as of the Company dated December 31, 2000 2004, December 31, 2003 and December 31, 2001, (ii) an 2002 and its audited consolidated balance sheet of the Company dated June 30, 2002, (iii) the Company's audited consolidated income statements of operations, and statements of cash flows and statements of changes in stockholders' equity for the years ended December then ended, and its unaudited balance sheet (the “Balance Sheet”) as of October 31, 2000 2005 (the “Balance Sheet Date”), its unaudited income statement and December 31, 2001, and (iv) the Company's audited consolidated statements of operations, statements statement of cash flows and statements of changes in stockholders' equity for the six-nine (9) month period then ended, the month then ended June 30and the quarter ended October 31, 2002 (all such financial statements 2005, an unaudited detailed reconciliation by general ledger account for the Balance Sheet as of the Company Balance Sheet Date, and any notes thereto, together with the financial statements an unaudited working capital schedule by general ledger account as of the Company delivered to Acquirer pursuant to Section 9.21Balance Sheet Date (collectively, are hereinafter collectively referred to as the "Company “Financial Statements"”). In addition, the Company has delivered to Acquirer as attachments to Schedule 3.8 of the Company Disclosure Letter true, correct and complete copies of all material accounting policies used in preparing the Company The Financial Statements. Xxxxx, Xxxxxxxx & Co. is currently auditing the Company's financial statements for the fiscal years ended December 31, 2000 and December 31, 2001. Notwithstanding such audit by Xxxxx, Xxxxxxxx & Co., the Company Financial Statements: Statements (a) are derived from and are in accordance with the books and records of the Company; , (b) fairly present the financial condition complied as to form in all material respects with applicable accounting requirements with respect thereto as of the Company at the dates therein indicated and the results of operations for the periods therein specified; their respective dates, (c) have been prepared in accordance with GAAP applied on a basis consistent with prior periods except except, with respect to unaudited Financial Statements, for any absence of notes thereto and subject to any normal year-end audit adjustments, (d) fairly and accurately present the financial condition of Company at the unaudited Company Financial Statementsrespective dates specified therein and the results of operations and cash flows for the respective periods specified therein in conformity with GAAP applied on a consistent basis; and (de) are true, complete and correct and complete in all material respects. The Company has no debt, liability, obligation or commitment of any nature, whether accrued, absolute, contingent or otherwise, and whether due or to become dueLiability, except for those (a) shown on the Company's unaudited balance sheet as of June 30, 2002 included those set forth in the Company Financial Statements (the "Balance Sheet") and Statements, (b) that may have been those which are of a nature not required by GAAP to be reflected on the Financial Statements, (c) those disclosed in Schedule 3.7(a) of the Company Disclosure Letter, and (d) those incurred after June 30, 2002 (the "Balance Sheet Date") in the ordinary course of the Company's business ’s business, consistent with its past practices and practice, that are, are not material in amount either individually or collectively and which do not result from any breach of contract, tort or violation of law. Except for Liabilities reflected in the aggregateFinancial Statements, not material Company has no off balance sheet Liability of any nature (matured or unmatured, fixed or contingent) to, or any financial interest in, any third party or entities, the purpose or effect of which is to defer, postpone, reduce or otherwise avoid or adjust the business results recording of operations or financial condition of the debt expenses incurred by Company. All reserves established by the Company that are set forth in or reflected in on the Balance Sheet are adequate. At the Balance Sheet Date, there were no material loss contingencies (as such term is used have been established in Statement of Financial Accounting Standards No. 5 ("Statement No. 5") issued by the Financial Accounting Standards Board in March 1975) that are not adequately provided for in the Balance Sheet as required by Statement No. 5. The Company Financial Statements comply in all material respects accordance with the American Institute of Certified Public Accountants' Statement of Position 97-2. The Company has not had any dispute with any of its auditors regarding accounting matters or policiesGAAP.

Company Financial Statements. The Company has delivered to Acquirer as attachments to Schedule 3.8 (c) Section 2.8(a) of the Company Disclosure Letter Schedule sets forth (i) audited the audited, consolidated balance sheets of the Company dated and its Subsidiaries as at December 31, 2000 2010 and December 31, 20012011, and the related audited, consolidated statements of income, cash flows and stockholders’ equity for the fiscal years then ended (the “Audited Financials”) and (ii) an audited the unaudited, consolidated balance sheet of the Company dated June 30, 2002, (iii) the Company's audited consolidated statements of operations, statements of cash flows and statements of changes in stockholders' equity for the years ended December 31, 2000 and December 31, 2001, and (iv) the Company's audited consolidated statements of operations, statements of cash flows and statements of changes in stockholders' equity for the six-month period ended June 30, 2002 (all such financial statements sheets of the Company and any notes theretoits Subsidiaries as of December 31, 2012 and July 31, 2013 (the “Balance Sheet Date”), and the related unaudited, consolidated statements of income and cash flows for the fiscal year and the eight-month period then ended, respectively (collectively, the “Unaudited Financials” and, together with the financial statements of Audited Financials, the Company delivered to Acquirer pursuant to Section 9.21, are hereinafter collectively referred to as the "Company “Financial Statements"”). In additionThe Financial Statements are, and the Company has Closing Balance Sheet when delivered to Acquirer as attachments to Schedule 3.8 of the Company Disclosure Letter truewill be, true and correct and complete copies of in all material accounting policies used in preparing the Company respects. The Financial Statements. Xxxxx, Xxxxxxxx & Co. is currently auditing the Company's financial statements for the fiscal years ended December 31, 2000 and December 31, 2001. Notwithstanding such audit by Xxxxx, Xxxxxxxx & Co., the Company Financial Statements: (a) are derived from and are in accordance with the books and records of the Company; (b) fairly present the financial condition of the Company at the dates therein indicated and the results of operations for the periods therein specified; (c) Statements have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated and are consistent with prior periods each other (except for any absence of notes to any that the Unaudited Financials will not contain footnotes and other presentation items that may be required by GAAP). The Closing Balance Sheet when delivered shall reflect the reasonable best efforts of the unaudited Company Financial Statements; to prepare consolidated comparative financial statements of the Company for the periods presented therein in a manner consistent with the accounting principles, policies and (d) are true, correct and complete procedures used in all material respectsthe preparation of the Unaudited Financials. The Company has no debt, liability, obligation or commitment of any nature, whether accrued, absolute, contingent or otherwiseUnaudited Financials present, and whether due the Closing Balance Sheet when delivered will present, fairly the consolidated financial condition, operating results and cash flows as of the dates and during the periods indicated therein of the Company and its consolidated Subsidiaries, subject in the case of the Unaudited Financials and the Closing Balance Sheet, to normal year-end adjustments, which are not material in amount or to become due, except for those (a) shown on significance in any individual case or in the aggregate. The Company's ’s unaudited consolidated balance sheet as of June 30, 2002 included in the Company Financial Statements (Balance Sheet Date is referred to hereinafter as the "“Current Balance Sheet") and (b) that may have been incurred after June 30, 2002 (the "Balance Sheet Date") in the ordinary course of the Company's business consistent with its past practices and that are, individually or in the aggregate, not material to the business results of operations or financial condition of the Company. .” All reserves established by the Company that are set forth in or reflected in the Current Balance Sheet are adequatehave been, and all reserves that will be set forth in or reflected in the Closing Balance Sheet will be, established in accordance with GAAP consistently applied. At the Balance Sheet Date, there were were, and at the time of the Closing Balance Sheet Date, there will be, no material loss contingencies (as such term is used in Statement of Financial Accounting Standards No. 5 ("“Statement No. 5"”) issued by the Financial Accounting Standards Board in March 1975) that are not adequately provided for in the Current Balance Sheet and the Closing Balance Sheet, respectively, as required by Statement No. 5. The Company Financial Statements comply Unaudited Financials comply, and the Closing Balance Sheet when delivered will comply, in all material respects with the requirements of the American Institute of Certified Public Accountants' ’ Statement of Position 97-2. The Company has not had any dispute with any of its auditors regarding accounting matters or policiespolicies during any of its past three full fiscal years or during the current fiscal year-to-date. The books and records of the Company and each of its Subsidiaries have been, and are being maintained in all material respects in accordance with applicable legal and accounting requirements and the Unaudited Financials and the Closing Balance Sheet has been, or when delivered will be, prepared from and in accordance with such books and records.

Company Financial Statements. (a) The Company has delivered furnished to Acquirer as attachments to Schedule 3.8 Parent correct and complete copies of (i) unaudited financial statements of the Company Disclosure Letter (i) audited consolidated balance sheets consisting of the Company dated December 31, 2000 and December 31, 2001, (ii) an audited consolidated a balance sheet of the Company dated June 30as of December 31, 2002, (iii) 2003 and the Company's audited consolidated statements related statement of operations, statements of cash flows and statements statement of changes in stockholders' equity for the years ended December 31, 2000 ’ deficiency and December 31, 2001, and (iv) the Company's audited consolidated statements of operations, statements statement of cash flows and statements of changes in stockholders' equity for the six12-month period then ended June 30and unaudited accompanying footnotes (collectively, 2002 the “2003 Unaudited Financials”), (all such ii) audited financial statements of the Company and any notes thereto, together with the financial statements consisting of a balance sheet of the Company delivered to Acquirer pursuant to Section 9.21as of December 31, are hereinafter collectively referred to 2002 and the related statement of operations, statement of changes in stockholders’ deficiency and statement of cash flows for the 12-month period then ended and (iii) an unaudited balance sheet of the Company as of August 31, 2004 and the "Company related statement of operations, statement of changes in stockholders’ deficiency and statement of cash flows for the eight-month period then ended (collectively, the “Financial Statements"”). In addition, the Company has delivered to Acquirer copies of which are attached as attachments to Schedule 3.8 Section 2.8 of the Company Disclosure Letter true, correct and complete copies of all material accounting policies used in preparing the Company Schedule. All such Financial Statements. Xxxxx, Xxxxxxxx & Co. is currently auditing the Company's financial statements for the fiscal years ended December 31, 2000 and December 31, 2001. Notwithstanding such audit by Xxxxx, Xxxxxxxx & Co., the Company Financial Statements: (a) are derived Statements have been prepared from and are in accordance with the books and records of Company in accordance with GAAP consistently applied (except that such unaudited financial statements (except for the Company; (b2003 Unaudited Financials) do not contain all of the required footnotes and except as noted in the opinions of KPMG rendered in April 2003), and present fairly present the financial condition position and assets and liabilities (as defined by GAAP) of the Company at as of the dates therein indicated thereof, and the results of its operations for the respective periods therein specified; (c) have been prepared then ended. The unaudited balance sheet of Company as of August 31, 2004 that is included in the Financial Statements is referred to herein as the “Current Balance Sheet.” The Company maintains a standard system of accounting established and administered in accordance with GAAP applied GAAP. The Company maintains disclosure controls and procedures that are effective to ensure that all material information concerning the Company is made known on a timely basis consistent with prior periods except to the individuals responsible for any absence of notes to any the preparation of the unaudited Company Financial Statements; and (d) are true, correct and complete in all material respectsCompany’s financial statements. The Company has no debtsecuritization transactions or “offbalance sheet arrangements” (as defined in Item 303(c) of the Regulation S-K under the Exchange Act). The Company’s auditor, liabilitysince the date of enactment of the Xxxxxxxx-Xxxxx Act, obligation or commitment has at all times since such date been “independent” with respect to the Company within the meaning of any nature, whether accrued, absolute, contingent or otherwise, and whether due or to become due, except for those (a) shown on Regulation S-X under the Exchange Act. Section 2.8 of the Company Disclosure Schedule summarizes all non-audit services performed by the Company's unaudited balance sheet as of June 30, 2002 included in ’s auditor for the Company Financial Statements (the "Balance Sheet") and (b) that may have been incurred after June 30since January 1, 2002 (the "Balance Sheet Date") in the ordinary course of the Company's business consistent with its past practices and that are, individually or in the aggregate, not material to the business results of operations or financial condition of the Company. All reserves established by the Company that are set forth in or reflected in the Balance Sheet are adequate. At the Balance Sheet Date, there were no material loss contingencies (as such term is used in Statement of Financial Accounting Standards No. 5 ("Statement No. 5") issued by the Financial Accounting Standards Board in March 1975) that are not adequately provided for in the Balance Sheet as required by Statement No. 5. The Company Financial Statements comply in all material respects with the American Institute of Certified Public Accountants' Statement of Position 97-2. The Company has not had any dispute with any of its auditors regarding accounting matters or policies2002.

Company Financial Statements. The Company has delivered to Acquirer as attachments to Schedule 3.8 Section 1.8 of the Company Disclosure Letter Schedule sets forth the Company’s (i) audited consolidated balance sheets and statements of income, changes in shareholders’ equity and cash flows of the Company dated as of and for each of the two fiscal years ended on December 31, 2000 2010 (the “Balance Sheet Date”), including the directors’ report and December 31, 2001, notes thereto (ii) an audited consolidated balance sheet such financial statements as of the Company dated June 30, 2002, (iii) the Company's audited consolidated statements of operations, statements of cash flows and statements of changes in stockholders' equity for the years year ended December 31, 2000 and December 312010, 2001, the “Audited Financial Statements”); and (ivii) the Company's audited consolidated statements of operations, statements of cash flows unaudited balance sheet and statements of income, changes in stockholders' shareholders’ equity and cash flows as of and for the six-month period two months ended June 30as of February 28, 2002 2011 (all such the “Unaudited Financial Statements”). Such financial statements (collectively, the “Financial Statements”) fairly present the financial condition, results of operations and cash flows of the Company and any notes thereto, together with the financial statements as of the Company delivered to Acquirer pursuant to Section 9.21, are hereinafter collectively respective dates thereof and for the periods referred to as the "Company Financial Statements"). In addition, the Company has delivered to Acquirer as attachments to Schedule 3.8 of the Company Disclosure Letter true, correct and complete copies of all material accounting policies used in preparing the Company Financial Statements. Xxxxx, Xxxxxxxx & Co. is currently auditing the Company's financial statements for the fiscal years ended December 31, 2000 and December 31, 2001. Notwithstanding such audit by Xxxxx, Xxxxxxxx & Co., the Company Financial Statements: (a) are derived from therein and are in accordance consistent with the books and records of the Company; (b) fairly present the financial condition of the Company at the dates therein indicated and the results of operations for the periods therein specified; (c) in all material respects. The Financial Statements have been prepared in accordance with GAAP IFRS applied on a consistent basis consistent with prior throughout the periods covered thereby (except for any absence of notes to any that the Unaudited Financial Statements do not contain footnotes and other presentation items that may be required by IFRS). The Financial Statements present fairly the financial condition, operating results and cash flows as of the unaudited Company Financial Statements; dates and (d) are true, correct and complete in all material respects. The Company has no debt, liability, obligation or commitment of any nature, whether accrued, absolute, contingent or otherwise, and whether due or to become due, except for those (a) shown on during the Company's unaudited balance sheet as of June 30, 2002 included in the Company Financial Statements (the "Balance Sheet") and (b) that may have been incurred after June 30, 2002 (the "Balance Sheet Date") in the ordinary course periods indicated therein of the Company's business consistent with its past practices and that are, individually subject in the case of the Unaudited Financial Statements to normal year-end adjustments, which are not material in amount or significance in any individual case or in the aggregate, not material . The Company’s unaudited balance sheet contained in the Unaudited Financial Statements is referred to hereinafter as the business results of operations or financial condition “Current Balance Sheet.” At the date of the Company. All reserves established by the Company that are set forth in or reflected in the Current Balance Sheet are adequate. At the Balance Sheet DateSheet, there were no material loss contingencies (as such term is used in Statement of Financial Accounting Standards No. 5 ("“Statement No. 5"”) issued by the Financial Accounting Standards Board in March 1975) that are were not adequately provided for in the Current Balance Sheet Sheet, as required by Statement No. 5. The Company Financial Statements comply in all material respects with the American Institute of Certified Public Accountants' Statement of Position 97-2. The Company has not had any dispute with any of its auditors regarding accounting matters or policiespolicies during any of its past three full fiscal years or during the current fiscal year-to-date. The books and records of the Company have been and are being maintained in all material respects in accordance with applicable Legal Requirements.

Company Financial Statements. The Company has delivered to Acquirer as attachments to Schedule 3.8 (a) Section 3.7 of the Company Disclosure Letter Schedule sets forth the Company’s (i) audited consolidated balance sheets and statements of income, changes in shareholders’ equity and cash flows of the Company dated December 31, 2000 as of and December 31, 2001, (ii) an audited consolidated balance sheet for each of the Company dated June 30, 2002, (iii) the Company's audited consolidated statements of operations, statements of cash flows and statements of changes in stockholders' equity for the years ended December 31, 2000 and December 31, 2001, and (iv) the Company's audited consolidated statements of operations, statements of cash flows and statements of changes in stockholders' equity for the six-month period ended June 30, 2002 (all such financial statements of the Company and any notes thereto, together with the financial statements of the Company delivered to Acquirer pursuant to Section 9.21, are hereinafter collectively referred to as the "Company Financial Statements"). In addition, the Company has delivered to Acquirer as attachments to Schedule 3.8 of the Company Disclosure Letter true, correct and complete copies of all material accounting policies used in preparing the Company Financial Statements. Xxxxx, Xxxxxxxx & Co. is currently auditing the Company's financial statements for the fiscal years ended December 31, 2000 2004 and December 31, 20012005, including the notes thereto, together with the reports of KPMG, LLP (the “Audited Financial Statements”); and (ii) unaudited consolidated balance sheet and statements of income, changes in shareholders’ equity and cash flows as of and for the twelve months ended December 31, 2006 (the “Balance Sheet Date”) (the “Unaudited Financial Statements”). Notwithstanding such audit by Xxxxx, Xxxxxxxx & Co.Such financial statements (collectively, the Company “Financial Statements: (a”) are derived from fairly present the financial condition, results of operations and cash flows of the Company as of the respective dates thereof and for the periods referred to therein and are in accordance consistent with the books and records of the Company; (b) fairly present the financial condition of the Company at the dates therein indicated and the results of operations for the periods therein specified; (c) in all material respects. The Financial Statements have been prepared in accordance with UK GAAP applied on a consistent basis throughout the periods covered thereby, and are consistent with prior periods each other (except for any absence of notes to any that the Unaudited Financial Statements do not contain footnotes and other presentation items that may be required by UK GAAP). The Financial Statements present fairly the consolidated financial condition, operating results and cash flows as of the unaudited dates and during the periods indicated therein of the Company and its consolidated Subsidiaries, subject in the case of the Unaudited Financial Statements; and (d) Statements to normal year-end adjustments, which are true, correct and complete not material in all material respectsamount or significance in any individual case or in the aggregate. The Company has no debt, liability, obligation or commitment of any nature, whether accrued, absolute, contingent or otherwise, and whether due or to become due, except for those (a) shown on the Company's ’s unaudited consolidated balance sheet as of June 30, 2002 included in the Company Financial Statements (Balance Sheet Date is referred to hereinafter as the "“Current Balance Sheet") and (b) that may have been incurred after June 30, 2002 (the "Balance Sheet Date") in the ordinary course of the Company's business consistent with its past practices and that are, individually or in the aggregate, not material to the business results of operations or financial condition of the Company. .” All reserves established by the Company that are set forth in or reflected in the Current Balance Sheet are adequatehave been established in accordance with UK GAAP consistently applied. At the Balance Sheet Date, there were no material loss contingencies (as such term is used in Statement of Financial Accounting Standards No. 5 ("“Statement No. 5"”) issued by the Financial Accounting Standards Board in March 1975) that are not adequately provided for in the Current Balance Sheet Sheet, as required by Statement No. 5. The Company Financial Statements comply in all material respects with the American Institute of Certified Public Accountants' Statement of Position 97-2. The Company has not had any dispute with any of its auditors regarding accounting matters or policiespolicies during any of its past three full fiscal years or during the current fiscal year-to-date. The books and records of the Company and each of its Subsidiaries have been and are being maintained in all material respects in accordance with applicable legal and accounting requirements and the Financial Statements have been prepared from and in accordance with such books and records.

Company Financial Statements. The Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Company has delivered to Acquirer as attachments to Schedule 3.8 SEC Reports and each of the Company Disclosure Letter Most Recent Financial Statements (the “Company Financial Statements”): (i) audited consolidated balance sheets was prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) as in effect on the Company dated December 31date of such statements or such other date as may be reflected in such statements, 2000 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 under the Exchange Act); and December 31, 2001, (ii) an audited fairly presented, in all material respects, the consolidated balance sheet financial position of Company and the Company dated June 30, 2002, (iii) Subsidiaries as at the Company's audited respective dates thereof and the consolidated statements results of operations, statements of its operations and cash flows and statements of changes in stockholders' equity for the years ended December 31periods indicated, 2000 and December 31, 2001, and (iv) the Company's audited consolidated statements of operations, statements of cash flows and statements of changes in stockholders' equity for the six-month period ended June 30, 2002 (all such financial statements of the Company and any notes thereto, together with the financial statements of the Company delivered to Acquirer pursuant to Section 9.21, are hereinafter collectively referred to as the "Company Financial Statements"). In addition, the Company has delivered to Acquirer as attachments to Schedule 3.8 of the Company Disclosure Letter true, correct and complete copies of all material accounting policies used in preparing the Company Financial Statements. Xxxxx, Xxxxxxxx & Co. is currently auditing the Company's financial statements for the fiscal years ended December 31, 2000 and December 31, 2001. Notwithstanding such audit by Xxxxx, Xxxxxxxx & Co., the Company Financial Statements: (a) are derived from and are in accordance consistent with the books and records of the Company; (b) fairly present the financial condition of Company and the Company at Subsidiaries, except that the dates therein indicated unaudited interim financial statements omit footnotes and were or are subject to normal and recurring year-end adjustments which were not, or are not expected to be, material in amount. The consolidated financial statements for Company and the results Company Subsidiaries as of operations and for the periods therein specified; (c) have been prepared in accordance with GAAP applied on a basis consistent with year ended December 31, 2010, provided to Parent prior periods except for any absence of notes to any of the unaudited date hereof, are herein referred to as the “Company Most Recent Financial Statements; ” and (d) are truethe balance sheet of Company as of December 31, correct and complete in all material respects2010 is herein referred to as the “Company Balance Sheet”. The Company has no debt, liability, obligation or commitment No financial statements of any nature, whether accrued, absolute, contingent or otherwise, Person other than Company and whether due or the Company Subsidiaries actually included therein are required by GAAP to become due, except for those (a) shown on the Company's unaudited balance sheet as of June 30, 2002 be included in the Company Financial Statements (the "Balance Sheet") and (b) that may have been incurred after June 30, 2002 (the "Balance Sheet Date") in the ordinary course of the Company's business consistent with its past practices and that are, individually or in the aggregate, not material to the business results of operations or financial condition of the CompanyStatements. All reserves established by the Company that are set forth in or reflected in the Balance Sheet are adequate. At the Balance Sheet Date, there were no material loss contingencies (as such term is used in Statement of Financial Accounting Standards No. 5 ("Statement No. 5") issued by the Financial Accounting Standards Board in March 1975) that are not adequately provided for in the Balance Sheet Except as required by Statement NoGAAP, Company has not, between the last day of its most recently ended fiscal year and the date of this Agreement, made or adopted any material change in its accounting methods, practices or policies in effect on such last day of its most recently ended fiscal year. 5. The Company Financial Statements comply in all material respects with the American Institute of Certified Public Accountants' Statement of Position 97-2. The Company has not had any material dispute with any of its auditors regarding accounting matters or policiespolicies during any of its past three (3) full fiscal years or during the current fiscal year that is currently outstanding or that resulted in an adjustment to, or any restatement of, the Company Financial Statements. Without limiting the generality of the foregoing, Deloitte & Touche LLP has not resigned nor been dismissed as independent public accountant of Company as a result of or in connection with any disagreement with Company on a matter of accounting practices which impacts or would require the restatement of any previously issued financial statements, covering one or more years or interim periods for which Company is required to provide financial statements, such that they should no longer be relied on.

Company Financial Statements. The Company has delivered to Acquirer Parent as attachments ---------------------------- an attachment to Schedule 3.8 of to the Company Disclosure Letter (i) audited an unaudited ------------ consolidated balance sheets sheet of the Company dated December 31, 2000 1999 and December 31, 2001, (ii) an audited unaudited consolidated balance sheet of the Company dated June September 30, 2002, (iii) 2000 and the Company's audited unaudited consolidated statements of operations, statements of cash flows and statements of changes in stockholdersshareholders' equity for the years year ended December 31, 2000 1999 and December 31, 2001, and (iv) the Company's audited unaudited consolidated statements of operations, statements of cash flows and statements of changes in stockholdersshareholders' equity for the six-nine month period ended June September 30, 2002 2000 (all such financial statements of the Company and any notes thereto, together with the financial statements of the Company delivered to Acquirer pursuant to Section 9.21, thereto are hereinafter collectively referred to as the "Company Financial Statements"). In addition, the Company has delivered to Acquirer as attachments to Schedule 3.8 of the Company Disclosure Letter true, correct and complete copies of all material accounting policies used in preparing the Company Financial Statements. Xxxxx, Xxxxxxxx & Co. is currently auditing the Company's financial statements for the fiscal years ended December 31, 2000 and December 31, 2001. Notwithstanding such audit by Xxxxx, Xxxxxxxx & Co., the The Company Financial Statements: (a) are derived from and are in accordance with the books and records of the Company; , (b) fairly present the financial condition of the Company at the dates therein indicated and the results of operations for the periods therein specified; , and (c) have been prepared in accordance with GAAP United States generally accepted accounting principles ("GAAP") applied on a basis consistent with prior periods except for any absence of notes to any of the unaudited Company Financial Statements; and (d) are true, correct and complete in all material respects. The Company has no debt, liability, liability or obligation or commitment of any nature, whether accrued, absolute, contingent or otherwise, and whether due or to become due, except for those (a) shown on the Company's unaudited balance sheet as of June September 30, 2002 2000 included in the Company Financial Statements (the "Balance Sheet") and ), (b) that may have been incurred after June September 30, 2002 2000 (the "Balance Sheet Date") in the ordinary course of the Company's business consistent with its past practices practices, and (c) that areare not material in amount, either individually or collectively, and are not required to be set forth in the aggregate, not material to the business results of operations or financial condition of the CompanyBalance Sheet under GAAP. All reserves established by the Company that are set forth in or reflected in the Balance Sheet are adequate. At the Balance Sheet Date, there were no material loss contingencies (as such term is used in Statement of Financial Accounting Standards No. 5 ("Statement No. 5") issued by the Financial Accounting Standards Board in March 1975) that are not adequately provided for in the Balance Sheet as required by Statement No. 5. The Company Financial Statements comply in all material respects with the American Institute of Certified Public Accountants' Statement of Position 97-2. The Company has not had any dispute with any of its auditors regarding accounting matters or policies.

Company Financial Statements. The Company has delivered Prior to Acquirer as attachments to Schedule 3.8 of the Closing, the Company Disclosure Letter (i) audited consolidated shall deliver to Parent as part of Schedule 2.5 the Company's balance sheets as of the Company dated December 31, 2000 1997 and December 31, 2001, (ii) an 1998 and the related audited consolidated balance sheet of the Company dated June 30, 2002, (iii) the Company's audited consolidated statements of operations, statements income and retained earnings as of cash flows and statements of changes in stockholders' equity for the years twelve-month periods ended December 31, 2000 1997 and December 31, 2001, and (iv) the Company's audited consolidated statements of operations, statements of cash flows and statements of changes in stockholders' equity for the six-month period ended June 30, 2002 1998 (all such financial statements of the Company and any notes thereto, together with the financial statements of the Company delivered to Acquirer pursuant to Section 9.21, are hereinafter collectively referred to herein as the "Company Financial StatementsAudited Financials"). In addition, the Company has delivered to Acquirer as attachments to Schedule 3.8 of the Company Disclosure Letter true, The Audited Financials are true and correct and complete copies of in all material accounting policies used in preparing the Company Financial Statements. Xxxxx, Xxxxxxxx & Co. is currently auditing the Company's financial statements for the fiscal years ended December 31, 2000 respects and December 31, 2001. Notwithstanding such audit by Xxxxx, Xxxxxxxx & Co., the Company Financial Statements: (a) are derived from and are in accordance with the books and records of the Company; (b) fairly present the financial condition of the Company at the dates therein indicated and the results of operations for the periods therein specified; (c) will have been prepared in accordance with GAAP generally accepted accounting principles ("GAAP") applied on a basis consistent throughout the periods indicated and consistent with prior periods except for any absence each other. Upon the signing of notes to any of the unaudited Company Financial Statements; and (d) are truethis Agreement, correct and complete in all material respects. The Company has no debt, liability, obligation or commitment of any nature, whether accrued, absolute, contingent or otherwise, and whether due or to become due, except for those (a) shown on Schedule 2.5 shall set forth the Company's unaudited balance sheet as of June 30, 2002 included in ("the Company Financial Statements (the "Balance Sheet") and (b) that may have been incurred after June 30related unaudited statements of income and retained earnings as of and for the two-month period ended February 28, 2002 1999 (the "Balance Sheet Date") in (such financial statements are collectively referred to herein as the ordinary course "Stub Period Financials"). The Stub Period Financials are true and correct and have been prepared on the same basis as the Audited Financials and include all recurring adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of the financial position and results of the operations for the Company for the interim period presented. (The Audited Financials and the Stub Period Financials are collectively referred to herein as the "Company Financials"). The Company Financials present accurately and fairly the financial condition and operating results of the Company as of the dates and during the periods indicated therein. At least five days before the Closing, the Company will deliver to Parent the Company's business consistent with its past practices preliminary balance sheet and that arerelated unaudited statements of income and retained earnings as of and for the three-month period ended March 31, individually or in 1999 and all such financial statements are collectively referred to herein as the aggregate, not material to the business results of operations or financial condition of the Company. All reserves established by the Company that are set forth in or reflected in the Balance Sheet are adequate. At the Balance Sheet Date, there were no material loss contingencies (as such term is used in Statement of Financial Accounting Standards No. 5 ("Statement No. 5") issued by the Financial Accounting Standards Board in March 1975) that are not adequately provided for in the Balance Sheet as required by Statement No. 5. Financials." The Company Financial Statements comply March Financials will be true and correct in all material respects with and will be prepared on the American Institute same basis as the Audited Financials and will include all recurring adjustments (consisting only of Certified Public Accountants' Statement normal recurring adjustments) necessary for the fair presentation of Position 97-2. The Company has not had any dispute with any the financial position and results of its auditors regarding accounting matters or policiesoperation for the interim period presented.

Company Financial Statements. The Company has delivered to Acquirer (a) Attached as attachments to Schedule 3.8 Section 2.11 of the Company Disclosure Letter Schedule are (i) the Company’s audited consolidated balance sheets as of the Company dated December 31, 2000 2019, December 31, 2018 and December 31, 20012017, and the related respective audited statements of operations, cash flow and stockholders’ equity for the fiscal years then ended, (ii) an audited the Company’s unaudited consolidated balance sheet as of the Company dated June 30, 20022020 and the related unaudited consolidated statements of operations, cash flow and stockholders’ equity for the six (6) months then ended and for the corresponding six (6) month period during the fiscal year ended December 31, 2019 and (iii) the Company's audited ’s unaudited consolidated balance sheet as of August 31, 2020 and the related unaudited consolidated statements of operations, statements of cash flows flow and statements of changes in stockholders' ’ equity for the years eight (8) months then ended December 31, 2000 and December 31, 2001, and (iv) the Company's audited consolidated statements of operations, statements of cash flows and statements of changes in stockholders' equity for the six-month period ended June 30, 2002 (all such financial statements of the Company under clauses (i) and any notes thereto, together with the financial statements of the Company delivered to Acquirer pursuant to Section 9.21, are hereinafter (ii) being collectively referred to herein as the "“Company Financial Statements"”). In addition, the The Company has delivered to Acquirer as attachments to Schedule 3.8 of the Company Disclosure Letter true, Financial Statements (x) are true and correct and complete copies of in all material accounting policies used in preparing the Company Financial Statements. Xxxxxrespects, Xxxxxxxx & Co. is currently auditing the Company's financial statements for the fiscal years ended December 31, 2000 and December 31, 2001. Notwithstanding such audit by Xxxxx, Xxxxxxxx & Co., the Company Financial Statements: (ay) are derived from and are have been prepared in accordance with GAAP consistently applied through the books periods indicated and records of the Company; consistent with each other and (bz) present fairly present the financial condition of the Company at the date or dates therein indicated and the results of operations and cash flows for the period or periods therein specified; (c) have been prepared in accordance with GAAP applied on a basis consistent with prior periods except for any absence of notes to any of the unaudited Company Financial Statements; and (d) are true, correct and complete in all material respects. The Company has no debt, liability, obligation or commitment of any nature, whether accrued, absolute, contingent or otherwise, and whether due or to become due, except for those (a) shown on the Company's ’s unaudited consolidated balance sheet as of June 30August 31, 2002 included in the Company Financial Statements 2020 (the "“Balance Sheet Date”) is referred to hereinafter as the “Current Balance Sheet") and .” (b) that may have been incurred after June 30The Company maintains accurate business records, 2002 financial books and records, personnel records, ledgers, sales accounting records, tax records and related work papers and other books and records (the "Balance Sheet Date"“Books and Records”) reflecting its assets and Liabilities and maintains proper and adequate internal accounting controls that provide assurance that (i) transactions are executed with management’s authorization, (ii) transactions are recorded as necessary to permit preparation of their financial statements and to maintain accountability of their assets, (iii) access to their assets is permitted only in accordance with management’s authorization, (iv) the ordinary course reporting of assets is compared to existing assets at regular intervals and (v) inventory, accounts, notes and other receivables are recorded accurately and proper procedures are implemented to effect the Company's business consistent with its past practices and that are, individually or in the aggregate, not material to the business results of operations or financial condition of the Companycollection thereof on a timely basis. All reserves established by the Company that are set forth in or reflected in the Balance Sheet are adequate. At the Balance Sheet Date, there were no material loss contingencies (as such term is used in Statement of Financial Accounting Standards No. 5 ("Statement No. 5") issued by the Financial Accounting Standards Board in March 1975) that are not adequately provided for in the Balance Sheet as required by Statement No. 5. The Company Financial Statements comply in all material respects with the American Institute of Certified Public Accountants' Statement of Position 97-2. The Company has not had any dispute with any of its auditors regarding accounting matters or policies.Since January 1,

Company Financial Statements. The Company has delivered made available to Acquirer as attachments to Schedule 3.8 of Parent (a) the Company Disclosure Letter (i) audited consolidated balance sheets of the Company dated and its Subsidiaries, as of each of December 31, 2000 2014 and December 31, 2001, (ii) an audited consolidated balance sheet of 2015 and the Company dated June 30, 2002, (iii) the Company's related audited consolidated statements of operations, statements of cash flows and statements of changes in comprehensive income (loss), stockholders' equity and cash flows for each twelve month period then ended (the years ended December 31, 2000 and December 31, 2001"Audited Financial Statements"), and (ivb) the Company's audited unaudited consolidated balance sheets of the Company and its Subsidiaries, as of June 30, 2016 and the related unaudited consolidated statements of operations, statements of cash flows and statements of changes in comprehensive income (loss), stockholders' equity and cash flows for the six-six month period then ended June 30, 2002 (the "Unaudited Financial Statements" and togetherwith all such financial statements of the Company and foregoing financial statements, including any notes thereto, together with the financial statements of the Company delivered to Acquirer pursuant to Section 9.21, are hereinafter collectively referred to as the "Company Financial Statements"). In addition, the Company has delivered to Acquirer as attachments to Schedule 3.8 of the Company Disclosure Letter true, correct and complete copies of all material accounting policies used in preparing the Company The Financial Statements. Xxxxx, Xxxxxxxx & Co. is currently auditing the Company's financial statements for the fiscal years ended December 31, 2000 and December 31, 2001. Notwithstanding such audit by Xxxxx, Xxxxxxxx & Co., the Company Financial Statements: (a) are derived from and are in accordance with the books and records of the Company; (b) fairly present the financial condition of the Company at the dates therein indicated and the results of operations for the periods therein specified; (c) Statements have been prepared in accordance with GAAP in the United States consistently applied on a basis consistent with prior throughout the periods indicated (except for as indicatedin any absence of notes to any of thereto and that the unaudited Company Financial Statements; Statements do not contain notes thereto otherwise required by GAAP and (d) are truesubject to year-end audit adjustments, correct and complete which are not expected to be individually or in the aggregate, material). The Financial Statements present fairly in all material respectsrespects the consolidated financial positions, cash flows and results of operations of the Company and its Subsidiaries as of the respective dates indicated thereon and the consolidated operating results of the Company and its Subsidiaries during the periods indicated therein, in each case in accordance with GAAP and subject in the case of unaudited Financial Statements to year-end audit adjustments (which are not expected to be, individually or in the aggregate, material). The Company has no debt, liability, obligation or commitment of any nature, whether accrued, absolute, contingent or otherwise, and whether due or to become due, except for those (a) shown on the Company's unaudited balance sheet as of June 30, 2002 included in the Company Financial Statements (2016 is referred to hereinafter as the "Current Balance Sheet.") and (b) that may have been incurred after June 30, 2002 (the "Balance Sheet Date") in the ordinary course of the Company's business consistent with its past practices and that are, individually or in the aggregate, not material to the business results of operations or financial condition of the Company. All reserves established by the Company that are set forth in or reflected in the Balance Sheet are adequate. At the Balance Sheet Date, there were no material loss contingencies (as such term is used in Statement of Financial Accounting Standards No. 5 ("Statement No. 5") issued by the Financial Accounting Standards Board in March 1975) that are not adequately provided for in the Balance Sheet as required by Statement No. 5. The Company Financial Statements comply in all material respects with the American Institute of Certified Public Accountants' Statement of Position 97-2. The Company has not had any dispute with any of its auditors regarding accounting matters or policies.

Company Financial Statements. The Company has delivered to Acquirer as attachments to Schedule 3.8 Section 2.7 of the Company Disclosure Letter Schedule sets forth the (i) audited consolidated balance sheets of the Company dated (and as applicable, Predecessor Company) as of December 31, 2000 2009 and 2008, and the audited statements of income, cash flow and stockholders’ equity for the twelve (12) month periods ended December 31, 20012009 and 2008 (the “Year-End Financials”), (ii) an audited consolidated unaudited balance sheet of the Company dated (and as applicable, Predecessor Company) as of December 31, 2010, and (iii) an unaudited balance sheet of the Company (and as applicable, Predecessor Company) as of June 30, 20022011 (the “Balance Sheet Date”), (iii) and the Company's audited related unaudited consolidated statements statement of operationsincome, statements of cash flows flow and statements of changes in stockholders' ’ equity for the years twelve month period ended December 31, 2000 and December 31, 20012010, and (iv) the Company's audited consolidated statements of operations, statements of cash flows and statements of changes in stockholders' equity for the six-six month period ended June 30, 2002 2011 (all such financial statements of the Company “Interim Financials”). The Year-End Financials and any notes thereto, together with the financial statements of the Company delivered to Acquirer pursuant to Section 9.21, are hereinafter Interim Financials (collectively referred to as the "Company Financial Statements"). In addition, the Company has delivered to Acquirer as attachments to Schedule 3.8 of the Company Disclosure Letter true, correct and complete copies of all material accounting policies used in preparing the Company Financial Statements. Xxxxx, Xxxxxxxx & Co. is currently auditing the Company's financial statements for the fiscal years ended December 31, 2000 and December 31, 2001. Notwithstanding such audit by Xxxxx, Xxxxxxxx & Co., the Company Financial Statements: (a) are derived from and are in accordance with the books and records of the Company; (b) fairly present the financial condition of the Company at the dates therein indicated and the results of operations for the periods therein specified; (c“Financials”) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated and consistent with prior periods each other (except for any absence of notes to any of that the unaudited Company Financial Statements; Interim Financials do not contain footnotes and (d) are true, correct and complete other presentation items that may be required by GAAP). The Financials fairly present in all material respectsrespects the financial condition of the Company (and as applicable, Predecessor Company) as of the dates and during the periods indicated therein, subject in the case of the Interim Financials to normal year-end adjustments, which are not material in amount or significance in any individual case or in the aggregate. The unaudited consolidated balance sheet of the Company has no debt(and as applicable, liability, obligation or commitment Predecessor Company) as of any nature, whether accrued, absolute, contingent or otherwise, and whether due or the Balance Sheet Date is referred to become due, except for those (a) hereinafter as the “Current Balance Sheet.” All accounts receivable of Company shown on the Company's unaudited balance sheet as of June 30, 2002 included in the Company Financial Statements (the "Balance Sheet") and (b) that may have been incurred after June 30, 2002 (the "Current Balance Sheet Date"are (i) valid and genuine and have arisen solely out of bona fide sales and deliveries of goods, performance of services and other business transactions in the ordinary course of the Company's business consistent with past practice, (ii) not subject to valid defenses, set offs or counterclaims and (iii) collectible within ninety (90) days after billing at the full recorded amount thereof. No further goods or services are required to be provided in order to complete the sales and to entitle the Company or its past practices assignee to collect the accounts receivable in full and that are, individually or in the aggregate, not material to the business results of operations or financial condition none of the Company. All reserves established by the Company that are set forth in accounts receivable have been pledged or reflected in the Balance Sheet are adequate. At the Balance Sheet Date, there were no material loss contingencies (as such term is used in Statement of Financial Accounting Standards No. 5 ("Statement No. 5") issued by the Financial Accounting Standards Board in March 1975) that are not adequately provided for in the Balance Sheet as required by Statement No. 5. The Company Financial Statements comply in all material respects with the American Institute of Certified Public Accountants' Statement of Position 97-2. The Company has not had assigned to any dispute with any of its auditors regarding accounting matters or policiesPerson.

Company Financial Statements. The Company has delivered to Acquirer as attachments Attached to Schedule 3.8 4.05 of the Company Disclosure Letter Statement are: (i) audited consolidated balance sheets of the Company dated December 31, 2000 and December 31, 2001, (ii) an audited consolidated balance sheet of the Company dated June 30, 2002, (iiia) the Company's audited consolidated statements of operations, statements of cash flows and statements of changes in stockholders' equity for the years ended December 31, 2000 and December 31, 2001, and (iv) the Company's audited consolidated statements of operations, statements of cash flows and statements of changes in stockholders' equity for the six-month period ended June 30, 2002 (all such financial statements Financial Statements of the Company and any notes thereto, together with the financial statements of the Company delivered to Acquirer pursuant to Section 9.21, are hereinafter collectively referred to as the "Company Financial Statements"). In addition, the Company has delivered to Acquirer as attachments to Schedule 3.8 of the Company Disclosure Letter true, correct and complete copies of all material accounting policies used in preparing the Company Financial Statements. Xxxxx, Xxxxxxxx & Co. is currently auditing the Company's financial statements its Subsidiaries for the fiscal years ended December 31, 2000 2002, December 31, 2003 and December 31, 20012004 (including any related notes thereto), and its unaudited Financial Statements for the nine (9) months ended September 30, 2005 (each, a "Company Financial Statement" and, collectively, the "Company Financial Statements") and (b) the Reports of Income and Reports of Condition for the Bank for the years ended December 31, 2002, December 31, 2003 and December 31, 2004, and for the nine (9) months ended September 30, 2005 (the "Bank Reports"). Notwithstanding such audit by Xxxxx, Xxxxxxxx & Co.Except as set forth in Schedule 4.05 of the Disclosure Statement, the Company Financial Statements: Statements (ax) are derived from true and are complete in accordance with the books and records of the Companyall material respects; (b) fairly present the financial condition of the Company at the dates therein indicated and the results of operations for the periods therein specified; (cy) have been prepared in accordance with GAAP applied on a basis and comply in all material respects with applicable accounting requirements; and (z) fairly present in all material respects the consolidated financial position and the consolidated results of operations, changes in shareholders' equity and cash flow of the Company and its Subsidiaries as of the respective dates of and for the periods referred to in such Company Financial Statements, except as may be indicated in the notes thereto and subject to normal year-end non-material audit adjustments in amounts consistent with prior periods except for any absence of notes to any past experience in the case of the unaudited Company Financial Statements; and Statement. The Bank Reports (daa) are true, correct true and complete in all material respects; (bb) except as set forth on Schedule 4.05 of the Disclosure Statement, have been prepared in accordance with GAAP as modified by applicable banking regulations; and (cc) fairly represent in all material respects the financial position and the results of operations of the Bank as of the respective dates of and for the periods referred to in such Bank Reports, subject to normal non-material year-end audit adjustments in amounts consistent with past experience in the case of the Bank Report dated September 30, 2005. The Since the date of the previous audited consolidated balance sheet of the Company, neither the Company nor any of its Subsidiaries has suffered or experienced a Material Adverse Effect. As of the date hereof, no debt, liability, obligation facts or commitment circumstances have been discovered from which it reasonably appears that there is a significant risk and reasonable probability that the Company or any of its Subsidiaries will suffer or experience a Material Adverse Effect. No Financial Statements of any nature, whether accrued, absolute, contingent or otherwise, and whether due or Person other than the Subsidiaries of the Company are required by GAAP to become due, except for those (a) shown on the Company's unaudited balance sheet as of June 30, 2002 be included in the Company Financial Statements (the "Balance Sheet") and (b) that may have been incurred after June 30, 2002 (the "Balance Sheet Date") in the ordinary course of the Company's business consistent with its past practices and that are, individually or in the aggregate, not material to the business results of operations or financial condition of the Company. All reserves established by the Company that are set forth in or reflected in the Balance Sheet are adequate. At the Balance Sheet Date, there were no material loss contingencies (as such term is used in Statement of Financial Accounting Standards No. 5 ("Statement No. 5") issued by the Financial Accounting Standards Board in March 1975) that are not adequately provided for in the Balance Sheet as required by Statement No. 5. The Company Financial Statements comply in all material respects with the American Institute of Certified Public Accountants' Statement of Position 97-2. The Company has not had any dispute with any of its auditors regarding accounting matters or policiesStatements.

Company Financial Statements. The Company has delivered to Acquirer as attachments to Schedule 3.8 the Purchasers (collectively, the “Company Financial Statements”) (i) complete and correct copies of the unaudited consolidated balance sheet of the Company Disclosure Letter (i) and its Subsidiaries as of December 31, 2000 and the related unaudited consolidated statements of income and cash flows for the year then ended, the audited consolidated balance sheets of the Company dated and its Subsidiaries as of December 31, 2000 1999 and December 311998 and the related audited consolidated statements of income and cash flows for the years then ended, 2001including the footnotes thereto, certified by the Company’s independent certified public accountants, and (ii) an audited complete and correct copies of the unaudited consolidated pro forma balance sheet of the Company dated June 30and its Subsidiaries as of December 31, 20022000, (iii) and the Company's audited unaudited pro forma consolidated statements of operations, statements of cash flows and statements of changes in stockholders' equity for operations the years year ended December 31, 2000 and December 31, 2001, and 2000. Each of the balance sheets (ivother than the pro forma balance sheets) contained in the Company's audited Company Financial Statements fairly presents the consolidated statements of operations, statements of cash flows and statements of changes in stockholders' equity for the six-month period ended June 30, 2002 (all such financial statements position of the Company and any notes theretoits Subsidiaries as of its date and each of the consolidated statements of income included in the Company Financial Statements fairly presents the consolidated results of operations and income, together with retained earnings and stockholders’ equity or cash flows, as the financial statements case may be, of the Company delivered to Acquirer pursuant to Section 9.21, are hereinafter collectively referred to as the "Company Financial Statements"). In addition, the Company has delivered to Acquirer as attachments to Schedule 3.8 of the Company Disclosure Letter true, correct and complete copies of all material accounting policies used in preparing the Company Financial Statements. Xxxxx, Xxxxxxxx & Co. is currently auditing the Company's financial statements for the fiscal years ended December 31, 2000 and December 31, 2001. Notwithstanding such audit by Xxxxx, Xxxxxxxx & Co., the Company Financial Statements: (a) are derived from and are in accordance with the books and records of the Company; (b) fairly present the financial condition of the Company at the dates therein indicated and the results of operations its Subsidiaries for the periods therein specified; (c) have been prepared to which they relate, in each case in accordance with GAAP applied on a consistent basis consistent with prior during the periods involved, except for any absence of notes to any as noted therein. The pro forma financial statements of the unaudited Company Financial Statements; and (d) are true, correct and complete in all material respects. The Company has no debt, liability, obligation or commitment of any nature, whether accrued, absolute, contingent or otherwise, and whether due or to become due, except for those (a) shown on the Company's unaudited balance sheet as of June 30, 2002 included its Subsidiaries contained in the Company Financial Statements (fairly present the "Balance Sheet") consolidated financial position of the Company and (b) that may its Subsidiaries, in each case, as of the date and for the periods to which they relate, in each case after giving effect to the Transactions, have been incurred after June 30prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the bases described therein, 2002 (and the "Balance Sheet Date") assumptions used in the ordinary course of preparation thereof are reasonable and the Company's business consistent with its past practices and that are, individually or in the aggregate, not material adjustments used therein are appropriate to give effect to the business results of operations or financial condition of the CompanyTransactions. All reserves established projections provided by the Company to the Purchasers on February 1, 2001, as prepared for the Company’s senior bank lenders, have been prepared in good faith based on assumptions believed by management of the Company to be reasonable (it being understood that such projections are set forth in or reflected in subject to significant uncertainties and contingencies, many of which are beyond the Balance Sheet are adequate. At the Balance Sheet Date, there were Company’s control and that no material loss contingencies (as assurance can be given that such term is used in Statement of Financial Accounting Standards No. 5 ("Statement No. 5") issued by the Financial Accounting Standards Board in March 1975) that are not adequately provided for in the Balance Sheet as required by Statement No. 5. The Company Financial Statements comply in all material respects with the American Institute of Certified Public Accountants' Statement of Position 97-2. The Company has not had any dispute with any of its auditors regarding accounting matters or policiesprojections will be realized).

Company Financial Statements. The Company has delivered to Acquirer as attachments to Schedule 3.8 (a) Section 2.8(a) of the Company Disclosure Letter (i) audited Schedule sets forth the Company’s unaudited consolidated balance sheets sheet as of the Company dated December 31, 2000 2004 (the “Balance Sheet Date”), and December 31, 2001, (ii) an audited consolidated balance sheet of the Company dated June 30, 2002, (iii) the Company's audited related unaudited consolidated statements of operationsincome, statements of cash flows flow and statements of changes in stockholders' ’ equity for the years ended December 31, 2000 and December 31, 2001, and (iv) the Company's audited consolidated statements of operations, statements of cash flows and statements of changes in stockholders' equity for the six12-month period then ended June 30, 2002 (all such financial statements of the Company and any notes thereto, together with the financial statements of the Company delivered to Acquirer pursuant to Section 9.21, are hereinafter collectively referred to as the "Company Financial Statements"). In additioncollectively, the Company has delivered to Acquirer as attachments to Schedule 3.8 of the Company Disclosure Letter true“Unaudited Financials”), correct and complete copies of all material accounting policies used in preparing the Company Financial Statements. Xxxxxwhich Unaudited Financials have been reviewed by KPMG, Xxxxxxxx & Co. is currently auditing LLP, the Company's financial statements for ’s independent auditors, under Statement of Accounting Standards Number 71. The Unaudited Financials are, and the fiscal years ended December 31, 2000 and December 31, 2001. Notwithstanding such audit by Xxxxx, Xxxxxxxx & Co.Year-End Financials, the Company Financial Statements: (a) are derived from Closing Balance Sheet and are in accordance with the books and records of the Company; (b) fairly present the financial condition of the Company at the dates therein indicated Income Statement and the results Statement of operations for the periods therein specified; (c) have been prepared in accordance with GAAP applied on a basis consistent with prior periods except for any absence of notes to any of the unaudited Company Financial Statements; Expenses when delivered will be, true and (d) are true, correct and complete in all material respects. The Company has no debt, liability, obligation or commitment of any nature, whether accrued, absolute, contingent or otherwiseUnaudited Financials have been, and whether due the Year-End Financials when delivered will be, prepared in accordance with GAAP on a consistent basis throughout the periods indicated and are consistent with each other (except that the Unaudited Financials will not contain footnotes and other presentation items that may be required by GAAP). The Closing Balance Sheet and Income Statement when delivered shall reflect the reasonable best efforts of the Company to prepare consolidated comparative financial statements of the Company for the periods presented therein in a manner consistent with the accounting principles, policies and procedures used in the preparation of the Unaudited Financials. The Unaudited Financials present, and the Year-End Financials and the Closing Balance Sheet and Income Statement when delivered will present, fairly the consolidated financial condition, operating results and cash flows as of the dates and during the periods indicated therein of the Company and its consolidated Subsidiaries, subject in the case of the Unaudited Financials and the Closing Balance Sheet and Income Statement, to normal year-end adjustments, which are not material in amount or to become due, except for those (a) shown on significance in any individual case or in the aggregate. The Company's ’s unaudited consolidated balance sheet as of June 30, 2002 included in the Company Financial Statements (Balance Sheet Date is referred to hereinafter as the "“Current Balance Sheet") and (b) that may have been incurred after June 30, 2002 (the "Balance Sheet Date") in the ordinary course of the Company's business consistent with its past practices and that are, individually or in the aggregate, not material to the business results of operations or financial condition of the Company. .” All reserves established by the Company that are set forth in or reflected in the Current Balance Sheet are adequatehave been, and all reserves that will be set forth in or reflected in the Year-End Balance Sheet and the Closing Balance Sheet will be, established in accordance with GAAP consistently applied. At the Balance Sheet Date, there were were, and at the time of the Year-End Balance Sheet Date and the Closing Balance Sheet Date, there will be, no material loss contingencies (as such term is used in Statement of Financial Accounting Standards No. 5 ("“Statement No. 5"”) issued by the Financial Accounting Standards Board in March 1975) that are not adequately provided for in the Current Balance Sheet, the Year-End Balance Sheet and the Closing Balance Sheet, respectively, as required by Statement No. 5. The Company Financial Statements comply Unaudited Financials comply, and the Year-End Financials and the Closing Balance Sheet when delivered will comply, in all material respects with the requirements of the American Institute of Certified Public Accountants' ’ Statement of Position 97-2. The Company has not had any dispute with any of its auditors regarding accounting matters or policiespolicies during any of its past three full fiscal years or during the current fiscal year-to-date. The books and records of the Company and each of its Subsidiaries have been, and are being maintained in all material respects in accordance with applicable legal and accounting requirements and the Unaudited Financials, the Year-End Financials and the Closing Balance Sheet and Income Statement have been, or when delivered will be, prepared from and in accordance with such books and records.

Company Financial Statements. The Company has delivered to Acquirer as attachments to Schedule 3.8 3.8.1 of the Company Disclosure Letter (i) audited consolidated balance sheets of the Company dated December as of January 31, 2000 2002 and December January 31, 20012003, (ii) an audited unaudited consolidated balance sheet of the Company dated June 30as of July 31, 20022003, (iii) the Company's ’s audited consolidated statements of operations, statements of cash flows and statements of changes in stockholders' ’ equity for the fiscal years ended December January 31, 2000 2002 and December January 31, 20012003, and (iv) the Company's audited ’s unaudited consolidated statements of operations, statements of cash flows and statements of changes in stockholders' ’ equity for the six-month period ended June 30July 31, 2002 2003 (all such financial statements of the Company and any notes thereto, together with the financial statements of the Company delivered to Acquirer pursuant to Section 9.219.17, are hereinafter collectively referred to as the "“Company Financial Statements"”). In addition, the Company has delivered to Acquirer as attachments to Schedule 3.8 of the Company Disclosure Letter true, A true and correct and complete copies description of all material critical accounting policies used in preparing the Company Financial Statements have been set forth in the notes to the Company’s audited Company Financial Statements. Xxxxx, Xxxxxxxx & Co. is currently auditing the Company's financial statements for the fiscal years ended December 31, 2000 and December 31, 2001. Notwithstanding such audit by Xxxxx, Xxxxxxxx & Co., the The Company Financial Statements: (a) are derived from and are in accordance with the books and records of the CompanyCompany and the Subsidiaries; (b) fairly present the financial condition of the Company and the Subsidiaries at the dates therein indicated and the results of operations for the periods therein specified; and (c) have been prepared in accordance with GAAP applied on a basis consistent with prior periods except for any absence of notes to any of the unaudited Company Financial Statements; and (d) are true, correct and complete in all material respects. The Company has and the Subsidiaries have no debt, liability, obligation or commitment of any nature, whether accrued, absolute, contingent or otherwise, and whether due or to become due, except for those (a) shown on the Company's ’s unaudited balance sheet as of June 30July 31, 2002 2003 included in the Company Financial Statements (the "“Balance Sheet"”) and (b) that may have been incurred after June 30July 31, 2002 2003 (the "“Balance Sheet Date"”) in the ordinary course of the Company's ’s and the Subsidiaries’ business consistent with its past practices and that are, individually or in the aggregate, not material to the business results of operations or financial condition of the CompanyCompany and the Subsidiaries. All reserves established by the Company that are set forth in or reflected in the Balance Sheet are adequatewere reasonably established in accordance with GAAP and based on historical rates. At Except for obligations and liabilities reflected in the Balance Sheet DateCompany Financial Statements, there were the Company has no material loss contingencies off-balance sheet obligation or liability of any nature (as such term matured or unmatured, fixed or contingent) to, or any financial interest in, any third party or entities, the purpose or effect of which is used in Statement to defer, postpone, reduce or otherwise avoid or adjust the recording of Financial Accounting Standards No. 5 ("Statement No. 5") issued debt expenses incurred by the Financial Accounting Standards Board in March 1975) that are not adequately provided for in the Balance Sheet as required by Statement No. 5Company. The Company Financial Statements comply in all material respects with the American Institute of Certified Public Accountants' ’ Statement of Position 97-2. The Company has not had any dispute with any of its auditors regarding accounting matters or policies. To the Company’s knowledge, there are no significant deficiencies or material weaknesses in the design or operation of the Company’s or the Subsidiaries’ internal controls which could adversely affect the Company’s ability to record, process, summarize and report financial data. To the Company’s knowledge, there is no fraud in connection with the Financial Statements, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls.

Company Financial Statements. The Company has delivered made available to Acquirer Parent (a) the Company’s audited balance sheet as attachments to Schedule 3.8 of the Company Disclosure Letter (i) audited consolidated balance sheets of the Company dated December 31, 2000 2001, and the related audited statements of income, cash flows and stockholders’ equity for the 12-month period ending on December 31, 2001, (iib) an the Company’s audited consolidated balance sheet as of the Company dated June 30December 31, 2002, and the related audited statements of income, cash flows and stockholders’ equity for the twelve (iii12)-month period ending on December 31, 2002 and (c) the Company's audited consolidated ’s unaudited balance sheet as of March 31, 2003, and the related unaudited statements of operationsincome, statements of cash flows and statements of changes in stockholders' ’ equity for the years three (3)-months ended December March 31, 2000 and December 31, 2001, and 2003 (iv) the Company's audited consolidated statements of operations, statements of cash flows and statements of changes in stockholders' equity for the six-month period ended June 30, 2002 (all such financial statements of the Company and any notes thereto, together with the financial statements of the Company delivered to Acquirer pursuant to Section 9.21, are hereinafter collectively referred to as the "“Company Financial Statements"”). In addition, the The Company has delivered to Acquirer as attachments to Schedule 3.8 of the Company Disclosure Letter true, Financial Statements are correct and complete copies of in all material accounting policies used in preparing the Company Financial Statements. Xxxxx, Xxxxxxxx & Co. is currently auditing the Company's financial statements for the fiscal years ended December 31, 2000 respects and December 31, 2001. Notwithstanding such audit by Xxxxx, Xxxxxxxx & Co., the Company Financial Statements: (a) are derived from and are in accordance with the books and records of the Company; (b) fairly present the financial condition of the Company at the dates therein indicated and the results of operations for the periods therein specified; (c) have been prepared in accordance with GAAP (except that unaudited financial statements do not have notes thereto and are subject to normal year-end audit adjustments, which will not in the aggregate be material) consistently applied on a basis consistent throughout the periods indicated and consistent with prior periods each other, except for any absence of as set forth in the notes to any of the unaudited Company Financial Statements; . The Company Financial Statements present fairly and (d) are true, correct and complete accurately in all material respectsrespects the Company’s financial condition and operating results as of the dates and during the periods indicated therein. The Company has no debt, liability, obligation or commitment of any nature, whether accrued, absolute, contingent or otherwise, and whether due or to become due, except for those (a) shown on the Company's ’s unaudited balance sheet as of June 30March 31, 2002 included in 2003 is referred to hereinafter as the Company Financial Statements (the "“Current Balance Sheet") and .” Since December 31, 2002, there has been no material change in any accounting policies, principles, methods or practices, including any change with respect to reserves (b) that may have been incurred after June 30whether for bad debts, 2002 (the "Balance Sheet Date") in the ordinary course of the Company's business consistent with its past practices and that arecontingent liabilities or otherwise), individually or in the aggregate, not material to the business results of operations or financial condition of the Company. All reserves established by the The Company that are and its Subsidiaries have no obligations or liabilities of any nature (matured or unmatured, fixed or contingent) other than those set forth in or reflected in the Balance Sheet are adequate. At the Balance Sheet Date, there were no material loss contingencies (as such term is used in Statement of Financial Accounting Standards No. 5 ("Statement No. 5") issued by the Financial Accounting Standards Board in March 1975) that are not adequately provided for in the Current Balance Sheet as required by Statement No. 5. The Company Financial Statements comply and other than contractual obligations or liabilities incurred between March 31, 2003 and the Closing Date in all material respects the ordinary course consistent with past practices and not in violation of the American Institute of Certified Public Accountants' Statement of Position 97-2. The Company has not had any dispute with any of its auditors regarding accounting matters or policiescovenants set forth in Article IV below.

Company Financial Statements. The Company has delivered to Acquirer as attachments Attached to Schedule 3.8 of the Company Disclosure Letter (i) audited are unaudited consolidated balance sheets of the Company dated as of December 31, 1999 and 2000 and December 31, 2001, (ii) an audited unaudited consolidated balance sheet of the Company dated June 30May 31, 2002, (iii) the 2001 and Company's audited unaudited consolidated statements of operations, operations and statements of cash flows and statements of changes in stockholders' equity for the years ended December 31, 2000 1999 and December 31, 20012000, and (iv) the Company's audited unaudited consolidated statements statement of operations, statements operations and statement of cash flows and statements of changes in stockholders' equity for the six-five month period ended June 30May 31, 2002 2001 (all such financial statements of the Company and any notes thereto, together with the financial statements of the Company delivered to Acquirer pursuant to Section 9.21, thereto are hereinafter collectively referred to as the "Company Financial Statements"). In addition, the Company has delivered to Acquirer as attachments to Schedule 3.8 of the Company Disclosure Letter true, correct and complete copies of all material accounting policies used in preparing the Company Financial Statements. Xxxxx, Xxxxxxxx & Co. is currently auditing the Company's financial statements for the fiscal years ended December 31, 2000 and December 31, 2001. Notwithstanding such audit by Xxxxx, Xxxxxxxx & Co., the The Company Financial Statements: (a) are derived from and are in accordance with the books and records of the Company; (b) fairly present the financial condition of the Company at the dates therein indicated and the results of operations for the periods therein specified; and (c) have been prepared in accordance with GAAP applied on a basis consistent with prior periods except for any absence of notes to any thereto. The unaudited balance sheet of the unaudited Company as of May 31, 2001 (the "Balance Sheet Date") included in the Company Financial Statements; and (d) are true, correct and complete in all material respects. Statements is hereinafter referred to as the "Balance Sheet." The Company has no debt, liability, liability or obligation or commitment of any nature, whether accrued, absolute, contingent or otherwise, and whether due or to become due, except for those (a) shown on the Company's unaudited balance sheet as of June 30, 2002 included which is required to be set forth in the Company Financial Statements under GAAP except for those (i) disclosed in the "Balance Sheet") and Company Financial Statements, (bii) that may have been incurred after June 30, 2002 (the "Balance Sheet Date") Date in the ordinary course of the Company's business consistent with its past practices practices, and that (iii) which are, individually or in the aggregate, not material to the business business, results of operations or financial condition of the Company. All reserves established by the Company that are set forth in or reflected in the Balance Sheet are adequate. At the Balance Sheet Date, there were no material loss contingencies (as such term is used in Statement of Financial Accounting Standards No. 5 ("Statement No. 5") issued by the Financial Accounting Standards Board in March 1975) that which are not adequately provided for in the Balance Sheet as required by said Statement No. 5. The Company Financial Statements comply in all material respects with the American Institute of Certified Public Accountants' Statement of Position 97-2. The Company has not had any dispute with any of its auditors regarding accounting matters or policies.

Company Financial Statements. The Company has delivered to Acquirer (a) Attached as attachments to Schedule 3.8 2.9(a) of the Company Disclosure Letter Schedule are (i) audited consolidated the Company’s unaudited balance sheets sheets, statements of operations and cash flows for the fiscal years of the Company dated December 31, 2000 and December 31, 2001, (ii) an audited consolidated balance sheet of the Company dated June 30, 2002, (iii) the Company's audited consolidated statements of operations, statements of cash flows and statements of changes in stockholders' equity for the years ended December 31, 2000 and December 312010, 20012011, and (iv) 2012, and the Company's audited consolidated statements of operations, statements of cash flows and statements of changes in stockholders' equity for the six-seven month period ended June 30July 31, 2002 2013 (referred to herein as the “US Balance Sheet” and the date thereof, the “Company Balance Sheet Date”, and all such financial statements of the Company and any notes thereto, together with the financial statements of the Company delivered to Acquirer pursuant to Section 9.21, are hereinafter being collectively referred to herein as the "Company “US Financial Statements"). In addition”) and (ii) the consolidated audited balance sheets, the Company has delivered to Acquirer as attachments to Schedule 3.8 statements of operations and cash flows of the Company Disclosure Letter true, correct and complete copies of all material accounting policies used in preparing the Company Financial Statements. Xxxxx, Xxxxxxxx & Co. is currently auditing the Company's financial statements ’s Subsidiaries for the fiscal years ended December 31, 2000 2010, 2011 and December 2012, and the consolidated unaudited balance sheet, statement of operations and cash flows of the Company’s Subsidiaries for the seven month period ended July 31, 2001. Notwithstanding 2013, (referred to herein as the “Taiwan Balance Sheet”, all such audit by Xxxxx, Xxxxxxxx & Co., financial statements being collectively referred to herein as the “Taiwan Financial Statements” and the US Balance Sheet and the Taiwan Balance Sheet collectively referred to as the “Company Balance Sheet” and the US Financial Statements and Taiwan Financial Statements collectively referred to as the “Company Financial Statements: ”). Such Company Financial Statements (ai) are derived from and are in accordance with the books and records of the Company; Company and the Subsidiaries, (bii) present fairly present in all material respects the financial condition of the Company and the Subsidiaries at the date or dates therein indicated and the results of operations for the period or periods therein specified; , (ciii) with respect to the Taiwan Financial Statements, have been prepared in accordance with Taiwan GAAP except, as to the unaudited Taiwan Financial Statements, for the omission of notes thereto and normal year-end audit adjustments, (iv) with respect to the US Financial Statements, have been prepared in accordance with GAAP applied on a basis consistent with prior periods except except, as to the unaudited US Financial Statements, for any absence the omission of notes to any of the unaudited Company Financial Statements; thereto and normal year-end audit adjustments, and (dv) are true, correct and complete in all material respects. The Company has no debt, liability, obligation or commitment of any nature, whether accrued, absolute, contingent or otherwise, and whether due or to become due, except for those (a) shown on the Company's unaudited balance sheet as of June 30, 2002 included in the Company Financial Statements (the "Balance Sheet") and (b) that may have been incurred after June 30, 2002 (the "Balance Sheet Date") in the ordinary course of the Company's business consistent with its past practices and that are, individually or in the aggregate, not material to the business results of operations or financial condition of the Company. All reserves established fully approved by the Company that are set forth in Board and/or shareholders of the Company or reflected in the Balance Sheet are adequate. At the Balance Sheet Date, there were no material loss contingencies (as such term is used in Statement of Financial Accounting Standards No. 5 ("Statement No. 5") issued by the Financial Accounting Standards Board in March 1975) that are not adequately provided for in the Balance Sheet as any Subsidiary if so required by Statement No. 5. The Company Financial Statements comply in all material respects with the American Institute of Certified Public Accountants' Statement of Position 97-2. The Company has not had any dispute with any of its auditors regarding accounting matters or policiesapplicable Legal Requirements.

Company Financial Statements. The Company has delivered made available to Acquirer as attachments to Schedule 3.8 of the Company Disclosure Letter (i) Acquiror its audited consolidated balance sheets of the Company dated December 31sheets, 2000 and December 31, 2001, (ii) an audited consolidated balance sheet of the Company dated June 30, 2002, (iii) the Company's audited consolidated statements of operations, statements of cash flows and flows, statements of changes in stockholders' ’ equity and financial statements (collectively, the “Audited Financial Statements”) for each of the two fiscal years ended December 31prior to the Delivery Date and its unaudited balance sheet, 2000 and December 31, 2001, and (iv) the Company's audited consolidated statements statement of operations, statements statement of cash flows and statements statement of changes in stockholders' ’ equity for (collectively, the six-month period ended June 30, 2002 (all such financial statements of the Company and any notes thereto“Unaudited Financial Statements” and, together with the financial statements Audited Financial Statements, the “Financial Statements”) as at and for the interim period between December 31st of the Company delivered to Acquirer pursuant to Section 9.21, are hereinafter collectively referred to as last full fiscal year and the "Company Financial Statements"last day of the last full calendar month immediately preceding the Delivery Date (the “Balance Sheet Date”). In addition, the Company has delivered to Acquirer as attachments to Schedule 3.8 of the Company Disclosure Letter true, correct and complete copies of all material accounting policies used in preparing the Company The Financial Statements. Xxxxx, Xxxxxxxx & Co. is currently auditing the Company's financial statements for the fiscal years ended December 31, 2000 and December 31, 2001. Notwithstanding such audit by Xxxxx, Xxxxxxxx & Co., the Company Financial Statements: (a) are derived from and are in accordance with the books and records of the Company; (b) fairly present the financial condition of the Company at the dates therein indicated and the results of operations for the periods therein specified; (c) Statements have been prepared in accordance with GAAP applied on a basis consistent with prior periods (except for any absence of notes to any of that the unaudited Company Financial Statements; and (d) are true, correct and complete in all material respects. The Company has no debt, liability, obligation or commitment of any nature, whether accrued, absolute, contingent or otherwise, and whether due or to become due, except for those (a) shown on the Company's unaudited balance sheet as of June 30, 2002 included in the Company Unaudited Financial Statements (do not contain footnotes and are subject to normal recurring year-end audit adjustments, the "Balance Sheet") and (b) that may have been incurred after June 30, 2002 (the "Balance Sheet Date") in the ordinary course effect of the Company's business consistent with its past practices and that arewhich will not, individually or in the aggregate, be materially adverse) applied on a consistent basis throughout the periods presented and consistent with each other. The Financial Statements fairly present the consolidated financial condition, operating results and cash flow of the Company as of the dates, and for the periods, indicated therein, subject to normal year-end audit adjustments and the absence of footnotes in the case of the unaudited Financial Statements. The Company maintains standard systems of accounting that are adequate for its business. There are no (and there have not material at any time been any) securitization transactions or “off-balance sheet arrangements” (as defined in Item 303(c) of Regulation S-K of the SEC) effected or maintained in effect by the Company. The Company maintains books and records reflecting its assets and liabilities that are accurate and complete and maintains adequate internal accounting controls so that: (a) transactions are entered into only with management’s authorization; (b) transactions are recorded as necessary to permit preparation of the business results financial statements of operations or financial condition the Company (including, without limitation, the Financial Statements) and to maintain accountability for the assets and liabilities of the Company. All reserves established by ; (c) access to the assets of the Company that is permitted only in accordance with management’s authorization; (d) the reporting of the assets and liabilities of the Company is compared with existing assets and liabilities at regular intervals; and (e) all assets, liabilities, rights, obligations and transactions are set forth in or reflected in the Balance Sheet are adequaterecorded accurately. At the Balance Sheet Date, there were no material loss contingencies (as such term is used in Statement of Financial Accounting Standards No. 5 ("Statement No. 5") issued by the Financial Accounting Standards Board in March 1975) that are not adequately provided for in the Balance Sheet as required by Statement No. 5. The Company Financial Statements comply in all material respects with the American Institute of Certified Public Accountants' Statement of Position 97-2. The Company has not had any dispute with any of its auditors regarding accounting matters or policies* Confidential treatment requested.

Company Financial Statements. The Company has delivered to Acquirer as attachments to Schedule 3.8 of the Company Disclosure Letter Purchasers (collectively, the "COMPANY FINANCIAL STATEMENTS") (i) complete and correct copies of the audited consolidated balance sheets of the Company dated December and its Subsidiaries as of March 31, 2000 2004, 2003 and December 31, 2001, (ii) an audited consolidated balance sheet of 2002 and the Company dated June 30, 2002, (iii) the Company's related audited consolidated statements of operations, statements of cash flows and statements of changes in stockholders' equity and cash flows for the years ended December 31then ended, 2000 and December 31including the footnotes thereto, 2001, and (iv) certified by the Company's audited independent certified public accountants, (ii) complete and correct copies of the unaudited consolidated balance sheets of the Company and its Subsidiaries as of June 30, 2004 and September 30, 2004 and the related unaudited consolidated statements of operations, statements of cash flows and statements of changes in stockholders' equity and cash flows for the six-month period ended June quarter then ended, and (iii) complete and correct copies of the unaudited consolidated PRO FORMA balance sheet of the Company and its Subsidiaries as of September 30, 2002 2004, and the unaudited PRO FORMA consolidated statements of operations for the year ended March 31, 2004 and the six months ended September 30, 2004. Each of the consolidated balance sheets contained in the Company Financial Statements fairly presents the consolidated financial position of the Company and its Subsidiaries as of its date and each of the consolidated statements of operations, stockholders' equity and cash flows included in the Company Financial Statements fairly presents the consolidated results of operations and income, retained earnings and stockholders' equity or cash flows, as the case may be, of the Company and its Subsidiaries for the periods to which they relate (all such subject, in the case of any unaudited interim financial statements, to normal year-end adjustments that will not be material in amount or effect), in each case in accordance with GAAP applied on a consistent basis during the periods involved, except as noted therein. The PRO FORMA financial statements of the Company and any notes thereto, together its Subsidiaries contained in the Company Financial Statements have been prepared in accordance with the Commission's rules and guidelines with respect to PRO FORMA financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the Transactions. All projections provided by the Company to the Purchasers in connection with the Transactions have been prepared in good faith based on assumptions believed by management of the Company delivered to Acquirer pursuant be reasonable and subject to Section 9.21, the reservations stated therein. Attached hereto as SCHEDULE 4.06 are hereinafter collectively referred to as the "Company Financial Statements"). In addition, the Company has delivered to Acquirer as attachments to Schedule 3.8 of the Company Disclosure Letter true, correct and complete copies of all material accounting policies used in preparing the Company Financial Statements. Xxxxx, Xxxxxxxx & Co. is currently auditing the Company's financial statements for the fiscal years ended December 31, 2000 and December 31, 2001. Notwithstanding such audit by Xxxxx, Xxxxxxxx & Co., the Company Financial Statements: (a) are derived from and are in accordance with the books and records of the Company; (b) fairly present the financial condition of the Company at the dates therein indicated and the results of operations for the periods therein specified; (c) have been prepared in accordance with GAAP applied on a basis consistent with prior periods except for any absence of notes to any of the unaudited Company Financial Statements; and (d) are true, correct and complete in all material respects. The Company has no debt, liability, obligation or commitment of any nature, whether accrued, absolute, contingent or otherwise, and whether due or to become due, except for those (a) shown on the Company's unaudited balance sheet as of June 30, 2002 included in the Company Financial Statements (the "Balance Sheet") and (b) that may have been incurred after June 30, 2002 (the "Balance Sheet Date") in the ordinary course of the Company's business consistent with its past practices and that are, individually or in the aggregate, not material all projections delivered to the business results of operations Purchasers at or financial condition of prior to the Company. All reserves established by the Company that are set forth in or reflected in the Balance Sheet are adequate. At the Balance Sheet Date, there were no material loss contingencies (as such term is used in Statement of Financial Accounting Standards No. 5 ("Statement No. 5") issued by the Financial Accounting Standards Board in March 1975) that are not adequately provided for in the Balance Sheet as required by Statement No. 5. The Company Financial Statements comply in all material respects with the American Institute of Certified Public Accountants' Statement of Position 97-2. The Company has not had any dispute with any of its auditors regarding accounting matters or policiesClosing Time.

Company Financial Statements. The Company has delivered to Acquirer as attachments to Schedule 3.8 of the Company Disclosure Letter (i) audited consolidated balance sheets of the Company dated December 31, 2000 and December 31, 2001, (ii) an audited consolidated balance sheet of the Company dated June 30, 2002, (iii) the Company's audited consolidated statements of operations, statements of cash flows and statements of changes in stockholders' equity for the years ended December 31, 2000 and December 31, 2001, and (iv) the Company's audited consolidated statements of operations, statements of cash flows and statements of changes in stockholders' equity for the six-month period ended June 30, 2002 (all such financial statements of the Company included or incorporated by reference in the Registration Statement, the General Disclosure Package and any notes theretothe Final Prospectuses, together with the related schedules, if any, and notes thereto, present fairly the financial statements position of the Company delivered to Acquirer pursuant to Section 9.21and its consolidated subsidiaries at the dates indicated and the consolidated statement of operations, are hereinafter collectively referred to as the "Company Financial Statements"). In addition, the Company has delivered to Acquirer as attachments to Schedule 3.8 retained earnings and cash flows of the Company Disclosure Letter true, correct and complete copies of all material accounting policies used in preparing the Company Financial Statements. Xxxxx, Xxxxxxxx & Co. is currently auditing the Company's financial statements for the fiscal years ended December 31, 2000 and December 31, 2001. Notwithstanding such audit by Xxxxx, Xxxxxxxx & Co., the Company Financial Statements: (a) are derived from and are in accordance with the books and records of the Company; (b) its consolidated subsidiaries present fairly present the financial condition of the Company at the dates therein indicated and the results of operations for the periods therein specifiedspecified (subject, in the case of unaudited statements, to normal year-end adjustments and to any other adjustments described therein, including the notes thereto); (c) such consolidated financial statements have been prepared in accordance with GAAP generally accepted accounting principles in Canada (“Canadian GAAP”) applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto); and such consolidated financial statements have been reconciled to generally accepted accounting principles in the United States of America (“U.S. GAAP”) in accordance with Item 18 of Form 20-F under the 1934 Act. The selected consolidated financial information included in the Registration Statement, the General Disclosure Package and the Final Prospectuses presents fairly the information shown therein and has been compiled on a basis consistent with prior periods except for any absence of notes to any that of the unaudited Company Financial Statements; audited consolidated financial statements included or incorporated by reference in the Registration Statement, the General Disclosure Package and (d) are true, correct and complete in all material respectsthe Final Prospectuses. The Company has no debtpro forma consolidated financial statements and the related notes thereto included or incorporated by reference in the Registration Statement, liabilitythe General Disclosure Package and the Final Prospectuses present fairly the information shown therein, obligation or commitment have been prepared in accordance with the rules of any nature, whether accrued, absolute, contingent or otherwisethe Qualifying Authorities with respect to pro forma consolidated financial statements and have been properly compiled on the bases described therein, and whether due or the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to become due, except for those (a) shown on give effect to the Company's unaudited balance sheet as of June 30, 2002 transactions and circumstances referred to therein. The selected pro forma consolidated financial information included in the Company Financial Statements (Registration Statement, the "Balance Sheet") General Disclosure Package and (b) the Final Prospectuses presents fairly the information shown therein and has been compiled on a basis consistent with that may of the pro forma consolidated financial statements and the related notes included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Final Prospectuses. There have been incurred after June 30no changes in the consolidated assets or liabilities of the Company from the position thereof as set forth in the consolidated financial statements included or incorporated by reference in the Registration Statement, 2002 (the "Balance Sheet Date") General Disclosure Package or the Final Prospectuses, except changes arising from transactions in the ordinary course of the Company's business consistent with its past practices and that arewhich, individually or in the aggregate, have not been material to the business results of operations or financial condition of Company and the Company. All reserves established by the Company Subsidiaries (as hereinafter defined) (taken together as a single enterprise) and except changes that are set forth in or reflected disclosed in the Balance Sheet are adequate. At General Disclosure Package and the Balance Sheet Date, there were no material loss contingencies (as such term is used in Statement of Financial Accounting Standards No. 5 ("Statement No. 5") issued by the Financial Accounting Standards Board in March 1975) that are not adequately provided for in the Balance Sheet as required by Statement No. 5. The Company Financial Statements comply in all material respects with the American Institute of Certified Public Accountants' Statement of Position 97-2. The Company has not had any dispute with any of its auditors regarding accounting matters or policiesFinal Prospectuses.

Company Financial Statements. The Company has delivered to Acquirer as attachments to Schedule 3.8 of audited financial statements for the Company Disclosure Letter (i) audited consolidated balance sheets as of the Company dated December 31, 2000 and December 31, 2001, (ii) an audited consolidated balance sheet of the Company dated June 30, 2002, (iii) the Company's audited consolidated statements of operations, statements of cash flows and statements of changes in stockholders' equity for the years ended December 31, 2000 2009, December 31, 2010 and December 31, 2001, 2011 and (iv) the Company's audited consolidated unaudited financial statements of operations, statements of cash flows and statements of changes in stockholders' equity for the six-month period six (6) months ended June 30, 2002 (all such financial statements of 2012, in each case provided to Parent prior to the Company and any notes thereto, together with the financial statements of the Company delivered to Acquirer pursuant to Section 9.21date hereof, are hereinafter collectively herein referred to as the "“Company Financial Statements"). In addition, ” and the Company has delivered to Acquirer as attachments to Schedule 3.8 balance sheet of the Company Disclosure Letter trueas of June 30, correct and complete copies 2012 (the “Balance Sheet Date”) is herein referred to as the “Company Balance Sheet”. Each of all material the Company Financial Statements (including, in each case, any related notes thereto): (i) was prepared in accordance with accounting policies used principles generally accepted in preparing the United States (“GAAP”) as in effect on the date of such Company Financial Statements (or such other date as may be reflected in such Company Financial Statements), in each case applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of any unaudited portion of the Company Financial Statements. Xxxxx, Xxxxxxxx & Co. is currently auditing the Company's financial statements for the fiscal years ended December 31, 2000 and December 31, 2001. Notwithstanding except as such audit by Xxxxx, Xxxxxxxx & Co., unaudited portion of the Company Financial Statements: Statements may omit footnotes and may be subject to potential year-end adjustments that are not expected, either individually or in the aggregate, to be material); and (aii) are derived from fairly present, in all material respects, the financial position of the Company at the respective dates thereof and are in accordance the results of operations and cash flows for the periods indicated, consistent with the books and records of the Company; Company (b) fairly present except as may be indicated in the financial condition notes thereto or, in the case of any unaudited portion of the Company at the dates therein indicated and the results of operations for the periods therein specified; (c) have been prepared in accordance with GAAP applied on a basis consistent with prior periods Financial Statements, except for any absence of notes to any as such unaudited portion of the unaudited Company Financial Statements; Statements may omit footnotes and (d) may be subject to potential year-end adjustments that are truenot expected, correct and complete either individually or in all material respectsthe aggregate, to be material). The Company has no debt, liability, obligation or commitment No financial statements of any nature, whether accrued, absolute, contingent or otherwise, and whether due or to become due, except for those (a) shown on Person other than the Company's unaudited balance sheet as of June 30, 2002 Company included in the Company Financial Statements (the "Balance Sheet") and (b) that may have been incurred after June 30, 2002 (the "Balance Sheet Date") are required by GAAP to be included in the ordinary course of the Company's business consistent with its past practices and that are, individually or in the aggregate, not material to the business results of operations or financial condition of the CompanyCompany Financial Statements. All reserves established by the Company that are set forth in or reflected in the Balance Sheet are adequate. At the Balance Sheet Date, there were no material loss contingencies (as such term is used in Statement of Financial Accounting Standards No. 5 ("Statement No. 5") issued by the Financial Accounting Standards Board in March 1975) that are not adequately provided for in the Balance Sheet Except as required by Statement No. 5. The GAAP, the Company Financial Statements comply has not, between the last day of its most recently ended fiscal year and the date of this Agreement, made or adopted any material change in all material respects with the American Institute its accounting methods, practices or policies in effect on such last day of Certified Public Accountants' Statement of Position 97-2its most recently ended fiscal year. The Company has not had any material dispute with any of its auditors regarding accounting matters or policiespolicies during any of its past three (3) full fiscal years or during the current fiscal year that is currently outstanding or that resulted (or would reasonably be expected to result) in an adjustment to, or any restatement of, the Company Financial Statements. No current or former independent auditor for the Company has resigned or been dismissed from such capacity as a result of or in connection with any disagreement with the Company on a matter of accounting practices.

Company Financial Statements. The Company has delivered to Acquirer Attached as attachments to Schedule 3.8 Section 2.11 of the Company Disclosure Letter Schedule are the Company’s (i) audited consolidated balance sheets sheet as of the Company dated December 31, 2000 2012 (the “Company Balance Sheet Date”), and December 31, 2001, (ii) an audited consolidated balance sheet of the Company dated June 30, 2002, (iii) the Company's related audited consolidated statements of operationsincome, statements of cash flows flow and statements of changes in stockholders' ’ equity for the years ended December 31, 2000 and December 31, 2001twelve (12) month period then ended, and (ivii) unaudited consolidated balance sheet as of June 30, 2013, and the Company's audited related unaudited consolidated statements of operationsincome, statements of cash flows flow and statements of changes in stockholders' ’ equity for the six-month period six (6) months then ended June 30, 2002 (all such financial statements of the Company and any notes thereto, together with the financial statements of the Company delivered to Acquirer pursuant to Section 9.21, are hereinafter being collectively referred to herein as the "“Company Financial Statements"”). In addition, the Company has delivered to Acquirer as attachments to Schedule 3.8 of the Company Disclosure Letter true, correct and complete copies of all material accounting policies used in preparing the The Company Financial Statements. Xxxxx, Xxxxxxxx & Co. is currently auditing the Company's financial statements for the fiscal years ended December 31, 2000 and December 31, 2001. Notwithstanding such audit by Xxxxx, Xxxxxxxx & Co., the Company Financial Statements: Statements (a) are derived from true and are correct in all material respects, (b) were prepared in accordance with the books and records of the Company; Company and (bc) present fairly present the financial condition of the Company at the date or dates therein indicated and the results of operations and cash flows for the period or periods therein specified; (c) . The Company’s audited consolidated balance sheet as of the Company Balance Sheet Date is referred to hereinafter as the “Current Balance Sheet”. None of the Company, any Company Subsidiary, or to the Company’s knowledge, any current or former employee, advisor, consultant or director of the Company or any Company Subsidiary, has identified or been made aware of any fraud, whether or not material, that involves the Company’s management or other current or former employees, consultants, advisors or directors of the Company or any Company Subsidiary who have been prepared a role in accordance with GAAP applied on a basis consistent with prior periods except for the preparation of financial statements or the internal accounting controls utilized by the Company or any absence of notes to Company Subsidiary, or any claim or allegation regarding any of the unaudited Company Financial Statements; and (d) are true, correct and complete in all material respectsforegoing. The Company has no debt, and the Company Subsidiaries do not have any liability, obligation indebtedness, expense, claim, deficiency, guaranty or commitment endorsement of any naturetype, whether accrued, absolute, contingent contingent, matured, unmatured or otherwise, and whether due or to become dueother, except for those which (ai) shown on the Company's unaudited balance sheet as of June 30, 2002 included have been reflected in the Company Financial Statements (the "Balance Sheet") and (b) that may have been incurred after June 30, 2002 (the "Current Balance Sheet Date"or (ii) have arisen in the ordinary course of the Company's business consistent with its past practices practice since the Company Balance Sheet Date and that are, individually or in the aggregate, not material (x) prior to the business results date hereof or (y) since the date hereof and do not arise from a violation of operations Section 5.1 or financial condition of the Company. All reserves established by the Company that are set forth in or reflected in the Balance Sheet are adequate. At the Balance Sheet Date, there were no material loss contingencies (as such term is used in Statement of Financial Accounting Standards No. 5 ("Statement No. 5") issued by the Financial Accounting Standards Board in March 1975) that are not adequately provided for in the Balance Sheet as required by Statement No. 5Section 5.2 hereof. The Company Financial Statements comply in all material respects with and the American Institute Company Subsidiaries have no outstanding Company Debt as of Certified Public Accountants' Statement of Position 97-2. The Company has not had any dispute with any of its auditors regarding accounting matters or policiesthe date hereof.