Common use of FINAL FINANCIAL STATEMENTS Clause in Contracts

FINAL FINANCIAL STATEMENTS. The COMPANY shall provide prior to the Closing Date, and HOLDING shall have had sufficient time prior thereto to review, the unaudited consolidated balance sheets of the COMPANY as of the end of each fiscal quarter following the Balance Sheet Date that ends at least 45 days prior to the Closing Date (or if sooner, that ends on the 135th day following the end of the prior fiscal quarter for which financial statements were provided to HOLDING pursuant to Section 5.9 or this Section 7.10), and the unaudited consolidated statements of income, cash flows and retained earnings of the COMPANY for all fiscal quarters ended after the Balance Sheet Date, disclosing no material adverse change in the financial condition of the COMPANY or the results of its operations from the financial statements as of the Balance Sheet Date. Upon delivery of such financial statements, each STOCKHOLDER (except for those STOCKHOLDERS listed on Schedule 5(A)) shall be deemed to represent and warrant, jointly and severally to HOLDING and NEWCO that (a) such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods indicated (except as noted therein) and (b) except as noted in such financial statements, all of such financial statements present fairly in all material respects the financial position of the COMPANY as of the dates indicated thereon and the results of operations and cash flows of the COMPANY for the periods indicated thereon.