Common use of Financial Information; Books and Records Clause in Contracts

Financial Information; Books and Records. (a) True and complete copies of (i) the Reference Statement of Net Assets and (ii) the balance sheets of each Purchased Distribution Center and Purchased Store as of December 28, 2002, January 3, 2004 and January 1, 2005, and the related statements of income and stockholder’s equity (collectively referred to herein as the “Financial Statements”), have been delivered by the Seller to the Purchaser. The Reference Statement of Net Assets (i) was prepared in accordance with the books of account and other financial records of the Seller, (ii) presents fairly, in all material respects, the financial position of the Purchased Business as of the date thereof (except that it excludes the Excluded Assets and Excluded Liabilities), (iii) has been prepared in accordance with subsection (iii) of the following sentence, applied on a basis consistent with the past practices of the Seller (except that it excludes the Excluded Assets and Excluded Liabilities), and (iv) includes, all adjustments (consisting only of normal recurring adjustments) that are necessary for a fair presentation of the financial position of the Purchased Business as of the date thereof. The Financial Statements (i) were prepared in accordance with the books of account and other financial records of the Seller, (ii) present fairly, in all material respects, the financial position and results of operations of the Purchased Business as of the dates thereof or for the periods covered thereby, and (iii) have been prepared in accordance with GAAP, except as set forth in Section 3.04(a) of the Disclosure Schedule (the “GAAP Exceptions”), applied on a basis consistent with the past practices of the Seller and (iv) include all adjustments (consisting only of normal recurring adjustments) that are necessary for a fair presentation of the financial position of the Purchased Business and the results of the operations of the Purchased Business as of the dates thereof or for the periods covered thereby.

Financial Information; Books and Records. (a) True and complete copies of (i) the Reference Statement of Net Assets and (ii) the balance sheets of each Purchased Distribution Center and Purchased Store as of December 28, 2002, January 3, 2004 and January 1, 2005, and the related statements of income and stockholder’s 's equity (collectively referred to herein as the “"Financial Statements”"), have been delivered by the Seller to the Purchaser. The Reference Statement of Net Assets (i) was prepared in accordance with the books of account and other financial records of the Seller, (ii) presents fairly, in all material respects, the financial position of the Purchased Business as of the date thereof (except that it excludes the Excluded Assets and Excluded Liabilities), (iii) has been prepared in accordance with subsection (iii) of the following sentence, applied on a basis consistent with the past practices of the Seller (except that it excludes the Excluded Assets and Excluded Liabilities), and (iv) includes, all adjustments (consisting only of normal recurring adjustments) that are necessary for a fair presentation of the financial position of the Purchased Business as of the date thereof. The Financial Statements (i) were prepared in accordance with the books of account and other financial records of the Seller, (ii) present fairly, in all material respects, the financial position and results of operations of the Purchased Business as of the dates thereof or for the periods covered thereby, and (iii) have been prepared in accordance with GAAP, except as set forth in Section 3.04(a) of the Disclosure Schedule (the “"GAAP Exceptions”"), applied on a basis consistent with the past practices of the Seller and (iv) include all adjustments (consisting only of normal recurring adjustments) that are necessary for a fair presentation of the financial position of the Purchased Business and the results of the operations of the Purchased Business as of the dates thereof or for the periods covered thereby.

Financial Information; Books and Records. (aA) True and complete copies of (i) the Reference Statement audited balance sheet of Net Assets the Company for each of the three fiscal years ended as of December 31, 2003, December 31, 2004 and December 31, 2005, previously filed with U.S. DOE on behalf of the Company or the Institution, and the related audited statements of income, retained earnings, stockholders' equity and changes in financial position of the Company, together with all related notes and schedules thereto, accompanied by the reports thereon of the Sellers' Accountants (collectively referred to as the "Financial Statements"), and (ii) the unaudited balance sheets sheet of each Purchased Distribution Center and Purchased Store the Company as of December February 28, 2002, January 3, 2004 and January 1, 2005, 2006 and the related statements of income income, retained earnings, stockholders' equity and stockholder’s equity changes in financial position of the Business, together with all related notes and schedules thereto (collectively referred to herein as the “"Interim Financial Statements”), ") have been delivered by the Seller Sellers to the Purchaser. The Reference Statement of Net Assets (i) was prepared in accordance with Financial Statements and the books of account and other financial records of the Seller, (ii) presents fairly, in all material respects, the financial position of the Purchased Business as of the date thereof (except that it excludes the Excluded Assets and Excluded Liabilities), (iii) has been prepared in accordance with subsection (iii) of the following sentence, applied on a basis consistent with the past practices of the Seller (except that it excludes the Excluded Assets and Excluded Liabilities), and (iv) includes, all adjustments (consisting only of normal recurring adjustments) that are necessary for a fair presentation of the financial position of the Purchased Business as of the date thereof. The Interim Financial Statements (iA) were prepared in accordance with the books of account and other financial records of the SellerCompany, (iiB) present fairly, fairly in all material respects, respects the financial position condition and results of operations of the Purchased Business Company as of the dates thereof or for the periods covered thereby, and (iiiC) have been prepared in accordance with GAAP, except as set forth in Section 3.04(a) of the Disclosure Schedule (the “GAAP Exceptions”), and GAGAS applied on a basis consistent with the past practices of the Seller Company, and (ivD) include all adjustments (consisting only of normal recurring adjustmentsaccruals) that are necessary for a fair presentation of the financial position condition of the Purchased Business Company and the results of the operations of the Purchased Business Company as of the dates thereof or for the periods covered thereby.

Financial Information; Books and Records. (a) True and complete copies of (i) the Reference Statement unaudited statement of Net Assets net assets of the BPH Business for the two fiscal years ended immediately prior to the date hereof and the related unaudited statements of income and cash flows, together with all related notes and schedules thereto (all such financial statements being the “Financial Statements”) and (ii) the balance sheets unaudited statement of each Purchased Distribution Center and Purchased Store net assets of the BPH Business as of December 28, 2002, January 3, 2004 and January 1, 2005, the quarter ended immediately prior to the date hereof and the related unaudited statements of income and stockholder’s equity cash flows (collectively referred to herein as all such financial statements being the “Interim Financial Statements”), ) have been delivered by the Seller to the Purchaser. The Reference Statement of Net Assets (i) was prepared in accordance with Financial Statements and the books of account and other financial records of the Seller, (ii) presents fairly, in all material respects, the financial position of the Purchased Business as of the date thereof (except that it excludes the Excluded Assets and Excluded Liabilities), (iii) has been prepared in accordance with subsection (iii) of the following sentence, applied on a basis consistent with the past practices of the Seller (except that it excludes the Excluded Assets and Excluded Liabilities), and (iv) includes, all adjustments (consisting only of normal recurring adjustments) that are necessary for a fair presentation of the financial position of the Purchased Business as of the date thereof. The Interim Financial Statements (iA) were prepared in accordance with the books of account and other financial records of the Seller, (iiB) present fairly, in all material respects, fairly the financial position condition and results of operations of the Purchased BPH Business as of the dates thereof or for the periods covered thereby, and (iiiC) have been prepared in accordance with GAAP, except as set forth in Section 3.04(a) of the Disclosure Schedule (the “GAAP Exceptions”), applied on a basis consistent with the past practices of the Seller in the preparation of its audited financial statements and (ivD) include all adjustments (consisting only of normal recurring adjustmentsaccruals) that are necessary for a fair presentation of the financial position of the Purchased Business condition and the results of the operations of the Purchased BPH Business as of the dates thereof or for the periods covered thereby, subject in the case of the Interim Financial Statements to normal recurring year-end adjustments and the absence of footnotes.