Common use of Financial Statements and Undisclosed Liabilities Clause in Contracts

Financial Statements and Undisclosed Liabilities. (a) The Company has previously delivered to Buyer a true, complete and correct copy of its audited consolidated financial statements for the years ended December 31, 1995 and 1994 (the "Audited Financial Statements") and its unaudited consolidated balance sheet of the Company and its consolidated subsidiaries as of June 30, 1996 (the "Current Balance Sheet") and the related statements of operations and accumulated deficit and cash flows for the six-month period then ended (collectively with the Current Balance Sheet, the "Current Financial Statements"). The Audited Financial Statements and the Current Financial Statements were prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis throughout the periods indicated (except as may be otherwise indicated in the notes thereto and except that the Current Financial Statements do not contain footnotes meeting the requirements of GAAP) and fairly present the consolidated financial position, accumulated deficit and results of operations of the Company and its subsidiaries on a consolidated basis as at the respective dates thereof and for the respective periods indicated therein (subject, in the case of the Current Financial Statements, to normal year-end adjustments consistent with past practice). (b) Except (i) as set forth in the Current Financial Statements, (ii) as set forth in or described in this Agreement or the Disclosure Letter, (iii) for liabilities incurred in the ordinary course of business since December 31, 1995 which would be required to be included as a liability on a consolidated balance sheet prepared in accordance with GAAP as of the date hereof, or (iv) all other liabilities or obligations incurred in the ordinary course of business, the Company and its subsidiaries do not have any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise), except for any liability or obligation which will not have a Company Material Adverse Effect. 2.8

Financial Statements and Undisclosed Liabilities. (a) The Company CVB has previously delivered to Buyer a true, complete and correct copy of Citizens its audited consolidated financial statements of CVB and its Subsidiaries for the fiscal years ended December 31, 1995 1992, 1993 and 1994, as reported in CVB's Annual Report on Form 10-K for the fiscal year ended December 31, 1994 filed with the Securities and Exchange Commission (the "Audited Financial StatementsSEC") under the Exchange Act and certified by independent certified public accountants. CVB has delivered to Citizens its unaudited consolidated balance sheet financial statements of the Company CVB and its consolidated subsidiaries as of Subsidiaries for six months ending June 30, 1996 (the "Current Balance Sheet") and the related statements of operations and accumulated deficit and cash flows for the six1995 as reported in CVB's Quarterly Reports on Form 10-month period then ended (collectively Q filed with the Current Balance Sheet, SEC under the "Current Financial Statements")Exchange Act. The Audited Financial Statements and the Current Financial Statements financial statements delivered by CVB to Citizens were prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis throughout GAAP except as disclosed therein or in the notes thereto and present fairly the financial position of CVB as of the dates thereof and the results of operations and changes in shareholders' equity and cash flows as applicable for the periods indicated then ended. None of CVB's financial statements contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not misleading. Each of CVB's financial statements (including the related notes, where applicable) comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC, except as may be otherwise indicated in the notes thereto and except that the Current Financial Statements do not contain footnotes meeting the requirements of GAAP) and fairly present the consolidated financial position, accumulated deficit and results of operations of the Company and its subsidiaries on a consolidated basis as at the respective dates thereof and for the respective periods indicated therein (subjector, in the case of the Current Financial Statementsunaudited statements, to normal yearas permitted by Form 10-end adjustments consistent with past practice). (b) Q. Except (i) as set forth in the Current Financial Statements, CVB Disclosure Schedule and (ii) as set forth in or described in this Agreement or the Disclosure Letter, (iii) for liabilities incurred in the ordinary course of business since December 31, 1995 1994, as of the date hereof neither CVB nor any of its Subsidiaries has any material liability relating to their respective businesses, which would be is required to be included as a liability on a consolidated balance sheet prepared in accordance with GAAP to be reflected on an audited consolidated balance sheet of CVB and which was not disclosed on the audited consolidated balance sheet of CVB as of the date hereofDecember 31, or (iv) all other liabilities or obligations incurred in the ordinary course of business, the Company and its subsidiaries do not have any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise), except for any liability or obligation which will not have a Company Material Adverse Effect1994. 2.851

Financial Statements and Undisclosed Liabilities. Sellers have heretofore furnished to Purchaser true and complete copies of (ai) The Company has previously delivered to Buyer a true, complete and correct copy of its the audited consolidated financial statements for of the years ended Company as of December 31, 1995 and 1994 1999, (ii) the "Audited Financial Statements") and its unaudited consolidated balance sheet of the Company at June 30, 2000, and its consolidated subsidiaries (iii) the related unaudited statement of income and retained earnings and statement of cash flows for the Company as of June 30, 1996 2000, together with the notes thereto (collectively, the "Current Balance Sheet") and Financial Statements," copies of which are attached hereto as Exhibit 4.8). To the related statements best knowledge of Sellers, the Financial Statements present fairly the financial position, results of operations and accumulated deficit and cash flows for the six-month period then ended (collectively with the Current Balance Sheet, the "Current Financial Statements"). The Audited Financial Statements and the Current Financial Statements were prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis throughout the periods indicated (except as may be otherwise indicated in the notes thereto and except that the Current Financial Statements do not contain footnotes meeting the requirements of GAAP) and fairly present the consolidated financial position, accumulated deficit and results of operations flow of the Company and its subsidiaries on a consolidated basis as at of the respective dates thereof date and for the respective periods indicated therein (subject, period indicated. Except as disclosed in the case of the Current Financial Statements, to normal year-end adjustments consistent with past practice). (b) Except (i) as set forth in the Current Financial Statementsbest of Sellers' knowledge after investigation, (ii) as set forth in or described in this Agreement or the Disclosure Letter, (iii) for liabilities incurred in the ordinary course of business since December 31, 1995 which would be required to be included as a liability on a consolidated balance sheet prepared in accordance with GAAP as of the date hereof, or (iv) all other Company has no material liabilities or obligations incurred in the ordinary course of business, the Company and its subsidiaries do not have any liability or obligation of any nature (kind, whether accrued, absolute, contingent or otherwise), except whether or not such liabilities or obligations would have been required to be disclosed on a balance sheet prepared in conformity with GAAP, other than liabilities and obligations incurred since June 30, 2000 in the ordinary course of business and consistent with past practices. Without limiting the generality of the foregoing, to the best of Sellers' knowledge after investigation, the Company has no material liability (and there is no basis for any liability present or obligation which will not have future charge, complaint, action, suit, proceeding, hearing, investigation, claim or demand against it giving rise to any material liability) arising out of any injury to persons or property as a result of the ownership, possession or use of any product manufactured, sold, leased or delivered by the Company Material Adverse Effector any of the Company's dealers or representatives, other than liabilities and obligations incurred since June 30, 2000 in the ordinary course of business and consistent with past practices. 2.8Third-party accountants retained by Purchaser prepared the audited financial statements of the Company as of December 31, 1999. Although Sellers make no representation as to the correctness of such audited financials, Sellers do represent that all of the information provided by Sellers and the Company to the accountants for the preparation of such audited financials was correct.

Financial Statements and Undisclosed Liabilities. Sellers have heretofore furnished to Purchaser true and complete copies of (ai) The Company has previously delivered to Buyer a true, complete and correct copy of its the audited consolidated financial statements for of the years ended Company as of December 31, 1995 and 1994 1999, (ii) the "Audited Financial Statements") and its unaudited consolidated balance sheet of the Company at June 30, 2000, and its consolidated subsidiaries (iii) the related unaudited statement of income and retained earnings and statement of cash flows for the Company as of June 30, 1996 2000, together with the notes thereto (collectively, the "Current Balance Sheet") and Financial Statements," copies of which are attached hereto as EXHIBIT 4.8). To the related statements best knowledge of Sellers, the Financial Statements present fairly the financial position, results of operations and accumulated deficit and cash flows for the six-month period then ended (collectively with the Current Balance Sheet, the "Current Financial Statements"). The Audited Financial Statements and the Current Financial Statements were prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis throughout the periods indicated (except as may be otherwise indicated in the notes thereto and except that the Current Financial Statements do not contain footnotes meeting the requirements of GAAP) and fairly present the consolidated financial position, accumulated deficit and results of operations flow of the Company and its subsidiaries on a consolidated basis as at of the respective dates thereof date and for the respective periods indicated therein (subject, period indicated. Except as disclosed in the case of the Current Financial Statements, to normal year-end adjustments consistent with past practice). (b) Except (i) as set forth in the Current Financial Statementsbest of Sellers' knowledge following diligent review, (ii) as set forth in or described in this Agreement or the Disclosure Letter, (iii) for liabilities incurred in the ordinary course of business since December 31, 1995 which would be required to be included as a liability on a consolidated balance sheet prepared in accordance with GAAP as of the date hereof, or (iv) all other Company has no material liabilities or obligations incurred in the ordinary course of business, the Company and its subsidiaries do not have any liability or obligation of any nature (kind, whether accrued, absolute, contingent or otherwise), except whether or not such liabilities or obligations would have been required to be disclosed on a balance sheet prepared in conformity with GAAP, other than liabilities and obligations incurred since June 30, 2000 in the ordinary course of business and consistent with past practices. Without limiting the generality of the foregoing, to the best of Sellers' knowledge following diligent review, the Company has no material liability (and there is no basis for any liability present or obligation which will not have future charge, complaint, action, suit, proceeding, hearing, investigation, claim or demand against it giving rise to any material liability) arising out of any injury to persons or property as a result of the ownership, possession or use of any product manufactured, sold, leased or delivered by the Company Material Adverse Effector any of the Company's dealers or representatives, other than liabilities and obligations incurred since June 30, 2000 in the ordinary course of business and consistent with past practices. 2.8Third-party accountants retained by Purchaser prepared the audited financial statements of the Company as of December 31, 1999. Although Sellers make no representation as to the correctness of such audited financials, Sellers do represent that all of the information provided by Sellers and the Company to the accountants for the preparation of such audited financials was correct.