Common use of Financial Statements; Liabilities Clause in Contracts

Financial Statements; Liabilities. Copies of each of (a) the audited consolidated financial statements of the Company for the years ended December 31, 2000 and December 31, 1999, (b) the reviewed unaudited consolidated financial statements of the Company for the year ended December 31, 1998, (c) the unaudited financial statements of the Company for the years ended December 31, 1997 and December 31, 1996 and (d) the reviewed unaudited consolidated financial statements of the Company for the three months ended March 31, 2001 and the six months ended June 30, 2001 (collectively, the "Financial Statements") have been provided to the Acquiror. Except as set forth on Schedule 2.4, each of the Financial Statements (including the footnotes thereto) is in accordance with the books and records of the Company, presents fairly and accurately the financial position, assets and liabilities and results of operations and cash flows of the Company and its Subsidiaries at the dates and for the periods indicated and has been prepared in accordance with GAAP. Any interim Financial Statements or unaudited Financial Statements have been prepared on a basis consistent with the audited Financial Statements, subject only to normal and immaterial year-end adjustments and footnote disclosure. The Financial Statements contain appropriate allowances and reserves for the Company's and its Subsidiaries' accounts receivable and other accruals. As of June 30, 2001 (the "Balance Sheet Date"), the Company and its Subsidiaries had no indebtedness or other liability (whether accrued, absolute, contingent or otherwise, and whether due or to become due) which is not disclosed in the Financial Statements (including the footnotes thereto). Except as set forth on Schedule 2.4, neither the Company nor any of its Subsidiaries has incurred since the Balance Sheet Date any indebtedness or liability (whether accrued, absolute, contingent or otherwise, and whether due or to become due), other than those incurred since the Balance Sheet Date in the ordinary course of business.

Financial Statements; Liabilities. Copies of each of (a) Attached hereto as Schedule 3.05 are the audited consolidated financial balance sheets and the related statements of income, stockholders’ equity and cash flows (including the related notes and schedules thereto and reports of independent auditors) of the Company as of and for the years periods ended December 31, 2000 2006, December 31, 2005 and December 31, 19992004, (b) and the reviewed unaudited consolidated financial statements balance sheet and the related statement of the Company income, stockholders’ equity and cash flows as of and for the year nine month period ended December 31, 1998, (c) the unaudited financial statements of the Company for the years ended December 31, 1997 and December 31, 1996 and (d) the reviewed unaudited consolidated financial statements of the Company for the three months ended March 31, 2001 and the six months ended June September 30, 2001 2007 (collectively, the "“Financial Statements") ”). The Financial Statements of the Company present fairly the financial position of the Company as at the dates thereof and its results of operations for the periods covered thereby and have been provided to the Acquirorprepared in all material respects in accordance with generally accepted accounting principles (“GAAP”) consistently applied. Except as expressly set forth in the Financial Statements or Schedule 3.05, (i) subsequent to September 30, 2007, the Company has no liabilities, commitments or obligations, of any nature, whether absolute, accrued, contingent or otherwise and whether or not of a type required to be set forth on Schedule 2.4, each of the Financial Statements (including the footnotes thereto) is in accordance with the books and records of the Company, presents fairly and accurately the financial position, assets and liabilities and results of operations and cash flows of the Company and its Subsidiaries at the dates and for the periods indicated and has been a balance sheet prepared in accordance with GAAP. Any interim Financial Statements or unaudited Financial Statements have been prepared on a basis consistent with GAAP other than (a) liabilities incurred in the audited Financial Statements, subject only to normal and immaterial year-end adjustments and footnote disclosure. The Financial Statements contain appropriate allowances and reserves for ordinary course of business (it being understood the Company's and its Subsidiaries' accounts receivable and other accruals. As business of June 30, 2001 (the "Balance Sheet Date"), the Company is manufacturing, selling, developing or distributing spine or spine-related medical products or accessories and its Subsidiaries had no indebtedness or other liability the NTR Dental Device and related accessories) (whether accrued, absolute, contingent or otherwise, “Ordinary Course of Business”) and whether due or (b) obligations under contracts and commitments incurred in the Ordinary Course of Business and not required under GAAP to become due) which is not disclosed be reflected in the Financial Statements Statements; (including ii) since December 31, 2006, there has been no material adverse change in the footnotes thereto). Except as set forth on Schedule 2.4assets, business, liabilities, properties, condition (financial or otherwise) or results of operations of the Company; (iii) since December 31, 2006, neither the business, condition or operations of the Company nor any of its Subsidiaries properties or assets has incurred been materially or adversely affected as a result of any legislative or regulatory change, any revocation or change in any franchise, license or right to do business, or any other event or occurrence, whether or not insured against; and (iv) since December 31, 2006, the Balance Sheet Date Company has not entered into any indebtedness transaction outside of the Ordinary Course of Business or, except as set forth in Schedule 3.05, made any distribution on its capital stock or liability (whether accrued, absolute, contingent or otherwise, and whether due or to become due), other than those incurred since the Balance Sheet Date in the ordinary course of businessownership interest.

Financial Statements; Liabilities. Copies of each of (a) Attached hereto as Schedule 2.05 are the audited consolidated financial balance sheets and the related statements of income, stockholders’ equity and cash flows (including the related notes and schedules thereto and reports of independent auditors) of the Company as of and for the years period ended December 31, 2000 2002 and December 31, 19992001, (b) and unaudited balance sheet and the reviewed unaudited consolidated financial statements related statement of the Company income, stockholders’ equity and cash flows as of and for the year ended December 31, 1998, (c) the unaudited financial statements of the Company for the years ended December 31, 1997 and December 31, 1996 and (d) the reviewed unaudited consolidated financial statements of the Company for the three months ended March 31, 2001 and the six months month period ended June 30, 2001 2003 (collectively, the "“Financial Statements") ”). The Financial Statements of the Company present fairly the financial position of the Company as at the dates thereof and its results of operations for the periods covered thereby and have been provided to the Acquirorprepared in all material respects in accordance with generally accepted accounting principles (“GAAP”) consistently applied. Except as expressly set forth in the Financial Statements or Schedule 2.05, (i) the Company has no liabilities, commitments or obligations, of any nature, whether absolute, accrued, contingent or otherwise and whether or not of a type required to be set forth on Schedule 2.4, each of the Financial Statements (including the footnotes thereto) is in accordance with the books and records of the Company, presents fairly and accurately the financial position, assets and liabilities and results of operations and cash flows of the Company and its Subsidiaries at the dates and for the periods indicated and has been a balance sheet prepared in accordance with GAAP. Any interim Financial Statements GAAP other than (a) liabilities incurred in the ordinary course of business (it being understood the business of the Company is manufacturing, selling, developing or unaudited Financial Statements have been prepared on a basis consistent with distributing spine or spine-related medical products or accessories and the audited Financial Statements, subject only NTR Dental Device and related accessories) (“Ordinary Course of Business”) subsequent to normal and immaterial year-end adjustments and footnote disclosure. The Financial Statements contain appropriate allowances and reserves for the Company's and its Subsidiaries' accounts receivable and other accruals. As of June 30, 2001 2003 and (b) obligations under contracts and commitments incurred in the "Balance Sheet Date"), the Company Ordinary Course of Business and its Subsidiaries had no indebtedness or other liability (whether accrued, absolute, contingent or otherwise, and whether due or not required under GAAP to become due) which is not disclosed be reflected in the Financial Statements Statements; (including ii) since December 31, 2002, there has been no material adverse change in the footnotes thereto). Except as set forth on Schedule 2.4assets, business, liabilities, properties, condition (financial or otherwise) or results of operations of the Company; (iii) since December 31, 2002, neither the business, condition or operations of the Company nor any of its Subsidiaries properties or assets has incurred been materially or adversely affected as a result of any legislative or regulatory change, any revocation or change in any franchise, license or right to do business, or any other event or occurrence, whether or not insured against; and (iv) since December 31, 2002, the Balance Sheet Date Company has not entered into any indebtedness transaction outside of the Ordinary Course of Business or, except as set forth in Schedule 2.05, made any distribution on its capital stock or liability other ownership interest. As of the date hereof, the Company has cash in an amount equal to no less than seven hundred seventy five thousand dollars (whether accrued, absolute, contingent or otherwise, and whether due or to become due$775,000), other than those incurred since the Balance Sheet Date in the ordinary course of business.

Financial Statements; Liabilities. Copies of each of (a) Attached as Exhibit 3.23 to the audited consolidated Disclosure Schedule are the Company’s unaudited financial statements (balance sheet, statements of operations, stockholders equity and cash flows, without footnotes) as of, and for, the Company for the years ended 12 months and three months ended, (i) December 31, 2000 and December 31, 1999, (b) the reviewed unaudited consolidated financial statements of the Company for the year ended December 31, 1998, (c) the unaudited financial statements of the Company for the years ended December 31, 1997 and December 31, 1996 2010 and (dii) the reviewed unaudited consolidated financial statements of the Company for the three months ended March 31, 2001 and the six months ended June 302011, 2001 respectively (collectively, the "“Financial Statements"”). The Financial Statements (i) have been provided to prepared in good faith using reasonable estimates and assumptions that provide a reasonable basis for presenting the Acquiror. Except as set forth on Schedule 2.4, each historical basis of the Financial Statements (including the footnotes thereto) is in accordance with the books assets and records liabilities of the Company, presents (ii) give appropriate effect to such assumptions, and (iii) present fairly and accurately in all material respects the financial position, assets and liabilities condition and results of operations and cash flows of the Company and its Subsidiaries at the as of such dates and for such periods on the periods indicated and has basis of such assumptions. The Financial Statements have been prepared in accordance with GAAP. Any interim Financial Statements or unaudited Financial Statements have been prepared , applied on a consistent basis throughout the periods indicated and with each other, present fairly the financial condition and results of operations of the Company for each such period, are correct and complete, and are consistent with the audited books and records of the Company, which books and records are correct and complete; provided, however, that the unaudited quarterly financial statements are subject to normal year-end adjustments, which will not be material individually or in the aggregate. Except as set forth in the Financial Statements, subject only to normal and immaterial year-end adjustments and footnote disclosure. The Financial Statements contain appropriate allowances and reserves for the Company's and its Subsidiaries' accounts receivable and other accruals. As of June 30, 2001 (the "Balance Sheet Date"), the Company and its Subsidiaries had has no indebtedness Liabilities or other liability (whether accrued, absoluteobligations, contingent or otherwise, and whether due or to become due) which is not disclosed in the Financial Statements (including the footnotes thereto). Except as set forth on Schedule 2.4, neither the Company nor any of its Subsidiaries has incurred since the Balance Sheet Date any indebtedness or liability (whether accrued, absolute, contingent or otherwise, and whether due or to become due), other than those (i) Liabilities incurred since the Balance Sheet Date either in the ordinary course of business consistent with past practice subsequent to March 31, 2011 (none of which Liabilities results from, arises out of, relates to, is in the nature of or was caused by any breach of contract, accelerated payment, breach of warranty, tort infringement or violation of any applicable Law) or in connection with the negotiation of this Agreement, and (ii) obligations under Contracts incurred in the ordinary course of business consistent with past practice, all of which Liabilities and obligations referred to in the foregoing clauses (i) and (ii), individually or in the aggregate, are not material to the business, operations, Assets, condition (financial or otherwise), results of operations or prospects of the Company.

Financial Statements; Liabilities. Copies of each of (a) Attached as Exhibit 3.25 to the audited consolidated Disclosure Schedule are the Company’s unaudited financial statements (balance sheet, statements of operations, stockholders equity and cash flows, without footnotes) as of, and for, the Company for the years ended 12 months and six months ended, (i) December 31, 2000 and December 31, 1999, (b) the reviewed unaudited consolidated financial statements of the Company for the year ended December 31, 1998, (c) the unaudited financial statements of the Company for the years ended December 31, 1997 and December 31, 1996 2008 and (dii) the reviewed unaudited consolidated financial statements of the Company for the three months ended March 31, 2001 and the six months ended June 30, 2001 2009, respectively (collectively, the "“ Financial Statements"”). The Financial Statements (i) have been provided to prepared in good faith using reasonable estimates and assumptions that provide a reasonable basis for presenting the Acquiror. Except as set forth on Schedule 2.4, each historical basis of the Financial Statements (including the footnotes thereto) is in accordance with the books assets and records liabilities of the Company, presents (ii) give appropriate effect to such assumptions, and (iii) present fairly and accurately in all material respects the financial position, assets and liabilities condition and results of operations and cash flows of the Company and its Subsidiaries at the as of such dates and for such periods on the periods indicated and has basis of such assumptions. The Financial Statements have been prepared in accordance with GAAP. Any interim Financial Statements or unaudited Financial Statements have been prepared , applied on a consistent basis throughout the periods indicated and with each other, present fairly the financial condition and results of operations of the Company for each such period, are correct and complete, and are consistent with the audited books and records of the Company, which books and records are correct and complete; provided, however, that the unaudited quarterly financial statements are subject to normal year-end adjustments, which will not be material individually or in the aggregate. Except as set forth in the Financial Statements, subject only to normal and immaterial year-end adjustments and footnote disclosure. The Financial Statements contain appropriate allowances and reserves for the Company's and its Subsidiaries' accounts receivable and other accruals. As of June 30, 2001 (the "Balance Sheet Date"), the Company and its Subsidiaries had has no indebtedness Liabilities or other liability (whether accrued, absoluteobligations, contingent or otherwise, and whether due or to become due) which is not disclosed in the Financial Statements (including the footnotes thereto). Except as set forth on Schedule 2.4, neither the Company nor any of its Subsidiaries has incurred since the Balance Sheet Date any indebtedness or liability (whether accrued, absolute, contingent or otherwise, and whether due or to become due), other than those (i) Liabilities incurred since the Balance Sheet Date either in the ordinary course of business consistent with past practice subsequent to June 30, 2009 (none of which Liabilities results from, arises out of, relates to, is in the nature of or was caused by any breach of contract, accelerated payment, breach of warranty, tort infringement or violation of any applicable Law) or in connection with the negotiation of this Agreement, and (ii) obligations under Contracts incurred in the ordinary course of business consistent with past practice, all of which Liabilities and obligations referred to in the foregoing clauses (i) and (ii), individually or in the aggregate, are not material to the business, operations, Assets, condition (financial or otherwise), results of operations or prospects of the Company.

Financial Statements; Liabilities. Copies Attached hereto as Schedule 4.5 --------------------------------- of each of (a) the audited consolidated Disclosure Schedule are the following financial statements of the Company (collectively the "Financial Statements"): (a) audited balance sheets and statements of income, statements of shareholders' interest and cash flow as of and for the fiscal years ended December 31, 2000 1997, 1996, and December 311995, 1999, and (b) unaudited balance sheets and related statements of income (the reviewed unaudited consolidated "Most Recent Financial Statements") as of and for each of the months through October 31, 1998 (the "Most Recent Fiscal Period End"). The Financial Statements (other than the Most Recent Financial Statements), including the notes thereto, have been prepared from and are in accordance with the Company's books and records and are in accordance with GAAP, and fairly present the financial statements condition of the Company as of the dates stated and the results of operations of the Company for such periods. The Most Recent Financial Statements have been prepared from and are in accordance with the year ended December 31Company's books and records in accordance with the Company's accounting policies and procedures consistently applied, 1998which, (c) except as set forth in Section 4.5 of the unaudited Disclosure Schedule, generally are in accordance with GAAP, and fairly present the financial statements condition of the Company as of the date stated and the results of operations of the Company for such period, except that the years ended December 31Most Recent Financial Statements contain estimates of certain accruals, 1997 lack footnotes and December 31other presentation items, 1996 and (d) the reviewed unaudited consolidated financial statements are subject to normal year-end adjustments. All accounts payable of the Company for the three months ended March 31, 2001 and the six months ended June 30, 2001 (collectively, the "Financial Statements") have been provided incurred in the Ordinary Course of Business, except for accounts payable not incurred in the Ordinary Course of Business in an aggregate amount not to the Acquirorexceed $100,000. Except as set forth on Schedule 2.4, each Section 4.5 of the Financial Statements (including Disclosure Schedule, to the footnotes thereto) is in accordance with the books and records Knowledge of the Company, presents fairly and accurately the financial position, assets and liabilities and results of operations and cash flows of the Company and its Subsidiaries at the dates and for the periods indicated and has been prepared in accordance with GAAP. Any interim Financial Statements or unaudited Financial Statements have been prepared on a basis consistent with the audited Financial Statements, subject only to normal and immaterial year-end adjustments and footnote disclosure. The Financial Statements contain appropriate allowances and reserves for the Company's and its Subsidiaries' accounts receivable and other accruals. As of June 30, 2001 (the "Balance Sheet Date")Sellers, the Company and its Subsidiaries had no indebtedness does not have any material liability or other liability (whether accrued, absolute, contingent or otherwise, and whether due or to become due) which is not disclosed in the Financial Statements (including the footnotes thereto). Except as set forth on Schedule 2.4, neither the Company nor obligation of any of its Subsidiaries has incurred since the Balance Sheet Date any indebtedness or liability (whether accrued, absolute, contingent or otherwise, and whether due or to become due), other than those incurred since the Balance Sheet Date in the ordinary course of business.nature except: