Common use of Financial Statements; Liabilities Clause in Contracts

Financial Statements; Liabilities. SURGICOE has previously furnished to USP (a) the unaudited consolidated balance sheets of SURGICOE and its Subsidiaries at December 31, 1999 and December 31, 2000, and the related consolidated statements of income for the fiscal years then ended, and (b) an unaudited consolidated balance sheet of SURGICOE and its Subsidiaries (the “Balance Sheet”) at December 31, 2001 (the “Balance Sheet Date”) and the related statements of income for the 12 months then ended. The Balance Sheet is attached hereto as Schedule 3.5. Such balance sheets (including any related notes and schedules) fairly present the consolidated financial position of SURGICOE as of their dates, and such other financial statements (including any related notes and schedules) fairly present the consolidated results of operations or other information included therein of SURGICOE and its Subsidiaries for the periods or as of the dates therein set forth, in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except (x) as to the interim unaudited statements, for normal year-end adjustments and only as such principles apply to interim unaudited statements, (y) for certain leases that are treated as operating leases in said financial statement but which the parties have treated as debt in their calculations of the Closing Date Consideration and (z) they do not include the footnotes required by generally accepted accounting principles. Except as reflected or disclosed in the Balance Sheet or a Schedule attached hereto, other than liabilities of the type set forth in the Balance Sheet that are incurred since the Balance Sheet Date in the ordinary course of their respective businesses and liabilities incurred in connection with the proposed Merger or otherwise contemplated or permitted by this Agreement, neither SURGICOE nor any of its Subsidiaries is as of the date hereof subject to any material liability, including without limitation contingent liabilities.

Financial Statements; Liabilities. SURGICOE has previously furnished to USP (a) Attached as Schedule 3.5 are true and complete copies of the unaudited consolidated audited balance sheets sheet of SURGICOE and its Subsidiaries at the Company as of December 31, 1999 2000 (the December 31, 2000 balance sheet is hereinafter referred to as the "2000 Balance Sheet"), and the related audited statements of income, stockholders' equity and cash flow for the fiscal year ended December 31, 2000, together with the report thereon issued by PricewaterhouseCoopers LLP and together with the related consolidated statements of income for the fiscal years then ended, and (b) an unaudited consolidated balance sheet of SURGICOE and its Subsidiaries notes thereto (the “Balance Sheet”) at December 31"Audited Financial Statements"). Also attached as Schedule 3.5 are the unaudited financial statements, including balance sheet, statement of income, stockholder's equity and statement of cash flow, for and as of September 30, 2001 (the “Balance Sheet Date”) "Unaudited Financial Statements" and together with the Audited Financial Statements referred to herein collectively as the "Company Financial Statements"). The Company Financial Statements are in accordance with books and records of the Company, and fairly present, subject in the case of the Unaudited Financial Statements to year end audit adjustments and the related statements absence of income for footnotes, the 12 months then ended. The Balance Sheet is attached hereto as Schedule 3.5. Such balance sheets (including any related notes financial position, results of operations, stockholders' equity and schedules) fairly present changes in the consolidated financial position of SURGICOE as of their dates, and such other financial statements (including any related notes and schedules) fairly present the consolidated results of operations or other information included therein of SURGICOE and its Subsidiaries for the periods or Company as of the dates therein set forth, in each case and for the periods indicated in accordance with generally accepted accounting principles consistently applied during the periods involvedGAAP, except (x) as to indicated therein or in the interim unaudited statementsnotes thereto. The Company Financial Statements include all adjustments, which consist of only normal recurring accruals, necessary for normal yearsuch fair presentations. The statements of income included in the Company Financial Statements do not contain any items of special or non-end adjustments recurring income except as expressly identified therein, and only the balance sheets included in the Company Financial Statements do not reflect any write up or revaluation increasing the book value of any assets except as such principles apply to interim unaudited statements, (y) for certain leases that are treated as operating leases in said financial statement but which the parties have treated as debt in their calculations expressly identified therein. The books and accounts of the Closing Date Consideration Company are complete and (z) they do not include current and fairly reflect all of the footnotes required by generally accepted accounting principles. Except as reflected or disclosed in the Balance Sheet or a Schedule attached heretotransactions, other than items of income and expense and all assets and liabilities of the type set forth businesses of the Company consistent with prior practices of the Company. The Company does not have any liability of any nature whatsoever (whether known or unknown, due or to become due, accrued, absolute, contingent or otherwise), including, without limitation, any unfunded obligation under employee benefit plans or arrangements as described in Sections 3.16 and 3.17 hereof or liabilities for Taxes, except for liabilities reflected or reserved against in the Balance Sheet that are incurred since the Balance Sheet Date in the ordinary course of their respective businesses Unaudited Financial Statement and current liabilities incurred in connection with the proposed Merger or otherwise contemplated or permitted by this Agreement, neither SURGICOE nor any Ordinary Course of its Subsidiaries is as Business after the date of the date hereof subject to any material liability, including without limitation contingent liabilitiesUnaudited Financial Statements.

Financial Statements; Liabilities. SURGICOE has previously furnished to USP (a) the unaudited The consolidated balance sheets sheet of SURGICOE APHI and its consolidated Subsidiaries at as of December 31, 1999 1996 and December 31, 20001995, and the related consolidated statements of income operations, common stockholders' equity (deficit), and cash flows for the fiscal years then ended, ended (including the related notes thereto) accompanied by the report of KPMG Peat Marwick LLP previously delivered to Refraco and (battached hereto as Section 4.6(a)(i) an to the APHI Disclosure Schedule and the unaudited consolidated balance sheet of SURGICOE APHI and its consolidated Subsidiaries (the “Balance Sheet”) at December 31as of September 30, 2001 (the “Balance Sheet Date”) 1997, and the related consolidated statements of income operations, common stockholders' equity (deficit), and cash flows for the 12 months nine-month period then ended. The Balance Sheet is , certified by the principal financial and accounting officer of APHI (including the related notes thereto) previously delivered to Refraco and attached hereto as Section 4.6(a)(ii) to the APHI Disclosure Schedule 3.5. Such balance sheets have been prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods involved (including any related except as may be indicated in the notes thereto), and schedules) fairly present the consolidated financial position of SURGICOE APHI and its consolidated Subsidiaries as of their dates, at the date thereof and such other financial statements (including any related notes and schedules) fairly present the consolidated results of its operations and changes in financial position for the period indicated, except that the unaudited interim financial statements were or other information included therein are subject to normal and recurring year-end adjustments which were not or are not expected to be material in amount. The unaudited pro forma consolidated balance sheet of SURGICOE APHI and its consolidated Subsidiaries (excluding the AM Division) as of September 30, 1997, and the related consolidated statements of operations, common stockholders' equity (deficit), and cash flows for the periods or nine-month period then ended, certified by the principal financial and accounting officer of APHI (including the related notes thereto) previously delivered to Refraco and attached hereto as of Section 4.6(a)(iii) to the dates therein set forth, in each case APHI Disclosure Schedule have been prepared in accordance with generally accepted accounting principles consistently applied during on a consistent basis throughout the periods involvedinvolved (except as may be indicated in the notes thereto), and fairly present the consolidated financial position of APHI and its consolidated Subsidiaries (excluding the AM Division) as at the date thereof and the consolidated results of its operations and changes in financial position for the period indicated, except (x) as that the unaudited interim financial statements were or are subject to the interim unaudited statements, for normal and recurring year-end adjustments and only as such principles apply which were not or are not expected to interim unaudited statements, (y) for certain leases that are treated as operating leases be material in said financial statement but which the parties have treated as debt in their calculations of the Closing Date Consideration and (z) they do not include the footnotes required by generally accepted accounting principles. Except as reflected or disclosed in the Balance Sheet or a Schedule attached hereto, other than liabilities of the type set forth in the Balance Sheet that are incurred since the Balance Sheet Date in the ordinary course of their respective businesses and liabilities incurred in connection with the proposed Merger or otherwise contemplated or permitted by this Agreement, neither SURGICOE nor any of its Subsidiaries is as of the date hereof subject to any material liability, including without limitation contingent liabilitiesamount.

Financial Statements; Liabilities. SURGICOE Parent has previously furnished filed all reports, schedules, forms, statements and other documents required to USP (a) be filed by it with the unaudited consolidated balance sheets of SURGICOE and its Subsidiaries at December 31, 1999 and December 31, 2000, and the related consolidated statements of income for the fiscal years then ended, and (b) an unaudited consolidated balance sheet of SURGICOE and its Subsidiaries SEC (the “Balance SheetSEC Reports”) at December 31pursuant to Section 15(d) of the Securities Exchange Act of 1934, 2001 as amended (the “Balance Sheet DateExchange Act”). As of its respective filing date, each SEC Report complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Report. Except to the extent that information contained in any SEC Report has been revised or superseded by a later SEC Report, none of the SEC Reports contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of Parent included in the SEC Reports comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with the U.S. generally accepted accounting principles (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and the related statements of income for the 12 months then ended. The Balance Sheet is attached hereto as Schedule 3.5. Such balance sheets (including any related notes and schedules) fairly present the consolidated financial position of SURGICOE as of their dates, and such other financial statements (including any related notes and schedules) fairly present the consolidated results of operations or other information included therein of SURGICOE and its Subsidiaries for the periods or Parent as of the dates therein set forththereof and the results of its operations and cash flows for the periods shown (subject, in each the case in accordance with generally accepted accounting principles consistently applied during the periods involved, except (x) as to the interim of unaudited statements, for to normal year-end adjustments audit adjustments). The Parent does not have any Liabilities, and only as there is no existing condition, situation or set of circumstances which could reasonably be expected to result in such principles apply to interim unaudited statements, (y) for certain leases that are treated as operating leases in said financial statement but which the parties have treated as debt in their calculations of the Closing Date Consideration and (z) they do not include the footnotes required by generally accepted accounting principles. Except as reflected or disclosed in the Balance Sheet or a Schedule attached heretoLiability, other than liabilities of the type set forth in the Balance Sheet that are (i) Liabilities incurred since the Balance Sheet Date in the ordinary course of their respective businesses business subsequent to July 31, 2010, and liabilities (ii) obligations under Contracts and commitments incurred in connection with the proposed Merger or otherwise contemplated or permitted by this Agreementordinary course of business and not required under generally accepted accounting principles to be reflected in the SEC Reports, neither SURGICOE nor any of its Subsidiaries is as of which, in both cases, individually and in the date hereof subject aggregate, would not be reasonably expected to any material liability, including without limitation contingent liabilitiesresult in a Parent Material Adverse Effect.

Financial Statements; Liabilities. SURGICOE Seller has previously furnished to USP Buyer (a) the an unaudited consolidated balance sheets sheet of SURGICOE and its Subsidiaries ASC at December 31, 1999 and December 31, 2000, and the related consolidated statements statement of income for the fiscal years year then ended, and (b) an unaudited consolidated balance sheet of SURGICOE and its Subsidiaries ASC (the “Balance Sheet”) at December 31, 2001 (the “Balance Sheet Date”) and the related statements statement of income for the 12 months then ended. The Balance Sheet is attached hereto as Schedule 3.5. Such balance sheets (including any related notes and schedules) fairly present the consolidated financial position of SURGICOE ASC as of their dates, and such other financial statements (including any related notes and schedules) fairly present the consolidated results of operations or other information included therein of SURGICOE and its Subsidiaries ASC for the periods or as of the dates therein set forth, in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except (x) as to the interim unaudited statements, for normal year-end adjustments and only as such principles apply to interim unaudited statements, (y) for certain leases that are treated as operating leases in said financial statement but which the parties have treated as debt in their calculations the calculation of the Closing Date Consideration Payment and (z) they do not include the footnotes required by generally accepted accounting principles. Except as reflected or disclosed in the Balance Sheet or a Schedule attached hereto, other than liabilities of the type set forth in the Balance Sheet that are incurred since the Balance Sheet Date in the ordinary course of their respective businesses business and liabilities incurred in connection with the proposed Merger Agreement or this Agreement or otherwise contemplated or permitted by this Agreement or the Merger Agreement, neither ASC nor SURGICOE nor any of its Subsidiaries Real Estate is as of the date hereof subject to any material liability, including without limitation contingent liabilities.

Financial Statements; Liabilities. SURGICOE The Company has previously furnished to USP (a) the Purchaser the unaudited consolidated balance sheets of SURGICOE and its Subsidiaries at December 31, 1999 and December 31, 2000, and the related consolidated statements of income for the fiscal years then ended, and (b) an unaudited consolidated balance sheet of SURGICOE and its Subsidiaries the Company (the “"Balance Sheet”") at December 31as of June 30, 2001 (the “"Balance Sheet Date”") and the related unaudited statements of income and cash flows of the Company for the 12 months then endedsix-month period ended on the Balance Sheet Date, as well as the unaudited balance sheet and the related unaudited statements of income and cash flows of the Company for the calendar year ending December 31, 2000 (the "Financial Information"). The Balance Sheet Financial Information (i) is attached hereto as Schedule 3.5. Such balance sheets in accordance with the books and records of the Company, (including any related notes ii) presents fairly the financial condition of the Company at the respective dates indicated therein and schedules) fairly present the consolidated financial position of SURGICOE as of their dates, and such other financial statements (including any related notes and schedules) fairly present the consolidated results of operations or other information included therein of SURGICOE and its Subsidiaries cash flows for the periods or as specified, and (iii) with the exception of the dates therein set fortha lack of footnote disclosures, in each case has been prepared in accordance with generally accepted accounting principles consistently applied during applied. The Balance Sheet reflects all liabilities of the periods involvedCompany as of the Balance Sheet Date that are required, except (x) as under generally accepted accounting principles, to be reflected on a balance sheet. As of the Balance Sheet Date, the Company had no contingent or unasserted liabilities which are not disclosed in the Balance Sheet. The Company has also furnished to the interim Purchaser an unaudited statementsbalance sheet of the Company as of September 30 (the "Closing Date Balance Sheet"), for normal year-end adjustments which has been prepared and only presented on a basis consistent in all respects (including the principles, practices and methods of accounting) employed in the preparation of the Balance Sheet. The Closing Date Balance Sheet reflects all liabilities of the Company as such principles apply to interim unaudited statements, (y) for certain leases that are treated as operating leases in said financial statement but which the parties have treated as debt in their calculations of the Closing Date Consideration and (z) they do not include the footnotes required by that are required, under generally accepted accounting principles, to be reflected on a balance sheet. Except as reflected As of the Closing Date, the Company has no contingent or unasserted liabilities which are not disclosed in the Closing Date Balance Sheet. All reserves reflected on the Closing Date Balance Sheet or a Schedule attached hereto, other than liabilities of are adequate and consistent with the type set forth in reserves customarily maintained by the Balance Sheet that are incurred since Company with respect to the Balance Sheet Date matters covered thereby in the ordinary course of their respective businesses and liabilities incurred business. Except as set forth on the Closing Date Balance Sheet or in connection with the proposed Merger or otherwise contemplated or permitted by this Agreement, neither SURGICOE nor any of its Subsidiaries is as Section 2.03 of the date hereof subject to Disclosure Schedule, the Company has no liabilities of any material liabilitykind, including without limitation whether accrued or unaccrued, contractual, contingent liabilitiesor otherwise.