Common use of Seller Financial Statements Clause in Contracts

Seller Financial Statements. Attached hereto as Schedule 5.10 are (i) the consolidated balance sheet of Seller as of December 31, 1997, and the related statements of income, Principal Stockholders' equity and statements of cash flows of Seller and Seller Subsidiaries for the year ended December 31, 1997 (collectively, the "Seller Financial Statements"); and (ii) the unaudited consolidated balance sheet of Seller and Seller Subsidiaries as of February 28, 1998 (the "Seller Current Balance Sheet") and the related statements of income, Principal Stockholders' equity and statements of cash flows of Seller and Seller Subsidiaries for the two (2) month period ended February 28, 1998, (collectively, the "Seller Current Financial Statements"). Seller Financial Statements and Seller Current Financial Statements are sometimes collectively referred to herein as the "Seller Financial Statements." Seller Financial Statements (a) have been prepared in accordance with generally accepted accounting principles consistently applied (except as may be indicated therein or in the notes thereto); (b) present fairly the financial position of Seller as of the dates indicated and present fairly the results of Seller's operations for the periods then ended; and (c) are in accordance with the books and records of Seller, which have been properly maintained and are complete and correct in all material respects. Seller Current Financial Statements present fairly the financial position of Seller and Seller Subsidiaries as at the dates thereof and the results of its operations and changes in financial position for the periods then ended, subject to normal year-end audit adjustments (the effect of which will not individually or in the aggregate result in a Material Adverse Effect on Seller) and lack of footnotes thereto.

Seller Financial Statements. Attached hereto as Schedule 5.10 are (i) the unaudited consolidated balance sheet of Seller as of December 31, 1997, 1997 and the related statements of income, Principal Stockholdersstockholders' equity and statements of cash flows of Seller and Seller Subsidiaries for the year ended December 31, 1997 (collectively, the "Seller Unaudited Financial Statements"); ) and (ii) the unaudited consolidated balance sheet of Seller and Seller Subsidiaries as of February 28April 30, 1998 (the "Seller Current Balance Sheet") and the related statements of income, Principal Stockholdersstockholders' equity and statements of cash flows of Seller and Seller Subsidiaries for the two four (24) month period then ended February 28, 1998, (collectively, the "Seller Current Financial Statements"). Seller Unaudited Financial Statements and Seller Current Financial Statements are sometimes collectively referred to herein as the "Seller Financial Statements." ". Seller Unaudited Financial Statements (a) have been prepared in accordance with generally accepted accounting principles consistently applied (except as may be indicated therein or in the notes thereto); , (b) present fairly the financial position of Seller as of the dates indicated and present fairly the results of Seller's operations for the periods then ended; , and (c) are in accordance with the books and records of Seller, which have been properly maintained and are complete and correct in all material respects. Seller Current Financial Statements present fairly the financial position of Seller and Seller Subsidiaries as at the dates thereof and the results of its operations and changes in financial position for the periods then ended, subject to normal year-end audit adjustments (the effect of which will not individually or in the aggregate result in a Material Adverse Effect on Seller) and lack of footnotes thereto.to

Seller Financial Statements. Attached hereto as Schedule 5.10 are (i) Each of the consolidated balance sheet financial statements of Seller as consisting of December 31, 1997, and the related (a) financial statements of income, Principal Stockholders' equity and statements of cash flows of Seller and Seller Subsidiaries for the year ended December 31, 1997 (collectively1998, the "Seller Financial Statements"); audited by Deloitte & Touche, LLP, and (iib) unaudited financial statements for the unaudited consolidated balance sheet of nine month period ended September 30, 1999, including, in each case, any related notes thereto, delivered by Seller and Seller Subsidiaries as of February 28, 1998 to Buyer (the "Seller Current Balance SheetFinancials") and the related ), including any financial statements of incomeSeller prepared after the date hereof and prior to the Closing, Principal Stockholders' equity was and statements of cash flows of Seller and Seller Subsidiaries for the two (2) month period ended February 28, 1998, (collectively, the "Seller Current Financial Statements"). Seller Financial Statements and Seller Current Financial Statements are sometimes collectively referred to herein as the "Seller Financial Statements." Seller Financial Statements (a) have been shall be prepared in accordance with generally accepted accounting principles consistently ("GAAP") applied on a consistent basis throughout the periods involved (except as may be indicated therein or in the notes thereto); (b) and fairly present fairly the financial position of Seller as of the dates indicated and present fairly the results of Seller's operations for the periods then ended; and (c) are in accordance with the books and records of Seller, which have been properly maintained and are complete and correct in all material respects. Seller Current Financial Statements present fairly the financial position of Seller and Seller Subsidiaries as at the respective dates thereof and the results of its operations and changes in financial position cash flows for the periods then endedindicated, except that the unaudited interim financial statements as included in the Seller Financials were or are subject to normal year-end audit adjustments which were not, or are not expected to be, material in amount. The unaudited balance sheet of Seller as of September 30, 1999 is hereinafter referred to as the "Seller Balance Sheet." Except as set forth in Schedule 2.5, and except as disclosed in the Seller Financials, Seller does not have any liabilities (absolute, accrued, contingent or otherwise) of a nature required to be disclosed on a balance sheet or in the effect of related notes to the consolidated financial statements prepared in accordance with GAAP which will not are, individually or in the aggregate result aggregate, material to the business, results of operations or financial condition of Seller, except liabilities (i) provided for in a Material Adverse Effect on Sellerthe Seller Balance Sheet or (ii) incurred since the date of the Seller Balance Sheet in the ordinary course of business consistent with past practices and lack of footnotes theretoconsistent with its growth.

Seller Financial Statements. Attached hereto as Schedule 5.10 are (i) the reviewed consolidated balance sheet of Seller as of December 31April 30, 19971996, and the related statements of income, Principal Stockholders' equity and statements of cash flows of Seller and Seller Subsidiaries for the year ended December 31April 30, 1997 1996 (collectively, the "Seller Reviewed Financial Statements"); and (ii) the unaudited consolidated balance sheet of Seller and Seller Subsidiaries as of February 28December 31, 1998 1997 (the "Seller Current Balance Sheet") and the related statements of income, Principal Stockholders' equity and statements of cash flows of Seller and Seller Subsidiaries for the two eight (2) 8) month period then ended February 28, 1998, (collectively, the "Seller Current Financial Statements"). Seller Reviewed Financial Statements and Seller Current Financial Statements are sometimes collectively referred to herein as the "Seller Financial Statements." Seller Reviewed Financial Statements (a) have been prepared in accordance with generally accepted accounting principles consistently applied (except as may be indicated therein or in the notes thereto); (b) present fairly the financial position of Seller as of the dates indicated and present fairly the results of Seller's operations for the periods then ended; and (c) are in accordance with the books and records of Seller, which have been properly maintained and are complete and correct in all material respects. Seller Current Financial Statements present fairly the financial position of Seller and Seller Subsidiaries as at the dates thereof and the results of its operations and changes in financial position for the periods then ended, subject to normal year-end audit adjustments (the effect of which will not individually or in the aggregate result in a Material Adverse Effect on Seller) and lack of footnotes thereto.

Seller Financial Statements. Attached hereto as Schedule 5.10 are (i) the unaudited consolidated balance sheet of Seller as of December 31, 1997, 1996 and the related statements of income, Principal Stockholdersstockholders' equity and statements of cash flows of Seller and Seller Subsidiaries for the year ended December 31, 1997 1996 (collectively, the "Seller Unaudited Financial Statements"); ) and (ii) the unaudited consolidated balance sheet of Seller and Seller Subsidiaries as of February 28November 30, 1998 1997 (the "Seller Current Balance Sheet") and the related statements of income, Principal Stockholdersstockholders' equity and statements of cash flows of Seller and Seller Subsidiaries for the two eleven (211) month period then ended February 28, 1998, (collectively, the "Seller Current Financial Statements"). Seller Unaudited Financial Statements and Seller Current Financial Statements are sometimes collectively referred to herein as the "Seller Financial Statements." ". Seller Unaudited Financial Statements (a) have been prepared in accordance with generally accepted accounting principles consistently applied (except as may be indicated therein or in the notes thereto); , (b) present fairly the financial position of Seller as of the dates indicated and present fairly the results of Seller's operations for the periods then ended; , and (c) are in accordance with the books and records of Seller, which have been properly maintained and are complete and correct in all material respects. Seller Current Financial Statements present fairly the financial position of Seller and Seller Subsidiaries as at the dates thereof and the results of its operations and changes in financial position for the periods then ended, subject to normal year-end audit adjustments (the effect of which will not individually or in the aggregate result in a Material Adverse Effect on Seller) and lack of footnotes thereto.

Seller Financial Statements. Attached Each of the financial statements of Seller for the fiscal years ended December 31, 1998 (including, in each case, any related notes thereto, the "1998 Financials"), delivered by Seller to Buyer and attached hereto in Schedule 2.6 (the "Seller Financials"), including any financial statements of Seller prepared after the date hereof and prior to the Closing, was and shall be prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis throughout the periods involved (except as Schedule 5.10 are (imay be indicated in the notes thereto) and fairly present the consolidated financial position of Seller as at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated. Except as set forth in Schedule 2.6, the unaudited Financial Statements of Seller for the nine-month period ended September 30, 1999 have been prepared on a basis consistent with the 1998 Financials, except that the unaudited interim financial statements do not contain all footnotes that would be required, and were or are subject to normal and recurring year-end adjustments which were not, or are not expected to be, material in amount. The balance sheet of Seller as of December 31, 1997, and the related statements of income, Principal Stockholders' equity and statements of cash flows of Seller and Seller Subsidiaries for the year ended December 31, 1997 (collectively, the "Seller Financial Statements"); and (ii) the unaudited consolidated balance sheet of Seller and Seller Subsidiaries as of February 28, 1998 (the "Seller Current Balance Sheet") and the related statements of income, Principal Stockholders' equity and statements of cash flows of Seller and Seller Subsidiaries for the two (2) month period ended February 28, 1998, (collectively, the "Seller Current Financial Statements"). Seller Financial Statements and Seller Current Financial Statements are sometimes collectively is hereinafter referred to herein as the "Seller Financial StatementsBalance Sheet." Except as disclosed in the Seller Financial Statements Financials, Seller does not have any liabilities (aabsolute, accrued, contingent or otherwise) have been of a nature required to be disclosed on a balance sheet or in the related notes to the consolidated financial statements prepared in accordance with generally accepted accounting principles consistently applied (except as may be indicated therein or in the notes thereto); (b) present fairly the financial position of Seller as of the dates indicated and present fairly the results of Seller's operations for the periods then ended; and (c) are in accordance with the books and records of SellerGAAP which are, which have been properly maintained and are complete and correct in all material respects. Seller Current Financial Statements present fairly the financial position of Seller and Seller Subsidiaries as at the dates thereof and the results of its operations and changes in financial position for the periods then ended, subject to normal year-end audit adjustments (the effect of which will not individually or in the aggregate result aggregate, material to the business, results of operations or financial condition of Seller, except liabilities (i) provided for in a Material Adverse Effect on Sellerthe Seller Balance Sheet or (ii) and lack incurred since the date of footnotes theretothe Seller Balance Sheet in the ordinary course of business consistent with past practice.

Seller Financial Statements. Attached hereto as Schedule 5.10 are (i) the unaudited consolidated balance sheet of Seller as of December 31, 1997, 1996 and the related statements of income, Principal Stockholdersstockholders' equity and statements of cash flows of Seller and Seller its Subsidiaries for the year ended December 31, 1997 1996 (collectively, the "Seller Annual Financial Statements"); ) and (ii) the unaudited consolidated balance sheet of Seller and Seller Subsidiaries its subsidiaries as of February 28December 31, 1998 1997 (the "Seller Current Balance Sheet") and the related statements of income, Principal Stockholdersstockholders' equity and statements of cash flows of Seller and Seller the Subsidiaries for the two eleven (211) month period then ended February 28, 1998, (collectively, the "Seller Current Financial Statements"). Seller Financial Statements and Seller Current Financial Statements are sometimes collectively referred to herein as the "Seller Financial Statements." ". Seller Annual Financial Statements (a) have been prepared in accordance with generally accepted accounting principles consistently applied (except as may be indicated therein or in the notes thereto); , (b) present fairly the financial position of Seller as of the dates indicated and present fairly the results of Seller's operations for the periods then ended; , and (c) are in accordance with the books and records of Seller, which have been properly maintained and are complete and correct in all material respects. Seller Current Financial Statements present fairly the financial position of Seller and Seller Subsidiaries its subsidiaries as at the dates thereof and the results of its operations and changes in financial position for the periods then ended, subject to normal year-end audit adjustments (the effect of which will not individually or in the aggregate result in a Material Adverse Effect on Seller) and lack of footnotes thereto.

Seller Financial Statements. Attached hereto as (a) Section 3.6(a) of the Seller Disclosure Schedule 5.10 are sets forth accurate and complete copies of (i) the audited consolidated balance sheet of Seller as of December 31, 1997, 2010 and the related audited statements of income, Principal Stockholders' equity income and statements of cash flows of Seller and Seller Subsidiaries for the year ended December 31, 1997 (collectively, the "Seller “2010 Financial Statements"); ”) and (ii) the unaudited consolidated balance sheet of Seller and Seller Subsidiaries as of February 28March 31, 1998 (the "Seller Current Balance Sheet") 2011 and the related unaudited statements of income, Principal Stockholders' equity income and statements of cash flows of Seller and Seller Subsidiaries for the two three (23) month period months then ended February 28, 1998, (collectively, the "Seller Current “Most Recent Financial Statements"). Seller ,” and together with the 2010 Financial Statements and Seller Current Financial Statements are sometimes collectively referred to herein as Statements, the "“Seller Financial Statements." ”). Except as set forth in Section 3.6(a) of the Seller Disclosure Schedule, the Seller Financial Statements (ax) have been prepared from the books and records of Seller in accordance with generally accepted accounting principles consistently GAAP applied on a consistent basis throughout the periods involved, and (except as may be indicated therein or y) fairly present in the notes thereto); (b) present fairly all material respects the financial position of Seller as of the dates indicated and present fairly the results of Seller's operations for the periods then ended; and (c) are in accordance with the books and records of Seller, which have been properly maintained and are complete and correct in all material respects. Seller Current Financial Statements present fairly the financial position of Seller and Seller Subsidiaries as at the respective dates thereof and the results of its operations and changes in financial position cash flows for the periods then endedindicated (except as indicated in the notes thereto, and in the case of unaudited statements, as may be permitted in accordance with GAAP, and subject to normal year-end audit adjustments (adjustments). Neither Seller nor any of Seller’s Subsidiaries has entered into any transactions involving the effect factoring of which will not individually receivables, synthetic leases, off balance sheet arrangements or the use of special purpose entities for any off-balance sheet activity. Except as set forth in Section 3.6(a) of the aggregate result Seller Disclosure Schedule, the revenue recognition policies of the Seller and the application of those policies are in a Material Adverse Effect on Seller) and lack of footnotes theretocompliance with the applicable standards under GAAP.

Seller Financial Statements. Attached hereto as Included in Section 3.7 of the Seller Disclosure Schedule 5.10 are (i) the consolidated balance sheet financial statements of Seller as of December 31(including, 1997in each case, and the any related statements of income, Principal Stockholders' equity and statements of cash flows of Seller and Seller Subsidiaries notes thereto) for the year fiscal years ended December 31, 1997 (collectively, the "Seller Financial Statements"); 2002 and (ii) the unaudited consolidated balance sheet of Seller and Seller Subsidiaries as of February 28, 1998 2003 (the "Seller Current Balance SheetSELLER FINANCIAL STATEMENTS") and the related statements of income, Principal Stockholders' equity and statements of cash flows of Seller and Seller Subsidiaries for the two (2) three-month period ended February 28March 31, 1998, 2004 and each: (collectively, the "Seller Current Financial Statements"). Seller Financial Statements and Seller Current Financial Statements are sometimes collectively referred to herein as the "Seller Financial Statements." Seller Financial Statements (ai) have been was prepared in accordance with generally accepted accounting principles consistently applied GAAP (except as may be indicated therein or in the notes thereto); (bii) fairly present fairly in all material respects the consolidated financial position of Seller and the Subsidiaries as of at the respective dates indicated thereof and present fairly the consolidated results of Seller's operations and cash flows for the periods then ended; indicated, except that the unaudited interim financial statements do not contain any footnotes and (c) were or are in accordance with the books and records of Seller, which have been properly maintained and are complete and correct in all material respects. Seller Current Financial Statements present fairly the financial position of Seller and Seller Subsidiaries as at the dates thereof and the results of its operations and changes in financial position for the periods then ended, subject to normal and recurring year-end adjustments and (iii) contain no adverse opinion or disclaimer of opinion and except as set forth in Section 3.7 of the Seller Disclosure Schedule were not qualified or modified as to uncertainty, audit adjustments scope or accounting principal. Except as set forth on Section 3.7 of the Seller Disclosure Schedule, since December 31, 2003 (the effect "BASE BALANCE DATE"), neither Seller nor any Subsidiary has any Liabilities required under GAAP to be set forth on a balance sheet (absolute, accrued, contingent or otherwise) except for Liabilities incurred since the Base Balance Sheet Date in the ordinary course of business consistent with past practices which will not are not, individually or in the aggregate, material to the business, results of operations or financial condition of Seller and the Subsidiaries taken as a whole and Liabilities incurred in connection with this Agreement. There has been no change in Seller's accounting policies during the periods covered by the Seller Financial Statements, except as described in the notes to the Seller Financial Statements. Seller has no material debt, Liability or obligation of any nature, whether accrued, absolute, contingent or otherwise, and whether due or to become due, that is not reflected, reserved against or disclosed in the Seller Financial Statements or under Section 3.7 of the Seller Disclosure Schedule, except for those that may have been incurred after the Base Balance Sheet Date in the ordinary course of Seller's business, consistent with past practice and that are in an aggregate result amount not to exceed $50,000, and (ii) those that occur after the date of this Agreement in a Material Adverse Effect on Seller) and lack compliance with this Agreement or with the express written consent of footnotes theretoPlatinum.