definiens: means the auditedbalance sheet of the Company as of December 31, 2011 ( the ), the audited statement ofincome and retained earnings and unaudited statement of cash flows of the Company for the year ended on theFinancial Statement Date, and the unaudited balance sheet, statement of income and retained earnings, andstatement of cash flows of the Company for the year ended December 31, 2012 . An accurate copy of the FinancialStatements have been provided to [COMPANY] . Such Financial Statements fairly present in all material respects thefinancial position of the Company as of the dates thereof and the results of operations and cash flows for the periodsthen ended ( subject to normal year - end adjustments ) . Such Financial Statements were prepared in accordance withgenerally accepted accounting principles . Since the Financial Statement Date, the Company has not incurred anyliabilities or obligations ( whether absolute, accrued, fixed, contingent, liquidated, unliquidated or otherwise and whetherdue or to become due ) of any nature, except liabilities, obligations or contingencies ( i ) which were incurred after theFinancial Statement Date in the ordinary course of business consistent with past practices under any contract, commitment or agreement specifically disclosed in the Schedules or not required to be disclosed thereon because ofthe term or amount involved or otherwise, ( ii ) which were incurred as a result of the transactions described herein, or(iii ) which would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on theCompany . The Company has timely filed all forms, reports and other documents material to the business of theCompany required to be filed prior to the date hereof with any governmental authority