DIRECT EXPENSES OF THE
BUSINESS FOR THE YEAR THEN ENDED AUDITED BY AN INTERNATIONALLY RECOGNIZED
CERTIFIED PUBLIC ACCOUNTING FIRM REASONABLY ACCEPTABLE TO BUYER[, THE AUDIT
REPORT OF WHICH WILL SATISFY BUYER'S OBLIGATION TO FILE AUDITED FINANCIAL
STATEMENTS FOR THE BUSINESS ON A CURRENT REPORT ON FORM 8-K OR ANY SUCCESSOR
FORM](9) (THE "FINANCIAL STATEMENTS"), AND (II) AN UNAUDITED SCHEDULE SETTING
FORTH REVENUE AND GROSS PROFITS OF THE BUSINESS FOR THE MONTHS OF [ALL PERIODS
THROUGH SECOND MOST RECENT MONTH END] (THE "FINANCIAL SCHEDULES"). THE FINANCIAL
STATEMENTS HAVE BEEN AUDITED BY THE SELLER ENTITIES' INDEPENDENT CERTIFIED
PUBLIC ACCOUNTANTS AND HAVE BEEN REVIEWED BY THE SELLER ENTITIES' CHIEF
FINANCIAL OFFICER. THE FINANCIAL STATEMENTS HAVE BEEN DERIVED FROM A BALANCE
SHEET AND INCOME STATEMENT PREPARED IN ACCORDANCE WITH GAAP. THE FINANCIAL
SCHEDULES HAVE BEEN DERIVED FROM AN INCOME STATEMENT PREPARED IN ACCORDANCE WITH
GAAP.
(B)
EXCEPT AS SET FORTH IN SCHEDULE 3.4(B), THE FINANCIAL STATEMENTS
AND FINANCIAL SCHEDULES (I) HAVE BEEN DERIVED FROM FINANCIAL STATEMENTS PREPARED
IN ACCORDANCE WITH GAAP USING THE ACCRUAL METHOD OF ACCOUNTING APPLIED
CONSISTENTLY DURING THE PERIODS COVERED THEREBY (EXCEPT THAT THE FINANCIAL
STATEMENTS AND FINANCIAL SCHEDULES DO NOT INCLUDE FOOTNOTE DISCLOSURE AND ARE
SUBJECT TO NORMAL YEAR-END AUDIT ADJUSTMENTS THAT ARE NOT IN THE AGGREGATE
MATERIAL), (II) ARE COMPLETE AND CORRECT IN ALL MATERIAL RESPECTS AND PRESENT
FAIRLY IN ALL MATERIAL RESPECTS THE FINANCIAL CONDITION OF THE BUSINESS, AT THE
DATE OF SAID STATEMENTS AND THE RESULTS OF ITS OPERATIONS FOR THE PERIOD COVERED
THEREBY, (III) CONTAIN AND REFLECT ADEQUATE PROVISIONS FOR ALL REASONABLY
ANTICIPATED LIABILITIES WITH RESPECT TO THE PERIOD THEN ENDED, AND (IV) WITH
RESPECT TO MATERIAL CONTRACTS AND COMMITMENTS FOR THE SALE OF PRODUCTS OR OTHER
GOODS OR SERVICES BY THE SELLER ENTITIES IN THE BUSINESS, CONTAIN AND REFLECT
ADEQUATE RESERVES FOR ALL MATERIAL LOSSES AND COSTS AND EXPENSES IN EXCESS OF
EXPECTED RECEIPTS. THE ACCOUNTING POLICIES, INCLUDING WITHOUT LIMITATION, THOSE
POLICIES RELATED TO REVENUE RECOGNITION, UTILIZED BY THE SELLER ENTITIES IN
PREPARING THE SELLER ENTITIES' FINANCIAL STATEMENTS ARE IN CONFORMITY WITH GAAP.
(C)
AS OF THE DATE HEREOF AND AS OF THE CLOSING DATE, THE SELLER
ENTITIES DO NOT AND WILL NOT HAVE ANY LIABILITIES OF ANY NATURE, WHETHER
ACCRUED, ABSOLUTE, CONTINGENT OR OTHERWISE, ASSERTED OR UNASSERTED, KNOWN OR
UNKNOWN (INCLUDING WITHOUT LIMITATION LIABILITIES AS GUARANTOR OR OTHERWISE WITH
RESPECT TO OBLIGATIONS OF OTHERS, OR LIABILITIES FOR TAXES DUE OR THEN ACCRUED
OR TO BECOME DUE OR CONTINGENT OR POTENTIAL LIABILITIES RELATING TO ACTIVITIES
OF THE SELLER ENTITIES IN THE BUSINESS OR THE CONDUCT OF THE BUSINESS PRIOR TO
THE DATE HEREOF), WHETHER OR NOT OF A TYPE REQUIRED TO BE SHOWN ON A BALANCE
SHEET PREPARED IN ACCORDANCE WITH GAAP, EXCEPT LIABILITIES (I) STATED OR
ADEQUATELY RESERVED AGAINST ON THE BASE BALANCE SHEET (ONLY TO THE EXTENT
(8)
Will be for calendar year preceding the Purchase Price
Determination Financial Statements at such time Seller Entities will have
delivered prior to Closing two (2) years of historical audits.
(9)
In the event the