OF THE
INDIVIDUALS AUTHORIZED TO EFFECT TRANSACTIONS IN SUCH ACCOUNTS AND WITH ACCESS
TO SUCH BOXES; (II) ALL AGREEMENTS OR COMMITMENTS OF HETRONIC ASIA GUARANTEEING
THE PAYMENT OF MONEY OR THE PERFORMANCE OF OTHER CONTRACTS BY ANY OTHER PERSON,
AND (III) THE NAMES OF ALL PERSONS HOLDING GENERAL OR SPECIAL POWERS OF ATTORNEY
FROM HETRONIC ASIA, TOGETHER WITH A SUMMARY OF THE TERMS THEREOF. SCHEDULE 5.4.3
HERETO SETS FORTH THE NAMES AND POSITIONS OF EACH OFFICER AND DIRECTOR OF
HETRONIC ASIA.
5.5.
FINANCIAL STATEMENTS.
SCHEDULE 5.5 HERETO CONTAINS TRUE AND
COMPLETE COPIES OF THE FOLLOWING FINANCIAL STATEMENTS (COLLECTIVELY, THE
"FINANCIAL STATEMENTS") (I) THE UNAUDITED CONSOLIDATED BALANCE SHEETS OF THE
TARGET COMPANIES AND HETRONIC DEUTSCHLAND, TOGETHER WITH THE RELATED STATEMENTS
OF INCOME AT AND FOR EACH OF THE THREE (3) CONSECUTIVE FISCAL YEARS ENDED
DECEMBER 31, 2007; AND (II) THE UNAUDITED CONSOLIDATED BALANCE SHEETS OF THE
TARGET COMPANIES AND HETRONIC DEUTSCHLAND, TOGETHER WITH THE RELATED STATEMENTS
OF INCOME AT AND FOR THE QUARTERLY PERIODS ENDED MARCH 31, 2008 AND JUNE 30,
2008 (THE "INTERIM FINANCIAL STATEMENTS").
Except as disclosed on Schedule 5.5, the Financial Statements: (i) were prepared
in accordance with the books of account and other financial records of the
Target Companies and Hetronic Deutschland, (ii) are accurate, correct and
complete in all material respects and fairly present the assets, Liabilities and
financial condition of the Target Companies and Hetronic Deutschland as at the
respective dates thereof, and the results of operations for the periods then
ended, and (iii) have been prepared on a consistent basis with the past
practices of the Target Companies and Hetronic Deutschland.
In addition, Schedule 5.5 hereto contains true and complete copies of the
monthly management reports for each monthly period completed since the date of
the last Interim Financial Statement and such management reports were prepared
in accordance with the books of account and other financial records of the
Target Companies.
5.6.
BOOKS AND RECORDS.
THE BOOKS OF ACCOUNT AND OTHER FINANCIAL
RECORDS OF THE TARGET COMPANIES, ALL OF WHICH HAVE BEEN MADE AVAILABLE TO
METHODE, ARE COMPLETE AND CORRECT IN ALL MATERIAL RESPECTS AND REPRESENT ACTUAL,
BONA FIDE TRANSACTIONS AND HAVE BEEN MAINTAINED IN ACCORDANCE WITH SOUND AND
CUSTOMARY BUSINESS AND ACCOUNTING PRACTICES INCLUDING THE MAINTENANCE OF AN
ADEQUATE SYSTEM OF INTERNAL CONTROLS.
5.7.
NO UNDISCLOSED LIABILITIES.
HETRONIC ASIA DOES NOT HAVE ANY
LIABILITIES OF ANY NATURE WHATSOEVER, WHETHER ARISING OUT OF CONTRACT, TORT,
STATUTE OR OTHERWISE, WHICH ARE NOT REFLECTED, RESERVED AGAINST OR GIVEN EFFECT
TO IN THE INTERIM FINANCIAL STATEMENTS EXCEPT: (A) LIABILITIES INCURRED IN THE
ORDINARY COURSE OF BUSINESS SINCE THE DATES OF THE LAST INTERIM FINANCIAL
STATEMENT, WHICH ARE OF THE SAME NATURE AS THOSE SET FORTH IN THE INTERIM
FINANCIAL STATEMENTS, AND WHICH ARE NOT, INDIVIDUALLY OR IN THE AGGREGATE,
MATERIAL TO HETRONIC ASIA, AND
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(B) LIABILITIES WHICH ARE SPECIFICALLY DISCLOSED IN SCHEDULE 5.7.
TO SELLERS'
KNOWLEDGE, THERE IS NO BASIS FOR ASSERTION AGAINST HETRONIC ASIA OF ANY
LIABILITIES NOT ADEQUATELY REFLECTED, RESERVED AGAINST OR GIVEN