Common use of Business and Financial Statements Clause in Contracts

Business and Financial Statements. (a) Southern has delivered to the Purchasers complete and correct copies of (i) the audited balance sheets of Southern as of December 31, 1994 and December 31, 1995 and the related statements of operations for the Fiscal Years then ended and (ii) the unaudited historical balance sheet of Southern as of June 30, 1996 and the related statements of operations and cash flows for the period then ended (collectively, the "SOUTHERN FINANCIAL STATEMENTS"). Except as disclosed on Schedule 3.5, to the best knowledge of the Company, the Southern Financial Statements have been prepared in accordance with GAAP (except as otherwise specified therein) applied on a consistent basis throughout the periods specified and present fairly the financial position, results of operations and cash flows, of Southern as of the respective dates and for the respective periods specified. The Company Projections are based on good faith estimates and assumptions which the management of the Company and Southern believe to be reasonable. In preparing the Company Projections, such estimates and assumptions have been applied in a consistent manner. 505298\0057\02050\969WL85X.NPA (b) The Company has delivered to the Purchasers complete and correct copies of (i) the audited balance sheets of the Company as of December 31, 1994 and December 31, 1995 and the related statement of operations and cash flows for the Fiscal Years then ended and (ii) the unaudited historical balance sheets of the Company as of March 31, 1996 and June 30, 1996 and the related statement of operations and cash flows for the period then ended (collectively, the "COMPANY FINANCIAL STATEMENTS"). Except as disclosed on Schedule 3.5, to the best knowledge of the Company, the Company Financial Statements have been prepared in accordance with GAAP (except as otherwise specified therein) applied on a consistent basis throughout the periods specified and present fairly the financial position, results of operations and cash flows, of the Company as of the respective dates and for the respective periods specified. (c) The pro forma financial statements of the Company and its subsidiaries included in the Company's Information Memorandum, dated as of October 17, 1996, relating to the Transactions, present fairly the information shown therein, have been prepared in accordance with the SEC's rules and guidelines with respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions or circumstances referred to therein.

Business and Financial Statements. (a) Southern has delivered to the Purchasers complete and correct copies of (i) the audited balance sheets of Southern as of December 31, 1994 and December 31, 1995 and the related statements of operations for the Fiscal Years then ended and (ii) the unaudited historical balance sheet of Southern as of June 30, 1996 and the related statements of operations and cash flows for the period then ended (collectively, the "SOUTHERN FINANCIAL STATEMENTSSouthern Financial Statements"). Except as disclosed on Schedule 3.5, to the best knowledge of the Company, the Southern Financial Statements have been prepared in accordance with GAAP (except as otherwise specified therein) applied on a consistent basis throughout the periods specified and present fairly the financial position, results of operations and cash flows, of Southern as of the respective dates and for the respective periods specified. The Company Projections are based on good faith estimates and assumptions which the management of the Company and Southern believe to be reasonable. In preparing the Company Projections, such estimates and assumptions have been applied in a consistent manner. 505298\0057\02050\969WL85X.NPA. (b) The Company has delivered to the Purchasers complete and correct copies of (i) the audited balance sheets of the Company as of December 31, 31 1994 and December 31, 1995 and the related statement of operations and cash flows for the Fiscal Years then ended and (ii) the unaudited historical balance sheets of the Company as of March 31, 1996 and June 30, 1996 and the related statement of operations and cash flows for the period then ended (collectively, the "COMPANY FINANCIAL STATEMENTSCompany Financial Statements"). Except as disclosed on Schedule 3.5, to the best knowledge of the Company, the Company Financial Statements have been prepared in accordance with GAAP (except as otherwise specified therein) applied on a consistent basis throughout the periods specified and present fairly the financial position, results of operations and cash flows, of the Company as of the respective dates and for the respective periods specified. (c) The pro forma financial statements of the Company and its subsidiaries included in the Company's Information Memorandum, dated as of October 17, 1996, relating to the Transactions, present fairly the information shown therein, have been prepared in accordance with the SEC's rules and guidelines with respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions or circumstances referred to therein.