Common use of Financial Statements and Audit Clause in Contracts

Financial Statements and Audit. (a) The Company shall prepare as soon as reasonably practical after the date of this Agreement: (i) audited consolidated and combined balance sheets as of December 31, 2006 and 2005, and the related audited consolidated statements of operations, stockholders’ equity and cash flows of the Company and its Subsidiaries, for the fiscal years ended December 31, 2006, December 31, 2005 and December 31, 2004; and (ii) auditor-reviewed unaudited consolidated and combined balance sheets, and the related auditor-reviewed unaudited consolidated statements of operations, stockholders’ equity and cash flows of the Company and its Subsidiaries, as of and for the quarters ended March 31, 2007 and June 30, 2007 and as of and for the month ended July 31, 2007. (Such financial statements described in clause (i) and (ii) hereof, as so audited, or auditor-reviewed, as the case may be, the “Audited Financial Statements” and, together with the Unaudited Financial Statements, the “Financial Statements”.) (b) The Company will deliver as promptly as practicable after the end of each calendar month, and in any event within 30 days, unaudited financial statements of the Company and its Subsidiaries that conform to the requirements of the Unaudited Financial Statements delivered prior to the date of this Agreement as described in Section 3.06. (c) The Company shall maintain and comply with the Controls, and in conjunction with the conversion of the Company’s accounting method to the accrual basis, prior to the Closing the Company shall modify the Controls (subject to prior consultation with Purchaser) as necessary to support the preparation of financial statements in accordance with GAAP. The Company shall discuss the Controls with Purchaser and any comments Purchaser may make with respect to the Controls.