Common use of Financial Statements and Financial Data Clause in Contracts

Financial Statements and Financial Data. (a) Schedule 3.7(a) contains the true, correct and complete unaudited consolidated balance sheets and statements of income of the Park Companies as of, and for the annual periods ended, December 31, 2004, 2005 and 2006 and for the nine (9) month period ended September 30, 2007 (the “Financial Statements”). Each of the Financial Statements is consistent with the books and records of the Park Companies (which, in turn, accurately and fairly reflect in all respects all the transactions of, acquisitions and dispositions of assets by, and incurrence of liabilities by the Park Companies), do not include or omit to state any material fact which would render them misleading, and fairly and accurately presents the financial condition, assets and liabilities as of the respective dates and the results of operations, retained earnings, cash flows and changes in financial position of the Park Companies as of the dates thereof and for the periods covered thereby, and has been prepared in accordance with GAAP consistently applied throughout the periods covered thereby. Other than the Park Companies, there are no other entities or individuals that should be consolidated in the Financial Statements in order to fully reflect the operations and financial performance of the Business. (b) Schedule 3.7(b) contains a true, correct and complete list of all fixed assets used in connection with the operation of the Business as of October 31, 2007, including the value at which each such item is currently carried on the Park Companies’ books. (c) Schedule 3.7(c) contains a true, correct and complete list of all inventory related to the operation of the Business as of October 31, 2007, including the original purchase price thereof and the value at which each such item is currently carried on the Park Companies’ books. The inventory reflected in the Estimated Net Working Capital Schedule is of good, useable and merchantable quality in all material respects and is saleable in the ordinary course of business except to the extent written down or reserved against in the Estimated Net Working Capital Schedule. (d) Schedule 3.7(d) contains a list of all accounts receivable of the Park Companies as of October 31, 2007. Such accounts receivable: (i) arose from bona fide transactions in the ordinary course of business and are payable on ordinary trade terms, (ii) are legal, valid and binding obligations of the respective debtors enforceable in accordance with their terms, (iii) are not subject to any set-off, counterclaim or other defense, (iv) are collectible in the ordinary course of business, consistent with past practice, in the aggregate recorded amounts thereof (net of reserves), (v) are not the subject of any Proceedings brought by or on behalf of any Park Company and (vi) do not represent obligations which are conditional on an occurrence or event, or the absence of an occurrence or event. Schedule 3.7(d) sets forth a description of historical write-off experiences of the Park Companies during each of the years ended December 31, 2004, 2005 and 2006 and the ten (10) month period ended October 31, 2007. Schedule 3.7(d) lists all reserves established with respect to the accounts receivable as of October 31, 2007. (e) Schedule 3.7(e) contains a list of all accounts payable and accruals of the Park Companies as of October 31, 2007. Such accounts payable and accruals have arisen in bona fide arm’s-length transactions in the ordinary course of business, and, prior to the Closing, the Park Companies have been paying their accounts payable in a commercially reasonable manner. There are no unpaid invoices or bills representing amounts alleged to be owed by any Park Company, or other alleged obligations of any Park Company, which any Park Company has disputed or determined to dispute or refuse to pay.

Financial Statements and Financial Data. (a) Schedule 3.7(a2.7(a) contains the true, correct and complete unaudited consolidated audited balance sheets and statements of income income, cash flow and changes in owners' equity of the Park Companies Company as of, and for the annual periods ended, December ended March 31, 20042013 and March 31, 2005 and 2006 and for the nine (9) month period ended September 30, 2007 2014 (the “"Financial Statements”"). Each of the Financial Statements is true, complete and correct in all material respects, is consistent with the books Books and records of the Park Companies Records (which, in turn, accurately and fairly reflect in all material respects all the transactions of, acquisitions and dispositions of assets by, and incurrence of liabilities by by, the Park CompaniesCompany), do not include or omit to state any material fact which would render renders them misleading, and fairly and accurately presents the Company's financial condition, assets and liabilities as of the respective dates and the results of operations, retained earnings, cash flows operations and changes in financial position of the Park Companies as of the dates thereof and for the periods covered thereby, and has been prepared in accordance with GAAP consistently applied throughout the periods covered thereby. Other than None of the Park CompaniesFinancial Statements contains any items of a special or nonrecurring nature, there are no other entities except as expressly stated therein, and such Financial Statements do not reflect any write-up or individuals that should be consolidated revaluation increasing the book value of any asset of the Company. Except as otherwise stated in the Financial Statements in order Statements, the Company's internal controls and procedures are adequate and appropriate to fully reflect provide reasonable assurance regarding the operations reliability of financial reporting and financial performance the preparation of the Businessaudited Financial Statements for external purposes. All historic audited financial data provided or made available to Buyer and its agents and representatives in connection with their due diligence investigation of the Company has been true, correct and complete. (b) Schedule 3.7(b2.7(b) contains a true, correct and complete list of all fixed assets used in connection with inventory (including stock inventory and drop-ship inventory) of the Company related to the operation of the Business as of October 31, 2007the date hereof, including (i) the original purchase price thereof (and in the case of drop ship inventory, the Company's purchase price therefor), the value at which each such item is currently carried on the Park Companies’ books. Company's books and (cii) Schedule 3.7(c) contains a true, correct and complete list of all whether such inventory related to the operation of the Business as of October 31, 2007, including the original purchase price thereof and the value at which each such item is currently carried on the Park Companies’ booksstock inventory or drop-ship inventory. The inventory reflected in is and will be, as the Estimated Net Working Capital Schedule is case may be, of good, useable and merchantable quality in all material respects and is saleable in the ordinary course of business except to the extent written down or reserved against in the Estimated Net Working Capital Schedulebalance sheet of the Company as of the Latest Balance Sheet Date. (dc) Schedule 3.7(d2.7(c) contains a list of all accounts receivable true, correct and complete list, as of the Park Companies as of October 31, 2007. Such accounts receivable: (i) arose from bona fide transactions in the ordinary course close of business and are payable on ordinary trade terms, (ii) are legal, valid and binding obligations of the respective debtors enforceable in accordance with their terms, (iii) are not subject to any set-off, counterclaim or other defense, (iv) are collectible in the ordinary course of business, consistent with past practice, in the aggregate recorded amounts thereof (net of reserves), (v) are not the subject of any Proceedings brought by or on behalf of any Park Company and (vi) do not represent obligations which are conditional on an occurrence or event, or the absence of an occurrence or event. Schedule 3.7(d) sets forth a description of historical write-off experiences of the Park Companies during each of the years ended December 31, 2004, 2005 and 2006 and the ten (10) month period ended October 31, 2007. Schedule 3.7(d) lists all reserves established with respect to the accounts receivable as of October 31, 2007. (e) Schedule 3.7(e) contains a list of all accounts payable and accruals of the Park Companies as of October 31, 2007. Such accounts payable and accruals have arisen in bona fide arm’s-length transactions in the ordinary course of business, and, business day immediately prior to the Closingdate of, of all of the Park Companies have been paying their accounts payable in a commercially reasonable manner. There are no unpaid invoices or bills representing amounts alleged to be owed by any Park Company, or other alleged obligations of any Park Company, which any Park Company has disputed or determined to dispute or refuse to pay.'s Eligible