Common use of Target Financial Statements Clause in Contracts

Target Financial Statements. Target’s audited financial statements as at and for the fiscal years ended December 31, 2009 and 2008 (including the notes thereto) and related management’s discussion and analysis (“MD&A”) and Target’s consolidated financial statements as at and for the nine months ended September 30, 2010 (collectively, the “Target Financial Statements”) were prepared in accordance with GAAP consistently applied (except (A) as otherwise indicated in such financial statements and the notes thereto or, in the case of audited statements, in the related report of Target’s independent auditors, or (B) in the case of unaudited interim statements, are subject to normal period-end adjustments and may omit notes which are not required by applicable Laws in the unaudited statements) and present fairly in all material respects the consolidated financial condition, results of operations, changes in financial position of Target and its subsidiaries as of the dates thereof and for the periods indicated therein (subject, in the case of any unaudited interim financial statements, to normal period-end adjustments) and reflect reserves required by GAAP in respect of all material contingent liabilities, if any, of Target and its subsidiaries on a consolidated basis. Target’s audited financial statements for the fiscal year ended December 31, 2010 will be filed as required pursuant to National Instrument 51- 101 “Continuous Disclosure Obligations” on or before March 31, 2011. There has been no material change in Target’s accounting policies, except as described in the notes to the Target Financial Statements, since September 30, 2010.

Target Financial Statements. Target has delivered to Acquirer, --------------------------- hereto attached as Exhibit I, copies of: (a) Target’s audited financial statements 's unaudited consolidated --------- balance sheet as at and for of September 30, 1998 (the fiscal years ended December 31, 2009 and 2008 (including the notes thereto"FINAL BALANCE SHEET") and related management’s discussion unaudited consolidated income statement and analysis (“MD&A”) and Target’s consolidated financial statements as at and statement of cash flows for the nine months ended September 30, 2010 1998 (collectively, the “Target Financial Statements”) were prepared in accordance with GAAP consistently applied (except (A) as otherwise indicated in such financial statements and the notes thereto or, in the case of audited statements, in the related report of Target’s independent auditors, or (B) in the case of unaudited interim statements, are subject to normal period-end adjustments and may omit notes which are not required by applicable Laws in the unaudited statements"INTERIM FINANCIAL STATEMENTS") and present fairly in all material respects the (b) Target's audited consolidated financial condition, results of operations, changes in financial position of Target and its subsidiaries balance sheet as of the dates thereof December 31, 1997 and for the periods indicated therein (subject, in the case Target's audited consolidated income statement and statement of any unaudited interim financial statements, to normal period-end adjustments) and reflect reserves required by GAAP in respect of all material contingent liabilities, if any, of Target and its subsidiaries on a consolidated basis. Target’s audited financial statements cash flows for the fiscal year ended December 31, 2010 will be filed as 1997 (together with the Interim Financial Statements, the "TARGET FINANCIAL STATEMENTS"). The Target Financial Statements: (i) are in accordance with the books and records of Target; (ii) fairly present in all material respects Target's financial condition at the date therein indicated and the results of operations for the period therein specified; and (iii) have been prepared in accordance with GAAP applied on a consistent basis (except for the absence of any footnotes required pursuant to National Instrument 51- 101 “Continuous Disclosure Obligations” on or before March 31, 2011. There has been no material change in Target’s accounting policies, except as described by GAAP in the notes Interim Financial Statements and subject to customary year-end adjustments). Except as set forth in the Target Financial Statements, since Target does not have any material Liability, expense, claim, deficiency, guaranty or endorsement of any type, whether accrued, absolute, contingent, matured, unmatured or other (whether or not required to be reflected in financial statements in accordance with GAAP), except for those liabilities which were incurred after September 30, 20101998 in the ordinary course of Target's business consistent with past practices.

Target Financial Statements. Target has delivered to Acquirer in Item 2.7 Target’s audited financial statements 's unaudited balance sheet as at of December 31, 1998 (respectively, the "Target Balance Sheet" and the "Balance Sheet Date") and Target's unaudited balance sheet as of October 31, 1999 (respectively, the "Target Latest Balance Sheet" and the "Latest Balance Sheet Date") and Target's unaudited income statement for the fiscal years twelve months ended December 31, 2009 1998 and 2008 (including December 31, 1999 respectively and unaudited income statements and statements of cash flows for the notes thereto) quarters ended March 31, June 30, and related management’s discussion and analysis (“MD&A”) and Target’s consolidated financial statements as at September 30, 1999 and for the nine months month ended September 30October 31, 2010 1999 (collectively, the “"Target Financial Statements”"). The Target Financial Statements (a) were are in accordance with the books and records of Target, (b) fairly and accurately represent the financial condition of Target at the respective dates specified therein and the results of operations for the respective periods specified therein and (c) have been prepared in accordance with GAAP consistently generally accepted accounting principles applied (except (A) as otherwise indicated in such financial statements on a consistent basis, subject to year-end audit adjustments and the notes thereto orabsence of footnotes. Except as disclosed in Item 2.7, in Target has no debt, liability or obligation of any nature, whether accrued, absolute or contingent, and whether due or to become due, that would be required under generally accepted accounting principles ("GAAP") to be reflected on the case liabilities column of audited statementsa balance sheet, in the related report of Target’s independent auditors, or (B) in the case of unaudited interim statements, are subject to normal period-end adjustments and may omit notes which are not required by applicable Laws in the unaudited statements) and present fairly in all material respects the consolidated financial condition, results of operations, changes in financial position of Target and its subsidiaries prepared as of the dates thereof date hereof in accordance with GAAP and for the periods indicated therein (subjectis not reflected, reserved against or disclosed in the case of any unaudited interim financial statements, to normal period-end adjustments) and reflect reserves required by GAAP in respect of all material contingent liabilities, if any, of Target and its subsidiaries on a consolidated basis. Target’s audited financial statements for the fiscal year ended December 31, 2010 will be filed as required pursuant to National Instrument 51- 101 “Continuous Disclosure Obligations” on or before March 31, 2011. There has been no material change in Target’s accounting policies, except as described in the notes to the Target Financial Statements, since September 30, 2010except for those that may have been incurred after the Latest Balance Sheet Date in the ordinary course of business consistent with past practice ("Ordinary Course").

Target Financial Statements. Target’s audited financial statements as at and for the fiscal years ended December 31, 2009 and 2008 (including the notes thereto) and related management’s discussion and analysis (“MD&A”) and Target’s consolidated financial statements as at and for the nine months ended September 30, 2010 (collectively, the “Target Financial Statements”) were prepared in accordance with GAAP consistently applied (except (A) as otherwise indicated in such financial statements and the notes thereto or, in the case of audited statements, in the related report of Target’s independent auditors, or (B) in the case of unaudited interim statements, are subject to normal period-end adjustments and may omit notes which are not required by applicable Laws in the unaudited statements) and present fairly in all material respects the consolidated financial condition, results of operations, changes in financial position of Target and its subsidiaries as of the dates thereof and for the periods indicated therein (subject, in the case of any unaudited interim financial statements, to normal period-end adjustments) and reflect reserves required by GAAP in respect of all material contingent liabilities, if any, of Target and its subsidiaries on a consolidated basis. Target’s audited financial statements for the fiscal year ended December 31, 2010 will be filed as required pursuant to National Instrument 51- 51-101 “Continuous Disclosure Obligations” on or before March 31, 2011. There has been no material change in Target’s accounting policies, except as described in the notes to the Target Financial Statements, since September 30, 2010.