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The Target Financials have been prepared in accordance with generally accepted accounting principles, applied on a consistent basis throughout the periods covered by such statements. Notwithstanding any provision in this Agreement to the contrary, (A) any representation and warranty in this Agreemen.
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The Target Financials, to the extent required for inclusion in the Tender Offer, comply in all material respects with the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Regulation S-X and the published general rules and regulations of the SEC.
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Neither Target nor any Subsidiary had any off-balance sheet arrangements (as defined in Item 303(a)(4)(ii) of Regulation S-K promulgated by the Securities and Exchange Commission (the “SEC”). Subject to the absence of footnotes and year- end audit adjustments with respect to any unaudited Target Financials, the Target Financials (i) are accurate and complete in all material respects and have been prepared in accordance with GAAP, consistently applied, (ii) are derived from and are in accordance with the books and records of Target and the Subsidiaries and (iii) fairly present in all material respects the consolidated financial condition and the results of operations, changes in stockholders’ equity, and cash flow of Target and the Subsidiaries as at the respective dates of and for the periods referred to in such financial statements, all in accordance with (x) GAAP consistently applied and (y) Regulation S-X (“Regulation S- X”) under the Securities Act of 1933, as amended (the “Securities Act”).
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Target has made available to Parent true, correct and complete copies of the Target Financials. Target Financials means (i) Target’s audited consolidated financial statements ( including, in each case, any related notes thereto), consisting, in part, of Target’s consolidated balance sheets as of December 31, 2011, 20, and the related consolidated statements of income and statements of cash flow for the years ended Decemand 2010 (the “Target Historical Financials”), (ii) Target’s audited consolidated financial statements (including, in each case, any related notes thereto), consisting, in part, of Target’s consolidated balance sheet as of Decemand the related consolidated statement of income and statement of cash flow for the year ended Decem(the “Target 2012 Financials”) and ( iii) the unaudited consolidated balance sheets of Target as of Septem(the “ Latest Balance Sheet”) and Septemand the related consolidated statements of income and cash flows of Target for the nine (9) month periods then ended (the “Target September 30 Financials”).