This excerpt taken from the RVBD 8-K filed Feb 20, 2009.
2.4 Financial Statements and Related Information.
(a) Delivery of Financial Statements. The Company has delivered to Parent the following financial statements and notes (collectively, the Company Financial Statements): the audited balance sheets of the Company as of December 31, 2006 and December 31, 2007, and the related audited statements of income, statements of stockholders equity and statements of cash flows for the years ended December 31, 2006 and December 31, 2007, together with the notes thereto and the unqualified report and opinion of Ernst & Young relating thereto.
(b) Fair Presentation. The Company Financial Statements present fairly the financial position of the Company as of the respective dates thereof and the results of operations and cash flows of the Company for the periods covered thereby. The Company Financial Statements have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered.
(c) Internal Controls. The books, records and accounts of the Company accurately and fairly reflect, in reasonable detail, the transactions in and dispositions of the assets of the Company. Except as set forth in Part 2.4(c) of the Disclosure Schedule, the systems of internal accounting controls maintained by the Company are sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with managements general or specific authorization; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets; (iii) access to assets is permitted only in accordance with managements general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Part 2.4(c) of the Disclosure Schedule lists, and the Company has delivered to Parent copies of, all written descriptions of, and all policies, manuals and other documents promulgating, such internal accounting controls.
(d) Receivables. Part 2.4(d) of the Disclosure Schedule provides an accurate and complete breakdown and aging of all accounts receivable, notes receivable and other receivables of the Company as of the date of this Agreement. Except as set forth in Part 2.4(d) of the Disclosure Schedule, all existing accounts receivable of the Company (including those accounts receivable reflected on the balance sheet included in the Company Financial Statements that have not yet been collected and those
accounts receivable that have arisen since December 31, 2007 and have not yet been collected): (i) represent valid obligations of customers of the Company arising from bona fide transactions entered into in the ordinary course of business; and (ii) are current and will be collected in full, without any counterclaim or set off, when due, net of an allowance for doubtful accounts not to exceed $5,000 in the aggregate.