FairPoint Communications 2005 Annual Report Download - page 160

(c) Except as set forth on Schedule 2.5(c), neither SICC, its Subsidiaries nor any Shareholder have received notice of any exercise or intention
to exercise any First Refusal Rights, or any tag along, put or other similar rights with respect to any Cellular Interests or Third-Party Interests.
2.6 Financial Statements. (a) SICC has previously delivered to Buyer true, correct and complete copies of the audited statements of
operations, cash flow and stockholders’ equity and the related balance sheets of SICC and its Subsidiaries (on a consolidated basis) as of and for the fiscal
years ended December 31, 2003 and December 31, 2004 (the “Audited Statements”) and the unaudited statements of operations, cash flow and stockholders’
equity and the related balance sheets of SICC and its Subsidiaries (on a consolidated basis) as of and for the twelve months ended December 31, 2005 (the
“Unaudited Statements,” and collectively with the Audited Statements, the “SICC Financial Statements”).
(b) The SICC Financial Statements (including related notes and schedules) have been prepared from the books and records of SICC and its
Subsidiaries and the Audited Statements have been prepared in accordance with GAAP applied on a consistent basis. The Unaudited Statements have been
prepared in accordance with GAAP except for (i) normal year-end adjustments and (ii) any other adjustments noted therein. Except as set forth in the SICC
Financial Statements or Schedule 2.6(b) to this Agreement, SICC and the Subsidiaries do not have (i) any material contingent obligations, liabilities or
material forward or long-term commitments or (ii) any Indebtedness other than liabilities that would be properly classified as current liabilities in accordance
with GAAP applied on a consistent basis. The SICC Financial Statements (i) have been prepared to the extent required, in accordance with the rules and
regulations of the FCC, (ii) fairly present the financial condition of SICC and the Subsidiaries as of the dates thereof, except as set forth in the notes thereto
and subject to normal year-end adjustments consistent with past practice, and (iii) are true and correct as of the respective dates thereof in all material respects.
The Shareholders have no Knowledge that the SICC Financial Statements are not true and correct in all material respects as of the respective dates thereof.
Since December 31, 2002, SICC has not made any change in the accounting practices or policies applied in the preparation of its financial statements, except
as required by GAAP, any Governmental Authority rule or policy or application of law.
(c) Except as otherwise specifically disclosed on Schedule 2.6(b) or 2.18 or in the SICC Financial Statements, neither SICC nor any
Subsidiary has any accrued or contingent liability or liabilities arising out of any transaction or state of facts existing prior to the date hereof.
2.7 Business; Franchises and Regulations. (a) SICC and each of the Subsidiaries has ownership of and/or other good right to use (i) all
franchises, permits, registrations, licenses and other authorizations required by applicable law or regulation (the “Franchises”), and (ii) all United States and
foreign issued patents, patent rights, patent applications, registered trademarks, trademark applications, registered service marks, service mark applications,
trade names, copyrights, software, trade dress, customer lists, processes, products, technologies, discoveries, trade secrets, copyrightable work, apparatus,
licenses, confidential marketing and customer information, confidential financial information, inventions (whether or not patentable), and know-how (the
“Intellectual Property”) used in their respective businesses as presently
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