Common use of Commission Documents Clause in Contracts

Commission Documents. Parent has filed all required forms, reports, exhibits, schedules, statements and other documents with the Commission since the date Parent became subject to the reporting obligations of the Exchange Act (as such documents may have been amended since the time of filing, collectively, the "Parent SEC Reports"), all of which were prepared in accordance with the applicable requirements of the Securities Laws. As of their respective dates, the Parent SEC Reports (a) complied as to form in all material respects with the applicable requirements of the Securities Laws and (b) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each of the consolidated balance sheets of Parent included in or incorporated by reference into the Parent SEC Reports (including the related notes and schedules) fairly presents the consolidated financial position of Parent and the Parent Subsidiaries as of its date and each of the consolidated statements of operations, stockholders' equity and cash flows of Parent included in or incorporated by reference into the Parent SEC Reports and the statement of operations for the period ended September 30, 2002 set forth on Schedule 6.7 of the Parent Disclosure Schedule (including any related notes and schedules) fairly presents the results of operations, stockholders' equity or cash flows, as the case may be, of Parent and the Parent Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments which would not be material in amount or effect), in each case in accordance with GAAP consistently applied during the periods involved, except as may be noted therein and except, in the case of the unaudited statements, as permitted by Form 10-Q pursuant to Section 13 or 15(d) of the Exchange Act. No Parent Subsidiary is required to file any form, report or document with the Commission.

Commission Documents. Parent Since January 1, 1999, the Company has timely filed all required forms, reports, exhibits, schedules, statements and other documents with the Commission since the date Parent became subject all reports required to the reporting obligations be filed under Section 13, 14 and 15(d) of the Exchange Act (as such documents may have been amended since the time of filing, collectively, the "Parent SEC “Company Reports"”), all of which were prepared in accordance with the applicable requirements of the Securities Laws. As of their respective dates, the Parent SEC Company Reports (a) complied as to form in all material respects with the applicable requirements of the Securities Laws Exchange Act and the rules and regulations thereunder; and (b) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each of the consolidated balance sheets of Parent the Company included in or incorporated by reference into the Parent SEC Company Reports (including the related notes and schedules) fairly presents present in all material respects the consolidated financial position of Parent the Company and the Parent its Subsidiaries as of its date (subject, in the case of unaudited statements, to normal year-end audit adjustments which would not be material in amount or effect, and each of the consolidated statements of operations, redeemable preferred stock, stockholders' ’ equity (deficit) and comprehensive loss and cash flows of Parent the Company included in or incorporated by reference into the Parent SEC Company Reports and the statement of operations for the period ended September 30, 2002 set forth on Schedule 6.7 of the Parent Disclosure Schedule (including any related notes and schedules) fairly presents present in all material respects the results of operations, redeemable preferred stock, stockholders' ’ equity (deficit) and comprehensive loss or cash flows, as the case may be, of Parent the Company and the Parent its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments which would not be material in amount or effect). The financial statements of the Company, including the notes thereto, included in each case or incorporated by reference into the Company Reports comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the Commission with respect thereto, and have been prepared in accordance with GAAP consistently applied during GAAP. Since January 1, 1999, there has been no material change in the periods involved, Company’s accounting methods or principles except as may be noted therein and except, described in the case of the unaudited notes to such Company financial statements, as permitted by Form 10-Q pursuant to Section 13 or 15(d) of the Exchange Act. No Parent Subsidiary is required to file any form, report or document with the Commission.

Commission Documents. Parent Since January 1, 1999, the Company has timely filed all required forms, reports, exhibits, schedules, statements and other documents with the Commission since the date Parent became subject all reports required to the reporting obligations be filed under Section 13, 14 and 15(d) of the Exchange Act (as such documents may have been amended since the time of filing, collectively, the "Parent SEC Company Reports"), all of which were prepared in accordance with the applicable requirements of the Securities Laws. As of their respective dates, the Parent SEC Company Reports (a) complied as to form in all material respects with the applicable requirements of the Securities Laws Exchange Act and the rules and regulations thereunder; and (b) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. No event, condition or circumstance exists which requires the Company to amend or update any such Company Report. Each of the consolidated balance sheets of Parent the Company included in or incorporated by reference into the Parent SEC Company Reports (including the related notes and schedules) fairly presents present in all material respects the consolidated financial position of Parent the Company and the Parent Subsidiaries its Subsidiary and its former subsidiaries as of its date (subject, in the case of unaudited statements, to normal year-end audit adjustments which would not be material in amount or effect), and each of the consolidated statements of operations, redeemable preferred stock, stockholders' equity (deficit) and comprehensive loss and cash flows of Parent the Company included in or incorporated by reference into the Parent SEC Company Reports and the statement of operations for the period ended September 30, 2002 set forth on Schedule 6.7 of the Parent Disclosure Schedule (including any related notes and schedules) fairly presents present in all material respects the results of operations, redeemable preferred stock, stockholders' equity (deficit) and comprehensive loss or cash flows, as the case may be, of Parent the Company and the Parent Subsidiaries its Subsidiary and its former subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments which would not be material in amount or effect). The financial statements of the Company, including the notes thereto, included in each case or incorporated by reference into the Company Reports comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the Commission with respect thereto, and have been prepared in accordance with GAAP consistently applied during GAAP. Since January 1, 2000, (i) there has been no material change in the periods involved, Company's accounting methods or principles except as may be noted therein and except, described in the case of the unaudited notes to such Company financial statements, as permitted by Form 10-Q pursuant (ii) the Company has not received any comment letters or other material correspondence from the Commission or any other governmental agency regarding its accounting or public disclosure practices, reports or filings, and (iii) the Company has not had any material disagreements with its auditors regarding the Company's accounting methods or principles. The Company has delivered to Section 13 Parent copies of all material correspondence between it or 15(d) of its Subsidiary and its former subsidiaries and the Exchange Act. No Parent Commission and all management letters and management representation letters between it or its Subsidiary is required to file any form, report or document with and its former subsidiaries and the CommissionCompany's auditors.

Commission Documents. Parent has filed all required forms, reports, exhibits, schedules, statements and other documents Parent Commission Filings with the Commission since the date Parent became subject to the reporting obligations January 1, 2004. Except as set forth in Schedule 3.5 of the Exchange Act (as such documents may have been amended since Parent Disclosure Letter, at the time of filing, collectively, the "Parent SEC Reports"), all of which were prepared in accordance with the applicable requirements of the Securities Laws. As of their respective datesfilings, the Parent SEC Reports (a) Commission Filings complied as to form in all material respects with the applicable requirements of the Securities Laws Act or the Exchange Act, as the case may be, and the rules and regulations of the Commission promulgated thereunder applicable to such Parent Commission Filings, and none of the Parent Commission Filings when filed (bor, if amended or supplemented by a subsequent filing, on the date of such subsequent filing) did not contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each of the consolidated balance sheets The financial statements of Parent included in or incorporated by reference into the Parent SEC Reports Commission Filings (including the related “Parent Financials”) complied as to form, as of their respective dates of filing with the Commission, in all material respects with applicable accounting requirements and the published rules and regulations of the Commission with respect thereto, have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and schedules) fairly presents present in all material respects the consolidated financial position of Parent and the Parent its consolidated Subsidiaries as of its date the dates thereof and each of the consolidated statements results of operations, stockholders' equity their operations and cash flows of Parent included in or incorporated by reference into the Parent SEC Reports and the statement of operations for the period ended September 30, 2002 set forth on Schedule 6.7 of the Parent Disclosure Schedule (including any related notes and schedules) fairly presents the results of operations, stockholders' equity or cash flows, as the case may be, of Parent and the Parent Subsidiaries for the periods set forth therein then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which would not be material adjustments). The balance sheet of Parent contained in amount the Parent Commission Filings as of September 30, 2005 is hereinafter referred to as the “Parent Balance Sheet.” Except as disclosed in the Parent Financials (including the related notes) or effectParent Commission Filings, and except for obligations under either of the Transaction Documents, neither Parent nor any of its Subsidiaries has any liability (absolute, accrued, contingent or otherwise), that would be required to be disclosed on a balance sheet or in each case the related notes to consolidated financial statements prepared in accordance with GAAP consistently applied during the periods involvedGAAP, except as may be noted therein and except, liabilities incurred since the date of the Parent Balance Sheet in the case ordinary course of the unaudited statements, as permitted by Form 10-Q pursuant to Section 13 or 15(d) of the Exchange Act. No Parent Subsidiary is required to file any form, report or document business consistent with the Commissionpast practices.

Commission Documents. Parent has filed all required forms, reports, exhibits, schedules, statements and other documents Parent Commission Filings with the Commission since the date Parent became subject to the reporting obligations of the Exchange Act (as such documents may have been amended since January 1, 2003. At the time of filing, collectively, the "Parent SEC Reports"), all of which were prepared in accordance with the applicable requirements of the Securities Laws. As of their respective datesfilings, the Parent SEC Reports (a) Commission Filings complied as to form in all material respects with the applicable requirements of the Securities Laws Act or the Exchange Act, as the case may be, and the rules and regulations of the Commission promulgated thereunder applicable to such Parent Commission Filings, and none of the Parent Commission Filings when filed (bor, if amended or supplemented by a subsequent filing, on the date of such subsequent filing) did not contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each of the consolidated balance sheets The financial statements of Parent included in or incorporated by reference into the Parent SEC Reports Commission Filings (including the related “Parent Financials”) complied as to form, as of their respective dates of filing with the Commission, in all material respects with applicable accounting requirements and the published rules and regulations of the Commission with respect thereto, have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and schedules) fairly presents present in all material respects the consolidated financial position of Parent and the Parent its consolidated Subsidiaries as of its date the dates thereof and each of the consolidated statements results of operations, stockholders' equity their operations and cash flows of Parent included in or incorporated by reference into the Parent SEC Reports and the statement of operations for the period ended September 30, 2002 set forth on Schedule 6.7 of the Parent Disclosure Schedule (including any related notes and schedules) fairly presents the results of operations, stockholders' equity or cash flows, as the case may be, of Parent and the Parent Subsidiaries for the periods set forth therein then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which would not be material adjustments). The balance sheet of Parent contained in amount the Parent Commission Filings as of September 30, 2004 is hereinafter referred to as the “Parent Balance Sheet.” Except as disclosed in the Parent Financials (including the related notes) or effectParent Commission Filings, and except for obligations under either of the Transaction Documents, neither Parent nor any of its Subsidiaries has any liability (absolute, accrued, contingent or otherwise), that would be required to be disclosed on a balance sheet or in each case the related notes to consolidated financial statements prepared in accordance with GAAP consistently applied during the periods involvedGAAP, except as may be noted therein and except, liabilities incurred since the date of the Parent Balance Sheet in the case ordinary course of the unaudited statements, as permitted by Form 10-Q pursuant to Section 13 or 15(d) of the Exchange Act. No Parent Subsidiary is required to file any form, report or document business consistent with the Commissionpast practices.

Commission Documents. Parent has filed all required forms, reports, exhibits, schedules, statements and other documents Parent Commission Filings with the Commission since the date Parent became subject to the reporting obligations of the Exchange Act (as such documents may have been amended since the time of filingJanuary 1, collectively, the "Parent SEC Reports"), all of which were prepared in accordance with the applicable requirements of the Securities Laws2003. As of their respective dates, the Parent SEC Reports (a) Commission Filings complied as to form in all material respects with the applicable requirements of the Securities Laws Act or the Exchange Act, as the case may be, and the rules and regulations of the Commission promulgated thereunder applicable to such Parent Commission Filings, and none of the Parent Commission Filings when filed (bor, if amended or supplemented by a subsequent filing, on the date of such subsequent filing) did not contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each of the consolidated balance sheets The financial statements of Parent included in or incorporated by reference into the Parent SEC Reports Commission Filings (including the related “Parent Financials”) complied as to form, as of their respective dates of filing with the Commission, in all material respects with applicable accounting requirements and the published rules and regulations of the Commission with respect thereto, have been prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and schedules) fairly presents present in all material respects the consolidated financial position of Parent and the Parent its consolidated Subsidiaries as of its date the dates thereof and each of the consolidated statements results of operations, stockholders' equity their operations and cash flows of Parent included in or incorporated by reference into the Parent SEC Reports and the statement of operations for the period ended September 30, 2002 set forth on Schedule 6.7 of the Parent Disclosure Schedule (including any related notes and schedules) fairly presents the results of operations, stockholders' equity or cash flows, as the case may be, of Parent and the Parent Subsidiaries for the periods set forth therein then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which would not be material adjustments). The balance sheet of Parent contained in amount the Parent Commission Filings as of September 30, 2004 is hereinafter referred to as the “Parent Balance Sheet.” Except as disclosed in the Parent Financials or effectthe Parent Commission Filings, or obligations under this Agreement or any of the other Transaction Documents, neither Parent nor any of its Subsidiaries has any liability (absolute, accrued, contingent or otherwise), whether or not of a nature required to be disclosed on a balance sheet or in each case the related notes to consolidated financial statements prepared in accordance with GAAP consistently applied during GAAP, that is material to the periods involvedbusiness, results of operations or financial condition of Parent and its Subsidiaries taken as a whole, except as may be noted therein and except, liabilities (i) incurred since the date of Parent Balance Sheet in the case ordinary course of the unaudited statements, as permitted by Form 10-Q pursuant to Section 13 business consistent with past practices or 15(d(ii) of the Exchange Act. No Parent Subsidiary is required to file any form, report or document incurred in connection with the Commissiontransactions contemplated hereby.

Commission Documents. Parent The Company has delivered or made available to the Purchaser each registration statement, report, proxy statement or information statement (as defined in Regulation 14C under the Exchange Act) prepared by it since January 1, 1998, which reports constitute all of the documents required to be filed all required forms, reports, exhibits, schedules, statements and other documents by the Company with the Commission since such date, each in the date Parent became subject to form filed with the reporting obligations of the Exchange Act Commission (as such documents may have been amended since the time of filing, collectively, the "Parent SEC Company Reports"), all of which were prepared in accordance with the applicable requirements of the Securities Laws. As of their respective dates, the Parent SEC Company Reports (a) complied as to form in all material respects with the applicable requirements of the Securities Laws Act or the Securities Exchange Act, as the case may be, and the rules and regulations thereunder; and (b) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The Company has timely filed with the Commission all reports required to be filed under Section 13, 14 and 15(d) of the Exchange Act. Each of the consolidated balance sheets of Parent the Company included in or incorporated by reference into the Parent SEC Company Reports (including the related notes and schedules) fairly presents present in all material respects the consolidated financial position of Parent the Company and the Parent its Subsidiaries as of its date (subject, in the case of unaudited statements, to normal year-end audit adjustments which would not be material in amount or effect), and each of the consolidated statements of operations, changes in stockholders' equity and cash flows of Parent the Company included in or incorporated by reference into the Parent SEC Company Reports and the statement of operations for the period ended September 30, 2002 set forth on Schedule 6.7 of the Parent Disclosure Schedule (including any related notes and schedules) fairly presents present in all material respects the results of operations, changes in stockholders' equity or cash flows, as the case may be, of Parent the Company and the Parent its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments which would not be material in amount or effect). The financial statements of the Company, including the notes thereto, included in each case or incorporated by reference into the Company Reports comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the Commission with respect thereto, and have been prepared in accordance with GAAP consistently applied during GAAP. Since January 1, 1998, there has been no material change in the periods involved, Company's accounting methods or principles except as may be noted therein and except, described in the case of the unaudited notes to such Company financial statements, as permitted by Form 10-Q pursuant to Section 13 or 15(d) of the Exchange Act. No Parent Subsidiary is required to file any form, report or document with the Commission.