Common use of Commission Filings and Financial Statements Clause in Contracts

Commission Filings and Financial Statements. True and complete copies of all reports, registration statements, definitive proxy statements and other documents (in each case together with all amendments and supplements thereto) filed by the Company with the Securities and Exchange Commission (such reports, registration statements, definitive proxy statements and other documents, together with any amendments and supplements thereto, are sometimes collectively referred to as the "Company Commission Filings") are available to the Purchasers at the Commission’s website xxx.xxx.xxx. The Company Commission Filings constitute all of the documents (other than preliminary materials) that the Company was required to file with the Commission. As of their respective dates, each of the Company Commission Filings complied in all material respects with the applicable requirements of the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as applicable, and the rules and regulations under each such act, and none of the Company Commission Filings contained as of such date any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. When filed with the Commission the financial statements included in the Company Commission Filings complied as to form in all material respects with the applicable rules and regulations of the Commission and were prepared in accordance with generally accepted accounting principles (as in effect from time to time) applied on a consistent basis (except as may be indicated therein or in the notes or schedules thereto), and such financial statements fairly present in accordance with generally accepted accounting principles in all material respects the financial position of the Company as at the dates thereof and the results of its operations and its cash flows for the periods then ended, subject, in the case of the unaudited interim financial statements, to normal, recurring year-end audit adjustments and the absence of footnotes.

Commission Filings and Financial Statements. True (a) The Company has filed all forms, reports and complete copies of all reports, registration statements, definitive proxy statements and other documents (in each case together with all amendments and supplements theretothe "SEC Documents") required to be filed by the Company with the Securities and Exchange Commission (such reports, registration statements, definitive proxy statements and other documents, together with any amendments and supplements thereto, are sometimes collectively referred to as the "Company Commission FilingsCommission") are available pursuant to the Purchasers at Securities At of 1933, as amended (the Commission’s website xxx.xxx.xxx. The Company Commission Filings constitute all of the documents (other than preliminary materials"Securities Act") that the Company was required to file with the Commission. As of their respective dates, each of the Company Commission Filings complied in all material respects with the applicable requirements of the Securities Act and or the Securities Exchange Act of 1934, as amended (the “"Exchange Act”"), as applicablethe case may be, and the rules and regulations under each of the Commission thereunder since December 7, 2004 through the date of this Agreement. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the Commission thereunder applicable to such actSEC Documents, and none of the Company Commission Filings SEC Documents contained as of such date any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. When filed with the Commission As of their respective filing dates, the financial statements of the Company included in the Company Commission Filings SEC Documents complied as to form in all material respects with the applicable accounting requirements and the rules and regulations of the Commission thereunder and were prepared in accordance with generally accepted accounting principles (as in effect from time to time) applied on a consistent basis (except as may be indicated therein or in the notes or schedules thereto)GAAP and fairly presented, and such financial statements fairly present in accordance with generally accepted accounting principles in all material respects respects, the financial position of the Company as at the dates thereof and the results of its operations and its cash flows of the Company for the periods then ended, ended (subject, in the case of the unaudited interim financial statements, to normal, recurring year-end audit adjustments and the absence of footnotesnot material in scope or amount).

Commission Filings and Financial Statements. True The Company has heretofore made available to the Purchaser true and complete copies of all reports, registration statements, definitive proxy statements and other documents (in each case together with all amendments and supplements thereto) filed by the Company with the Securities and Exchange Commission since June 30, 1998 (such reports, registration statements, definitive proxy statements and other documents, together with any amendments and supplements thereto, are sometimes collectively referred to as the "Company Commission Filings") are available to the Purchasers at the Commission’s website xxx.xxx.xxx). The Company Commission Filings constitute all of the documents (other than preliminary materials) that the Company was required to file with the CommissionCommission since such date. As of their respective dates, each of the Company Commission Filings complied in all material respects with the applicable requirements of the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as applicable, and the rules and regulations under each such actAct, and none of the Company Commission Filings contained as of such date any and untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. When filed with the Commission the financial statements included in the Company Commission Filings complied as to form in all material respects with the applicable rules and regulations of the Commission and were prepared in accordance with generally accepted accounting principles (as in effect from time to time) applied on a consistent basis (except as may be indicated therein or in the notes or schedules thereto), and such financial statements fairly present in accordance with generally accepted accounting principles in all material respects the financial position of the Company as at the dates thereof and the results of its operations and its cash flows for the periods then ended, subject, in the case of the unaudited interim financial statements, to normal, recurring year-end audit adjustments and the absence of footnotes. Since June 30, 1998, except as disclosed in the Company Commission Filings filed with the Commission prior to the date hereof, the Company has not incurred any liability or obligation of any kind outside of the ordinary course of business, and no other event has occurred, which in the ordinary course of business, and no other event has occurred, which in any case or in the aggregate, would have a material adverse effect on the business, assets, results of operations or financial condition of the Company.

Commission Filings and Financial Statements. True The Company has heretofore made available to the Purchasers true and complete copies of all reports, registration statements, definitive proxy statements and other documents (in each case together with all amendments and supplements thereto) filed by the Company with the Securities and Exchange Commission since February 13, 2001 (such reports, registration statements, definitive proxy statements and other documents, together with any amendments and supplements thereto, are sometimes collectively referred to as the "Company Commission Filings") are available to the Purchasers at the Commission’s website xxx.xxx.xxx). The Company Commission Filings constitute all of the documents (other than preliminary materials) that the Company was required to file with the CommissionCommission since such date. As of their respective dates, each of the Company Commission Filings complied in all material respects with the applicable requirements of the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as applicable, and the rules and regulations under each such actAct, and none of the Company Commission Filings contained as of such date any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. When filed with the Commission the financial statements included in the Company Commission Filings complied as to form in all material respects with the applicable rules and regulations of the Commission and were prepared in accordance with generally accepted accounting principles (as in effect from time to time) applied on a consistent basis (except as may be indicated therein or in the notes or schedules thereto), and such financial statements fairly present in accordance with generally accepted accounting principles in all material respects the financial position of the Company as at the dates thereof and the results of its operations and its cash flows for the periods then ended, subject, in the case of the unaudited interim financial statements, to normal, recurring year-end audit adjustments and the absence of footnotes. Since February 13, 2001, except as disclosed in the Company Commission Filings filed with the Commission prior to the date hereof, the Company has not incurred any liability or obligation of any kind outside of the ordinary course of business, and no other event has occurred, which in any case or in the aggregate, would have a material adverse effect on the business, assets, results of operations or financial condition of the Company.

Commission Filings and Financial Statements. True and complete copies of all reports, registration statements, definitive proxy statements and other documents (in each case together with all amendments and supplements thereto) filed by the Company with the Securities and Exchange Commission (such reports, registration statements, definitive proxy statements and other documents, together with any amendments and supplements thereto, are sometimes collectively referred to as the "Company Commission Filings") are available to the Purchasers Purchaser at the Commission’s 's website xxx.xxx.xxxwxx.xxx.xxx. The Company Commission Filings constitute all of the documents (other than preliminary materials) that the Company was required to file with the Commission. As of their respective dates, each of the Company Commission Filings complied in all material respects with the applicable requirements of the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as applicable, and the rules and regulations under each such actAct, and none of the Company Commission Filings contained as of such date any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. When filed with the Commission the financial statements included in the Company Commission Filings complied as to form in all material respects with the applicable rules and regulations of the Commission and were prepared in accordance with generally accepted accounting principles (as in effect from time to time) applied on a consistent basis (except as may be indicated therein or in the notes or schedules thereto), and such financial statements fairly present in accordance with generally accepted accounting principles in all material respects the financial position of the Company as at the dates thereof and the results of its operations and its cash flows for the periods then ended, subject, in the case of the unaudited interim financial statements, to normal, recurring year-end audit adjustments and the absence of footnotes.

Commission Filings and Financial Statements. True The Company has filed all forms, reports and complete copies of all reports, registration statements, definitive proxy statements and other documents (in each case together with all amendments and supplements theretothe “SEC Documents”) required to be filed by the Company it with the U.S. Securities and Exchange Commission (such reports, registration statements, definitive proxy statements and other documents, together with any amendments and supplements thereto, are sometimes collectively referred to as the "Company Commission Filings"“Commission”) are available pursuant to the Purchasers at 1933 Act or the Commission’s website xxx.xxx.xxx. The Company Commission Filings constitute all of the documents (other than preliminary materials) that the Company was required to file with the Commission. As of their respective dates, each of the Company Commission Filings complied in all material respects with the applicable requirements of the Securities Act and the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), as applicablethe case may be, and the rules and regulations under each of the Commission thereunder up to September 30, 2003. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1933 Act or the Exchange Act, as the case may be, and the rules and regulations of the Commission thereunder applicable to such actSEC Documents, and none of the Company Commission Filings SEC Documents contained as of such date any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. When filed with the Commission As of their respective filing dates, the financial statements of the Company included in the Company Commission Filings SEC Documents complied as to form in all material respects with the applicable accounting requirements and the rules and regulations of the Commission thereunder and were prepared in accordance with generally accepted accounting principles (as in effect from time to time) consistently applied on a consistent basis (except as may be indicated therein or in the notes or schedules thereto)) and fairly presented, and such financial statements fairly present in accordance with generally accepted accounting principles in all material respects respects, the financial position of the Company as at the dates thereof and the results of its operations and its cash flows of the Company for the periods then ended, ended (subject, in the case of the unaudited interim financial statements, to normal, recurring year-end audit adjustments and the absence of footnotesnot material in scope or amount).

Commission Filings and Financial Statements. True The Company has heretofore made available to the Purchaser true and complete copies of all reports, registration statements, definitive proxy statements and other documents (in each case together with all amendments and supplements thereto) filed by the Company with the Securities and Exchange Commission since April 30, 1996 (such reports, registration statements, definitive proxy statements and other documents, together with any amendments and supplements thereto, are sometimes collectively referred to as the "Company Commission Filings") are available to the Purchasers at the Commission’s website xxx.xxx.xxx). The Company Commission Filings constitute all of the documents (other than preliminary materials) that the Company was required to file with the CommissionCommission since such date. As of their respective the irrespective dates, each of the Company Commission Filings complied in all material respects with the applicable requirements of the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as applicable, and the rules and regulations under each such actAct, and none of the Company Commission Filings contained as of such date any and untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. When filed with the Commission the financial statements included in the Company Commission Filings complied as to form in all material respects with the applicable rules and regulations of the Commission and were prepared in accordance with generally accepted accounting principles (as in effect from time to time) applied on a consistent basis (except as may be indicated therein or in the notes or schedules thereto), and such financial statements fairly present in accordance with generally accepted accounting principles in all material respects the financial position of the Company as at the dates thereof and the results of its operations and its cash flows for the periods then ended, subject, in the case of the unaudited interim financial statements, to normal, recurring year-end audit adjustments and the absence of footnotes. Since April 30, 1996, except as disclosed in the Company Commission Filings filed with the Commission prior to the date hereof, the Company has not incurred any liability or obligation of any kind outside of the ordinary course of business, and no other event has occurred, which in the ordinary course of business, and no other event has occurred, which in any case or in the aggregate, would have a material adverse effect on the business, assets, results of operations or financial condition of the Company.

Commission Filings and Financial Statements. True and complete copies of all reports, registration statements, definitive proxy statements and other documents (in each case together with all amendments and supplements thereto) filed by the Company Company, with the Securities and Exchange Commission and/or OTC Markets, as required by the Company’s current reporting status, (such reports, registration statements, definitive proxy statements and other documents, together with any amendments and supplements thereto, are sometimes collectively referred to as the "Company Commission Filings") are available to the Purchasers at the Commission’s website xxx.xxx.xxxat xxx.xxx.xxx or at the OTC Markets website at xxx.xxxxxxxxxx.xxx. The Company Commission Filings constitute all of the documents (other than preliminary materials) that the Company was required to file with the CommissionCommission or the OTC Markets, as applicable . As of their respective dates, each of the Company Commission Filings complied in all material respects with the applicable requirements of the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”)ActÓ) or the OTC Markets filing requirements , as applicable, and the rules and regulations under each such actact or OTC Markets rules, and none of the Company Commission Filings contained as of such date any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. When filed with the Commission the financial statements included in the Company Commission Filings complied as to form in all material respects with the applicable rules and regulations of the Commission and/or the OTC Marketplace rules and regulations and were prepared in accordance with generally accepted accounting principles (as in effect from time to time) applied on a consistent basis (except as may be indicated therein or in the notes or schedules thereto), and such financial statements fairly present in accordance with generally accepted accounting principles in all material respects the financial position of the Company as at the dates thereof and the results of its operations and its cash flows for the periods then ended, subject, in the case of the unaudited interim financial statements, to normal, recurring year-end audit adjustments and the absence of footnotes.

Commission Filings and Financial Statements. True The Company has heretofore made available to the Purchasers true and complete copies of all reports, registration statements, definitive proxy statements and other documents (in each case together with all amendments and supplements thereto) filed by the Company with the Securities and Exchange Commission since January 1, 2006 (such reports, registration statements, definitive proxy statements and other documents, together with any amendments and supplements thereto, are sometimes collectively referred to as the "Company Commission Filings") are available to the Purchasers at the Commission’s website xxx.xxx.xxx). The Company Commission Filings constitute all of the documents (other than preliminary materials) that the Company was required to file with the CommissionCommission since such date. As of their respective dates, each of the Company Commission Filings complied in all material respects with the applicable requirements of the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as applicable, and the rules and regulations under each such actAct, and none of the Company Commission Filings contained as of such date any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. When filed with the Commission the financial statements (other than those financial statements which were subsequently amended or restated) included in the Company Commission Filings complied as to form in all material respects with the applicable rules and regulations of the Commission and were prepared in accordance with generally accepted accounting principles (as in effect from time to time) applied on a consistent basis (except as may be indicated therein or in the notes or schedules thereto), and such financial statements fairly present in accordance with generally accepted accounting principles in all material respects the financial position of the Company as at the dates thereof and the results of its operations and its cash flows for the periods then ended, subject, in the case of the unaudited interim financial statements, to normal, recurring year-end audit adjustments and the absence of footnotes. Since January 1, 2006, except as disclosed in (i) the Company Commission Filings filed with the Commission prior to the date hereof and (ii) the Private Placement Memorandum with respect to the Twincraft Acquisition, the Company has not incurred any liability or obligation of any kind outside of the ordinary course of business, and no other event has occurred which, in any case or in the aggregate, would have a material adverse effect on the business, assets, results of operations or financial condition of the Company.