Common use of Commission Filings and Financial Statements Clause in Contracts

Commission Filings and Financial Statements. (a) Since January 1, ------------------------------------------- 1999, the Company has filed with the Securities and Exchange Commission (the "SEC"), and has heretofore made available to Parent, true and complete copies of all forms, reports, schedules, statements, and other documents required to be filed by it (including all exhibits, financial statements and proxy statements) under the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act") and the SEC's rules and regulations thereunder (the forms, reports, schedules, statements and other documents so filed by the Company, the "SEC Documents"). Except with respect to statements or omissions in any SEC Document which have been superseded or amended by statements made in any SEC Document filed thereafter but prior to the date hereof, (i) as of their respective dates, the SEC Documents complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act and the rules and regulations of the SEC promulgated thereunder and applicable to such SEC Documents, and (ii) none of the SEC Documents contained 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. The Company will deliver to the Parent as soon as they become available true and complete copies of any forms, reports, schedules, statements and other documents filed by the Company under the Securities Act or the Exchange Act subsequent to the date hereof and prior to the Effective Time. None of the Subsidiaries are required to file any forms, reports or other documents with the SEC.

Commission Filings and Financial Statements. (a) Since January 1, ------------------------------------------- 1999, the The Company has filed all forms, reports and documents (the “SEC Documents”) required to be filed with the Securities and Exchange Commission (the "SEC"), and has heretofore made available “Commission”) pursuant to Parent, true and complete copies of all forms, reports, schedules, statements, and other documents required to be filed by it (including all exhibits, financial statements and proxy statements) under the Exchange Act or the Securities Act of 1933, as amended (the "“Securities Act"”) or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as the case may be, and the SEC's rules and regulations of the Commission thereunder (the formssince August 8, reports, schedules, statements and other documents so filed by the Company, the "SEC Documents"). Except with respect to statements or omissions in any SEC Document which have been superseded or amended by statements made in any SEC Document filed thereafter but prior to 2006 through the date hereof, (i) as of this Agreement. As of their respective filing dates, the SEC Documents complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated Commission thereunder and applicable to such SEC Documents, and (ii) none of the SEC Documents contained 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. The Company will deliver to As of their respective filing dates, the Parent as soon as they become available true and complete copies financial statements of any forms, reports, schedules, statements and other documents filed by the Company under included in the Securities Act or SEC Documents complied as to form in all material respects with the Exchange Act subsequent to applicable accounting requirements and the date hereof rules and prior to the Effective Time. None regulations of the Subsidiaries are required Commission thereunder and were prepared in accordance with GAAP and fairly presented, in all material respects, the financial position of the Company as at the dates thereof and the results of operations and cash flows of the Company for the periods then ended (subject, in the case of unaudited statements, to file any formsnormal, reports recurring audit adjustments not material in scope or other documents with the SECamount).

Commission Filings and Financial Statements. (a) Since January 1, ------------------------------------------- 1999, the The Company has filed all forms, reports and documents (the “SEC Documents”) required to be filed with the Securities and Exchange Commission (the "SEC"), and has heretofore made available “Commission”) pursuant to Parent, true and complete copies of all forms, reports, schedules, statements, and other documents required to be filed by it (including all exhibits, financial statements and proxy statements) under the Exchange Act or the Securities Act At of 1933, as amended (the "“Securities Act"”) or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as the case may be, and the SEC's rules and regulations of the Commission thereunder (the formssince January 26, reports, schedules, statements and other documents so filed by the Company, the "SEC Documents"). Except with respect to statements or omissions in any SEC Document which have been superseded or amended by statements made in any SEC Document filed thereafter but prior to 2001 through the date hereof, (i) as of this Agreement. As of their respective filing dates, the SEC Documents complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated Commission thereunder and applicable to such SEC Documents, and (ii) none of the SEC Documents contained 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. The Company will deliver to As of their respective filing dates, the Parent as soon as they become available true and complete copies financial statements of any forms, reports, schedules, statements and other documents filed by the Company under included in the Securities Act or SEC Documents complied as to form in all material respects with the Exchange Act subsequent to applicable accounting requirements and the date hereof rules and prior to the Effective Time. None regulations of the Subsidiaries are required Commission thereunder and were prepared in accordance with GAAP and fairly presented, in all material respects, the financial position of the Company as at the dates thereof and the results of operations and cash flows of the Company for the periods then ended (subject, in the case of unauited statements, to file any formsnormal, reports recurring audit adjustments not material in scope or other documents with the SECamount).

Commission Filings and Financial Statements. (a) Since January 1, ------------------------------------------- 1999, the Company has filed with the Securities and Exchange Commission (the "SEC"), and has heretofore made available to Parent, true and complete copies of all forms, reports, schedules, statements, and other documents required to be filed by it (including all exhibits, financial statements and proxy statements) under the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act") and the SEC's rules and regulations thereunder (the forms, reports, schedules, statements and other documents so filed by the Company, the "SEC Documents"). Except with respect to statements or omissions in any SEC Document which have been superseded or amended by statements made in any SEC Document filed thereafter but prior to the date hereof, (i) as of their respective dates, the SEC Documents complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act and the rules and regulations of the SEC promulgated thereunder and applicable to such SEC Documents, and (ii) none of the SEC Documents contained 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. The Company will deliver to the Parent as soon as they become available true and complete copies of any forms, reports, schedules, statements and other documents filed by the Company under the Securities Act or the Exchange Act subsequent to the date hereof and prior to the Effective Time. None of the Subsidiaries are required to file any forms, reports or other documents with the SEC.