Common use of Commission Filings; Financial Statements Clause in Contracts

Commission Filings; Financial Statements. (a) The Company has filed all Commission Filings that it has been required to file with the Commission under the Securities Act and the Exchange Act. As of the respective dates of their filing with the Commission, or the date of any amendment thereto filed on or prior to the date hereof, the Commission Filings complied as to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act and 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. (b) Each of the historical consolidated financial statements of the Company (including any related notes or schedules) included in the Commission Filings was prepared in accordance with GAAP (except as may be disclosed therein), and complied in all material respects with the rules and regulations of the Commission. Such financial statements fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the dates thereof and the consolidated results of operations, cash flows and changes in stockholders' equity for the periods then ended (subject, in the case of the unaudited interim financial statements, to normal, recurring year-end audit adjustments). Except as set forth or reflected in the Commission Filings filed prior to the date hereof or as set forth on Schedule 4.6, neither the Company nor any of its Subsidiaries have any liabilities or obligations of any nature (whether accrued, absolute, contingent, unasserted or otherwise) that individually or in the aggregate could reasonably be expected to have a Material Adverse Effect.

Commission Filings; Financial Statements. (a) The Company Shared Technologies has filed all Commission Filings that it has been required to file forms, reports and documents during the past three years (collectively, the "SEC Reports") with the Securities and Exchange Commission under (the Securities Act and the Exchange Act. As "SEC"), all of the respective dates of their filing with the Commission, or the date of any amendment thereto which complied when filed on or prior to the date hereof, the Commission Filings complied as to form in all material respects with the all applicable provisions requirements of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "Securities Act") and the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the "Exchange Act"). As of their respective dates the SEC Reports (including all exhibits and schedules thereto and documents incorporated by reference therein) 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. (b) Each of the historical mis- leading. The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company (including any related notes Shared Technologies and its subsidiaries included or schedules) included incorporated by reference in the Commission Filings was such SEC Reports have been prepared in accordance with GAAP generally accepted accounting principles applied on a con- sistent basis during the periods involved (except as may be disclosed thereinindicated in the notes thereto), and complied in all material respects with the rules and regulations of the Commission. Such financial statements fairly present in all material respects the consolidated consol- idated financial position of the Company Shared Technologies and its Subsidiaries sub- sidiaries as of the dates thereof and the consolidated results of operations, operations and consolidated cash flows and changes in stockholders' equity for the periods then ended (subject, in the case of the any unaudited interim financial statements, to normal, recurring normal year-end audit adjustmentsadjustments and to the extent they may not include footnotes or may be condensed or summary statements). Except . (b) Shared Technologies will deliver to Fairchild as set forth soon as they become available true and complete copies of any report or reflected statement mailed by it to its securityholders gener- ally or filed by it with the SEC, in the Commission Filings filed prior each case subsequent to the date hereof and prior to the Effective Time. As of their respective dates, such reports and statements (excluding any information therein provided by Fairchild, as to which Shared Technologies makes no representation) will 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 therein, in light of the circumstances under which they are made, not misleading and will comply in all material respects with all applicable requirements of law. The audited consolidated financial statements and unaudited consolidated interim financial statements of Shared Technologies and its subsidiaries to be included or incorporated by reference in such reports and statements (excluding any information therein provided by Fairchild, as set forth to which Shared Technologies makes no representation) will be prepared in accordance with generally accepted accounting principles applied on Schedule 4.6a consistent basis throughout the periods involved (except as may be indicated in the notes thereto) and will fairly present the consolidated financial position of Shared Technologies and its subsidiaries as of the dates thereof and the consolidated results of opera- tions and consolidated cash flows for the periods then ended (subject, neither in the Company nor any of its Subsidiaries have any liabilities or obligations case of any nature (whether accruedunaudited interim financial state- ments, absolute, contingent, unasserted to normal year-end adjustments and to the extent they may not include footnotes or otherwise) that individually may be condensed or in the aggregate could reasonably be expected to have a Material Adverse Effectsummary statements).

Commission Filings; Financial Statements. (a) The Company Acquiror has filed all Commission Filings that it has been required to file with the Commission under the Securities Act and the Exchange Act. As of the respective dates of their filing made available to Target or its representatives all forms, reports and documents required to be filed by Acquiror with the CommissionCommission since December 31, or the date of any amendment thereto filed on or prior to the date hereof1996 (collectively, the "ACQUIROR COMMISSION REPORTS"). The Acquiror Commission Filings Reports (i) at the time filed, complied as to form in all material respects with the applicable provisions requirements of the Securities Act of 1933, as amended, (the "SECURITIES ACT"), and the Exchange Act Act, as the case may be, and (ii) 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 in such Acquiror Commission Reports or necessary in order to make the statements made thereinin such Acquiror Commission Reports, in the light of the circumstances under which they were made, not misleading. (b) Each of the historical consolidated financial statements of (including, in each case, any related notes) contained in the Company (Acquiror Commission Reports, including any related notes Acquiror Commission Reports filed after the date of this Agreement until the Closing, complied or schedules) included in the Commission Filings was prepared in accordance with GAAP (except will comply as may be disclosed therein), and complied to form in all material respects with the applicable published rules and regulations of the Commission. Such Commission with respect thereto, was prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods involved (except as may be indicated in the notes to such financial statements or, in the case of unaudited statements, as permitted by Form 10-Q of the Commission) and fairly present in all material respects presented the consolidated financial position of the Company Acquiror and its Subsidiaries as of at the respective dates thereof and the consolidated results of operations, its operations and cash flows and changes in stockholders' equity for the periods then ended (subjectindicated, in the case of except that the unaudited interim financial statements, statements were or are subject to normal, normal and recurring year-end audit adjustments). Except as set forth adjustments which were not or reflected in the Commission Filings filed prior to the date hereof or as set forth on Schedule 4.6, neither the Company nor any of its Subsidiaries have any liabilities or obligations of any nature (whether accrued, absolute, contingent, unasserted or otherwise) that individually or in the aggregate could reasonably be are not expected to have a Material Adverse Effectbe material in amount.

Commission Filings; Financial Statements. (a) The Company has filed all Commission Filings reports, registration statements and other filings, together with any amendments or supplements required to be made with respect thereto, that it has been required to file with the Commission under the Securities Act and the Exchange Act. As of the respective dates of their filing with the Commission, or the date of any amendment thereto filed on or prior to the date hereof, the Commission Filings complied as to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act and 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. (b) Each of the historical consolidated financial statements of the Company (including any related notes or schedules) included in the Commission Filings was prepared in accordance with GAAP (except as may be disclosed therein), and complied in all material respects with the rules and regulations of the Commission. Such financial statements fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of operations, cash flows and changes in stockholders' equity for the periods then ended (subject, in the case of the unaudited interim financial statements, to normal, recurring year-end audit adjustments). Except as set forth or reflected in the Commission Filings filed prior to the date hereof or as set forth on Schedule 4.6hereof, neither the Company nor any of its Subsidiaries does not have any liabilities or obligations of any nature (whether accrued, absolute, contingent, unasserted or otherwise) that individually or in the aggregate could reasonably would be expected to have a Material Adverse Effect.

Commission Filings; Financial Statements. (a) The Company Xxxxxxxxx has filed all Commission Filings that it has been required to file forms, reports and documents during the past three years (collectively, the "SEC Reports") with the Securities and Exchange Commission under (the Securities Act and the Exchange Act. As "SEC"), all of the respective dates of their filing with the Commission, or the date of any amendment thereto which complied when filed on or prior to the date hereof, the Commission Filings complied as to form in all material respects with the all applicable provisions requirements of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "Securities Act") and the Securities Exchange Act of 1934, as amended, and the rules and regulations promul- gated thereunder (the "Exchange Act"). As of their respective dates the SEC Reports (including all exhibits and schedules thereto and documents incorporated by reference therein) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or neces- sary to make the statements therein, in light of the circum- stances under which they were made, not misleading. The audited consolidated financial statements and unaudited consol- idated interim financial statements of Xxxxxxxxx and its sub- sidiaries included or incorporated by reference in such SEC Reports were prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto), and fairly presented the consolidated financial posi- tion of Xxxxxxxxx and its subsidiaries (before giving effect to the Xxxxxxxxx Reorganization) as of the dates thereof and the consolidated results of operations and consolidated cash flows for the periods then ended (subject, in the case of any unau- dited interim financial statements, to normal year-end adjust- ments and to the extent they may not include footnotes or may be condensed or summary statements). (b) Xxxxxxxxx will deliver to Shared Technologies as soon as they become available true and complete copies of any report or statement mailed by it to its securityholders gener- ally or filed by it with the SEC, in each case subsequent to the date hereof and prior to the Effective Time. As of their respective dates, such reports and statements (excluding any information therein provided by Shared Technologies, as to which Xxxxxxxxx makes no representation) will 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 are made, not misleading. (b) Each misleading and will comply in all material respects with all applicable requirements of the historical law. The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company Xxxxxxxxx and its subsidiaries to be included or incorporated by reference in such reports and statements (including excluding any related notes or schedulesinformation therein provided by Shared Technologies, as to which Xxxxxxxxx makes no representa- tion) included in the Commission Filings was will be prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis throughout the periods involved (except as may be disclosed therein), indicated in the notes thereto) and complied in all material respects with the rules and regulations of the Commission. Such financial statements will fairly present in all material respects the consolidated financial position of the Company Xxxxxxxxx and its Subsidiaries subsidiaries (before giving effect to the Xxxxxxxxx Reorganization unless otherwise speci- fied therein) as of the dates thereof and the consolidated results of operations, operations and consolidated cash flows and changes in stockholders' equity for the periods peri- ods then ended (subject, in the case of the any unaudited interim financial statements, to normal, recurring normal year-end audit adjustmentsadjustments and to the extent they may not include footnotes or may be condensed or summary statements). (c) Xxxxxxxxx has delivered to Shared Technologies audited financial statements for the three years ended June 30, 1995 (the "Xxxxxxxxx Financial Statements") which were prepared in accordance with generally accepted accounting principles applied on a consistent basis and which fairly present the con- solidated financial position, results of operations and cash flows of Xxxxxxxxx and its subsidiaries as if the Xxxxxxxxx Reorganization had occurred at the beginning of such three-year period. Except In addition, Fairchild has delivered to Shared Tech- nologies an unaudited pro forma balance sheet of each of D-M-E Inc., Xxxxxxxxx Fasteners Inc. and RHI as set forth or reflected of June 30, 1995 which was prepared in accordance with generally accepted accounting principles applied on a consistent basis and which fairly presents the Commission Filings filed prior consolidated financial position of such entities if the Xxxxxxxxx Reorganization had occurred at such date. (d) Xxxxxxxxx will deliver to Shared Technologies within 45 days of the end of each fiscal quarter subsequent to the date hereof or and prior to the Effective Time unaudited con- solidated interim financial statements for such quarter pre- pared in accordance with generally accepted accounting princi- ples on the same basis as set forth on Schedule 4.6, neither the Company nor any of its Subsidiaries have any liabilities or obligations of any nature (whether accrued, absolute, contingent, unasserted or otherwise) that individually or in the aggregate could reasonably be expected to have a Material Adverse EffectXxxxxxxxx Financial Statements were prepared.

Commission Filings; Financial Statements. (ai) The Company has filed all Commission Filings reports, registration statements and other filings, together with any amendments or supplements required to be made with respect thereto, that it has been required to file with the Commission under the Securities Act and the Exchange Act. As of the respective dates of their filing with the Commission, or all reports, registration statements and other filings filed by the date of any amendment thereto filed on or prior to the date hereof, Company with the Commission Filings together with all notes, exhibits and schedules thereto and documents incorporated by reference therein (the "Commission Filings") complied as to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein therein, or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (bii) Each of the historical consolidated financial statements of the Company (including any related notes or schedules) included in the Commission Filings was prepared in accordance with GAAP (except as may be disclosed therein), and complied in all material respects with the rules and regulations of the Commission. Such financial statements fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries subsidiaries as of the dates thereof and the consolidated results of operations, cash flows and changes in stockholders' equity for the periods then ended (subject, in the case of the unaudited interim financial statements, to normal, recurring year-end audit adjustments). Except as set forth or reflected in the Commission Filings filed prior to the date hereof or as set forth on Schedule 4.6hereof, neither the Company nor any of its Subsidiaries does not have any liabilities or obligations of any nature (whether accrued, absolute, contingent, unasserted or otherwise) that individually or in the aggregate could would reasonably be expected to have a Pricing Material Adverse Effect.

Commission Filings; Financial Statements. (a) The Seller has delivered or made available to the Buyer accurate and complete copies (including copies of exhibits) of each report, registration statement and definitive proxy and information statements filed by the Company has filed all Commission Filings that it has been required to file with the Commission under (collectively, with all information incorporated by reference therein or deemed to be incorporated by reference therein, “Company Commission Documents”). All statements, reports, schedules, forms and other documents required to have been filed by the Securities Act and Company with the Exchange ActCommission have been so filed on a timely basis. As of the respective dates of their filing time it was filed with the CommissionCommission (or, if amended or the date of any amendment thereto filed on or superseded by a filing prior to the date hereofof this Agreement, then on the date of such filing): (i) each of Company Commission Filings Documents complied as to form in all material respects with the applicable provisions requirements of the Securities Act and or the Exchange Act Act; and did not contain (ii) none of Company Commission Documents 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. (b) Each of the historical consolidated The financial statements of the contained in Company Commission Documents: (including any related notes or schedulesi) included in the Commission Filings was prepared in accordance with GAAP (except complied as may be disclosed therein), and complied to form in all material respects with the published rules and regulations of the Commission. Such Commission applicable thereto; (ii) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to such financial statements and, in the case of unaudited statements, as permitted by Form 10-QSB of the Commission); and (iii) fairly present present, in all material respects respects, the consolidated financial position of the Company and its Subsidiaries consolidated subsidiaries as of the respective dates thereof and the consolidated results of operations, cash flows operations of Company and changes in stockholders' equity its consolidated subsidiaries for the periods then ended (subject, in the case covered thereby. All adjustments considered necessary for a fair presentation of the unaudited interim financial statements, to normal, recurring year-end audit adjustments). Except as set forth or reflected in the Commission Filings filed prior to the date hereof or as set forth on Schedule 4.6, neither the Company nor any of its Subsidiaries statements have any liabilities or obligations of any nature (whether accrued, absolute, contingent, unasserted or otherwise) that individually or in the aggregate could reasonably be expected to have a Material Adverse Effectbeen included.

Commission Filings; Financial Statements. (a) The Company has filed all Commission Filings that it has been forms, reports, schedules, statements and other documents required to file with the Commission under the Securities Act and the Exchange Act. As of the respective dates of their filing with the Commissionbe filed by it since January 1, or the date of any amendment thereto filed on or prior 1996 to the date hereofhereof (collectively, as supplemented and amended since the time of filing, the Commission Filings complied as to form "COMPANY SEC REPORTS") with the SEC. The Company SEC Reports (i) were prepared in all material respects with the all applicable provisions requirements of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "SECURITIES ACT") and the Exchange Act Act, as the case may be, and (ii) did not at the time they were filed contain any untrue statement of a material fact or omit to state a any 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. The representation in clause (ii) of the preceding sentence does not apply to any misstatement or omission in any Company SEC Report filed prior to the date of this Agreement which was superseded by a subsequent Company SEC Report filed prior to the date of this Agreement. No Subsidiary of the Company is required to file any report, form or other document with the SEC. (b) Each of the historical The audited consolidated financial statements of the Company (including any related notes or schedules) included in the Commission Filings was prepared in accordance with GAAP (except as may be disclosed therein), and complied in all material respects with the rules and regulations of the Commission. Such unaudited consolidated interim financial statements fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries included or incorporated by reference in such Company SEC Reports (collectively, the "FINANCIAL STATEMENTS") have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be otherwise indicated in the notes thereto) and present fairly, in all material respects, the financial position and results of operations and cash flows of the Company and its Subsidiaries on a consolidated basis at the respective dates thereof and the consolidated results of operations, cash flows and changes in stockholders' equity for the respective periods then ended indicated (subjectexcept, in the case of the unaudited all such financial statements that are interim financial statements, to normal, recurring for normal year-end audit adjustments). . (c) Except as set forth or reflected in the Commission Filings filed prior to Company SEC Reports or in Section 3.6(c) of the date hereof or as set forth on Schedule 4.6Company Disclosure Letter, neither the Company nor any of its Subsidiaries have has any liabilities or obligations of any nature nature, whether absolute, accrued, unmatured, contingent or otherwise whether due or to become due, known or unknown, except (i) the liabilities recorded on the Company's consolidated balance sheet at March 31, 1999 (the "BALANCE SHEET") included in the financial statements referred in Section 3.6(a) hereof and the notes thereto, (ii) liabilities or obligations incurred since March 31, 1999 (whether accrued, absolute, contingent, unasserted or otherwisenot incurred in the ordinary course of business and consistent with past practice) that would not, individually or in the aggregate could aggregate, reasonably be expected to have a Company Material Adverse Effect, or (iii) liabilities that would not be required by United States generally accepted accounting principles to be disclosed in financial statements or in the notes thereto.

Commission Filings; Financial Statements. (a) The Company Mpath has filed all Commission Filings that it has been required to file with the Commission under the Securities Act and the Exchange Act. As of the respective dates of their filing made available to RTI or its representatives all forms, reports and documents required to be filed by Mpath with the CommissionCommission since February 16, or the date of any amendment thereto filed on or prior to the date hereof1999 (collectively, the "Mpath Commission Filings Reports"). The Mpath Commission Reports (i) at the time filed, complied as to form in all material respects with the applicable provisions requirements of the Securities Act of 1933, as amended, (the "Securities Act"), and the Exchange Act Act, as the case may be, and (ii) 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 in such Mpath Commission Reports or necessary in order to make the statements made thereinin such Mpath Commission Reports, in the light of the circumstances under which they were made, not misleading. (b) Each of the historical consolidated financial statements (including, in each case, any related notes) contained in the Mpath Commission Reports, including any Mpath Commission Reports filed after the date of this Agreement until the Effective Time, complied or will comply as to form in all material respects with the applicable published rules and regulations of the Company (including any related notes or schedules) included in the Commission Filings with respect thereto, was prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be disclosed therein)indicated in the notes to such financial statements or, and complied in all material respects with the rules and regulations case of unaudited statements, as permitted by Form 10-Q of the Commission. Such financial statements ) and fairly present in all material respects presented the consolidated financial position of the Company Mpath and its Subsidiaries as of at the respective dates thereof and the consolidated results of operations, its operations and cash flows and changes in stockholders' equity for the periods then ended (subjectindicated, in the case of except that the unaudited interim financial statements, statements were or are subject to normal, normal and recurring year-end audit adjustments). Except as set forth adjustments which were not or reflected in the Commission Filings filed prior to the date hereof or as set forth on Schedule 4.6, neither the Company nor any of its Subsidiaries have any liabilities or obligations of any nature (whether accrued, absolute, contingent, unasserted or otherwise) that individually or in the aggregate could reasonably be are not expected to have a Material Adverse Effectbe material in amount or effect.

Commission Filings; Financial Statements. (a) The Company has filed all Commission Filings that it has been required to file forms, reports and documents with the Commission under SEC since December 31, 2002, including, if applicable, in the Securities Act form filed with the SEC, together with any amendments thereto, (i) its Annual Report on Form 10-K for the fiscal year ended December 31, 2004 (the "Company 10-K"), (ii) all proxy statements relating to the Company's meetings of shareholders (whether annual or special) held since December 31, 2004 (the "Company Current Proxies"), (iii) its Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2005 and June 30, 2005 (the "Company June 2005 10-Q" and, together with the Company 10-K and the Exchange Act. As of Company Current Proxies, the respective dates of their filing "Company Current SEC Reports") and (iv) all other reports or registration statements filed by the Company with the CommissionSEC since December 31, or the date of any amendment thereto filed on or prior to the date hereof2002 (collectively, the Commission Filings "Company SEC Reports") with the SEC, all of which complied as to form when filed in all material respects with the all applicable provisions requirements of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "Securities Act") and the Exchange Act of 1934, as amended, and did not contain the rules and regulations promulgated thereunder (the "Exchange Act"). Except to the extent that information contained in any Company SEC Report was revised or superseded by a later filed Company SEC Report, none of the Company SEC Reports contained any untrue statement of a material fact or omit omitted to state a any 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. The Company has provided to Parent copies of all correspondence sent to or received from the SEC by the Company since December 31, 2002 (other than routine cover letters). (b) Each of the historical consolidated The audited financial statements and unaudited quarterly interim financial statements of the Company (including any related notes included or schedules) included incorporated by reference in the Commission Filings was Company SEC Reports were prepared in accordance with generally accepted accounting principles in the United States ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto and except as otherwise permitted by the applicable provisions of Regulation S-X under the Securities Act) and present fairly, in all material respects, the financial position and results of operations and cash flows of the Company as at the respective dates and for the respective periods indicated (and in the case of all such financial statements that are interim quarterly financial statements, contain all adjustments that are necessary in order to make the financial statements not misleading). (c) The Company has provided to Parent true and complete copies of the unaudited balance sheet of the Company at July 31, 2005 (the "July Balance Sheet") and the unaudited statements of income and cash flow of the Company for the period from March 31, 2005 through July 31, 2005 (collectively, the "July Financials"). The July Financials fairly present, in all material respects, the financial position of the Company at July 31, 2005 and the results of operations and cash flow of the Company for the period then ended, and have been prepared in accordance with GAAP applied on a consistent basis, except that such financial statements do not include all footnote disclosures that might otherwise be required to be included by GAAP, and are subject to normal non-recurring year-end audit adjustments. The July Balance Sheet reflects all liabilities of the Company, whether absolute, accrued or contingent, as of the date thereof of the type required to be reflected or disclosed on a balance sheet prepared in accordance with GAAP (except as may be disclosed thereinapplied in a manner consistent with the notes of the financial statements included in the Company 10-K), and complied in all material respects with except that the rules and regulations of the Commission. Such financial statements fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the dates thereof and the consolidated results of operations, cash flows and changes in stockholders' equity for the periods then ended (subject, in the case of the unaudited interim financial statements, July Balance Sheet does not include any footnote disclosures that might otherwise be required to normal, recurring year-end audit adjustments). Except as set forth or reflected in the Commission Filings filed prior to the date hereof or as set forth on Schedule 4.6, neither the Company nor any of its Subsidiaries have any liabilities or obligations of any nature (whether accrued, absolute, contingent, unasserted or otherwise) that individually or in the aggregate could reasonably be expected to have a Material Adverse Effectincluded by GAAP.

Commission Filings; Financial Statements. (ai) The Company has Gaiam is a company required to file periodic reports with the Commission and has, since November 1999, filed in a timely manner all Commission Filings that it has been required to file have been filed with the Commission under the Securities Act and the Exchange Act, as the case may be, and the rules and regulations of the Commission promulgated thereunder applicable thereto. As of the respective dates of their filing with the Commission, or the date of any amendment thereto filed on or prior to the date hereof, the Commission Filings complied as to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act and the rules and regulations of the Commission promulgated thereunder applicable thereto and 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. (bii) Each of the historical consolidated financial statements of the Company Gaiam (including any related notes or schedules) included in Gaiam’s annual report for the Commission Filings year ended December 31, 2004 and any annual report on Form 10-K or quarterly report on Form 10-Q filed thereafter (the “Gaiam Financial Statements”) was prepared (i) in accordance with the books and records of Gaiam and (ii) in accordance with GAAP (except as may be disclosed therein), and complied in all material respects with the rules and regulations of the Commission. Such financial statements fairly present in all material respects the consolidated financial position of the Company Gaiam and its Subsidiaries as of the dates thereof and the consolidated results of operations, cash flows and changes in stockholders' shareholders’ equity for the periods then ended indicated (subject, in the case of the unaudited interim financial statements, to normal, recurring year-end audit adjustments). Except . (iii) The Gaiam Financial Statements complied, when filed, as set forth or reflected to form in all material respects with the applicable accounting requirements and the published rules and regulations of the Commission Filings filed prior with respect thereto, including, but not limited to, the applicable requirements of Regulation S-X promulgated under the Exchange Act and Xxxxxxxx-Xxxxx. (iv) The Chief Executive Officer and the Chief Financial Officer of Gaiam have signed, and Gaiam has furnished to the date hereof Commission, all certifications required by Section 906 of Xxxxxxxx-Xxxxx; such certifications contain no qualifications or as set forth on Schedule 4.6, exceptions to the matters certified therein and have not been modified or withdrawn; and neither the Company Gaiam nor any of its Subsidiaries have officers has received notice from any liabilities Governmental Authority questioning or obligations challenging the accuracy, completeness, form or manner of any nature (whether accrued, absolute, contingent, unasserted filing or otherwise) that individually or submission of such certifications. Except as disclosed in the aggregate could reasonably be expected Commission Filings, to have Gaiam’s Knowledge, each director and executive officer of Gaiam has filed with the Commission on a Material Adverse Effecttimely basis all statements required by Section 16(a) of the Exchange Act and the rules and regulations thereunder since January 1, 2004.

Commission Filings; Financial Statements. (a) The Company has filed with the Securities and Exchange Commission (the "Commission") and made available to the Purchaser and its representatives all Commission Filings that it has been required to file forms, reports and documents filed by the Company with the Commission under the Securities Act and the Exchange Act. As of the respective dates of their filing with the Commissionsince December 31, or the date of any amendment thereto filed on or prior to the date hereof1998 (collectively, the "Company Commission Filings Reports"). The Company Commission Reports (i) at the time filed, complied as to form in all material respects with the applicable provisions requirements of the Securities Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as applicable, and (ii) 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 amending or superseding filing) contain any untrue statement of a material fact or omit 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. (b) Each of the historical consolidated financial statements of (including, in each case, any related notes) contained in the Company (including any related notes or schedules) included in the Commission Filings was prepared in accordance with GAAP (except Reports complied as may be disclosed therein), and complied to form in all material respects with the applicable published rules and regulations of the Commission. Such Commission with respect thereto, was prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods involved (except as may be indicated in the notes to such financial statements fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the dates thereof and the consolidated results of operations, cash flows and changes in stockholders' equity for the periods then ended (subjector, in the case of the unaudited interim financial statements, to normalas permitted by Form 10-Q of the Commission) and include all adjustments, recurring year-end audit consisting only of normal accounting adjustments), that the Company reasonably considers necessary for a fair presentation of its financial position at the respective dates and the results of its operations and cash flows for the periods indicated. Except as set forth or reflected disclosed in the Company Commission Filings Reports filed with the Commission prior to the date hereof hereof, since December 31, 1998, taking into account the cumulative effect of all developments and events since such date, there has not been any development or as set forth on Schedule 4.6event, neither the Company nor any or series of its Subsidiaries have any liabilities developments or obligations of any nature (whether accruedevents, absolute, contingent, unasserted or otherwise) that individually or in the aggregate could would reasonably be expected to have a Material Adverse Effect.

Commission Filings; Financial Statements. (a) The Company has filed all Commission Filings that it has been forms, reports, schedules, statements and other documents required to file be filed by it since January 1, 2000 (as supplemented and amended since the time of filing collectively, the "SEC REPORTS") with the Commission under SEC, each of which complied when filed in all material respects with all applicable requirements of the Securities Act and the Exchange Act. As The audited consolidated financial statements and unaudited consolidated interim financial statements of the respective dates of their filing with the Commission, Company and its subsidiaries included or the date of any amendment thereto filed on or prior to the date hereof, the Commission Filings incorporated by reference in such SEC Reports complied as to form in all material respects with applicable accounting requirements and the applicable provisions published rules and regulations of the Securities Act and the Exchange Act and 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 thereinSEC with respect thereto, in the light of the circumstances under which they were made, not misleading. (b) Each of the historical consolidated financial statements of the Company (including any related notes or schedules) included in the Commission Filings was have been prepared in accordance with GAAP generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be disclosed therein), indicated in the notes thereto) and complied in all material respects with present fairly the rules and regulations of the Commission. Such financial statements fairly present in all material respects the consolidated financial position and results of operations and cash flows of the Company and its Subsidiaries subsidiaries on a consolidated basis at the respective dates and for the respective periods indicated (subject, in the case of all such financial statements that are interim financial statements, to normal year-end audit adjustments, none of which are expected to result in a Material Adverse Effect). Except as set forth in Section 4.6 of the dates thereof and Disclosure Schedule, since December 31, 1999, there has not been any change, or any application or request for any change, by the consolidated results Company or any of operationsits subsidiaries in accounting principles, cash flows and changes in stockholders' equity methods or policies for the periods then ended financial accounting or tax purposes (subject, in the case of the unaudited interim financial statements, to normal, recurring normal year-end audit adjustments). Except as set forth None of the SEC Reports, including, without limitation, any financial statements or reflected in schedules included or incorporated therein by reference, contained at the Commission Filings time filed prior any untrue statement of a material fact or omitted to the date hereof or as set forth on Schedule 4.6, neither the Company nor state any of its Subsidiaries have any liabilities or obligations of any nature (whether accrued, absolute, contingent, unasserted or otherwise) that individually or in the aggregate could reasonably material fact required to be expected to have a Material Adverse Effect.stated

Commission Filings; Financial Statements. (a) The Company has filed with the Securities and Exchange Commission (the "COMMISSION") and made available to the Purchaser or its representatives all Commission Filings that it has been forms, reports and documents required to file be filed by the Company with the Commission under the Securities Act and the Exchange Act. As of the respective dates of their filing with the Commissionsince December 31, or the date of any amendment thereto filed on or prior to the date hereof1997 (collectively, the "COMPANY COMMISSION REPORTS"). The Company Commission Filings Reports (i) at the time filed, complied as to form in all material respects with the applicable provisions requirements of the Securities Act of 1933, as amended, (the "SECURITIES ACT"), and the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), as the case may be, and (ii) 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 in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (b) Each of the historical consolidated financial statements of (including, in each case, any related notes) contained in the Company (Commission Reports, including any related notes or schedules) included in such Report filed after the Commission Filings was prepared in accordance with GAAP (except date of this Agreement until the Closing, complied as may be disclosed therein), and complied to form in all material respects with the applicable published rules and regulations of the Commission. Such Commission with respect thereto, was prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods involved (except as may be indicated in the notes to such financial statements or, in the case of unaudited statements, as permitted by Form 10-Q of the Commission) and fairly present in all material respects presented the consolidated financial position of the Company and its Subsidiaries subsidiaries as of at the respective dates thereof and the consolidated results of operations, its operations and cash flows and changes in stockholders' equity for the periods then ended (subjectindicated, in the case of except that the unaudited interim financial statements, statements were or are subject to normal, normal and recurring year-end audit adjustments). Except as set forth adjustments which were not or reflected in the Commission Filings filed prior to the date hereof or as set forth on Schedule 4.6, neither the Company nor any of its Subsidiaries have any liabilities or obligations of any nature (whether accrued, absolute, contingent, unasserted or otherwise) that individually or in the aggregate could reasonably be are not expected to have a Material Adverse Effectbe material in amount.

Commission Filings; Financial Statements. (a) The Seller has delivered or made available to the Purchasers accurate and complete copies (including copies of exhibits) of each report, registration statement and definitive proxy and information statements filed by the Company has filed all Commission Filings that it has been required to file with the Commission under (collectively, with all information incorporated by reference therein or deemed to be incorporated by reference therein, "Company Commission Documents"). All statements, reports, schedules, forms and other documents required to have been filed by the Securities Act and Company with the Exchange ActCommission have been so filed on a timely basis. As of the respective dates of their filing time it was filed with the CommissionCommission (or, if amended or the date of any amendment thereto filed on or superseded by a filing prior to the date hereofof this Agreement, then on the date of such filing): (i) each of Company Commission Filings Documents complied as to form in all material respects with the applicable provisions requirements of the Securities Act and or the Exchange Act Act; and did not contain (ii) none of Company Commission Documents 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. (b) Each of the historical consolidated The financial statements of the contained in Company Commission Documents: (including any related notes or schedulesi) included in the Commission Filings was prepared in accordance with GAAP (except complied as may be disclosed therein), and complied to form in all material respects with the published rules and regulations of the Commission. Such Commission applicable thereto; (ii) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to such financial statements fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the dates thereof and the consolidated results of operations, cash flows and changes in stockholders' equity for the periods then ended (subjectand, in the case of the unaudited interim financial statements, to normalas permitted by the Commission); and (iii) fairly present, recurring year-end audit adjustments)in all material respects, the financial position of Company as of the respective dates thereof and the results of operations of Company for the periods covered thereby. Except as set forth or reflected in All adjustments considered necessary for a fair presentation of the Commission Filings filed prior to the date hereof or as set forth on Schedule 4.6, neither the Company nor any of its Subsidiaries financial statements have any liabilities or obligations of any nature (whether accrued, absolute, contingent, unasserted or otherwise) that individually or in the aggregate could reasonably be expected to have a Material Adverse Effectbeen included.

Commission Filings; Financial Statements. (a) The Except for amendments required to Exchange Act filings as a result of the restatements of the Company's financial statements described in the Company's financial statements described in the Company's Annual Report on Form 10-K for the fiscal year ending December 31, 1999, the Company has timely filed all Commission Filings reports, registration statements and other filings, together with any amendments or supplements required to be made with respect thereto, that it has been required to file with the Commission under the Securities Act and the Exchange Act. As The Company's Annual Report on Form 10-K for the fiscal year ending December 31, 1999, as amended as a result of the respective dates restatements of their filing with the CommissionCompany's financial statements described in the Company's financial statements thereto, or the date of any amendment thereto filed on or prior to the date hereof, the and all Commission Filings filed thereafter have complied as to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act and 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. (b) Each of the historical consolidated financial statements of the Company (including any related notes or schedules) included in the Commission Filings was prepared in accordance with GAAP (except as may be disclosed therein), and complied in all material respects with the rules and regulations of the Commission. Such financial statements fairly present in all material respects the consolidated financial position of the Company and its the Subsidiaries as of the dates thereof and the consolidated results of operations, cash flows and changes in stockholders' equity for the periods then ended (subject, in the case of the unaudited interim financial statements, to normal, recurring year-end audit adjustments). Except as set forth or reflected in the Commission Filings filed prior to the date hereof or as set forth on Schedule 4.6hereof, neither the Company nor any of its Subsidiaries does not have any liabilities or obligations of any nature (whether accrued, absolute, contingent, unasserted or otherwise) that individually or in the aggregate could reasonably would be expected to have a Material Adverse Effect.

Commission Filings; Financial Statements. (a) The Company has filed all Commission Filings reports, registration statements and other filings, together with any amendments or supplements required to be made with respect thereto, that it has been required to file with the Commission under the Securities Act and the Exchange Act. As of the respective dates of their filing with the Commission, or the date of any amendment thereto filed on or prior to the date hereof, the Commission Filings complied as to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act and 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. (b) Each of the historical consolidated financial statements of the Company (including any related notes or schedules) included in the Commission Filings was prepared in accordance with GAAP (except as may be disclosed therein), and complied in all material respects with the rules and regulations of the Commission. Such financial statements fairly present in all material respects the consolidated financial position of the Company and its the Subsidiaries as of the dates thereof and the consolidated results of operations, cash flows and changes in stockholders' equity for the periods then ended (subject, in the case of the unaudited interim financial statements, to normal, recurring year-end audit adjustments). Except as set forth on Schedule 3.5(b) or as reflected in the Commission Filings filed prior to the date hereof or as set forth on Schedule 4.6hereof, neither the Company nor any of its Subsidiaries does not have any liabilities or obligations of any nature (whether accrued, absolute, contingent, unasserted or otherwise) that individually or in the aggregate could reasonably would be expected to have a Material Adverse Effect.

Commission Filings; Financial Statements. (a) The Seller has delivered or made available to the Buyer accurate and complete copies (including copies of exhibits) of each report, registration statement and definitive proxy and information statements filed by the Company has filed all Commission Filings that it has been required to file with the Commission under (collectively, with all information incorporated by reference therein or deemed to be incorporated by reference therein, “Company Commission Documents”). All statements, reports, schedules, forms and other documents required to have been filed by the Securities Act and Company with the Exchange ActCommission have been so filed on a timely basis except for the Company's Quarterly Report on Form 10Q-SB, which was filed one day late on May 16, 2005. As of the respective dates of their filing time it was filed with the CommissionCommission (or, if amended or the date of any amendment thereto filed on or superseded by a filing prior to the date hereofof this Agreement, then on the date of such filing): (i) each of Company Commission Filings Documents complied as to form in all material respects with the applicable provisions requirements of the Securities Act and or the Exchange Act Act; and did not contain (ii) none of Company Commission Documents 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. (b) Each of the historical consolidated The financial statements of the contained in Company Commission Documents: (including any related notes or schedulesi) included in the Commission Filings was prepared in accordance with GAAP (except complied as may be disclosed therein), and complied to form in all material respects with the published rules and regulations of the Commission. Such Commission applicable thereto; (ii) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to such financial statements and, in the case of unaudited statements, as permitted by Form 10-QSB of the Commission); and (iii) fairly present present, in all material respects respects, the consolidated financial position of the Company and its Subsidiaries consolidated subsidiaries as of the respective dates thereof and the consolidated results of operations, cash flows operations of Company and changes in stockholders' equity its consolidated subsidiaries for the periods then ended (subject, in the case covered thereby. All adjustments considered necessary for a fair presentation of the unaudited interim financial statements, to normal, recurring year-end audit adjustments). Except as set forth or reflected in the Commission Filings filed prior to the date hereof or as set forth on Schedule 4.6, neither the Company nor any of its Subsidiaries statements have any liabilities or obligations of any nature (whether accrued, absolute, contingent, unasserted or otherwise) that individually or in the aggregate could reasonably be expected to have a Material Adverse Effectbeen included.

Commission Filings; Financial Statements. (a) The Company Buyer has filed all Commission Filings that it has been forms, reports, schedules, statements and other documents required to file be filed by it since October 31, 1996 to the date hereof (collectively, as supplemented and amended since the time of filing, the "BUYER SEC REPORTS") with the Commission under SEC. The Buyer SEC Reports (i) were prepared in all material respects with all applicable requirements of the Securities Act and the Exchange Act. As of , as the respective dates of their filing with the Commissioncase may be, or the date of any amendment thereto filed on or prior to the date hereof, the Commission Filings complied as to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act and (ii) did not at the time they were filed contain any untrue statement of a material fact or omit to state a any 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. The representation in clause (ii) of the preceding sentence does not apply to any misstatement or omission in any Buyer SEC Report filed prior to the date of this Agreement which was superseded by a subsequent Buyer SEC Report filed prior to the date of this Agreement. (b) Each of the historical The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company (including any related notes Buyer and its Subsidiaries included or schedules) included incorporated by reference in the Commission Filings was such Buyer SEC Reports have been prepared in accordance with GAAP United States generally accepted accounting principles applied on a consistent basis during the periods involved (except as may otherwise be disclosed therein)indicated in the notes thereto) and present fairly, and complied in all material respects with respects, the rules and regulations of the Commission. Such financial statements fairly present in all material respects the consolidated financial position and results of the Company operations and cash flows of Buyer and its Subsidiaries as of on a consolidated basis at the respective dates thereof and the consolidated results of operations, cash flows and changes in stockholders' equity for the respective periods then ended indicated (subjectexcept, in the case of the unaudited all such financial statements that are interim financial statements, to normal, recurring for normal year-end audit adjustments). Except as set forth or reflected in the Commission Filings filed prior to the date hereof or as set forth on Schedule 4.6, neither the Company nor any of its Subsidiaries have any liabilities or obligations of any nature (whether accrued, absolute, contingent, unasserted or otherwise) that individually or in the aggregate could reasonably be expected to have a Material Adverse Effect.

Commission Filings; Financial Statements. (a) The Company has timely filed all Commission Filings that it has been registration statements, prospectuses, forms, reports and documents required to file with the Commission be filed by it under the Securities Act and or the Exchange Act. As of , as the respective dates of their filing with the Commissioncase may be, or the date of any amendment thereto filed on or since September 30, 2000 (those filings that have been made prior to the date hereof, collectively, the "COMPANY COMMISSION FILINGS"). The Company Commission Filings complied (i) as to form of their respective dates, were prepared in all material respects accordance with the applicable provisions requirements of the Securities Act and or the Exchange Act Act, as the case may be, and (ii) did not at the time they were filed contain any untrue statement of a material fact or omit 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. As of the date of this Agreement, no Subsidiary is subject to the periodic reporting requirements of the Exchange Act. (b) Each of the historical consolidated financial statements of the Company and its Subsidiaries (including including, in each case, any related notes or schedules) included contained in the Company Commission Filings was prepared in accordance with GAAP (except in the case of unaudited quarterly financial statements as may be disclosed therein)permitted by Form 10-Q under the Exchange Act) on a consistent basis throughout the periods indicated, and complied in all material respects with the rules and regulations of the Commission. Such financial statements each fairly present in all material respects presented the consolidated financial position of the Company and its Subsidiaries consolidated subsidiaries as of the respective dates thereof and the consolidated results of operations, cash flows and changes in stockholders' invested equity of the Company and its consolidated subsidiaries for the respective periods then ended indicated therein (subject, in the case of the unaudited interim financial statements, to normal, recurring normal year-end audit adjustments). Except as set forth or reflected in the Commission Filings filed prior to the date hereof or as set forth on Schedule 4.6adjustments that would not, neither the Company nor any of its Subsidiaries have any liabilities or obligations of any nature (whether accrued, absolute, contingent, unasserted or otherwise) that individually or in the aggregate could aggregate, reasonably be expected to have a Material Adverse Effect).

Commission Filings; Financial Statements. (a) The Company has filed all Commission Filings that it has been required to file with the Commission under the Securities Act and the Exchange Act. As of the respective dates of their filing with the Commission, or the date of any amendment thereto filed on or prior to the date hereof, the Commission Filings complied as to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act and 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. (b) Each of the historical consolidated financial statements of the Company (including any related notes or schedules) included in the Commission Filings was prepared in accordance with GAAP (except as may be disclosed therein), and complied in all material respects with the rules and regulations of the Commission. Such financial statements fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the dates thereof and the consolidated results of operations, cash flows and changes in stockholders' equity for the periods then ended (subject, in the case of the unaudited interim financial statements, to normal, recurring year-end audit adjustments). Except as set forth or reflected in the Commission Filings filed prior to the date hereof or as set forth on Schedule 4.63.7, neither the Company nor any of its Subsidiaries have any liabilities Liabilities or obligations of any nature (whether accrued, absolute, contingent, unasserted or otherwise) that individually or in the aggregate could reasonably be expected to have a Material Adverse Effect.

Commission Filings; Financial Statements. (a) The Company has filed all Commission Filings that it has been required to file with the Commission under the Securities Act and the Exchange Act. As of the respective dates of their filing with the Commission, or the date of any amendment thereto filed on or prior to the date hereof, the Commission Filings complied as to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act and 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. (b) . Each of the historical consolidated financial statements of the Company (including any related notes or schedules) included in the Commission Filings was prepared in accordance with GAAP (except as may be disclosed therein), and complied in all material respects with the rules and regulations of the Commission. Such financial statements fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the dates thereof and the consolidated results of operations, cash flows and changes in stockholders' equity for the periods then ended (subject, in the case of the unaudited interim financial statements, to normal, recurring year-end audit adjustments). Except as set forth or reflected in the Commission Filings filed prior to the date hereof or as set forth on Schedule 4.6, neither the Company nor any of its Subsidiaries have any liabilities or obligations of any nature (whether accrued, absolute, contingent, unasserted or otherwise) that individually or in the aggregate could reasonably be expected to have a Material Adverse Effect.

Commission Filings; Financial Statements. (a) The Company has timely filed all Commission Filings that it has been registration statements, prospectuses, forms, reports and documents required to file with the Commission be filed by it under the Securities Act and or the Exchange Act. As of , as the respective dates of their filing with the Commissioncase may be, or the date of any amendment thereto filed since September 30, 2001 (those filings that have been made on or prior to the date hereofof this Agreement, collectively, the "Company Commission Filings"). The Company Commission Filings complied (i) as to form of their respective dates, were prepared in all material respects accordance with the applicable provisions requirements of the Securities Act and or the Exchange Act Act, as the case may be, and (ii) did not not, at the time they were filed, contain any untrue statement of a material fact or omit 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. As of the date of this Agreement, no Subsidiary is subject to the periodic reporting requirements of the Exchange Act. (b) Each of the historical consolidated financial statements of the Company and its Subsidiaries (including including, in each case, any related notes or schedules) included contained in the Company Commission Filings was prepared in accordance with GAAP (except in the case of unaudited quarterly financial statements as may be disclosed therein)permitted by Form 10-Q under the Exchange Act) on a consistent basis throughout the periods indicated, and complied in all material respects with the rules and regulations of the Commission. Such financial statements each fairly present in all material respects presented the consolidated financial position of the Company and its Subsidiaries consolidated subsidiaries as of the respective dates thereof and the consolidated results of operations, cash flows and changes in stockholders' invested equity of the Company and its consolidated subsidiaries for the respective periods then ended indicated therein (subject, in the case of the unaudited interim financial statements, to normal, recurring normal year-end audit adjustments). Except as set forth or reflected in the Commission Filings filed prior to the date hereof or as set forth on Schedule 4.6adjustments that would not, neither the Company nor any of its Subsidiaries have any liabilities or obligations of any nature (whether accrued, absolute, contingent, unasserted or otherwise) that individually or in the aggregate could aggregate, reasonably be expected to have a Material Adverse Effect).

Commission Filings; Financial Statements. (a) The Company Net2Phone has filed all Commission Filings that it has been required to file with the Commission under the Securities Act and the Exchange Act. As of the respective dates of their filing made available to Net2Phone or its representatives all forms, reports and documents required to be filed by Net2Phone with the CommissionCommission since July 30, or the date of any amendment thereto filed on or prior to the date hereof1999 (collectively, the "Net2Phone Commission Filings Reports"). Net2Phone Commission Reports (i) at the time filed, complied as to form in all material respects with the applicable provisions requirements of the Securities Act Act, and the Exchange Act Act, as the case may be, and (ii) 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 in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (b) Each of the historical consolidated financial statements of the Company (including, in each case, any related notes) contained in Net2Phone Commission Reports, including any related notes or schedules) included in such Report filed after the Commission Filings was prepared in accordance with GAAP (except date of this Agreement until the Closing, complied as may be disclosed therein), and complied to form in all material respects with the applicable published rules and regulations of the Commission. Such Commission with respect thereto, was prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods involved (except as may be indicated in the notes to such financial statements or, in the case of unaudited statements, as permitted by Form 10-Q of the Commission) and fairly present in all material respects presented the consolidated financial position of the Company Net2Phone and its Subsidiaries subsidiaries as of at the respective dates thereof and the consolidated results of operations, its operations and cash flows and changes in stockholders' equity for the periods then ended (subjectindicated, in the case of except that the unaudited interim financial statements, statements were or are subject to normal, normal and recurring year-end audit adjustments). Except as set forth adjustments which were not or reflected in the Commission Filings filed prior to the date hereof or as set forth on Schedule 4.6, neither the Company nor any of its Subsidiaries have any liabilities or obligations of any nature (whether accrued, absolute, contingent, unasserted or otherwise) that individually or in the aggregate could reasonably be are not expected to have a Material Adverse Effectbe material in amount.

Commission Filings; Financial Statements. (a) The Company has timely filed all Commission Filings reports, registration statements and other filings, together with any amendments or supplements required to be made with respect thereto, that it has been required to file with the Commission under the Securities Act and the Exchange Act. As of the respective dates of their filing with the Commission, or the date of any amendment thereto filed on or prior to the date hereof, the Commission Filings complied as to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act and 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. (b) Each of the historical consolidated financial statements of the Company (including any related notes or schedules) included in the Commission Filings was prepared in accordance with GAAP (except as may be disclosed therein), and complied in all material respects with the rules and regulations of the Commission. Such financial statements fairly present in all material respects the consolidated financial position of the Company and its the Subsidiaries as of the dates thereof and the consolidated results of operations, cash flows and changes in stockholders' equity for the periods then ended (subject, in the case of the unaudited interim financial statements, to normal, recurring year-end audit adjustments). Except as set forth or reflected in the Commission Filings filed prior to the date hereof or as set forth on Schedule 4.6hereof, neither the Company nor any of its Subsidiaries does not have any liabilities or obligations of any nature (whether accrued, absolute, contingent, unasserted or otherwise) that individually or in the aggregate could reasonably be expected to have a Material Adverse Effect).

Commission Filings; Financial Statements. (a) The Company has filed all Commission Filings that it has been required to file forms, reports and documents with the Commission under SEC since December 31, 2003, including, if applicable, in the Securities Act form filed with the SEC, together with any amendments thereto, (i) its Annual Report on Form 10-KSB for the fiscal year ended December 31, 2006 (the "Company 10-K"), (ii) all proxy statements relating to the Company's meetings of shareholders (whether annual or special) held since December 31, 2005 (the "Company Current Proxies"), (iii) its Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2007 (the "Company June 2007 10-Q" and, together with the Company 10-K and the Exchange Act. As of Company Current Proxies, the respective dates of their filing "Company Current SEC Reports") and (iv) all other reports or registration statements filed by the Company with the CommissionSEC since December 31, or the date of any amendment thereto filed on or prior to the date hereof2003 (collectively, the Commission Filings "Company SEC Reports") with the SEC, all of which complied as to form when filed in all material respects with the all applicable provisions requirements of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "Securities Act") and the Exchange Act of 1934, as amended, and did not contain the rules and regulations promulgated thereunder (the "Exchange Act"). At the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), none of the Company SEC Reports contained any untrue statement of a material fact or omit omitted to state a any 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. The Company has provided to Parent copies of all correspondence sent to or received from the SEC by the Company since December 31, 2003 (other than routine cover letters). (b) Each of the historical consolidated The audited financial statements and unaudited quarterly interim financial statements of the Company (including any related notes included or schedules) included incorporated by reference in the Commission Filings was Company SEC Reports were prepared in accordance with generally accepted accounting principles in the United States ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto and except as otherwise permitted by the applicable provisions of Regulation S-X under the Securities Act) and present fairly, in all material respects, the financial position and results of operations and cash flows of the Company as at the respective dates and for the respective periods indicated (and in the case of all such financial statements that are interim quarterly financial statements, contain all adjustments that are necessary in order to make the financial statements not misleading). (c) The Company has provided to Parent true and complete copies of the unaudited balance sheet of the Company at August 31, 2007 (the "Interim Balance Sheet") and the unaudited statements of income and cash flow of the Company for the period from June 30, 2007 through August 31, 2007 (collectively, the "Interim Financials"). The Interim Financials fairly present, in all material respects, the financial position of the Company at August 31, 2007 and the results of operations and cash flow of the Company for the period then ended, and have been prepared in accordance with GAAP applied on a consistent basis, except that such financial statements do not include all footnote disclosures that might otherwise be required to be included by GAAP. The Interim Balance Sheet reflects all liabilities of the Company, whether absolute, accrued or contingent, as of the date thereof of the type required to be reflected or disclosed on a balance sheet prepared in accordance with GAAP (except as may be disclosed thereinapplied in a manner consistent with the notes of the financial statements included in the Company 10-K), and complied in all material respects with except that the rules and regulations of the Commission. Such financial statements fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the dates thereof and the consolidated results of operations, cash flows and changes in stockholders' equity for the periods then ended (subject, in the case of the unaudited interim financial statements, Interim Balance Sheet does not include any footnote disclosures that might otherwise be required to normal, recurring year-end audit adjustments). Except as set forth or reflected in the Commission Filings filed prior to the date hereof or as set forth on Schedule 4.6, neither the Company nor any of its Subsidiaries have any liabilities or obligations of any nature (whether accrued, absolute, contingent, unasserted or otherwise) that individually or in the aggregate could reasonably be expected to have a Material Adverse Effectincluded by GAAP.

Commission Filings; Financial Statements. (a) The Company Such party's parent has filed all Commission Filings reports, registration statements and other filings, together with any amendments or supplements required to be made with respect thereto, that it has been required to file with the Commission under the Securities Act and the Exchange Act. As of the respective dates of their filing with the Commission, or the date of any amendment thereto all reports, registration statements and other filings filed on or prior to the date hereof, by such party's parent with the Commission Filings together with all notes, exhibits and schedules thereto and documents incorporated by reference therein (the "Commission Filings") complied as to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein therein, or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (b) Each of the historical consolidated financial statements of the Company such party's parent (including any related notes or schedules) included in the Commission Filings was prepared in accordance with GAAP (except as may be disclosed therein), and complied in all material respects with the rules and regulations of the Commission. Such financial statements fairly present in all material respects the consolidated financial position of the Company such party's parent and its Subsidiaries subsidiaries as of the dates thereof and the consolidated results of operations, cash flows and changes in stockholders' equity for the periods then ended (subject, in the case of the unaudited interim financial statements, to normal, recurring year-end audit adjustments). Except as set forth or reflected in the Commission Filings filed prior to the date hereof or as set forth on Schedule 4.6hereof, neither the Company nor any of its Subsidiaries such party's parent does not have any liabilities or obligations of any nature (whether accrued, absolute, contingent, unasserted or otherwise) that individually or in the aggregate could would reasonably be expected to have a Material Adverse Effect.

Commission Filings; Financial Statements. (a) The Company Acquiror has filed all Commission Filings that it has been required to file with the Commission under the Securities Act and the Exchange Act. As of the respective dates of their filing made available to Target or its representatives all forms, reports and documents required to be filed by Acquiror with the CommissionCommission since September 27, or the date of any amendment thereto filed on or prior to the date hereof2000 (collectively, the “Acquiror Commission Filings Reports”). The Acquiror Commission Reports (i) at the time filed, complied as to form in all material respects with the applicable provisions requirements of the Securities Act of 1933, as amended, (the “Securities Act”), and the Exchange Act Act, as the case may be, and (ii) 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 in such Acquiror Commission Reports or necessary in order to make the statements made thereinin such Acquiror Commission Reports, in the light of the circumstances under which they were made, not misleading. (b) Each of the historical consolidated financial statements (including, in each case, any related notes) contained in the Acquiror Commission Reports, including any Acquiror Commission Reports filed after the date of this Agreement until the Closing, complied or will comply as to form in all material respects with the applicable published rules and regulations of the Company (including any related notes or schedules) included in the Commission Filings with respect thereto, was prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be disclosed therein)indicated in the notes to such financial statements or, and complied in all material respects with the rules and regulations case of unaudited statements, as permitted by Form 10-Q of the Commission. Such financial statements ) and fairly present in all material respects presented the consolidated financial position of the Company Acquiror and its Subsidiaries as of at the respective dates thereof and the consolidated results of operations, its operations and cash flows and changes in stockholders' equity for the periods then ended (subjectindicated, in the case of except that the unaudited interim financial statements, statements were or are subject to normal, normal and recurring year-end audit adjustments). Except as set forth adjustments which were not or reflected in the Commission Filings filed prior to the date hereof or as set forth on Schedule 4.6, neither the Company nor any of its Subsidiaries have any liabilities or obligations of any nature (whether accrued, absolute, contingent, unasserted or otherwise) that individually or in the aggregate could reasonably be are not expected to have a Material Adverse Effectbe material in amount.

Commission Filings; Financial Statements. (a) The Company Acquiror has filed all Commission Filings that it has been required to file with the Commission and made available to Target or its representatives all forms, reports and documents required to be filed by Acquiror with the Commission since August 2, 2000 (collectively, the “Acquiror Commission Reports”). The Acquiror Commission Reports constitute all of the documents required to be filed by the Acquiror under the Securities Act and Section 13 or 14 of the Exchange Act. As of the respective dates of their filing Act with the CommissionCommission since August 2, 2000. The Acquiror Commission Reports (i) at the time filed, (or the date of any amendment thereto filed on if amended or superseded by a filing prior to the date hereofof this Agreement, then on the Commission Filings date of such filing) complied as to form in all material respects with the applicable provisions requirements of the Securities Act of 1933, as amended, (the “Securities Act”), and the Exchange Act Act, as the case may be, and (ii) 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 in such Acquiror Commission Reports or necessary in order to make the statements made thereinin such Acquiror Commission Reports, in the light of the circumstances under which they were made, not misleading. (b) Each of the historical consolidated financial statements of (including, in each case, any related notes) contained in the Company (Acquiror Commission Reports, including any related notes Acquiror Commission Reports filed after the date of this Agreement until the Closing, complied or schedules) included in the Commission Filings was prepared in accordance with GAAP (except will comply as may be disclosed therein), and complied to form in all material respects with the applicable published rules and regulations of the Commission. Such Commission with respect thereto, was prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods involved (except as may be indicated in the notes to such financial statements or, in the case of unaudited statements, as permitted by Form 10-Q of the Commission) and fairly present in all material respects presented the consolidated financial position of the Company Acquiror and its Subsidiaries subsidiaries as of at the respective dates thereof and the consolidated results of operations, its operations and cash flows and changes in stockholders' equity for the periods then ended (subjectindicated, in the case of except that the unaudited interim financial statements, statements were or are subject to normal, normal and recurring year-end audit adjustments). Except as set forth adjustments which were not or reflected in the Commission Filings filed prior to the date hereof or as set forth on Schedule 4.6, neither the Company nor any of its Subsidiaries have any liabilities or obligations of any nature (whether accrued, absolute, contingent, unasserted or otherwise) that individually or in the aggregate could reasonably be are not expected to have a Material Adverse Effectbe material in amount.

Commission Filings; Financial Statements. The Common Stock of the Company is registered pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended (a) The the "Exchange Act"), and since January 1, 2000 the Company has timely filed all Commission Filings that it has been reports, schedules, forms, statements and other documents required to file be filed by it with the Commission under pursuant to the Securities Act and reporting requirements of the Exchange Act, including material filed pursuant to Section 13(a) or 15(d) of the Exchange Act. As The Company has delivered or made available to the Purchaser true and complete copies of the respective dates of their filing Commission Filings filed with the CommissionCommission since December 31, or the date of any amendment thereto filed on or 1999 and prior to the date hereofClosing Date. The Company has not provided to the Purchaser any information which, according to applicable law, rule or regulation, should have been disclosed publicly by the Commission Filings Company but which has not been so disclosed, other than with respect to the transactions contemplated by this Agreement. The Form 10-K for the year ended December 31, 1999 complied as to form in all material respects with the applicable provisions requirements of the Securities Act and the Exchange Act and the rules and regulations of the Commission promulgated thereunder, and the said Form 10-K did not contain any untrue statement of a material fact or omit 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. (b) Each of the historical consolidated . The financial statements of the Company (including any related notes or schedules) included in the Commission Filings was prepared in accordance with GAAP (except comply as may be disclosed therein), and complied to form in all material respects with applicable accounting requirements and the published rules and regulations of the CommissionCommission or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements), and fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries subsidiaries as of the dates thereof and the consolidated results of operations, operations and cash flows and changes in stockholders' equity for the periods then ended (subject, in the case of the unaudited interim financial statements, to normal, recurring normal year-end audit adjustments). Except as set forth or reflected in the Commission Filings filed prior to the date hereof or as set forth on Schedule 4.6, neither the Company nor any of its Subsidiaries have any liabilities or obligations of any nature (whether accrued, absolute, contingent, unasserted or otherwise) that individually or in the aggregate could reasonably be expected to have a Material Adverse Effect.

Commission Filings; Financial Statements. (a) The Company Acquiror has filed all Commission Filings that it has been required to file with the Commission and made available to Target or its representatives all forms, reports and documents required to be filed by Acquiror with the Commission since March 31, 1998 (collectively, the "Acquiror Commission Reports"). The Acquiror Commission Reports constitute all of the documents required to be filed by the Acquiror under the Securities Act and Section 13 or 14 of the Exchange Act. As of the respective dates of their filing Act with the CommissionCommission since March 31, 1998. The Acquiror Commission Reports (i) at the time filed, (or the date of any amendment thereto filed on if amended or superseded by a filing prior to the date hereofof this Agreement, then on the Commission Filings date of such filing) complied as to form in all material respects with the applicable provisions requirements of the Securities Act of 1933, as amended, (the "Securities Act"), and the Exchange Act Act, as the case may be, and (ii) 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 in such Acquiror Commission Reports or necessary in order to make the statements made thereinin such Acquiror Commission Reports, in the light of the circumstances under which they were made, not misleading. (b) Each of the historical consolidated financial statements of (including, in each case, any related notes) contained in the Company (Acquiror Commission Reports, including any related notes Acquiror Commission Reports filed after the date of this Agreement until the Closing, complied or schedules) included in the Commission Filings was prepared in accordance with GAAP (except will comply as may be disclosed therein), and complied to form in all material respects with the applicable published rules and regulations of the Commission. Such Commission with respect thereto, was prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods involved (except as may be indicated in the notes to such financial statements or, in the case of unaudited statements, as permitted by Form 10-Q of the Commission) and fairly present in all material respects presented the consolidated financial position of the Company Acquiror and its Subsidiaries subsidiaries as of at the respective dates thereof and the consolidated results of operations, its operations and cash flows and changes in stockholders' equity for the periods then ended (subjectindicated, in the case of except that the unaudited interim financial statements, statements were or are subject to normal, normal and recurring year-end audit adjustments). Except as set forth adjustments which were not or reflected in the Commission Filings filed prior to the date hereof or as set forth on Schedule 4.6, neither the Company nor any of its Subsidiaries have any liabilities or obligations of any nature (whether accrued, absolute, contingent, unasserted or otherwise) that individually or in the aggregate could reasonably be are not expected to have a Material Adverse Effectbe material in amount.

Commission Filings; Financial Statements. (a) The Company has filed with the Securities and Exchange Commission (the "Commission") and made available to the Purchaser and its representatives all Commission Filings that it has been required to file forms, reports and documents filed by the Company with the Commission under since December 31, 1999, including, without limitation, the Securities Act and the Exchange Act. As of the respective dates of their filing registration statement on Form S-3 filed with the CommissionCommission on April 3, or the date of any amendment thereto filed on or prior to the date hereof2000 (collectively, the "Company Commission Filings Reports"). The Company Commission Reports (i) at the time filed, complied as to form in all material respects with the applicable provisions requirements of the Securities Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as applicable, and (ii) 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 amending or superseding filing) contain any untrue statement of a material fact or omit 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. (b) Each of the historical consolidated financial statements of (including, in each case, any related notes) contained in the Company (including any related notes or schedules) included in the Commission Filings was prepared in accordance with GAAP (except Reports complied as may be disclosed therein), and complied to form in all material respects with the applicable published rules and regulations of the Commission. Such Commission with respect thereto, was prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods involved (except as may be indicated in the notes to such financial statements fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the dates thereof and the consolidated results of operations, cash flows and changes in stockholders' equity for the periods then ended (subjector, in the case of the unaudited interim financial statements, to normalas permitted by Form 10-Q of the Commission) and include all adjustments, recurring year-end audit consisting only of normal accounting adjustments), that the Company reasonably considers necessary for a fair presentation of its financial position at the respective dates and the results of its operations and cash flows for the periods indicated. Except as set forth or reflected disclosed in the Company Commission Filings Reports filed with the Commission prior to the date hereof hereof, since December 31, 1999, taking into account the cumulative effect of all developments and events since such date, there has not been any development or as set forth on Schedule 4.6event, neither the Company nor any or series of its Subsidiaries have any liabilities developments or obligations of any nature (whether accruedevents, absolute, contingent, unasserted or otherwise) that individually or in the aggregate could would reasonably be expected to have a Material Adverse Effect.

Commission Filings; Financial Statements. (a) The Company has filed on a timely basis with the Securities and Exchange Commission (the “Commission”) and made available to Investor or its representatives all Commission Filings that it has been forms, reports and documents required to file be filed by the Company with the Commission since August 2, 2000 (collectively, the “Company Commission Reports”). The Company Commission Reports constitute all of the documents required to be filed by the Company with the Commission under Section 13 or 14 of the Exchange Act of 1934, as amended (the “Exchange Act”) since August 2, 2000. The Company Commission Reports (i) at the time filed, (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act. As of , as the respective dates of their case may be, and (ii) did not at the time they were filed (or if amended or superseded by a filing with the Commission, or the date of any amendment thereto filed on or prior to the date hereofof this Agreement, then on the Commission Filings complied as to form in all material respects with the applicable provisions date of the Securities Act and the Exchange Act and did not such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein in such Company Commission Reports or necessary in order to make the statements made thereinin such Company Commission Reports, in the light of the circumstances under which they were made, not misleading. (b) Each of the historical consolidated financial statements of (including, in each case, any related notes) contained in the Company (Commission Reports, including any related notes Company Commission Reports filed after the date of this Agreement until the Closing, complied or schedules) included in the Commission Filings was prepared in accordance with GAAP (except will comply as may be disclosed therein), and complied to form in all material respects with the applicable published rules and regulations of the Commission. Such Commission with respect thereto, was prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods involved (except as may be indicated in the notes to such financial statements or, in the case of unaudited statements, as permitted by Form 10-Q of the Commission) and fairly present in all material respects presented the consolidated financial position of the Company and its Subsidiaries subsidiaries as of at the respective dates thereof and the consolidated results of operations, its operations and cash flows and changes in stockholders' equity for the periods then ended (subjectindicated, in the case of except that the unaudited interim financial statements, statements were or are subject to normal, normal and recurring year-end audit adjustments). Except as set forth adjustments which were not or reflected in the Commission Filings filed prior to the date hereof or as set forth on Schedule 4.6, neither the Company nor any of its Subsidiaries have any liabilities or obligations of any nature (whether accrued, absolute, contingent, unasserted or otherwise) that individually or in the aggregate could reasonably be are not expected to have a Material Adverse Effectbe material in amount.

Commission Filings; Financial Statements. (a) The Company Endosonics has filed all Commission Filings that it has been required to file with the Commission under the Securities Act and the Exchange Act. As of the respective dates of their filing made available to Navius or its representatives all forms, reports and documents required to be filed by Endosonics with the CommissionCommission since December 31, or the date of any amendment thereto filed on or prior to the date hereof1996 (collectively, the "ENDOSONICS COMMISSION REPORTS"). The Endosonics Commission Filings Reports (i) at the time filed, complied as to form in all material respects with the applicable provisions requirements of the Securities Act of 1933, as amended, (the "SECURITIES ACT"), and the Exchange Act Act, as the case may be, and (ii) 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 in such Endosonics Commission Reports or necessary in order to make the statements made thereinin such Endosonics Commission Reports, in the light of the circumstances under which they were made, not misleading. (b) Each of the historical consolidated financial statements of (including, in each case, any related notes) contained in the Company (Endosonics Commission Reports, including any related notes Endosonics Commission Reports filed after the date of this Agreement until the Closing, complied or schedules) included in the Commission Filings was prepared in accordance with GAAP (except will comply as may be disclosed therein), and complied to form in all material respects with the applicable published rules and regulations of the Commission. Such Commission with respect thereto, was prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods involved (except as may be indicated in the notes to such financial statements or, in the case of unaudited statements, as permitted by Form 10-Q of the Commission) and fairly present in all material respects presented the consolidated financial position of the Company Endosonics and its Subsidiaries as of at the respective dates thereof and the consolidated results of operations, its operations and cash flows and changes in stockholders' equity for the periods then ended (subjectindicated, in the case of except that the unaudited interim financial statements, statements were or are subject to normal, normal and recurring year-end audit adjustments). Except as set forth adjustments which were not or reflected in the Commission Filings filed prior to the date hereof or as set forth on Schedule 4.6, neither the Company nor any of its Subsidiaries have any liabilities or obligations of any nature (whether accrued, absolute, contingent, unasserted or otherwise) that individually or in the aggregate could reasonably be are not expected to have a Material Adverse Effectbe material in amount.

Commission Filings; Financial Statements. (ai) The Company PetroQuest has filed all Commission Filings that it has been forms, reports, statements and documents required to file be filed with the Commission under the Securities Act and the Exchange Act. As of the respective dates of their filing with the Commissionsince January 1, or the date of any amendment thereto filed on or prior to the date hereof2002 (collectively, the “PetroQuest Commission Filings Reports”), each of which has complied as to form in all material respects with the applicable provisions requirements of the Securities Act and or the Exchange Act and did not contain Act, each as in effect on the date so filed. None of the PetroQuest Commission Reports contained when filed any untrue statement of a material fact or omit omitted or omits to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (bii) Each All of the historical consolidated financial statements of included in the Company (PetroQuest Commission Reports, in each case including any related notes or schedules) included in thereto, as filed with the Commission Filings was (collectively, the “PetroQuest Financial Statements”), have been prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be disclosed therein)indicated in the notes thereto and subject, and complied in all material respects with the rules and regulations case of the Commission. Such financial statements unaudited statements, to normal, recurring audit adjustments) and fairly present in all material respects the consolidated financial position of the Company PetroQuest and its Subsidiaries as of at the dates respective date thereof and the consolidated results of operations, cash flows its operations and changes in stockholders' equity cash flows for the periods then ended indicated. (subjectiii) There are no liabilities of PetroQuest of any kind whatsoever, whether or not accrued and whether or not contingent or absolute, that are material to PetroQuest and its Subsidiaries, taken as a whole, other than (A) liabilities disclosed or provided for in the case of PetroQuest Commission Reports, including the unaudited interim financial statementsnotes thereto, to normal, recurring year-end audit adjustments). Except as set forth or reflected and (B) liabilities incurred in the Commission Filings filed prior to Ordinary Course of Business (including the date hereof or as set forth on Schedule 4.6use of current credit facilities) since December 31, neither the Company nor any of its Subsidiaries have any liabilities or obligations of any nature (whether accrued, absolute, contingent, unasserted or otherwise) that individually or in the aggregate could reasonably be expected to have a Material Adverse Effect2004.

Commission Filings; Financial Statements. (a) The Seller has delivered or made available to the Buyer accurate and complete copies (including copies of exhibits) of each report, registration statement and definitive proxy and information statements filed by the Company has filed all Commission Filings that it has been required to file with the Commission under (collectively, with all information incorporated by reference therein or deemed to be incorporated by reference therein, "Company Commission Documents"). All statements, reports, schedules, forms and other documents required to have been filed by the Securities Act and Company with the Exchange ActCommission have been so filed on a timely basis. As of the respective dates of their filing time it was filed with the CommissionCommission (or, if amended or the date of any amendment thereto filed on or superseded by a filing prior to the date hereofof this Agreement, then on the date of such filing): (i) each of the Company Commission Filings Documents complied as to form in all material respects with the applicable provisions requirements of the Securities Act and or the Exchange Act Act; and did not contain (ii) none of the Company Commission Documents 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. (b) Each of the historical consolidated The financial statements of the contained in Company Commission Documents: (including any related notes or schedulesi) included in the Commission Filings was prepared in accordance with GAAP (except complied as may be disclosed therein), and complied to form in all material respects with the published rules and regulations of the Commission. Such Commission applicable thereto; (ii) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to such financial statements and, in the case of unaudited statements, as permitted by Form 10-QSB of the Commission); and (iii) fairly present present, in all material respects respects, the consolidated financial position of the Company and its Subsidiaries consolidated subsidiaries as of the respective dates thereof and the consolidated results of operations, cash flows operations of Company and changes in stockholders' equity its consolidated subsidiaries for the periods then ended (subject, in the case covered thereby. All adjustments considered necessary for a fair presentation of the unaudited interim financial statements, to normal, recurring year-end audit adjustments). Except as set forth or reflected in the Commission Filings filed prior to the date hereof or as set forth on Schedule 4.6, neither the Company nor any of its Subsidiaries statements have any liabilities or obligations of any nature (whether accrued, absolute, contingent, unasserted or otherwise) that individually or in the aggregate could reasonably be expected to have a Material Adverse Effectbeen included.

Commission Filings; Financial Statements. (a) The Seller has delivered or made available to the Buyer accurate and complete copies (including copies of exhibits) of each report, registration statement and information statements filed by the Company has filed all Commission Filings that it has been required to file with the Commission under (collectively, with all information incorporated by reference therein or deemed to be incorporated by reference therein, "Company Commission Documents"). All statements, reports, schedules, forms and other documents required to have been filed by the Securities Act and Company with the Exchange ActCommission have been so filed on a timely basis. As of the respective dates of their filing time it was filed with the CommissionCommission (or, if amended or the date of any amendment thereto filed on or superseded by a filing prior to the date hereofof this Agreement, then on the date of such filing): (i) each of the Company Commission Filings Documents complied as to form in all material respects with the applicable provisions requirements of the Securities Act and or the Exchange Act Act; and did not contain (ii) none of the Company Commission Documents 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. (b) Each of the historical consolidated The financial statements of the contained in Company Commission Documents: (including any related notes or schedulesi) included in the Commission Filings was prepared in accordance with GAAP (except complied as may be disclosed therein), and complied to form in all material respects with the published rules and regulations of the Commission. Such Commission applicable thereto; (ii) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to such financial statements and, in the case of unaudited statements, as permitted by Form 10-QSB of the Commission); and (iii) fairly present present, in all material respects respects, the consolidated financial position of the Company and its Subsidiaries consolidated subsidiaries as of the respective dates thereof and the consolidated results of operations, cash flows operations of Company and changes in stockholders' equity its consolidated subsidiaries for the periods then ended (subject, in the case covered thereby. All adjustments considered necessary for a fair presentation of the unaudited interim financial statements, to normal, recurring year-end audit adjustments). Except as set forth or reflected in the Commission Filings filed prior to the date hereof or as set forth on Schedule 4.6, neither the Company nor any of its Subsidiaries statements have any liabilities or obligations of any nature (whether accrued, absolute, contingent, unasserted or otherwise) that individually or in the aggregate could reasonably be expected to have a Material Adverse Effectbeen included.

Commission Filings; Financial Statements. (a) The Company Network General has filed all Commission Filings that it has been forms, reports and documents required to file be filed by Network General with the Commission under since June 27, 1997 (collectively, the Securities Act "Network General SEC Reports") and the Exchange Act. As of the respective dates of their filing with the Commission, or the date of any amendment thereto filed on or prior to the date hereofextent requested by CNI, has made such Network General Reports available to CNI or its representatives. The Network General SEC Reports (i) at the Commission Filings time filed, complied as to form in all material respects with the applicable provisions requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as the case may be, and (ii) 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 in such Network General SEC Reports, or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (b) Each of the historical consolidated financial statements of (including, in each case, any related notes) contained in the Company (Network General SEC Reports, including any related notes Network General SEC Reports filed after the date of this Agreement until the Closing, complied or schedules) included in the Commission Filings was prepared in accordance with GAAP (except will comply as may be disclosed therein), and complied to form in all material respects with the applicable published rules and regulations of the Commission. Such Commission with respect thereto, was or will be prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes to such financial statements fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the dates thereof and the consolidated results of operations, cash flows and changes in stockholders' equity for the periods then ended (subjector, in the case of unaudited statements, as permitted by Form 10-Q of the Commission) and fairly presented or will present the financial position of Network General as at the respective dates and the results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements, statements were or are subject to normal, normal and recurring year-end audit adjustments). Except as set forth adjustments which were not or reflected in the Commission Filings filed prior to the date hereof or as set forth on Schedule 4.6, neither the Company nor any of its Subsidiaries have any liabilities or obligations of any nature (whether accrued, absolute, contingent, unasserted or otherwise) that individually or in the aggregate could reasonably be are not expected to have a Material Adverse Effectbe material in amount.

Commission Filings; Financial Statements. (a) The Company Yahoo! has filed with the Securities and Exchange Commission (the "Commission") and made available to Net2Phone or its representatives all Commission Filings that it has been forms, reports and documents required to file be filed by Yahoo! with the Commission under the Securities Act and the Exchange Act. As of the respective dates of their filing with the Commissionsince June 30, or the date of any amendment thereto filed on or prior to the date hereof1999 (collectively, the "Yahoo! Commission Filings Reports"). Yahoo! Commission Reports (i) at the time filed, complied as to form in all material respects with the applicable provisions requirements of the Securities Act of 1933, as amended, (the "Securities Act"), and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as the case may be, and (ii) 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 in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (b) Each of the historical consolidated financial statements of the Company (including, in each case, any related notes) contained in Yahoo! Commission Reports, including any related notes or schedules) included in such Report filed after the Commission Filings was prepared in accordance with GAAP (except date of this Agreement until the Closing, complied as may be disclosed therein), and complied to form in all material respects with the applicable published rules and regulations of the Commission. Such Commission with respect thereto, was prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods involved (except as may be indicated in the notes to such financial statements or, in the case of unaudited statements, as permitted by Form 10-Q of the Commission) and fairly present in all material respects presented the consolidated financial position of the Company Yahoo! and its Subsidiaries subsidiaries as of at the respective dates thereof and the consolidated results of operations, its operations and cash flows and changes in stockholders' equity for the periods then ended (subjectindicated, in the case of except that the unaudited interim financial statements, statements were or are subject to normal, normal and recurring year-end audit adjustments). Except as set forth adjustments which were not or reflected in the Commission Filings filed prior to the date hereof or as set forth on Schedule 4.6, neither the Company nor any of its Subsidiaries have any liabilities or obligations of any nature (whether accrued, absolute, contingent, unasserted or otherwise) that individually or in the aggregate could reasonably be are not expected to have a Material Adverse Effectbe material in amount.

Commission Filings; Financial Statements. (a) The Company has filed all Commission Filings reports, registration statements and other filings, together with any amendments or supplements required to be made with respect thereto, that it has been required to file with the Commission under the Securities Act and the Exchange Act. As of the respective dates of their filing with the Commission, or the date of any amendment thereto filed on or prior to the date hereof, the Commission Filings complied as to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act and 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. (b) Each of the historical consolidated financial statements of the Company (including any related notes or schedules) included in the Commission Filings was prepared in accordance with GAAP (except as may be disclosed therein), and complied in all material respects with the rules and regulations of the Commission. Such financial statements fairly present in all material respects the consolidated financial position of the Company and its the Subsidiaries as of the dates thereof and the consolidated results of operations, cash flows and changes in stockholders' equity for the periods then ended (subject, in the case of the unaudited interim financial statements, to normal, recurring year-end audit adjustments). Except as set forth or reflected in the Commission Filings filed prior to the date hereof or as set forth on Schedule 4.6hereof, neither the Company nor any of its Subsidiaries does not have any liabilities or obligations of any nature (whether accrued, absolute, contingent, unasserted or otherwise) that individually or in the aggregate could reasonably would be expected to have a Material Adverse Effect.

Commission Filings; Financial Statements. (a) The Company has timely filed all Commission Filings that it has been registration statements, prospectuses, forms, reports and documents required to file with the Commission be filed by it under the Securities Act and or the Exchange Act. As of , as the respective dates of their filing with the Commissioncase may be, or the date of any amendment thereto filed since September 30, 2001 (those filings that have been made on or prior to the date hereofof this Agreement, collectively, the "COMPANY COMMISSION FILINGS"). The Company Commission Filings complied (i) as to form of their respective dates, were prepared in all material respects accordance with the applicable provisions requirements of the Securities Act and or the Exchange Act Act, as the case may be, and (ii) did not not, at the time they were filed, contain any untrue statement of a material fact or omit 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. As of the date of this Agreement, no Subsidiary is subject to the periodic reporting requirements of the Exchange Act. (b) Each of the historical consolidated financial statements of the Company and its Subsidiaries (including including, in each case, any related notes or schedules) included contained in the Company Commission Filings was prepared in accordance with GAAP (except in the case of unaudited quarterly financial statements as may be disclosed therein)permitted by Form 10-Q under the Exchange Act) on a consistent basis throughout the periods indicated, and complied in all material respects with the rules and regulations of the Commission. Such financial statements each fairly present in all material respects presented the consolidated financial position of the Company and its Subsidiaries consolidated subsidiaries as of the respective dates thereof and the consolidated results of operations, cash flows and changes in stockholders' invested equity of the Company and its consolidated subsidiaries for the respective periods then ended indicated therein (subject, in the case of the unaudited interim financial statements, to normal, recurring normal year-end audit adjustments). Except as set forth or reflected in the Commission Filings filed prior to the date hereof or as set forth on Schedule 4.6adjustments that would not, neither the Company nor any of its Subsidiaries have any liabilities or obligations of any nature (whether accrued, absolute, contingent, unasserted or otherwise) that individually or in the aggregate could aggregate, reasonably be expected to have a Material Adverse Effect).

Commission Filings; Financial Statements. (a) The Company Pumatech has filed all Commission Filings that it has been required to file with the Commission under and made available to Synchrologic or its representatives all forms, statements, reports and documents (including all exhibits, post-effective amendments and Table of Contents supplements thereto) required to be filed by Pumatech with the Commission since July 31, 1999 (collectively, the “Pumatech Commission Reports”). The Pumatech Commission Reports (i) at the time filed, complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act. As of , as the respective dates of their case may be, and (ii) did not at the time they were filed (or if amended or superseded by a filing with the Commission, or the date of any amendment thereto filed on or prior to the date hereofof this Agreement, then on the Commission Filings complied as to form in all material respects with the applicable provisions date of the Securities Act and the Exchange Act and did not such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein in such Pumatech Commission Reports or necessary in order to make the statements made thereinin such Pumatech Commission Reports, in the light of the circumstances under which they were made, not misleading. (b) Each of the historical consolidated financial statements of (including, in each case, any related notes) contained in the Company (Pumatech Commission Reports, including any related notes Pumatech Commission Reports filed after the date of this Agreement until the Closing, complied or schedules) included in the Commission Filings was prepared in accordance with GAAP (except will comply as may be disclosed therein), and complied to form in all material respects with the applicable published rules and regulations of the Commission. Such Commission with respect thereto, was or will be prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods involved (except as may be indicated in the notes to such financial statements or, in the case of unaudited statements, as permitted by Form 10-Q of the Commission) and fairly presented or will fairly present in all material respects the consolidated financial position of Pumatech and its Subsidiaries as at the Company respective dates and the consolidated results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not or are not expected to be material in amount. Since July 31, 2002, there has not been any change in any method of accounting or accounting principles or practices by Pumatech or any of its Subsidiaries, except for any such change required by a concurrent change in generally accepted accounting principles or Regulation S-X under the Exchange Act. (c) The financial statements and financial data included in Pumatech’s press release dated August 27, 2003 were true and correct in all material respects and fairly presented the consolidated financial position of Pumatech and its Subsidiaries as of the dates thereof July 31, 2003 and the consolidated results of operations, cash flows and changes in stockholders' equity its operations for the periods then ended (subjectindicated, in the case of the unaudited interim financial statements, subject to normal, normal and recurring year-end audit adjustments). Except as set forth adjustments which were not or reflected in the Commission Filings filed prior to the date hereof or as set forth on Schedule 4.6, neither the Company nor any of its Subsidiaries have any liabilities or obligations of any nature (whether accrued, absolute, contingent, unasserted or otherwise) that individually or in the aggregate could reasonably be are not expected to have a Material Adverse Effectbe material in amount.

Commission Filings; Financial Statements. (a) The Company has filed with the Securities and Exchange Commission (the “Commission”) and made available to the purchaser and its representatives all Commission Filings that it has been required to file forms, reports and documents filed by the Company with the Commission under the Securities Act and the Exchange Act. As of the respective dates of their filing with the Commissionsince December 31, or the date of any amendment thereto filed on or prior to the date hereof1998 (collectively, the “Company Commission Filings Reports”). The Company Commission Reports (i) at the time filed, complied as to form in all material respects with the applicable provisions requirements of the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as applicable, and (ii) 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 amending or superseding filing) contain any untrue statement of a material fact or omit 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. (b) Each of the historical consolidated financial statements of (including, in each case, any related notes) contained in the Company (including any related notes or schedules) included in the Commission Filings was prepared in accordance with GAAP (except Reports complied as may be disclosed therein), and complied to form in all material respects with the applicable published rules and regulations of the Commission. Such Commission with respect thereto, was prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods involved (except as may be indicated in the notes to such financial statements fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the dates thereof and the consolidated results of operations, cash flows and changes in stockholders' equity for the periods then ended (subjector, in the case of the unaudited interim financial statements, to normalas permitted by Form 10-Q of the Commission) and include all adjustments, recurring year-end audit consisting only of normal accounting adjustments), that the Company reasonably considers necessary for a fair presentation of its financial position at the respective dates and the results of its operations and cash flows for the periods indicated. Except as set forth or reflected disclosed in the Company Commission Filings Reports filed with the Commission prior to the date hereof hereof, since December 31, 1999, taking into account the cumulative effect of all developments and events since such date, there has not been any development or as set forth on Schedule 4.6event, neither the Company nor any or series of its Subsidiaries have any liabilities developments or obligations of any nature (whether accruedevents, absolute, contingent, unasserted or otherwise) that individually or in the aggregate could would reasonably be expected to have a Material Adverse Effect.

Commission Filings; Financial Statements. (a) The Seller has delivered or made available to the Buyer accurate and complete copies (including copies of exhibits) of each report, registration statement and definitive proxy and information statements filed by the Company has filed all Commission Filings that it has been required to file with the Commission under (collectively, with all information incorporated by reference therein or deemed to be incorporated by reference therein, “Company Commission Documents”). All statements, reports, schedules, forms and other documents required to have been filed by the Securities Act and Company with the Exchange ActCommission have been so filed on a timely basis. As of the respective dates of their filing time it was filed with the CommissionCommission (or, if amended or the date of any amendment thereto filed on or superseded by a filing prior to the date hereofof this Agreement, then on the date of such filing): (i) each of the Company Commission Filings Documents complied as to form in all material respects with the applicable provisions requirements of the Securities Act and or the Exchange Act Act; and did not contain (ii) none of the Company Commission Documents 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. (b) Each of the historical consolidated The financial statements of the contained in Company Commission Documents: (including any related notes or schedulesi) included in the Commission Filings was prepared in accordance with GAAP (except complied as may be disclosed therein), and complied to form in all material respects with the published rules and regulations of the Commission. Such Commission applicable thereto; (ii) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to such financial statements and, in the case of unaudited statements, as permitted by Form 10-QSB of the Commission); and (iii) fairly present present, in all material respects respects, the consolidated financial position of the Company and its Subsidiaries consolidated subsidiaries as of the respective dates thereof and the consolidated results of operations, cash flows operations of Company and changes in stockholders' equity its consolidated subsidiaries for the periods then ended (subject, in the case covered thereby. All adjustments considered necessary for a fair presentation of the unaudited interim financial statements, to normal, recurring year-end audit adjustments). Except as set forth or reflected in the Commission Filings filed prior to the date hereof or as set forth on Schedule 4.6, neither the Company nor any of its Subsidiaries statements have any liabilities or obligations of any nature (whether accrued, absolute, contingent, unasserted or otherwise) that individually or in the aggregate could reasonably be expected to have a Material Adverse Effectbeen included.

Commission Filings; Financial Statements. (a) The Company Acquiror has filed all Commission Filings that it has been required to file with the Commission under and made available to Target or its representatives all forms, reports and documents required to be filed by Acquiror with the Securities Act and Exchange Commission (the "Commission") since December 31, 1997 (collectively, the "ACQUIROR COMMISSION REPORTS"). The Acquiror Commission Reports constitute all of the documents required to be filed by the Acquiror under Section 13 of the Exchange Act. As of the respective dates of their filing Act with the CommissionCommission since December 31, or 1997. The Acquiror Commission Reports (i) at the date of any amendment thereto filed on or prior to the date hereoftime filed, the Commission Filings complied as to form in all material respects with the applicable provisions requirements of the Securities Act of 1933, as amended, (the "SECURITIES ACT"), and the Exchange Act Act, as the case may be, and (ii) 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 in such Acquiror Commission Reports or necessary in order to make the statements made thereinin such Acquiror Commission Reports, in the light of the circumstances under which they were made, not misleading. (b) Each of the historical consolidated financial statements of (including, in each case, any related notes) contained in the Company (Acquiror Commission Reports, including any related notes Acquiror Commission Reports filed after the date of this Agreement until the Closing, complied or schedules) included in the Commission Filings was prepared in accordance with GAAP (except will comply as may be disclosed therein), and complied to form in all material respects with the applicable published rules and regulations of the Commission. Such Commission with respect thereto, was prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods involved (except as may be indicated in the notes to such financial statements or, in the case of unaudited statements, as permitted by Form 10-Q of the Commission) and fairly present in all material respects presented the consolidated financial position of the Company Acquiror and its Subsidiaries as of at the respective dates thereof and the consolidated results of operations, its operations and cash flows and changes in stockholders' equity for the periods then ended (subjectindicated, in the case of except that the unaudited interim financial statements, statements were or are subject to normal, normal and recurring year-end audit adjustments). Except as set forth adjustments which were not or reflected in the Commission Filings filed prior to the date hereof or as set forth on Schedule 4.6, neither the Company nor any of its Subsidiaries have any liabilities or obligations of any nature (whether accrued, absolute, contingent, unasserted or otherwise) that individually or in the aggregate could reasonably be are not expected to have a Material Adverse Effectbe material in amount.

Commission Filings; Financial Statements. (a) The Company Acquiror has filed all Commission Filings that it has been required to file with the Commission under the Securities Act and the Exchange Act. As of the respective dates of their filing made available to Target or its representatives all forms, reports and documents required to be filed by Acquiror with the CommissionCommission since March 31, or the date of any amendment thereto filed on or prior to the date hereof1997 (collectively, the "ACQUIROR COMMISSION REPORTS"). The Acquiror Commission Filings Reports (i) at the time filed, complied as to form in all material respects with the applicable provisions requirements of the Securities Act of 1933, as amended, (the "SECURITIES ACT"), and the Exchange Act Act, as the case may be, and (ii) 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 in such Acquiror Commission Reports or necessary in order to make the statements made thereinin such Acquiror Commission Reports, in the light of the circumstances under which they were made, not misleading. (b) Each of the historical consolidated financial statements of (including, in each case, any related notes) contained in the Company (Acquiror Commission Reports, including any related notes Acquiror Commission Reports filed after the date of this Agreement until the Closing, complied or schedules) included in the Commission Filings was prepared in accordance with GAAP (except will comply as may be disclosed therein), and complied to form in all material respects with the applicable published rules and regulations of the Commission. Such Commission with respect thereto, was prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods involved (except as may be indicated in the notes to such financial statements or, in the case of unaudited statements, as permitted by Form 10-Q of the Commission) and fairly present in all material respects presented the consolidated financial position of the Company Acquiror and its Subsidiaries as of at the respective dates thereof and the consolidated results of operations, its operations and cash flows and changes in stockholders' equity for the periods then ended (subjectindicated, in the case of except that the unaudited interim financial statements, statements were or are subject to normal, normal and recurring year-end audit adjustments). Except as set forth adjustments which were not or reflected in the Commission Filings filed prior to the date hereof or as set forth on Schedule 4.6, neither the Company nor any of its Subsidiaries have any liabilities or obligations of any nature (whether accrued, absolute, contingent, unasserted or otherwise) that individually or in the aggregate could reasonably be are not expected to have a Material Adverse Effectbe material in amount.

Commission Filings; Financial Statements. (a) The Company Visigenic has filed all Commission Filings that it has been forms, reports and documents required to file be filed by Visigenic with the Commission under the Securities Act and the Exchange Act. As of the respective dates of their filing with the Commissionsince August 8, or the date of any amendment thereto filed on or prior to the date hereof1996 (collectively, the "Visigenic Commission Filings Reports") and has made such Visigenic Commission Reports available to CustomWare. The Visigenic Commission Reports (i) at the time filed, complied as to form in all material respects with the applicable provisions requirements of the Securities Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as the case may be, and (ii) 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 in such Visigenic Commission Reports or necessary in order to make the statements made thereinin such Visigenic Commission Reports, in the light of the circumstances under which they were made, not misleading. (b) Each of the historical consolidated financial statements of (including, in each case, any related notes) contained in the Company (Visigenic Commission Reports, including any related notes Visigenic Commission Reports filed after the date of this Agreement until the Effective Time, complied or schedules) included in the Commission Filings was prepared in accordance with GAAP (except will comply as may be disclosed therein), and complied to form in all material respects with the applicable published rules and regulations of the Commission. Such Commission with respect thereto, was or will be prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes to such financial statements fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the dates thereof and the consolidated results of operations, cash flows and changes in stockholders' equity for the periods then ended (subjector, in the case of unaudited statements, as permitted by the Commission) and fairly presented or will present the financial position of Visigenic as at the respective dates and the results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements, statements were or are subject to normal, normal and recurring year- end adjustments which were not or are not expected to be material in amount. The audited year-end audit adjustments). Except financial statement of Visigenic as set forth of March 31, 1996 and the unaudited interim financial statements for the quarter ended September 30, 1996 are referred to herein as the "Visigenic Financial Statements." The date of the Visigenic Financial Statements shall be the date of the latest interim balance sheet contained therein, unless otherwise specified. (c) Visigenic has heretofore furnished or reflected in made available to CustomWare a complete and correct copy of any amendments or modifications which have not yet been filed with the Commission Filings but which are required to be filed, to agreements, documents or other instruments which previously had been filed prior by Visigenic with the Commission pursuant to the date hereof Securities Act or as set forth on Schedule 4.6, neither the Company nor any of its Subsidiaries have any liabilities or obligations of any nature (whether accrued, absolute, contingent, unasserted or otherwise) that individually or in the aggregate could reasonably be expected to have a Material Adverse EffectExchange Act.

Commission Filings; Financial Statements. (a) The Company Buyer has filed all reports, registration statements and other filings, together with any amendments or supplements required to be made with respect thereto (collectively, the "Commission Filings Filings"), that it has been required to file with the Securities and Exchange Commission (the "Commission") under the Securities Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act"). As of the respective dates of their filing with the Commission, or the date of any amendment thereto filed on or prior to the date hereof, the Commission Filings complied as to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act and 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. (b) Each of the historical consolidated financial statements of the Company Buyer (including any related notes or schedules) included in the Commission Filings (the "Buyer Financial Statements") was prepared in accordance with GAAP United States generally accepted accounting principles (except as may be disclosed therein), and complied in all material respects with the rules and regulations of the Commission. Such financial statements Buyer Financial Statements fairly present in all material respects the consolidated financial position of the Company Buyer and its Subsidiaries subsidiaries as of the dates thereof and the consolidated results of operations, cash flows and changes in stockholders' equity for the periods then ended (subject, in the case of the unaudited interim financial statements, to normal, recurring year-year- end audit adjustments). Except as set forth or reflected in the Commission Filings filed prior and to the date hereof extent reflected or as set forth on Schedule 4.6reserved against in Buyer Financial Statements, neither the Company none of Buyer nor any subsidiary of its Subsidiaries have Buyer has any material liabilities or obligations of any nature (nature, whether absolute, accrued, absolute, contingent, unasserted contingent or otherwise) that individually , and whether due or in to become due, for the aggregate could reasonably be expected to have a Material Adverse Effectperiods covered thereby.

Commission Filings; Financial Statements. (a) The Company Acquiror has filed all Commission Filings that it has been required to file with the Commission and made available to Target or its representatives all forms, reports and documents required to be filed by Acquiror with the Commission since August 2, 2000 (collectively, the “Acquiror Commission Reports”). The Acquiror Commission Reports constitute all of the documents required to be filed by the Acquiror under the Securities Act and Section 13 or 14 of the Exchange Act. As of the respective dates of their filing Act with the CommissionCommission since August 2, 2000. The Acquiror Commission Reports (i) at the time filed, (or the date of any amendment thereto filed on if amended or superseded by a filing prior to the date hereofof this Agreement, then on the Commission Filings date of such filing) complied as to form in all material respects with the applicable provisions requirements of the Securities Act of 1933, as amended, (the “Securities Act”), and the Exchange Act Act, as the case may be, and (ii) 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 in such Acquiror Commission Reports or necessary in order to make the statements made thereinin such Acquiror Commission Reports, in the light of the circumstances under which they were made, not misleading, except to the extent corrected by a subsequently filed Acquiror Commission Report. (b) Each of the historical consolidated financial statements of (including, in each case, any related notes) contained in the Company (Acquiror Commission Reports, including any related notes Acquiror Commission Reports filed after the date of this Agreement until the Closing, complied or schedules) included in the Commission Filings was prepared in accordance with GAAP (except will comply as may be disclosed therein), and complied to form in all material respects with the applicable published rules and regulations of the Commission. Such Commission with respect thereto, was prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods involved (except as may be indicated in the notes to such financial statements or, in the case of unaudited statements, as permitted by Form 10-Q of the Commission) and fairly present in all material respects presented the consolidated financial position of the Company Acquiror and its Subsidiaries subsidiaries as of at the respective dates thereof and the consolidated results of operations, its operations and cash flows and changes in stockholders' equity for the periods then ended (subjectindicated, in the case of except that the unaudited interim financial statements, statements were or are subject to normal, normal and recurring year-end audit adjustments). Except as set forth adjustments which were not or reflected in the Commission Filings filed prior to the date hereof or as set forth on Schedule 4.6, neither the Company nor any of its Subsidiaries have any liabilities or obligations of any nature (whether accrued, absolute, contingent, unasserted or otherwise) that individually or in the aggregate could reasonably be are not expected to have a Material Adverse Effectbe material in amount.

Commission Filings; Financial Statements. (a) The Company Acquiror has filed all Commission Filings that it has been required to file with the Commission under the Securities Act and the Exchange Act. As of the respective dates of their filing made available to Target or its representatives all forms, reports and documents required to be filed by Acquiror with the CommissionCommission since December 31, or 1995 (collectively, the "ACQUIROR COMMISSION REPORTS"). The Acquiror Commission Reports, including Acquiror Commission Reports filed after the date of any amendment thereto filed on this Agreement until Closing, (i) at the time filed, complied or prior to the date hereof, the Commission Filings complied as to form will comply in all material respects with the applicable provisions requirements of the Securities Act of 1933, as amended (the "SECURITIES ACT"), and the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), as the case may be, and (ii) did not or will not at the time they were or will be 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 in such Acquiror Commission Reports or necessary in order to make the statements made thereinin such Acquiror Commission Reports, in the light of the circumstances under which they were made, not misleading. (b) Each of the historical consolidated financial statements (including, in each case, any related notes) contained in the Acquiror Commission Reports, including any Acquiror Commission Reports filed after the date of this Agreement until the Closing, complied or will comply as to form in all material respects with the applicable published rules and regulations of the Company (including any related notes or schedules) included in the Commission Filings with respect thereto, was prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be disclosed therein)indicated in the notes to such financial statements or, and complied in all material respects with the rules and regulations case of unaudited statements, as permitted by Form 10-Q of the Commission. Such financial statements ) and fairly presented or will fairly present in all material respects the consolidated financial position of the Company Acquiror and its Subsidiaries as of at the respective dates thereof and the consolidated results of operations, its operations and cash flows and changes in stockholders' equity for the periods then ended (subjectindicated, in the case of except that the unaudited interim financial statements, statements were or are subject to normal, normal and recurring year-end audit adjustments). Except as set forth adjustments which were not or reflected in the Commission Filings filed prior to the date hereof or as set forth on Schedule 4.6, neither the Company nor any of its Subsidiaries have any liabilities or obligations of any nature (whether accrued, absolute, contingent, unasserted or otherwise) that individually or in the aggregate could reasonably be are not expected to have a Material Adverse Effectbe material in amount.

Commission Filings; Financial Statements. (a) The Company Taro is a reporting issuer under the securities laws of Alberta and Ontario and is not in default of any requirement of such securities laws and it is in compliance with the bylaws, rules and regulations of the TSE, being the only exchange upon which the Taro Common Shares are listed. Taro has filed all Commission Filings reports and other filings, together with any amendments required to be made with respect thereto, that it has they have been required to file with the Commission under the Securities Act TSE and the Exchange ActCommissions. Taro has heretofore delivered to TAL copies of the Taro Commission Filings. As of the respective dates of their filing with the Commission, TSE or the date of any amendment thereto filed on or prior to the date hereofCommissions, the Taro Commission Filings complied as to form in all material respects with the applicable provisions securities laws, the rules and regulations of the Securities Act Commissions thereunder and the Exchange Act bylaws, rules and regulations of the TSE, and were true and complete in all material respects and 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, misrepresentation (as defined in the light of the circumstances under which they were made, not misleading. Securities Act (b) Alberta)). Each of the historical consolidated financial statements of the Company (including any related notes or schedules) included in the Taro Commission Filings was prepared in accordance with GAAP Canadian generally accepted accounting principles applied on a consistent basis (except as may be disclosed therein), noted therein or in the notes or schedules thereto) and complied in all material respects with the rules and regulations of the CommissionTSE and the Commissions. Such consolidated financial statements fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries Taro as of the dates thereof and the consolidated results of operations, cash flows and changes in stockholdersshareholders' equity for the periods then ended (subject, in the case of the unaudited interim financial statements, to normal, recurring normal year-end audit adjustmentsadjustments on a basis comparable with past periods). Except as set forth or reflected in the Commission Filings filed prior to As of the date hereof hereof, Taro has no liabilities, absolute or as set forth on Schedule 4.6, neither the Company nor any of its Subsidiaries have any liabilities or obligations of any nature (whether accrued, absolute, contingent, unasserted or otherwise) that individually or in the aggregate could may reasonably be expected to have a Material Adverse EffectTaro MAE, that are not reflected in the Taro Commission Filings, except (i) those incurred in the ordinary course of business consistent with past operations and not relating to the borrowing of money, and (ii) those set forth in Section 3.2(e) of the Taro Disclosure Letter.

Commission Filings; Financial Statements. (a) The Company Shared Technologies has filed all Commission Filings that it has been required to file forms, reports and documents during the past three years (collectively, the "SEC Reports") with the Securities and Exchange Commission under (the Securities Act and the Exchange Act. As "SEC"), all of the respective dates of their filing with the Commission, or the date of any amendment thereto which complied when filed on or prior to the date hereof, the Commission Filings complied as to form in all material respects with the all applicable provisions requirements of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "Securities Act") and the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the "Exchange Act"). As of their respective dates the SEC Reports (including all exhibits and schedules thereto and documents incorporated by reference therein) 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. (b) Each of the historical . The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company (including any related notes Shared Technologies and its subsidiaries included or schedules) included incorporated by reference in the Commission Filings was such SEC Reports have been prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be disclosed thereinindicated in the notes thereto), and complied in all material respects with the rules and regulations of the Commission. Such financial statements fairly present in all material respects the consolidated financial position of the Company Shared Technologies and its Subsidiaries subsidiaries as of the dates thereof and the consolidated results of operations, operations and consolidated cash flows and changes in stockholders' equity for the periods then ended (subject, in the case of the any unaudited interim financial statements, to normal, recurring normal year-end audit adjustmentsadjustments and to the extent they may not include footnotes or may be condensed or summary statements). Except . (b) Shared Technologies will deliver to Fairchild as set forth soon as they become available true and complete copies of any report or reflected statement mailed by it to its securityholders generally or filed by it with the SEC, in the Commission Filings filed prior each case subsequent to the date hereof and prior to the Effective Time. As of their respective dates, such reports and statements (excluding any information therein provided by Fairchild, as to which Shared Technologies makes no representation) will 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 therein, in light of the circumstances under which they are made, not misleading and will comply in all material respects with all applicable requirements of law. The audited consolidated financial statements and unaudited consolidated interim financial statements of Shared Technologies and its subsidiaries to be included or incorporated by reference in such reports and statements (excluding any information therein provided by Fairchild, as set forth to which Shared Technologies makes no representation) will be prepared in accordance with generally accepted accounting principles applied on Schedule 4.6a consistent basis throughout the periods involved (except as may be indicated in the notes thereto) and will fairly present the consolidated financial position of Shared Technologies and its subsidiaries as of the dates thereof and the consolidated results of operations and consolidated cash flows for the periods then ended (subject, neither in the Company nor any of its Subsidiaries have any liabilities or obligations case of any nature (whether accruedunaudited interim financial statements, absolute, contingent, unasserted to normal year-end adjustments and to the extent they may not include footnotes or otherwise) that individually may be condensed or in the aggregate could reasonably be expected to have a Material Adverse Effectsummary statements).

Commission Filings; Financial Statements. (a) The Except for amendments required to Exchange Act filings as a result of the restatements of the Company's financial statements described in the Company's financial statements described in the Company's Annual Report on Form 10-K for the fiscal year ending December 31, 1999, the Company has timely filed all Commission Filings reports, registration statements and other filings, together with any amendments or supplements required to be made with respect thereto, that it has been required to file with the Commission under the Securities Act and the Exchange Act. As The Company's Annual Report on Form 10-K for the fiscal year ending December 31, 1999, as amended as a result of the respective dates restatements of their filing with the CommissionCompany's financial statements described in the Company's financial statements thereto, or the date of any amendment thereto filed on or prior to the date hereof, the and all Commission Filings filed thereafter have complied as to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act and 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. (b) Each of the historical consolidated financial statements of the Company (including any related notes or schedules) included in the Commission Filings filed on or after April 14, 2000 was prepared in accordance with GAAP (except as may be disclosed therein), and complied in all material respects with the rules and regulations of the Commission. Such financial statements fairly present in all material respects the consolidated financial position of the Company and its the Subsidiaries as of the dates thereof and the consolidated results of operations, cash flows and changes in stockholders' equity for the periods then ended (subject, in the case of the unaudited interim financial statements, to normal, recurring year-year- end audit adjustments). Except as set forth or reflected in the Commission Filings filed on or after April 14, 2000 and prior to the date hereof or as set forth on Schedule 4.6hereof, neither the Company nor any of its Subsidiaries does not have any liabilities or obligations of any nature (whether accrued, absolute, contingent, unasserted or otherwise) that individually or in the aggregate could reasonably would be expected to have a Material Adverse Effect.

Commission Filings; Financial Statements. The Seller has heretofore delivered to the Buyer its (ai) The Company has Annual Report on Form 10-K for the fiscal years ended December 31, 1996, 1997 and 1998, as filed all Commission Filings that it has been required to file with the Commission under the Securities Act and the Exchange Act. As of the respective dates of their filing with the Commission, (ii) Quarterly Report on Form 10-Q for the quarter ended March 31, 1999 (the "FORM 10-Q"), and (iii) proxy statements relating to all meetings of the Seller's shareholders (whether annual or special) since January 1, 1996, (iv) all other reports (including any Form 8-Ks) or registration statements filed by the date of any amendment thereto filed on or prior to the date hereof, Seller with the Commission Filings since January 1, 1996, and (v) the unaudited consolidated balance sheet and related unaudited consolidated statements of income and cash flows of the Seller and its Subsidiaries at June 30, 1999 and for the six months then ended (the "UNAUDITED 1999 FINANCIAL STATEMENTS"). As of their respective dates, such reports and registration statements (including all exhibits and schedules thereto and documents incorporated by reference therein) complied as to form in all material respects with the all applicable provisions requirements of the Securities Act and the Exchange Act or the Securities Act, as applicable, and 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. (b) Each of the historical . The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company (including any related notes Seller and its Subsidiaries included or schedules) included incorporated by reference in the Commission Filings was Form 10-Q, such other reports and the Unaudited 1999 Financial Statements (collectively, the "SELLER FINANCIAL STATEMENTS") have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be disclosed thereinindicated in the notes thereto); and except that the Unaudited 1999 Financial Statements do not include footnote disclosures otherwise required by GAAP, and complied in all material respects with the rules and regulations of the Commission. Such financial statements fairly present in all material respects the consolidated financial position of the Company Seller and its Subsidiaries as of the dates thereof and the consolidated results of operations, cash flows their operations and changes in stockholders' equity their financial position for the periods then ended (ended, except as otherwise noted therein and subject, in the case of the unaudited interim financial statements, to normal, recurring normal year-end audit adjustments)adjustments and any other adjustments described therein. Except as set forth or reflected in The consolidated balance sheet of the Commission Filings filed prior to the date hereof or as set forth on Schedule 4.6, neither the Company nor any of Seller and its Subsidiaries have any liabilities or obligations of any nature (whether accruedas at June 30, absolute1999 is referred to as the "BALANCE SHEET," and June 30, contingent1999, unasserted or otherwise) that individually or in is referred to as the aggregate could reasonably be expected to have a Material Adverse Effect"BALANCE SHEET DATE."

Commission Filings; Financial Statements. (a) The Company PetroQuest has filed all Commission Filings that it has been forms, reports, statements and documents required to file be filed with the Commission under the Securities Act and the Exchange Act. As of the respective dates of their filing with the Commissionsince January 1, or the date of any amendment thereto filed on or prior to the date hereof2002 (collectively, the “PetroQuest Commission Filings Reports”), each of which has complied as to form in all material respects with the applicable provisions requirements of the Securities Act and or the Exchange Act and did not contain Act, each as in effect on the date so filed. None of the PetroQuest Commission Reports contained when filed any untrue statement of a material fact or omit omitted or omits to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (b) Each All of the historical consolidated financial statements of included in the Company (PetroQuest Commission Reports, in each case including any related notes or schedules) included in thereto, as filed with the Commission Filings was (collectively, the “PetroQuest Financial Statements”), have been prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be disclosed therein)indicated in the notes thereto and subject, and complied in all material respects with the rules and regulations case of the Commission. Such financial statements unaudited statements, to normal, recurring audit adjustments) and fairly present in all material respects the consolidated financial position of the Company PetroQuest and its Subsidiaries as of at the dates respective date thereof and the consolidated results of operations, cash flows its operations and changes in stockholders' equity cash flows for the periods then ended indicated. (subjectc) Except as disclosed in Schedule 5.5(c), there are no liabilities of PetroQuest of any kind whatsoever, whether or not accrued and whether or not contingent or absolute, that are material to PetroQuest and its Subsidiaries, taken as a whole, other than (i) liabilities disclosed or provided for in the case of PetroQuest Commission Reports, including the unaudited interim financial statementsnotes thereto, to normal, recurring year-end audit adjustments). Except as set forth or reflected and (ii) liabilities incurred in the Commission Filings filed prior to Ordinary Course of Business (including the date hereof or as set forth on Schedule 4.6use of current credit facilities) since December 31, neither the Company nor any of its Subsidiaries have any liabilities or obligations of any nature (whether accrued, absolute, contingent, unasserted or otherwise) that individually or in the aggregate could reasonably be expected to have a Material Adverse Effect2004.

Commission Filings; Financial Statements. (a) The Company Yahoo! has filed with the Securities and Exchange Commission (the "COMMISSION") and made available to Net2Phone or its representatives all Commission Filings that it has been forms, reports and documents required to file be filed by Yahoo! with the Commission under the Securities Act and the Exchange Act. As of the respective dates of their filing with the Commission, or the date of any amendment thereto filed on or prior to the date hereofsince [****] (collectively, the "YAHOO! COMMISSION REPORTS"). Yahoo! Commission Filings Reports (i) at the time filed, complied as to form in all material respects with the applicable provisions requirements of the Securities Act of 1933, as amended, (the "SECURITIES ACT"), and the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), as the case may be, and (ii) 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 in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (b) Each of the historical consolidated financial statements of the Company (including, in each case, any related notes) contained in Yahoo! Commission Reports, including any related notes or schedules) included in such Report filed after the Commission Filings was prepared in accordance with GAAP (except date of this Agreement until the Closing, complied as may be disclosed therein), and complied to form in all material respects with the applicable published rules and regulations of the Commission. Such Commission with respect thereto, was prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods involved (except as may be indicated in the notes to such financial statements or, in the case of unaudited statements, as permitted by Form 10-Q of the Commission) and fairly present in all material respects presented the consolidated financial position of the Company Yahoo! and its Subsidiaries subsidiaries as of at the respective dates thereof and the consolidated results of operations, its operations and cash flows and changes in stockholders' equity for the periods then ended (subjectindicated, in the case of except that the unaudited interim financial statements, statements were or are subject to normal, normal and recurring year-end audit adjustments). Except as set forth adjustments which were not or reflected in the Commission Filings filed prior to the date hereof or as set forth on Schedule 4.6, neither the Company nor any of its Subsidiaries have any liabilities or obligations of any nature (whether accrued, absolute, contingent, unasserted or otherwise) that individually or in the aggregate could reasonably be are not expected to have a Material Adverse Effectbe material in amount.

Commission Filings; Financial Statements. (a) The Company Except as set forth on Schedule 4.24, since December 31, 1997, the Saba Group has timely filed all Commission Filings reports, registration statements and other filings, together with any amendments required to be made with respect thereto, that it has been required to file with the Securities and Exchange Commission (the "Commission") under the Securities Act and the Exchange Act (all reports, proxy statements, registration statements and other filings (including all notes, exhibits and schedules thereto and documents incorporated by reference therein) filed by the Saba Group with the Commission together with any amendments thereto, insofar as they contain information with respect to the Saba Group, are sometimes collectively referred to as the, "Commission Filings.") As of, (i) with respect to all Commission Filings other than registration statements filed under the Securities Act. As of , the respective dates of their filing with the CommissionCommission or (ii) with respect to all registration statements filed under the Securities Act, or the date of any amendment thereto filed on or prior to the date hereoftheir respective effective dates, the Commission Filings complied as to form in all material respects with all of the applicable provisions rules and regulations of the Securities Act and the Exchange Act Commission and 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 in which they were made, not misleading. (b) Each of the historical consolidated The financial statements of the Company (including any related notes or schedules) for the year ended December 31, 1997 included in the Commission Filings was Annual Report on Form 10-K for such year were prepared in accordance with GAAP (except as may be disclosed therein), noted therein or in the notes or schedules thereto) consistently applied and complied in all material respects with the rules and regulations of the Commission. Such financial statements fairly present in all material respects the consolidated financial position of the Company Saba and all of its Subsidiaries subsidiaries as of the dates thereof December 31, 1997 and 1996 and the consolidated results of operations, cash flows and changes in stockholders' equity equity, for each of the periods then years in the three year period ended December 31, 1997. (subjectc) Any and all books, records and written information furnished to the Company by the Saba Group prior to, at or after the date of this Agreement, in the case Schedules hereto, or otherwise when taken as a whole is, or when furnished will be, true and correct in all material respects. Such information when taken as a whole states, or when furnished will state, all material facts and does not omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the unaudited interim circumstances under which the statements are made, not misleading. There is no fact actually known to the Saba Group or a Stockholder that materially adversely affects the business, operations, condition, financial statementsor otherwise, to normal, recurring year-end audit adjustments). Except as or assets of the Saba Group or the transactions contemplated hereby that has not been set forth or reflected in the Commission Filings filed prior to the date hereof or as set forth on Schedule 4.6, neither the Company nor any of its Subsidiaries have any liabilities or obligations of any nature (whether accrued, absolute, contingent, unasserted or otherwise) that individually herein or in the aggregate could reasonably be expected other documents, instruments and certificates delivered to the Company by or on behalf of the Saba Group specifically for use in connection with the transactions contemplated hereby. Notwithstanding the foregoing, Saba makes no representation or warranty regarding the accuracy of any reserve report or other projection furnished to the Company. Any and all books, records and information furnished to the Engineers by the Saba Group prior to, at or after the date of this Agreement, in the Schedules hereto, or otherwise when taken as a whole is, or when furnished will be, (i) all such books, records and information that the Engineers have a Material Adverse Effectrequested, and (ii) true and correct in all material respects.

Commission Filings; Financial Statements. (a) The Company has filed all Commission Filings reports, registration statements and other filings, together with any amendments or supplements required to be made with respect thereto, that it has been required to file with the Commission under the Securities Act and the Exchange ActAct (the "Commission Filings"). As of the respective dates of their filing with the Commission, or the date of any amendment thereto filed on or prior to the date hereof, the Commission Filings complied as to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act and 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. (b) Each of the historical consolidated financial statements of the Company (including any related notes or schedules) included in the Commission Filings was prepared in accordance with GAAP (except as may be disclosed therein), and complied in all material respects with the rules and regulations of the Commission. Such financial statements fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of operations, cash flows and changes in stockholders' equity for the periods then ended (subject, in the case of the unaudited interim financial statements, to normal, recurring year-end audit adjustments). Except as set forth or reflected in the Commission Filings filed prior to the date hereof or as set forth on Schedule 4.6hereof, neither the Company nor any of its Subsidiaries does not have any liabilities or obligations of any nature (whether accrued, absolute, contingent, unasserted or otherwise) that individually or in the aggregate could reasonably would be expected to have a Material Adverse Effect.

Commission Filings; Financial Statements. (a) The Company has filed with the Securities and Exchange Commission (the "Commission") and made available to the Purchaser and its representatives all Commission Filings that it has been required to file forms, reports and documents filed by the Company with the Commission under the Securities Act and the Exchange Act. As of the respective dates of their filing with the Commissionsince December 31, or the date of any amendment thereto filed on or prior to the date hereof2000 (collectively, the "Company Commission Filings Reports"). The Company Commission Reports (i) at the time filed, complied as to form in all material respects with the applicable provisions requirements of the Securities Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as applicable, and (ii) 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 amending or superseding filing) contain any untrue statement of a material fact or omit 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. (b) Each of the historical consolidated financial statements of (including, in each case, any related notes) contained in the Company (including any related notes or schedules) included in the Commission Filings was prepared in accordance with GAAP (except Reports complied as may be disclosed therein), and complied to form in all material respects with the applicable published rules and regulations of the Commission. Such Commission with respect thereto, was prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods involved (except as may be indicated in the notes to such financial statements fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the dates thereof and the consolidated results of operations, cash flows and changes in stockholders' equity for the periods then ended (subjector, in the case of the unaudited interim financial statements, to normalas permitted by Form 10-Q of the Commission) and include all adjustments, recurring year-end audit consisting only of normal accounting adjustments), that the Company reasonably considers necessary for a fair presentation of its financial position at the respective dates and the results of its operations and cash flows for the periods indicated. Except as set forth or reflected disclosed in the Company Commission Filings Reports filed with the Commission prior to the date hereof hereof, since December 31, 2000, taking into account the cumulative effect of all developments and events since such date, there has not been any development or as set forth on Schedule 4.6event, neither the Company nor any or series of its Subsidiaries have any liabilities developments or obligations of any nature (whether accruedevents, absolute, contingent, unasserted or otherwise) that individually or in the aggregate could would reasonably be expected to have a Material Adverse Effect.

Commission Filings; Financial Statements. (a) The Company BSQUARE has filed all Commission Filings that it has been required to file with the Commission under all forms, reports and documents required to be filed by BSQUARE with the Securities and Exchange Commission (the "Commission") since October 19, 1999 (collectively, the "BSQUARE Commission Reports"). The BSQUARE Commission Reports (i) at the time filed, complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act. As of , as the respective dates of their case may be, and (ii) did not at the time they were filed (or if amended or superseded by a filing with the Commission, or the date of any amendment thereto filed on or prior to the date hereofof this Agreement, then on the Commission Filings complied as to form in all material respects with the applicable provisions date of the Securities Act and the Exchange Act and did not such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein in such BSQUARE Commission Reports or necessary in order to make the statements made thereinin such BSQUARE Commission Reports, in the light of the circumstances under which they were made, not misleading. (b) Each of the historical consolidated financial statements of (including, in each case, any related notes) contained in the Company (BSQUARE Commission Reports, including any related notes BSQUARE Commission Reports filed after the date of this Agreement until the Closing, complied or schedules) included in the Commission Filings was prepared in accordance with GAAP (except will comply as may be disclosed therein), and complied to form in all material respects with the applicable published rules and regulations of the Commission. Such Commission with respect thereto, was prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods involved (except as may be indicated in the notes to such financial statements or, in the case of unaudited statements, as permitted by Form 10-Q of the Commission) and fairly present in all material respects presented the consolidated financial position of the Company BSQUARE and its Subsidiaries as of the respective dates thereof and the consolidated results of operations, its operations and cash flows and changes in stockholders' equity for the periods then ended (subjectindicated, in the case of except that the unaudited interim financial statements, statements were or are subject to normal, normal and recurring year-end audit adjustments). Except as set forth adjustments which were not or reflected in the Commission Filings filed prior to the date hereof or as set forth on Schedule 4.6, neither the Company nor any of its Subsidiaries have any liabilities or obligations of any nature (whether accrued, absolute, contingent, unasserted or otherwise) that individually or in the aggregate could reasonably be are not expected to have a Material Adverse Effectbe material in amount.

Commission Filings; Financial Statements. (a) The Company ESS has filed all Commission Filings that it has been required to file with the Commission under and made available to Platform all forms, reports and documents required to be filed by ESS with the Commission since December 31, 1996 other than registration statements on Form S-8 (collectively, the "ESS COMMISSION REPORTS"). The ESS Commission Reports (i) at the time filed, complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act. As of , as the respective dates of their case may be, and (ii) did not at the time they were filed (or if amended or superseded by a filing with the Commission, or the date of any amendment thereto filed on or prior to the date hereofof this Agreement, then on the Commission Filings complied as to form in all material respects with the applicable provisions date of the Securities Act and the Exchange Act and did not such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein in such ESS Commission Reports or necessary in order to make the statements made thereinin such ESS Commission Reports, in the light of the circumstances under which they were made, not misleading. ESS has also delivered to Platform a press release dated April 17, 1997 and has made an oral presentation to Platform on April 16, 1997 concerning certain financial matters relating to the Company. (b) Each of the historical consolidated financial statements of (including, in each case, any related notes) contained in the Company (ESS Commission Reports, including any related notes ESS Commission Reports filed after the date of this Agreement until the Closing, complied or schedules) included in the Commission Filings was prepared in accordance with GAAP (except will comply as may be disclosed therein), and complied to form in all material respects with the applicable published rules and regulations of the Commission. Such Commission with respect thereto, was prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods involved (except as may be indicated in the notes to such financial statements or, in the case of unaudited statements, as permitted by Form 10-Q of the Commission) and fairly present in all material respects presented the consolidated financial position of the Company ESS and its Subsidiaries as of at the respective dates thereof and the consolidated results of operations, its operations and cash flows and changes in stockholders' equity for the periods then ended (subjectindicated, in the case of except that the unaudited interim financial statements, statements were or are subject to normal, normal and recurring year-end audit adjustments). Except as set forth adjustments which were not or reflected in the Commission Filings filed prior to the date hereof or as set forth on Schedule 4.6, neither the Company nor any of its Subsidiaries have any liabilities or obligations of any nature (whether accrued, absolute, contingent, unasserted or otherwise) that individually or in the aggregate could reasonably be are not expected to have a Material Adverse Effectbe material in amount.

Commission Filings; Financial Statements. (a) The Company has filed all Commission Filings reports, registration statements and other filings, together with any amendments or supplements required to be made with respect thereto, that it has been required to file with the Commission under the Securities Act and the Exchange Act. As of the respective dates of their filing with the Commission, or the date of any amendment thereto filed on or prior to the date hereof, the Commission Filings complied as to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act and 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. (b) Each of the historical consolidated financial statements of the Company (including any related notes or schedules) included in the Commission Filings was prepared in accordance with GAAP (except as may be disclosed therein), and complied in all material respects with the rules and regulations of the Commission. Such financial statements fairly present in all material respects the consolidated financial position of the Company and its the Viatel Subsidiaries as of the dates thereof and the consolidated results of operations, cash flows and changes in stockholders' equity for the periods then ended (subject, in the case of the unaudited interim financial statements, to normal, recurring year-end audit adjustments). Except as set forth or reflected in the Commission Filings filed prior to the date hereof or as set forth on Schedule 4.6SCHEDULE 3.6(b), neither the Company nor any of its Subsidiaries does not have any liabilities or obligations of any nature (whether accrued, absolute, contingent, unasserted or otherwise) that individually or in the aggregate could reasonably would be expected to have a Material Adverse Effect.

Commission Filings; Financial Statements. (a) The Company has filed all Commission Filings that it has been required to file with the Commission under the Securities Act and the Exchange Act. As of the respective dates of their filing with the Commission, or the date of any amendment thereto filed on or prior to the date hereof, the Commission Filings complied as to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act and 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. (b) . Each of the historical consolidated financial statements of the Company (including any related notes or schedules) included in the Commission Filings was prepared in accordance with GAAP (except as may be disclosed therein), and complied in all material respects with the rules and regulations of the Commission. Such financial statements fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the dates thereof and the consolidated results of operations, cash flows and changes in stockholders' equity for the periods then ended (subject, in the case of the unaudited interim financial statements, to normal, recurring year-end audit adjustments). Except as set forth or reflected in the Commission Filings filed prior to the date hereof or as set forth on Schedule SCHEDULE 4.6, neither the Company nor any of its Subsidiaries have any liabilities or obligations of any nature (whether accrued, absolute, contingent, unasserted or otherwise) that individually or in the aggregate could reasonably be expected to have a Material Adverse Effect.

Commission Filings; Financial Statements. (a) The Company UDW has made available to Hyundai accurate and complete copies (including copies of exhibits) of each report, registration statement and definitive proxy and information statements filed all Commission Filings that it has been required to file by UDW with the Commission under (collectively, with all information incorporated by reference therein or deemed to be incorporated by reference therein, "UDW Commission Documents"). All statements, reports, schedules, forms and other documents required to have been filed by UDW with the Securities Act and the Exchange ActCommission have been so filed on a timely basis. As of the respective dates of their filing time it was filed with the CommissionCommission (or, if amended or the date of any amendment thereto filed on or superseded by a filing prior to the date hereofof this Agreement, then on the date of such filing): (i) each UDW Commission Filings Document complied as to form in all material respects with the applicable provisions requirements of the Securities Act and or the Securities Exchange Act of 0000 (xxx "Xxxxxxxx Xxx"); and did not contain (ii) no UDW Commission Document 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. (b) Each of the historical consolidated The financial statements of the Company (including any related notes or schedules) included contained in the UDW Commission Filings was prepared in accordance with GAAP Documents: (except i) complied as may be disclosed therein), and complied to form in all material respects with the published rules and regulations of the Commission. Such Commission applicable thereto; (ii) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to such financial statements and, in the case of unaudited statements, as permitted by Form 10-QSB of the Commission); and (iii) fairly present present, in all material respects respects, the consolidated financial position of the Company UDW and its Subsidiaries consolidated subsidiaries as of the respective dates thereof and the consolidated results of operations, cash flows operations of UDW and changes in stockholders' equity its consolidated subsidiaries for the periods then ended (subject, in the case covered thereby. All adjustments considered necessary for a fair presentation of the unaudited interim financial statements, to normal, recurring year-end audit adjustments). Except as set forth or reflected in the Commission Filings filed prior to the date hereof or as set forth on Schedule 4.6, neither the Company nor any of its Subsidiaries statements have any liabilities or obligations of any nature (whether accrued, absolute, contingent, unasserted or otherwise) that individually or in the aggregate could reasonably be expected to have a Material Adverse Effectbeen included.

Commission Filings; Financial Statements. (a) The Company has timely filed all Commission Filings reports, registration statements and other filings, together with any amendments or supplements required to be made with respect thereto, that it has been required to file with the Commission under the Securities Act and the Exchange Act. As of the respective dates of their filing with the Commission, or the date of any amendment thereto filed on or prior to the date hereof, the Commission Filings complied as to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act and 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. (b) Each of the historical consolidated financial statements of the Company (including any related notes or schedules) included in the Commission Filings was prepared in accordance with GAAP (except as may be disclosed therein), and complied in all material respects with the rules and regulations of the Commission. Such financial statements fairly present in all material respects the consolidated financial position of the Company and its the Subsidiaries as of the dates thereof and the consolidated results of operations, cash flows and changes in stockholders' equity for the periods then ended (subject, in the case of the unaudited interim financial statements, to normal, recurring year-end audit adjustments). Except as set forth or reflected in the Commission Filings filed prior to the date hereof or as set forth on Schedule 4.6hereof, neither the Company nor any of its Subsidiaries does not have any liabilities or obligations of any nature (whether accrued, absolute, contingent, unasserted or otherwise) that individually or in the aggregate could reasonably would be expected to have a Material Adverse Effect.

Commission Filings; Financial Statements. (a) The Company has timely filed all Commission Filings reports, registration statements and other filings, together with any amendments or supplements required to be made with respect thereto, that it has been required to file with the Commission under the Securities Act and the Exchange Act. As of the respective dates of their filing with the Commission, or the date of any amendment thereto filed on or prior to the date hereof, the Commission Filings complied as to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act and did not contain any untrue statement of a material fact or omit 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. (b) Each of the historical consolidated financial statements of the Company (including any related notes or schedules) included in the Commission Filings was prepared in accordance with GAAP (except as may be disclosed therein), and complied in all material respects with the rules and regulations of the Commission. Such financial statements fairly present in all material respects the consolidated financial position of the Company and its the Subsidiaries as of the dates thereof and the consolidated results of operations, cash flows and changes in stockholders' equity for the periods then ended (subject, in the case of the unaudited interim financial statements, to normal, recurring year-end audit adjustments). Except as set forth or reflected in the Commission Filings filed prior to the date hereof or as set forth on Schedule 4.6hereof, neither the Company nor any of its Subsidiaries does not have any liabilities or obligations of any nature (whether accrued, absolute, contingent, unasserted or otherwise) that individually or in the aggregate could reasonably would be expected to have a Material Adverse Effect.

Commission Filings; Financial Statements. (a) The Company HearMe has filed all Commission Filings that it has been required to file with the Commission under the Securities Act and the Exchange Act. As of the respective dates of their filing made available to Target or its representatives all forms, reports and documents required to be filed by HearMe with the CommissionCommission since February 16, or the date of any amendment thereto filed on or prior to the date hereof1999 (collectively, the "HEARME COMMISSION Reports"). The HearMe Commission Filings Reports (i) at the time filed, complied as to form in all material respects with the applicable provisions requirements of the Securities Act of 1933, as amended, (the "SECURITIES ACT"), and the Exchange Act Act, as the case may be, and (ii) 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 in such HearMe Commission Reports or necessary in order to make the statements made thereinin such HearMe Commission Reports, in the light of the circumstances under which they were made, not misleading. (b) Each of the historical consolidated financial statements of (including, in each case, any related notes) contained in the Company (HearMe Commission Reports, including any related notes HearMe Commission Reports filed after the date of this Agreement until the Closing, complied or schedules) included in the Commission Filings was prepared in accordance with GAAP (except will comply as may be disclosed therein), and complied to form in all material respects with the applicable published rules and regulations of the Commission. Such Commission with respect thereto, was prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods involved (except as may be indicated in the notes to such financial statements or, in the case of unaudited statements, as permitted by Form 10-Q of the Commission) and fairly present in all material respects presented the consolidated financial position of the Company HearMe and its Subsidiaries as of at the respective dates thereof and the consolidated results of operations, its operations and cash flows and changes in stockholders' equity for the periods then ended (subjectindicated, in the case of except that the unaudited interim financial statements, statements were or are subject to normal, normal and recurring year-end audit adjustments). Except as set forth adjustments which were not or reflected in the Commission Filings filed prior to the date hereof or as set forth on Schedule 4.6, neither the Company nor any of its Subsidiaries have any liabilities or obligations of any nature (whether accrued, absolute, contingent, unasserted or otherwise) that individually or in the aggregate could reasonably be are not expected to have a Material Adverse Effectbe material in amount.

Commission Filings; Financial Statements. (a) The Company Acquiror has filed all Commission Filings that it has been required to file with the Commission under the Securities Act and the Exchange Act. As of the respective dates of their filing made available to Target or its representatives all forms, reports and documents required to be filed by Acquiror with the CommissionCommission since September 27, or the date of any amendment thereto filed on or prior to the date hereof2000 (collectively, the "Acquiror Commission Filings Reports"). The Acquiror Commission Reports (i) at the time filed, complied as to form in all material respects with the applicable provisions requirements of the Securities Act of 1933, as amended, (the "Securities Act"), and the Exchange Act Act, as the case may be, and (ii) 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 in such Acquiror Commission Reports or necessary in order to make the statements made thereinin such Acquiror Commission Reports, in the light of the circumstances under which they were made, not misleading. (b) Each of the historical consolidated financial statements (including, in each case, any related notes) contained in the Acquiror Commission Reports, including any Acquiror Commission Reports filed after the date of this Agreement until the Closing, complied or will comply as to form in all material respects with the applicable published rules and regulations of the Company (including any related notes or schedules) included in the Commission Filings with respect thereto, was prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be disclosed therein)indicated in the notes to such financial statements or, and complied in all material respects with the rules and regulations case of unaudited statements, as permitted by Form 10-Q of the Commission. Such financial statements ) and fairly present in all material respects presented the consolidated financial position of the Company Acquiror and its Subsidiaries as of at the respective dates thereof and the consolidated results of operations, its operations and cash flows and changes in stockholders' equity for the periods then ended (subjectindicated, in the case of except that the unaudited interim financial statements, statements were or are subject to normal, normal and recurring year-end audit adjustments). Except as set forth adjustments which were not or reflected in the Commission Filings filed prior to the date hereof or as set forth on Schedule 4.6, neither the Company nor any of its Subsidiaries have any liabilities or obligations of any nature (whether accrued, absolute, contingent, unasserted or otherwise) that individually or in the aggregate could reasonably be are not expected to have a Material Adverse Effectbe material in amount.

Commission Filings; Financial Statements. (a) The Company Xxxxxxxxx has filed all Commission Filings that it has been required to file forms, reports and documents during the past three years (collectively, the "SEC Reports") with the Securities and Exchange Commission under (the Securities Act and the Exchange Act. As "SEC"), all of the respective dates of their filing with the Commission, or the date of any amendment thereto which complied when filed on or prior to the date hereof, the Commission Filings complied as to form in all material respects with the all applicable provisions requirements of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "Securities Act") and the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the "Exchange Act"). As of their respective dates the SEC Reports (including all exhibits and schedules thereto and documents incorporated by reference therein) 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. (b) Each of the historical . The audited consolidated financial statements and unaudited consolidated interim financial statements of Xxxxxxxxx (the Company (including any related notes "Xxxxxxxxx Financial Statements") and its subsidiaries included or schedules) included incorporated by reference in the Commission Filings was such SEC Reports were prepared in accordance with GAAP during the periods involved (except as may be disclosed thereinindicated in the notes thereto), and complied in all material respects with the rules and regulations of the Commission. Such financial statements fairly present in all material respects presented the consolidated financial position of the Company Xxxxxxxxx and its Subsidiaries subsidiaries as of the dates thereof and the consolidated results of operations, operations and consolidated cash flows and changes in stockholders' equity for the periods then ended (subject, in the case of the any unaudited interim financial statements, to normal, recurring normal year-end audit adjustmentsadjustments and to the extent they may not include footnotes or may be condensed or summary statements). Except . (b) Xxxxxxxxx will deliver to Fasteners as set forth soon as they become available true and complete copies of any report or reflected statement mailed by it to its securityholders generally or filed by it with the SEC, in the Commission Filings filed prior each case subsequent to the date hereof and prior to the Effective Time. As of their respective dates, such reports and statements (excluding any information therein provided by Fasteners, as to which Xxxxxxxxx makes no representation) will 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 therein, in light of the circumstances under which they are made, not misleading and will comply in all material respects with all applicable requirements of law. The audited consolidated financial statements and unaudited consolidated interim financial statements of Xxxxxxxxx and its subsidiaries to be included or incorporated by reference in such reports and statements (excluding any information therein provided by Fasteners, as set forth to which Xxxxxxxxx makes no representation) will be prepared in accordance with generally accepted accounting principles applied on Schedule 4.6a consistent basis throughout the periods involved (except as may be indicated in the notes thereto) and will fairly present the consolidated financial position of Xxxxxxxxx and its subsidiaries as of the dates thereof and the consolidated results of operations and consolidated cash flows for the periods then ended (subject, neither in the Company nor any of its Subsidiaries have any liabilities or obligations case of any nature unaudited interim financial statements, to normal year-end adjustments and to the extent they may not include footnotes or may be condensed or summary statements). (whether accrued, absolute, contingent, unasserted or otherwisec) that individually or Xxxxxxxxx will deliver to Fasteners within 45 days of the end of each fiscal quarter subsequent to the date hereof and prior to the Effective Time unaudited consolidated interim financial statements for such quarter prepared in accordance with generally accepted accounting principles on the aggregate could reasonably be expected to have a Material Adverse Effectsame basis as the Xxxxxxxxx Financial Statements were prepared.

Commission Filings; Financial Statements. (a) The Company has filed with the Securities and Exchange Commission (the "Commission") and made available to each Purchaser or its representatives all Commission Filings that it has been forms, reports and documents required to file be filed by the Company with the Commission under the Securities Act and the Exchange Act. As of the respective dates of their filing with the Commissionsince December 31, or the date of any amendment thereto filed on or prior to the date hereof1996 (collectively, the "Company Commission Filings Reports"). The Company Commission Reports (i) at the time filed, complied as to form in all material respects with the applicable provisions requirements of the Securities Act of 1933, as amended, (the "Securities Act"), and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as the case may be, and (ii) 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 in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (b) Each of the historical consolidated financial statements of (including, in each case, any related notes) contained in the Company (Commission Reports, including any related notes or schedules) included in such Report filed after the Commission Filings was prepared in accordance with GAAP (except date of this Agreement until the Closing, complied as may be disclosed therein), and complied to form in all material respects with the applicable published rules and regulations of the Commission. Such Commission with respect thereto, was prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods involved (except as may be indicated in the notes to such financial statements or, in the case of unaudited statements, as permitted by Form 10-Q of the Commission) and fairly present in all material respects presented the consolidated financial position of the Company and its Subsidiaries subsidiaries as of at the respective dates thereof and the consolidated results of operations, its operations and cash flows and changes in stockholders' equity for the periods then ended (subjectindicated, in the case of except that the unaudited interim financial statements, statements were or are subject to normal, normal and recurring year-end audit adjustments). Except as set forth adjustments which were not or reflected in the Commission Filings filed prior to the date hereof or as set forth on Schedule 4.6, neither the Company nor any of its Subsidiaries have any liabilities or obligations of any nature (whether accrued, absolute, contingent, unasserted or otherwise) that individually or in the aggregate could reasonably be are not expected to have a Material Adverse Effectbe material in amount.

Commission Filings; Financial Statements. (ai) The Company Nitches has filed with the Securities and Exchange Commission (the “Commission”) and made available to the Purchaser or its representatives all Commission Filings that it has been forms, reports and documents required to file be filed by Nitches with the Commission under (collectively, the Securities Act and “Commission Reports”). The Commission Reports (i) at the Exchange Act. As of the respective dates of their time filed (or if amended or superseded by a filing with the Commission, or the date of any amendment thereto filed on or prior to the date hereofof this Agreement, then on the Commission Filings date of such filing), complied as to form in all material respects with the applicable provisions requirements of the Securities Act of 1933, as amended, (the “Securities Act”), and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as the case may be, and (ii) 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 in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (bii) Each of the historical consolidated financial statements of the Company (including including, in each case, any related notes or schedulesnotes) included contained in the Commission Filings was prepared in accordance with GAAP (except Reports, including any such Commission Report filed after the date of this Agreement until the Closing, complied as may be disclosed therein), and complied to form in all material respects with the applicable published rules and regulations of the Commission. Such Commission with respect thereto, was prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods involved (except as may be indicated in the notes to such financial statements or, in the case of unaudited statements, as permitted by Form 10-Q of the Commission) and fairly present in all material respects presented the consolidated financial position of the Company Nitches and its Subsidiaries subsidiaries as of at the respective dates thereof and the consolidated results of operations, its operations and cash flows and changes in stockholders' equity for the periods then ended (subjectindicated, in the case of except that the unaudited interim financial statements, statements were or are subject to normal, normal and recurring year-end audit adjustments). Except as set forth adjustments which were not or reflected in the Commission Filings filed prior to the date hereof or as set forth on Schedule 4.6, neither the Company nor any of its Subsidiaries have any liabilities or obligations of any nature (whether accrued, absolute, contingent, unasserted or otherwise) that individually or in the aggregate could reasonably be are not expected to have a Material Adverse Effectbe material in amount.

Commission Filings; Financial Statements. (a) The Company has filed with the Securities and Exchange Commission (the "Commission") and made available to the Purchaser and its representatives all Commission Filings that it has been required to file forms, reports and documents filed by the Company with the Commission under the Securities Act and the Exchange Act. As of the respective dates of their filing with the Commissionsince December 31, or the date of any amendment thereto filed on or prior to the date hereof2002 (collectively, the "Company Commission Filings Reports"). The Company Commission Reports (i) at the time filed, complied as to form in all material respects with the applicable provisions requirements of the Securities Act and the Securities Exchange Act of 1934, as amended, as applicable, and (ii) 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 amending or superseding filing) contain any untrue statement of a material fact or omit 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. (b) Each of the historical consolidated financial statements of (including, in each case, any related notes) contained in the Company (including any related notes or schedules) included in the Commission Filings was prepared in accordance with GAAP (except Reports complied as may be disclosed therein), and complied to form in all material respects with the applicable published rules and regulations of the Commission. Such Commission with respect thereto, was prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods involved (except as may be indicated in the notes to such financial statements fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the dates thereof and the consolidated results of operations, cash flows and changes in stockholders' equity for the periods then ended (subjector, in the case of the unaudited interim financial statements, to normalas permitted by Form 10-Q of the Commission) and include all adjustments, recurring year-end audit consisting only of normal accounting adjustments), that the Company reasonably considers necessary for a fair presentation of its financial position at the respective dates and the results of its operations and cash flows for the periods indicated. Except as set forth or reflected disclosed in the Company Commission Filings Reports filed with the Commission prior to the date hereof hereof, since December 31, 2002, taking into account the cumulative effect of all developments and events since such date, there has not been any development or as set forth on Schedule 4.6event, neither the Company nor any or series of its Subsidiaries have any liabilities developments or obligations of any nature (whether accruedevents, absolute, contingent, unasserted or otherwise) that individually or in the aggregate could would reasonably be expected to have a Material Adverse Effect.

Commission Filings; Financial Statements. (a) The Company has filed with the Securities and Exchange Commission (the "Commission") and made available to the Purchasers and their representatives all Commission Filings that it has been required to file forms, reports and documents filed by the Company with the Commission under the Securities Act and the Exchange Act. As of the respective dates of their filing with the Commissionsince December 31, or the date of any amendment thereto filed on or prior to the date hereof1998 (collectively, the "Company Commission Filings Reports"). The Company Commission Reports (i) at the time filed, complied as to form in all material respects with the applicable provisions requirements of the Securities Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as applicable, and (ii) 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 amending or superseding filing) contain any untrue statement of a material fact or omit 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. (b) Each of the historical consolidated financial statements of (including, in each case, any related notes) contained in the Company (including any related notes or schedules) included in the Commission Filings was prepared in accordance with GAAP (except Reports complied as may be disclosed therein), and complied to form in all material respects with the applicable published rules and regulations of the Commission. Such Commission with respect thereto, was prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods involved (except as may be indicated in the notes to such financial statements fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the dates thereof and the consolidated results of operations, cash flows and changes in stockholders' equity for the periods then ended (subjector, in the case of the unaudited interim financial statements, to normalas permitted by Form 10-Q of the Commission) and include all adjustments, recurring year-end audit consisting only of normal accounting adjustments), that the Company reasonably considers necessary for a fair presentation of its financial position at the respective dates and the results of its operations and cash flows for the periods indicated. Except as set forth or reflected disclosed in the Company Commission Filings Reports filed with the Commission prior to the date hereof hereof, since December 31, 1999, taking into account the cumulative effect of all developments and events since such date, there has not been any development or as set forth on Schedule 4.6event, neither the Company nor any or series of its Subsidiaries have any liabilities developments or obligations of any nature (whether accruedevents, absolute, contingent, unasserted or otherwise) that individually or in the aggregate could would reasonably be expected to have a Material Adverse Effect.