Common use of Commission Filings; Financial Statements Clause in Contracts

Commission Filings; Financial Statements. (a) Xxxxxxxxx has filed all required forms, reports and documents during the past three years (collectively, the "SEC Reports") with the Securities and Exchange Commission (the "SEC"), all of which complied when filed in all material respects with all applicable 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).

Commission Filings; Financial Statements. (a) Xxxxxxxxx Shared Technologies has filed all required forms, reports and documents during the past three years (collectively, the "SEC Reports") with the Securities and Exchange Commission (the "SEC"), all of which complied when filed in all material respects with all applicable 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 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 neces- sary necessary to make the statements therein, in light of the circum- stances circumstances under which they were made, not misleadingmis- leading. The audited consolidated financial statements and unaudited consol- idated consolidated interim financial statements of Xxxxxxxxx Shared Technologies and its sub- sidiaries subsidiaries included or incorporated by reference in such SEC Reports were have been prepared in accordance with generally accepted accounting principles applied on a consistent con- sistent basis during the periods involved (except as may be indicated in the notes thereto), and fairly presented present the consolidated consol- idated financial posi- tion position of Xxxxxxxxx Shared Technologies and its subsidiaries (before giving effect to the Xxxxxxxxx Reorganization) sub- sidiaries 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 unaudited interim financial statements, to normal year-end adjust- ments adjustments and to the extent they may not include footnotes or may be condensed or summary statements).

Commission Filings; Financial Statements. Except as set forth in Section 6.6 of the Disclosure Schedule: (a) Xxxxxxxxx Acquiror has filed all required forms, reports reports, schedules, statements and other documents during required to be filed by it since December 31, 1994 to the past three years date hereof (as supplemented and amended since the time of filing, collectively, the "Acquiror SEC Reports") with the Securities and Exchange Commission (the "SEC"), all of which complied when filed in all material respects with all applicable 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 ; (b) 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 consolidated interim financial statements of Xxxxxxxxx Acquiror and its sub- sidiaries subsidiaries included or incorporated by reference in such Acquiror 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 present fairly, in all material respects, the financial position 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 of the Acquiror and its subsidiaries on a consolidated basis at the respective dates and for the respective periods then ended indicated (subject, and in the case of any unau- dited all such financial statements that are interim financial statements, contain all adjustments so to normal year-end adjust- ments present fairly); and (c) none of the Acquiror SEC Reports contained at the time filed any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the extent statements therein, in light of the circumstances under which they may were made, not include footnotes or may be condensed or summary statements)misleading.

Commission Filings; Financial Statements. (a) Xxxxxxxxx The Company has filed all required forms, reports reports, schedules, statements and other documents during required to be filed by it since January 1, 2000 (as supplemented and amended since the past three years (time of filing collectively, the "SEC ReportsREPORTS") with the Securities and Exchange Commission (the "SEC"), all each of which complied when filed in all material respects with all applicable 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 consolidated interim financial statements of Xxxxxxxxx the Company and its sub- sidiaries subsidiaries included or incorporated by reference in such SEC Reports were complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto), ) and present fairly presented the consolidated financial posi- tion of Xxxxxxxxx position 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 of the Company and its subsidiaries on a consolidated basis at the respective dates and for the respective periods then ended indicated (subject, in the case of any unau- dited all such financial statements that are interim financial statements, to normal year-end adjust- ments and audit adjustments, none of which are expected to result in a Material Adverse Effect). Except as set forth in Section 4.6 of the extent they may Disclosure Schedule, since December 31, 1999, there has not include footnotes been any change, or may any application or request for any change, by the Company or any of its subsidiaries in accounting principles, methods or policies for financial accounting or tax purposes (subject, in the case of the unaudited interim financial statements, to normal year-end adjustments). None of the SEC Reports, including, without limitation, any financial statements or schedules included or incorporated therein by reference, contained at the time filed any untrue statement of a material fact or omitted to state any material fact required to be condensed or summary statements).stated

Commission Filings; Financial Statements. (a) Xxxxxxxxx The Company has filed all required forms, reports reports, schedules, statements and other documents during required to be filed by it since December 31, 1994 (as supplemented and amended since the past three years (time of filing collectively, the "SEC Reports") with the Securities and Exchange Commission (the "SEC"), all each of which complied when filed in all material respects with all applicable 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 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 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 consolidated interim financial statements of Xxxxxxxxx the Company and its sub- sidiaries subsidiaries included or incorporated by reference in such SEC Reports were have been 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 present fairly, in all material respects, the financial position 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 of the Company and its subsidiaries on a consolidated basis at the respective dates and for the respective periods then ended indicated (subject, and in the case of any unau- dited all such financial statements that are interim financial statements, contain all adjustments so to normal year-end adjust- ments and present fairly). None of the SEC Reports contained at the time filed any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the extent statements therein, in light of the circumstances under which they may were made, not include footnotes or may be condensed or summary statements)misleading.

Commission Filings; Financial Statements. (a) Xxxxxxxxx Buyer has filed all required forms, reports reports, schedules, statements and other documents during required to be filed by it since January 1, 2005, to the past three years date of this Agreement with the SEC (all such filings collectively, as supplemented and amended since the time of the filing, the "Buyer SEC Reports") with the Securities and Exchange Commission (the "SEC"), all of which complied complied, when filed filed, in all material respects with all applicable requirements of the Securities Act of 1933, as amendedExchange Act, and the rules and regulations promulgated thereunder (the "Securities Act") and the Securities Exchange Act of 1934thereunder, as amended, the case may be. Buyer has made available to Seller a true and the rules and regulations promul- gated thereunder (the "Exchange Act"). As correct copy 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 each of the circum- stances under which they were made, not misleadingBuyer SEC Reports. The audited consolidated financial statements and unaudited consol- idated interim consolidated financial statements of Xxxxxxxxx and its sub- sidiaries Buyer included or incorporated by reference in such the Buyer SEC Reports were Reports, (i) comply as to form, in all material respects, with the published rules and regulations of the SEC, (ii) 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 indicated in the notes thereto)) and (iii) present fairly, in all material respects, the financial position 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 of the Buyer and its subsidiaries on a consolidated basis at the respective dates and for the respective periods then ended indicated (subjectexcept, in the case of any unau- dited interim financial statements, to for normal year-end adjust- ments adjustments and to which hereby represented based on Buyer's best knowledge, and the extent absence of notes). Without derogating from the generality of the aforesaid, the Buyer's report on Form 20-F for the period ended December 31, 2005, a copy of which was made available to Seller, (i) has been prepared in compliance in all material respects with all applicable requirements of the Exchange Act and (ii) does not contain any untrue statements of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstance under which they may were made, not include footnotes or may be condensed or summary statements)misleading.

Commission Filings; Financial Statements. (a) Xxxxxxxxx Acquirer has timely filed since June 30, 2002 all required forms, reports and documents during other materials required to be filed by it pursuant to the past three years (collectively, the "SEC Reports") with the Securities and Exchange Commission (the "SEC"), all of which complied when filed in all material respects with all applicable requirements provisions of the Securities Act and pursuant to Section 13, 14 or 15(d) of 1933, as amended, and the rules and regulations promulgated thereunder Exchange Act (the "Securities Act") and the Securities Exchange Act of 1934, as amended, and the rules and regulations promul- gated thereunder (the "Exchange ActPublic Filings"). As The Public Filings, as of their respective dates the SEC Reports (including all exhibits and schedules thereto and documents incorporated by reference therein) filing dates, did not contain any untrue statement of a material fact or and did not omit to state a any material fact required to be stated therein or neces- sary necessary in order to make the statements made therein, in the light of the circum- stances circumstances under which they were made, not misleading. The audited consolidated financial statements contained in the Public Filings: (i) complied in all material respects with the published rules and unaudited consol- idated interim financial statements regulations of Xxxxxxxxx and its sub- sidiaries included or incorporated by reference in such SEC Reports the Commission applicable thereto; (ii) were prepared in accordance with generally accepted accounting principles applied on a consistent basis during throughout the periods involved (covered, except as may be indicated in the notes thereto)to such financial statements and (in the case of unaudited statements) as permitted by Form 10-Q, and except that unaudited financial statements may not contain footnotes and are subject to year-end audit adjustments; and (iii) fairly presented present in all material respects the consolidated financial posi- tion position of Xxxxxxxxx Acquirer and its subsidiaries (before giving effect to the Xxxxxxxxx Reorganization) as of the respective dates thereof and the consolidated results of operations of Acquirer and consolidated cash flows its subsidiaries for the periods then ended (subjectcovered thereby. Since March 31, in the case of any unau- dited interim financial statements2003, there has been no Material Adverse Change as to normal year-end adjust- ments and to the extent they may not include footnotes or may be condensed or summary statements)Acquirer.

Commission Filings; Financial Statements. (a) Xxxxxxxxx Shared Technologies has filed all required forms, reports and documents during the past three years (collectively, the "SEC Reports") with the Securities and Exchange Commission (the "SEC"), all of which complied when filed in all material respects with all applicable 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 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 neces- sary necessary to make the statements therein, in light of the circum- stances circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited consol- idated consolidated interim financial statements of Xxxxxxxxx Shared Technologies and its sub- sidiaries subsidiaries included or incorporated by reference in such SEC Reports were have been 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 present the consolidated financial posi- tion position of Xxxxxxxxx Shared Technologies 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 unaudited interim financial statements, to normal year-end adjust- ments adjustments and to the extent they may not include footnotes or may be condensed or summary statements).

Commission Filings; Financial Statements. (a) Xxxxxxxxx Buyer has filed all required forms, reports reports, schedules, statements and other documents during required to be filed by it since January 1, 2005, to the past three years date of this Agreement with the SEC (all such filings collectively, as supplemented and amended since the "time of the filing, the “Buyer SEC Reports"”) with the Securities and Exchange Commission (the "SEC"), all of which complied complied, when filed filed, in all material respects with all applicable requirements of the Securities Act of 1933, as amendedExchange Act, and the rules and regulations promulgated thereunder (the "Securities Act") and the Securities Exchange Act of 1934thereunder, as amended, the case may be. Buyer has made available to Seller a true and the rules and regulations promul- gated thereunder (the "Exchange Act"). As correct copy 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 each of the circum- stances under which they were made, not misleadingBuyer SEC Reports. The audited consolidated financial statements and unaudited consol- idated interim consolidated financial statements of Xxxxxxxxx and its sub- sidiaries Buyer included or incorporated by reference in such the Buyer SEC Reports were Reports, (i) comply as to form, in all material respects, with the published rules and regulations of the SEC, (ii) 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 indicated in the notes thereto)) and (iii) present fairly, in all material respects, the financial position 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 of the Buyer and its subsidiaries on a consolidated basis at the respective dates and for the respective periods then ended indicated (subjectexcept, in the case of any unau- dited interim financial statements, to for normal year-end adjust- ments adjustments and to which hereby represented based on Buyer’s best knowledge, and the extent absence of notes). Without derogating from the generality of the aforesaid, the Buyer’s report on Form 20-F for the period ended December 31, 2005, a copy of which was made available to Seller, (i) has been prepared in compliance in all material respects with all applicable requirements of the Exchange Act and (ii) does not contain any untrue statements of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstance under which they may were made, not include footnotes or may be condensed or summary statements)misleading.

Commission Filings; Financial Statements. (a) Xxxxxxxxx Section 3.8 of the Tyler Disclosure Schedule lists all reports, registration statements and other filings, together with any amendments required to be made with respect thereto, that Tyler has filed all required forms, reports and documents during the past three years (collectively, the "SEC Reports") with the Securities and Exchange Commission (the "SECCommission"), all of which complied when filed in all material respects with all applicable requirements of ) under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder amended (the "Securities Act") ), and the Securities Exchange Act since October 1, 1995. All reports, registration statements and other filings filed by Tyler with the Commission since October 1, 1995 through the date of 1934this Agreement, together with any amendments thereto, are sometimes collectively referred to as amendedthe "Tyler Commission Filings." Tyler has heretofore provided the Company and the Shareholders true, correct and complete copies of the Tyler Commission Filings. As of the respective dates of their filing with the Commission, the Tyler Commission Filings complied in all material respects with the Securities Act, the Exchange Act and the rules and regulations promul- gated thereunder (of the "Exchange Act"). As of their respective dates the SEC Reports (including all exhibits Commission promulgated thereunder, 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 necessary to make the statements made therein, in light of the circum- stances circumstances under which they were made, not misleading. The audited Each of the consolidated financial statements and unaudited consol- idated interim financial statements of Xxxxxxxxx and its sub- sidiaries (including any related notes or schedules) included in or incorporated by reference into the Tyler Commission Filings ("Tyler Financial Statements") was, and each of the consolidated financial statements to be included in such SEC Reports were the Proxy Statement (as defined in Section 6.2) (except for those financial statements of the Company furnished by or on behalf of the Company or the Shareholder to Tyler specifically for use therein) will be, prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated noted therein or in the notes or schedules thereto), and fairly presented present or will fairly present, as the case may be, the consolidated financial posi- tion position of Xxxxxxxxx Tyler and its consolidated subsidiaries (before giving effect to the Xxxxxxxxx Reorganization) as of the dates thereof and the consolidated results of operations and consolidated operations, cash flows and changes in stockholders' equity for the periods then ended (subject, in the case of any unau- dited the unaudited interim financial statements, to normal year-end adjust- ments audit adjustments). Since December 31, 1996, there has been no change in accounting principles applicable to, or methods of accounting utilized by, Tyler and to the extent they may not include footnotes or may be condensed or summary statements).books and records of Tyler and the Tyler Subsidiaries have been and are being maintained in accordance with all applicable legal and accounting requirements and good business practice, reflect only valid transactions, are complete and correct in all material respects, and accurately reflect in all material respects the basis for the consolidated financial position and consolidated results of operations and cash flows of Tyler and its consolidated subsidiaries set forth in the Tyler Financial Statements. 3.9

Commission Filings; Financial Statements. (a) Xxxxxxxxx Fairchild has filed all required forms, reports and documents during the duxxxx xxx past three years (collectively, the "SEC Reports") with the Securities and Exchange Commission (the "SEC"), all of which complied when filed in all material respects with all applicable 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 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 neces- sary necessary to make the statements therein, in light of the circum- stances circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited consol- idated consolidated interim financial statements of Xxxxxxxxx Fairchild and its sub- sidiaries subsidiaries included or incorporated by reference in such referexxx xx xuch 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 position of Xxxxxxxxx Fairchild and its subsidiaries (before giving effect to the Xxxxxxxxx ReorganizationFairchild Xxxxxxxization) as of the dates thereof and the consolidated results consolidatex xxxxxxx of operations and consolidated cash flows for the periods then ended (subject, in the case of any unau- dited unaudited interim financial statements, to normal year-end adjust- ments adjustments and to the extent they may not include footnotes or may be condensed or summary statements).

Commission Filings; Financial Statements. The Seller has heretofore delivered to the Buyer its (ai) Xxxxxxxxx has Annual Report on Form 10-K for the fiscal years ended December 31, 1996, 1997 and 1998, as filed all required forms, reports and documents during the past three years (collectively, the "SEC Reports") with the Securities and Exchange Commission Commission, (ii) Quarterly Report on Form 10-Q for the quarter ended March 31, 1999 (the "SECFORM 10-Q"), and (iii) proxy statements relating to all of which complied when filed in all material respects with all applicable requirements meetings of the Securities Act of 1933Seller's shareholders (whether annual or special) since January 1, as amended1996, (iv) all other reports (including any Form 8-Ks) or registration statements filed by the Seller with the Commission since January 1, 1996, and (v) the rules unaudited consolidated balance sheet and regulations promulgated thereunder 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 "Securities Act") and the Securities Exchange Act of 1934, as amended, and the rules and regulations promul- gated thereunder (the "Exchange ActUNAUDITED 1999 FINANCIAL STATEMENTS"). As of their respective dates the SEC Reports dates, such reports and registration statements (including all exhibits and schedules thereto and documents incorporated by reference therein) complied in all material respects with all applicable requirements of 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 neces- sary necessary to make the statements therein, in light of the circum- stances circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited consol- idated consolidated interim financial statements of Xxxxxxxxx the Seller and its sub- sidiaries Subsidiaries included or incorporated by reference in the Form 10-Q, such SEC Reports were other reports and the Unaudited 1999 Financial Statements (collectively, the "SELLER FINANCIAL STATEMENTS") have been prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto); and except that the Unaudited 1999 Financial Statements do not include footnote disclosures otherwise required by GAAP, and fairly presented present the consolidated financial posi- tion position of Xxxxxxxxx the Seller and its subsidiaries (before giving effect to the Xxxxxxxxx Reorganization) Subsidiaries as of the dates thereof and the consolidated results of their operations and consolidated cash flows changes in their financial position for the periods then ended (ended, except as otherwise noted therein and subject, in the case of any unau- dited the unaudited interim financial statements, to normal year-end adjust- ments adjustments and any other adjustments described therein. The consolidated balance sheet of the Seller and its Subsidiaries as at June 30, 1999 is referred to as the extent they may not include footnotes or may be condensed or summary statements)"BALANCE SHEET," and June 30, 1999, is referred to as the "BALANCE SHEET DATE."

Commission Filings; Financial Statements. (a) Xxxxxxxxx Section 3.8 of the Tyler Disclosure Schedule lists all reports, registration statements and other filings, together with any amendments required to be made with respect thereto, that Tyler has filed all required forms, reports and documents during the past three years (collectively, the "SEC Reports") with the Securities and Exchange Commission (the "SEC"), all of which complied when filed in all material respects with all applicable requirements of Commission")under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder amended (the "Securities Act") ), and the Securities Exchange Act since October 1, 1995. All reports, registration statements and other filings filed by Tyler with the Commission since October 1, 1995 through the date of 1934this Agreement, together with any amendments thereto, are sometimes collectively referred to as amendedthe "Tyler Commission Filings." Tyler has heretofore provided the Company and the Shareholder true, correct and complete copies of the Tyler Commission Filings. As of the respective dates of their filing with the Commission, the Tyler Commission Filings complied in all material respects with the Securities Act, the Exchange Act and the rules and regulations promul- gated thereunder (of the "Exchange Act"). As of their respective dates the SEC Reports (including all exhibits Commission promulgated thereunder, 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 necessary to make the statements made therein, in light of the circum- stances circumstances under which they were made, not misleading. The audited Each of the consolidated financial statements and unaudited consol- idated interim financial statements of Xxxxxxxxx and its sub- sidiaries (including any related notes or schedules) included in or incorporated by reference into the Tyler Commission Filings ("Tyler Financial Statements") was, and each of the consolidated financial statements to be included in such SEC Reports were the Proxy Statement (as defined in Section 6.2) (except for those financial statements of the Company and the Company Subsidiaries furnished by or on behalf of the Company or the Shareholder to Tyler specifically for use therein) will be, prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated noted therein or in the notes or schedules thereto), and fairly presented present or will fairly present, as the case may be, the consolidated financial posi- tion position of Xxxxxxxxx Tyler and its consolidated subsidiaries (before giving effect to the Xxxxxxxxx Reorganization) as of the dates thereof and the consolidated results of operations and consolidated operations, cash flows and changes in stockholders' equity for the periods then ended (subject, in the case of any unau- dited the unaudited interim financial statements, to normal year-end adjust- ments and to the extent they may not include footnotes audit adjustments). Since December 31, 1996, there has been no change in accounting principles applicable to, or may be condensed or summary statements).methods

Commission Filings; Financial Statements. (a) Xxxxxxxxx The Company has filed all required forms, reports reports, schedules, statements and other documents during required to be filed by it since December 31, 1994 (as supplemented and amended since the past three years (time of filing, collectively, the "SEC Reports") with the Securities and Exchange Commission (the "SEC"), all each of which complied when filed in all material respects with all applicable 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 All of their respective dates the historical financial statements contained in the SEC Reports (including all exhibits were prepared from the books 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 records of the circum- stances under which they were made, not misleadingCompany and its subsidiaries. The audited consolidated financial statements and unaudited consol- idated consolidated interim financial statements of Xxxxxxxxx the Company and its sub- sidiaries subsidiaries included or incorporated by reference in such SEC Reports were have been 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 present fairly presented the consolidated financial posi- tion of Xxxxxxxxx position 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 of the Company and its subsidiaries on a consolidated basis at the respective dates and for the respective periods then ended indicated (subject, in the case of any unau- dited all such financial statements that are interim financial statements, to normal year-end adjust- ments and audit adjustments, none of which will be material). None of the SEC Reports contained at the time filed any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the extent statements therein, in light of the circumstances under which they may were made, not include footnotes or may be condensed or summary statements)misleading.

Commission Filings; Financial Statements. (a) Xxxxxxxxx has filed all required forms, reports and documents during the past three years (collectively, the "SEC Reports") with the Securities and Exchange Commission (the "SEC"), all of which complied when filed in all material respects with all applicable 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 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 neces- sary necessary to make the statements therein, in light of the circum- stances circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited consol- idated consolidated interim financial statements of Xxxxxxxxx (the "Xxxxxxxxx Financial Statements") and its sub- sidiaries subsidiaries included or incorporated by reference in such SEC Reports were prepared in accordance with generally accepted accounting principles applied on a consistent basis GAAP during the periods involved (except as may be indicated in the notes thereto), and fairly presented the consolidated financial posi- tion position 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 unaudited interim financial statements, to normal year-end adjust- ments adjustments and to the extent they may not include footnotes or may be condensed or summary statements).