Common use of Commission Filings; Financial Statements Clause in Contracts

Commission Filings; Financial Statements. (a) ECSI 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 by ECSI with the Commission since January 1, 2004 (collectively, with all information incorporated by reference therein or deemed to be incorporated by reference therein, "ECSI Commission Documents"). All statements, reports, schedules, forms and other documents required to have been filed by ECSI with the Commission have been so filed on a timely basis. As of the time it was filed with the Commission (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each ECSI Commission Document complied in all material respects with the applicable requirements of the Securities Act or the Securities Exchange Act of 0000 (xxx "Xxxxxxxx Xxx"); and (ii) no ECSI Commission Document contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (b) The financial statements contained in the ECSI Commission Documents: (i) complied as to form in all material respects with the published rules and regulations of the 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, in all material respects, the consolidated financial position of ECSI and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of operations of ECSI and its consolidated subsidiaries for the periods covered thereby. All adjustments considered necessary for a fair presentation of the financial statements have been included.

Commission Filings; Financial Statements. Except as set forth in Section 6.6 of the Disclosure Schedule: (a) ECSI Acquiror 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 by ECSI with the Commission since January 1, 2004 (collectively, with all information incorporated by reference therein or deemed to be incorporated by reference therein, "ECSI Commission Documents"). All statementsrequired forms, reports, schedules, forms statements and other documents required to have been be filed by ECSI with the Commission have been so filed on a timely basis. As of the time it was filed with the Commission (orsince December 31, if amended or superseded by a filing prior 1994 to the date hereof (as supplemented and amended since the time of this Agreementfiling, then on collectively, the date "Acquiror SEC Reports") with the SEC, all of such filing): (i) each ECSI Commission Document which complied when filed in all material respects with the all applicable requirements of the Securities Act and the Exchange Act; (b) the audited consolidated financial statements and unaudited consolidated interim financial statements of Acquiror and its 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 Securities Exchange Act periods involved (except as may be indicated in the notes thereto) and present fairly, in all material respects, the financial position and results of 0000 operations and cash flows of the Acquiror and its subsidiaries on a consolidated basis at the respective dates and for the respective periods indicated (xxx "Xxxxxxxx Xxx"and in the case of all such financial statements that are interim financial statements, contain all adjustments so to present fairly); and (iic) no ECSI Commission Document none of the Acquiror SEC Reports contained at the time filed any untrue statement of a material fact or omitted to state a any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (b) The financial statements contained in the ECSI Commission Documents: (i) complied as to form in all material respects with the published rules and regulations of the 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, in all material respects, the consolidated financial position of ECSI and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of operations of ECSI and its consolidated subsidiaries for the periods covered thereby. All adjustments considered necessary for a fair presentation of the financial statements have been included.

Commission Filings; Financial Statements. (a) ECSI Company 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 by ECSI with the Commission since January 1, 2004 (collectively, with all information incorporated by reference therein or deemed to be incorporated by reference therein, "ECSI Commission Documents"). All statements---------------------------------------- forms, reports, schedules, forms statements and other documents required to have been be filed by ECSI it since December 31, 1994 (as supplemented and amended since the time of filing collectively, the "SEC Reports") with the Commission have been so SEC, each of which complied ----------- when filed on a timely basis. As of the time it was filed with the Commission (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each ECSI Commission Document complied in all material respects with the all applicable requirements of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "Securities Act") and the Exchange Act. The audited -------------- consolidated financial statements and unaudited consolidated interim financial statements of Company and its subsidiaries included or incorporated by reference in such SEC Reports have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the Securities Exchange Act periods involved (except as may be indicated in the notes thereto) and present fairly, in all material respects, the financial position and results of 0000 operations and cash flows of Company and its subsidiaries on a consolidated basis at the respective dates and for the respective periods indicated (xxx "Xxxxxxxx Xxx"and in the case of all such financial statements that are interim financial statements, contain all adjustments so to present fairly); and (ii) no ECSI Commission Document . None of the SEC Reports contained at the time filed any untrue statement of a material fact or omitted to state a any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (b) The financial statements contained in the ECSI Commission Documents: (i) complied as to form in all material respects with the published rules and regulations of the 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, in all material respects, the consolidated financial position of ECSI and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of operations of ECSI and its consolidated subsidiaries for the periods covered thereby. All adjustments considered necessary for a fair presentation of the financial statements have been included.

Commission Filings; Financial Statements. (a) ECSI Buyer 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 by ECSI with the Commission since January 1, 2004 (collectively, with all information incorporated by reference therein or deemed to be incorporated by reference therein, "ECSI Commission Documents"). All statementsforms, reports, schedules, forms statements and other documents required to have been be filed by ECSI with the Commission have been so filed on a timely basis. As of the time it was filed with the Commission (orsince January 1, if amended or superseded by a filing prior 2005, to the date of this AgreementAgreement with the SEC (all such filings collectively, then on as supplemented and amended since the date time of such the filing): (i, the "Buyer SEC Reports") each ECSI Commission Document complied all of which complied, when filed, in all material respects with the all applicable requirements of the Securities Act Exchange Act, and the rules and regulations promulgated thereunder, as the case may be. Buyer has made available to Seller a true and correct copy of each of the Buyer SEC Reports. The audited consolidated financial statements and unaudited consolidated financial statements of Buyer included or incorporated by reference in the Securities Buyer SEC 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 results of operations and cash flows of the Buyer and its subsidiaries on a consolidated basis at the respective dates and for the respective periods indicated (except, in the case of interim financial statements, for normal year-end adjustments and to which hereby represented based on Buyer's best knowledge, and the 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 of 0000 (xxx "Xxxxxxxx Xxx"); and (ii) no ECSI Commission Document contained does not contain any untrue statement statements of a material fact or omitted omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances circumstance under which they were made, not misleading. (b) The financial statements contained Since December 31, 2005, except as disclosed in the ECSI Commission Documents: (i) complied as to form in all Buyer SEC Reports, there has been no material respects with the published rules and regulations of the Commission applicable thereto; (ii) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered (except as may be indicated Adverse change in the notes business, operations, properties, prospects, assets or condition of Buyer, and to such financial statements andBuyer's knowledge, no event has occurred or circumstances exist that shall result in the case of unaudited statements, as permitted by Form 10-QSB of the Commission); and (iii) fairly present, in all a material respects, the consolidated financial position of ECSI and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of operations of ECSI and its consolidated subsidiaries for the periods covered thereby. All adjustments considered necessary for a fair presentation of the financial statements have been includedAdverse Effect.

Commission Filings; Financial Statements. (a) ECSI The Company 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 by ECSI with the Commission since January 1, 2004 (collectively, with all information incorporated by reference therein or deemed to be incorporated by reference therein, "ECSI Commission Documents"). All statementsforms, reports, schedules, forms statements and other documents required to have been be filed by ECSI it since December 31, 1994 (as supplemented and amended since the time of filing, collectively, the "SEC Reports") with the Commission have been so filed on a timely basis. As of the time it was filed with the Securities and Exchange Commission (orthe "SEC"), if amended or superseded by a filing prior to the date each of this Agreement, then on the date of such filing): (i) each ECSI Commission Document which complied when filed in all material respects with the all applicable requirements of the Securities Act and the Exchange Act. All of the historical financial statements contained in the SEC Reports were prepared from the books and records of the Company and its subsidiaries. The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and its subsidiaries included or incorporated by reference in such SEC Reports have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the Securities Exchange Act periods involved (except as may be indicated in the notes thereto) and present fairly the financial position and results of 0000 operations and cash flows of the Company and its subsidiaries on a consolidated basis at the respective dates and for the respective periods indicated (xxx "Xxxxxxxx Xxx"subject, in the case of all such financial statements that are interim financial statements, to normal year-end audit adjustments, none of which will be material); and (ii) no ECSI Commission Document . None of the SEC Reports contained at the time filed any untrue statement of a material fact or omitted to state a any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (b) The financial statements contained in the ECSI Commission Documents: (i) complied as to form in all material respects with the published rules and regulations of the 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, in all material respects, the consolidated financial position of ECSI and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of operations of ECSI and its consolidated subsidiaries for the periods covered thereby. All adjustments considered necessary for a fair presentation of the financial statements have been included.

Commission Filings; Financial Statements. (a) ECSI Buyer 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 by ECSI with the Commission since January 1, 2004 (collectively, with all information incorporated by reference therein or deemed to be incorporated by reference therein, "ECSI Commission Documents"). All statementsforms, reports, schedules, forms statements and other documents required to have been be filed by ECSI with the Commission have been so filed on a timely basis. As of the time it was filed with the Commission (orsince January 1, if amended or superseded by a filing prior 2005, to the date of this AgreementAgreement with the SEC (all such filings collectively, then on as supplemented and amended since the date time of such the filing): (i, the “Buyer SEC Reports”) each ECSI Commission Document complied all of which complied, when filed, in all material respects with the all applicable requirements of the Securities Act Exchange Act, and the rules and regulations promulgated thereunder, as the case may be. Buyer has made available to Seller a true and correct copy of each of the Buyer SEC Reports. The audited consolidated financial statements and unaudited consolidated financial statements of Buyer included or incorporated by reference in the Securities Buyer SEC 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 results of operations and cash flows of the Buyer and its subsidiaries on a consolidated basis at the respective dates and for the respective periods indicated (except, in the case of interim financial statements, for normal year-end adjustments and to which hereby represented based on Buyer’s best knowledge, and the 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 of 0000 (xxx "Xxxxxxxx Xxx"); and (ii) no ECSI Commission Document contained does not contain any untrue statement statements of a material fact or omitted omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances circumstance under which they were made, not misleading. (b) The financial statements contained Since December 31, 2005, except as disclosed in the ECSI Commission Documents: (i) complied as to form in all Buyer SEC Reports, there has been no material respects with the published rules and regulations of the Commission applicable thereto; (ii) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered (except as may be indicated Adverse change in the notes business, operations, properties, prospects, assets or condition of Buyer, and to such financial statements andBuyer’s knowledge, no event has occurred or circumstances exist that shall result in the case of unaudited statements, as permitted by Form 10-QSB of the Commission); and (iii) fairly present, in all a material respects, the consolidated financial position of ECSI and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of operations of ECSI and its consolidated subsidiaries for the periods covered thereby. All adjustments considered necessary for a fair presentation of the financial statements have been includedAdverse Effect.