Common use of Commission Filings Clause in Contracts

Commission Filings. (a) The Parent has filed with the Commission all required reports, schedules, forms, statements and other documents from January 1, 1994 through the date hereof. All documents filed by the Parent with the Commission pursuant to the Securities Act or the Exchange Act since January 1, 1994 are referred to herein as the "Parent Commission Filings." The Parent Commission Filings (i) were prepared, in all material respects, in accordance with the applicable requirements of the Securities Act and the Exchange Act and the rules and regulations thereunder, (ii) did not at the time they were filed (or, if filed and amended prior to the date of this Agreement, at the time they were amended prior to the date hereof, or, if first filed after the date of this Agreement and amended, at the time they were amended) contain any untrue statement of material fact, and (iii) did not at the time they were filed (or, if filed and amended prior to the date of this Agreement, at the time they were amended prior to the date hereof, or, if first filed after the date of this Agreement and amended, at the time they were amended) omit to state a material fact necessary to make the statements therein, in light of the circumstances in which they were made, not misleading. Each of the audited consolidated financial statements and unaudited interim consolidated financial statements (including any related notes or schedules) included in the Parent Commission Filings was prepared in accordance with generally accepted accounting principles applied on a consistent basis, except as may be indicated therein or in the notes or schedules thereto, and fairly presented in all material respects the consolidated financial position of the Parent and the Parent Subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended, subject, in the case of the unaudited interim financial statements, to normal year-end audit adjustments and the absence of complete notes. (b) None of the information supplied or to be supplied by the Parent, New Parent or the Merger Subsidiaries for inclusion or incorporation by reference in (i) the Registration Statement (as defined herein) will, at the time the Registration Statement is filed with the Commission and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) the Joint Proxy Statement/Information Statement (as defined herein) will, at the date mailed to stockholders of the Company and Parent and at the time of the meeting of stockholders of the Company to be held in connection with the Company Merger, contain any untrue statement 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 circumstances under which they are made, not misleading. If at any time prior to the Effective Time, any event with respect to the Parent, New Parent, the Merger Subsidiaries, their respective officers and directors or any of their subsidiaries should occur which is required to be described in an amendment of, or a supplement to, the Registration Statement or the Joint Proxy Statement/Information Statement, Parent shall promptly so advise the Company and such event shall be so described, and such amendment or supplement (which the Company shall have a reasonable opportunity to review) shall be promptly filed with the Commission and, as and to the extent required by law, disseminated to the stockholders of Parent. The Registration Statement will comply as to form in all material respects with the provisions of the Securities Act and the rules and regulations thereunder and the Joint Proxy Statement/Information Statement will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder, except that no representation or warranty is made with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents.

Commission Filings. The Company has heretofore delivered to the Parent (ai) The Parent has its Annual Report on Form 10-K for the year ended December 31, 2007, as filed with the Commission SEC (the “10-K”) and (ii) all required reports, schedules, forms, statements and other documents from January 1, 1994 through the date hereof. All documents reports filed by the Parent Company with the Commission pursuant to the Securities Act or SEC under the Exchange Act since January 1the initial filing of the 10-K (collectively, 1994 are referred to herein as the "Parent Commission Filings." The Parent Commission Filings (i) were prepared“SEC Reports”). As of their respective dates, the SEC Reports complied in all material respects, in accordance respects with the applicable requirements of the Securities Act and the Exchange Act and the rules and regulations thereunderof the SEC promulgated thereunder and applicable to such SEC Reports, (ii) did not at and none of the time they were filed (or, if filed and amended prior to the date of this Agreement, at the time they were amended prior to the date hereof, or, if first filed after the date of this Agreement and amended, at the time they were amended) contain SEC Reports contained any untrue statement of a material fact, and (iii) did not at the time they were filed (or, if filed and amended prior to the date of this Agreement, at the time they were amended prior to the date hereof, or, if first filed after the date of this Agreement and amended, at the time they were amended) omit fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in under which they were made, not misleading. Each of the audited The consolidated financial statements of the Company and unaudited interim consolidated financial statements (including any related notes or schedules) its subsidiaries included in the SEC Reports previously provided to the Parent Commission Filings was comply as to form in all material respects with applicable accounting requirements and published rules of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles applied on a consistent basis, basis during the periods involved (except as may be indicated therein or in the notes or schedules theretothereto and except, in the case of unaudited statements, as permitted by Form 10-Q and Regulation S-X of the SEC) and fairly presented in all material respects present the consolidated financial position of the Parent Company and the Parent Subsidiaries its subsidiaries as at of the dates thereof and the consolidated results of their operations operations, changes in stockholders’ equity (to the extent applicable) and statements of cash flows for the periods then ended, subject, in the case of the unaudited consolidated interim financial statements, to normal year-end audit adjustments and the absence of complete notes. (b) None any other adjustments described therein. Except as set forth in Section 3.7 of the information supplied or Company Disclosure Schedule, the Company has timely filed all forms, statements and documents required to be supplied filed by it with the ParentSEC during the past three years. No subsidiary of the Company is required to make any filing with the SEC. Each of the Company’s Chief Executive Officer and Chief Financial Officer has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of the Sxxxxxxx-Xxxxx Act of 2002 with respect to the Company SEC Reports and the statements contained in such certifications are true and accurate. The Company has established and maintains disclosure controls and procedures for the purposes of Rules 13a-15 and 15d-15 of the Exchange Act in all material respects. Those disclosure controls and procedures are designed to ensure that material information relating to the Company, New Parent or including its consolidated subsidiaries, is made known to the Merger Subsidiaries Company’s Chief Executive Officer and its Chief Financial Officer by others within those entities and such disclosure controls and procedures are effective to perform the functions for inclusion or incorporation by reference in which they were established. The Company’s auditors and the Audit Committee of the Board of Directors have been advised of: (i) any significant deficiencies in the Registration Statement (as defined herein) willdesign or operation of internal controls which could adversely affect the Company’s ability to record, at the time the Registration Statement is filed with the Commission process, summarize and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading report financial data and (ii) any fraud, whether or not material, that involves management or other employees who have a role in the Joint Proxy Statement/Information Statement (as defined herein) will, at Company’s internal controls. Since the date mailed to stockholders of the Company most recent evaluation of such disclosure controls and Parent procedures, there have been no significant changes in internal controls or in other factors that could significantly affect internal controls, including any corrective actions with regard to sufficient deficiencies and material weaknesses. The above disclosure controls and procedures were evaluated at the time of the meeting of stockholders of the Company to be held in connection with the Company Merger, contain any untrue statement 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 circumstances under which they are made, not misleading. If at any least one time prior to the Effective TimeDecember 31, any event with respect to the Parent, New Parent, the Merger Subsidiaries, their respective officers and directors or any of their subsidiaries should occur which is required to be described in an amendment of, or a supplement to, the Registration Statement or the Joint Proxy Statement/Information Statement, Parent shall promptly so advise the Company and such event shall be so described, and such amendment or supplement (which the Company shall have a reasonable opportunity to review) shall be promptly filed with the Commission and, as and to the extent required by law, disseminated to the stockholders of Parent. The Registration Statement will comply as to form in all material respects with the provisions of the Securities Act and the rules and regulations thereunder and the Joint Proxy Statement/Information Statement will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder, except that no representation or warranty is made with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents2007.

Commission Filings. (a) The Parent Company has filed with the Commission all required reports, schedules, forms, statements and other documents from January 1, 1994 through the date hereof. All documents filed by the Parent Company with the Commission pursuant to the Securities Act or the Exchange Act since January 1, 1994 are referred to herein as the "Parent Company Commission Filings;" the Company 1997 10-K, the Company's Quarterly Reports on Form 10-Q for the periods ended March 31, 1998 and June 30, 1998 and any Report on Form 8-K filed by the Company since January 1, 1998 and prior to the date hereof are collectively referred to as the "Company 1998 Commission Filings." The Parent Company Commission Filings (i) were prepared, in all material respects, in accordance with the applicable requirements of the Securities Act and the Exchange Act and the rules and regulations thereunder, (ii) did not at the time they were filed (or, if filed and amended prior to the date of this Agreement, at the time they were amended prior to the date hereof, or, if first filed after the date of this Agreement and amended, at the time they were amended) contain any untrue statement of material fact, and (iii) did not at the time they were filed (or, if filed and amended prior to the date of this Agreement, at the time they were amended prior to the date hereof, or, if first filed after the date of this Agreement and amended, at the time they were amended) omit to state a material fact necessary to make the statements therein, in light of the circumstances in which they were made, not misleading. Each of the audited consolidated financial statements and unaudited interim consolidated financial statements (including any related notes or schedules) included in the Parent Company Commission Filings was prepared in accordance with generally accepted accounting principles applied on a consistent basis, except as may be indicated therein or in the notes or schedules thereto, and fairly presented in all material respects the consolidated financial position of the Parent Company and the Parent Company Subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended, subject, in the case of the unaudited interim financial statements, to normal year-end audit adjustments and the absence of complete notes. (b) None of the information supplied or to be supplied by the Parent, New Parent or the Merger Subsidiaries Company for inclusion or incorporation by reference in (i) the Registration Statement (as defined herein) will, at the time the Registration Statement is filed with the Commission and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) the Joint Proxy Statement/Information Statement (as defined herein) will, at the date mailed to stockholders of the Company and Parent and at the time of the meeting of stockholders of the Company to be held in connection with the Company Merger, contain any untrue statement 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 circumstances under which they are made, not misleading. If at any time prior to the Effective Time, any event with respect to the ParentCompany, New Parent, the Merger Subsidiaries, their respective its officers and directors or any of their its subsidiaries should occur which is required to be described in an amendment of, or a supplement to, the Registration Statement or the Joint Proxy Statement/Information Statement, Parent the Company shall promptly so advise the Company Parent and such event shall be so described, and such amendment or supplement (which the Company Parent shall have a reasonable opportunity to review) shall be promptly filed with the Commission and, as and to the extent required by law, disseminated to the stockholders of Parentthe Company. The Registration Statement will comply as to form in all material respects with the provisions of the Securities Act and the rules and regulations thereunder and the Joint Proxy Statement/Information Statement Statement, insofar as it relates to the meeting of the Company's stockholders to vote on the Company Merger, will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder, except that no representation or warranty is made with respect to statements made or incorporated by reference therein based on information supplied by the Company Parent specifically for inclusion or incorporation by reference in such documentstherein.

Commission Filings. The Company has made available to Purchaser copies of the Company's (ai) The Parent has Annual Reports on Form 10-K for the fiscal years ended December 27, 1997 and 1998, (ii) Quarterly Reports on Form 10-Q for the quarter ended Xxxxx 00, 0000, (xxx) proxy statements relating to the Company's meetings of stockholders (whether annual or special) during the years 1997 through 1999, inclusive, and (iv) filings under the Securities Act, since January 1, 1997, in each case as filed with the Commission Commission. Except as set forth in SECTION 4.5 of the Company Disclosure Schedule, since January 1, 1997, the Company has filed all required reports, schedules, forms, registration statements and other documents from January 1, 1994 through the date hereof. All documents required to be filed by the Parent with the Commission pursuant to the Securities Act or the Exchange Act since January 1, 1994 are referred to herein as the "Parent Commission Filings." The Parent Commission Filings (i) were prepared, in all material respects, in accordance with the applicable requirements of the Securities Act and under the Exchange Act and the rules and regulations thereunder, and all such reports, registration statements and other documents complied (ii) did not at the time they were filed (or, if filed and amended prior except to the date of this Agreement, at extent revised or superseded by a subsequent filing with the time they were amended Commission prior to the date hereof), orin all material respects, if first filed after with the requirements of the Exchange Act, such compliance to be determined, to the extent applicable, in accordance with the standards applied to the Company Reports in the following two sentences. As of their respective dates, the Company's Annual Report on Form 10-K for 1998, the Company's Quarterly Reports on Form 10-Q in 1999, the Company's Current Reports on Form 8-K with respect to events which occurred in 1999 and the Company's 1999 Proxy Statement (together, the "COMPANY REPORTS") (except to the extent revised or superseded by a subsequent filing with the Commission prior to the date of this Agreement and amended, at the time they were amendedhereof) did not contain any untrue statement of a material fact, and (iii) did not at the time they were filed (or, if filed and amended prior to the date of this Agreement, at the time they were amended prior to the date hereof, or, if first filed after the date of this Agreement and amended, at the time they were amended) 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 in under which they were made, not misleading. Each of the The audited consolidated financial statements and unaudited consolidated interim consolidated financial statements of the Company (including any related notes or and schedules) included in the Parent Commission Filings was reports referred to in clauses (i) and (ii) of the first sentence of this paragraph have been prepared in accordance with United States generally accepted accounting principles ("U.S. GAAP") applied on a consistent basis, basis during the periods involved (except as may be indicated therein or in the notes thereto) and (except to the extent revised or schedules thereto, and superseded by financial statements included in a subsequent filing with the Commission prior to the date hereof) fairly presented in all material respects present the consolidated financial position of the Parent Company and the Parent Subsidiaries its consolidated subsidiaries as at of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended, subject, in the case of the unaudited consolidated interim financial statements, to normal year-end audit adjustments and any other adjustments described therein, and the absence of complete notes. (b) None fact that the interim financial statements were prepared in accordance with the rules and regulations of the Commission and, therefore, certain information supplied required by U.S. GAAP may have been omitted. Except as set forth in SECTION 4.5 of the Company Disclosure Schedule, or to be supplied by in the ParentCompany Reports, New Parent or the Merger Subsidiaries for inclusion or incorporation by reference in since March 31, 1999, (i) the Registration Statement (as defined herein) willthere has not been a Material Adverse Effect, at the time the Registration Statement is filed with the Commission and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) except as permitted by this Agreement, there has been (1) no declaration, setting aside or payment of any dividend or other distribution by the Joint Proxy Statement/Information Statement Company in respect of the Company's Common Stock, and (2) no material change in the accounting principles as defined herein) will, at reflected in the date mailed to stockholders first footnote of the audited financial statements of the Company and Parent and at for the time of the meeting of stockholders of the Company to be held in connection with the Company Mergerfiscal year ending December 27, contain any untrue statement 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 circumstances under which they are made, not misleading. If at any time prior to the Effective Time, any event with respect to the Parent, New Parent, the Merger Subsidiaries, their respective officers and directors or any of their subsidiaries should occur which is required to be described in an amendment of, or a supplement to, the Registration Statement or the Joint Proxy Statement/Information Statement, Parent shall promptly so advise the Company and such event shall be so described, and such amendment or supplement (which the Company shall have a reasonable opportunity to review) shall be promptly filed with the Commission and, as and to the extent required by law, disseminated to the stockholders of Parent. The Registration Statement will comply as to form in all material respects with the provisions of the Securities Act and the rules and regulations thereunder and the Joint Proxy Statement/Information Statement will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder, except that no representation or warranty is made with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents1998.

Commission Filings. (a) The Parent Company has timely filed with the Commission all required registration statements, prospectuses, reports, schedules, forms, statements statements, certifications and other documents from January (including exhibits and all other information incorporated by reference therein) (the “Commission Documents”) required to be filed by it with the Commission since July 1, 1994 through 1998. The Company has made available to Parent (i) its annual reports on Form 10-K for its fiscal years ended December 31, 1998, 1999, 2000, 2001 and 2002, (ii) its quarterly reports on Form 10-Q for its fiscal quarters ended after December 31, 1998, (iii) its proxy or information statements relating to meetings of, or actions taken without a meeting by, the stockholders of the Company held since December 31, 1998, and (iv) all of its other reports, statements and schedules filed with the Commission since July 1, 1998. The Company’s annual report on Form 10-K for its fiscal year ended December 31, 2002 is hereinafter referred to as the “Company 10-K”. (b) As of its filing date, or, if amended, as of the date of the last such amendment filed prior to the date hereof. All documents filed by the Parent with the , each Commission pursuant to the Securities Act or the Exchange Act since January 1, 1994 are referred to herein as the "Parent Commission Filings." The Parent Commission Filings (i) were prepared, Document complied in all material respects, in accordance respects with the applicable requirements of the Securities Act and the Exchange Act and the Securities Act of 1933, as amended, (the “Securities Act”) as the case may be, and the applicable rules and regulations thereunderpromulgated, and requirements of, the Commission thereunder and with the requirement of any stock exchange or Nasdaq Stock Market, Inc. (iic) did not at the time they were filed (As of its filing date, or, if filed and amended prior to amended, as of the date of this Agreement, at the time they were amended last such amendment filed prior to the date hereof, or, if first filed after the date of this Agreement and amended, at the time they were amended) contain any untrue statement of material fact, and (iii) each Commission Document did not at the time they were filed (or, if filed and amended prior to the date of this Agreement, at the time they were amended prior to the date hereof, or, if first filed after the date of this Agreement and amended, at the time they were amended) omit to state a material fact necessary to make the statements therein, in light of the circumstances in which they were made, not misleading. Each of the audited consolidated financial statements and unaudited interim consolidated financial statements (including any related notes or schedules) included in the Parent Commission Filings was prepared in accordance with generally accepted accounting principles applied on a consistent basis, except as may be indicated therein or in the notes or schedules thereto, and fairly presented in all material respects the consolidated financial position of the Parent and the Parent Subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended, subject, in the case of the unaudited interim financial statements, to normal year-end audit adjustments and the absence of complete notes. (b) None of the information supplied or to be supplied by the Parent, New Parent or the Merger Subsidiaries for inclusion or incorporation by reference in (i) the Registration Statement (as defined herein) will, at the time the Registration Statement is filed with the Commission and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) the Joint Proxy Statement/Information Statement (as defined herein) will, at the date mailed to stockholders of the Company and Parent and at the time of the meeting of stockholders of the Company to be held in connection with the Company Merger, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein thereon or necessary in order to make the statements made therein, in the light of the circumstances under which they are were made, not misleading. (d) Since the date of the Company Balance Sheet, no event has occurred that would be required to be reported as a Certain Relationship or Related Transaction pursuant to Statement of Financial Accounting Standards No. If at any time prior 57 or Item 404 of Regulation S-K of the SEC, except to the Effective Time, any event with respect to extent set forth in the Parent, New Parent, Company 10-K. (e) No Subsidiary of the Merger Subsidiaries, their respective officers and directors or any of their subsidiaries should occur which Company is required to be described in an amendment offile any forms, reports, schedules, statements or a supplement to, the Registration Statement or the Joint Proxy Statement/Information Statement, Parent shall promptly so advise the Company and such event shall be so described, and such amendment or supplement (which the Company shall have a reasonable opportunity to review) shall be promptly filed other documents with the Commission and, as and to the extent required by law, disseminated to the stockholders of Parent. The Registration Statement will comply as to form in all material respects with the provisions of the Securities Act and the rules and regulations thereunder and the Joint Proxy Statement/Information Statement will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder, except that no representation or warranty is made with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documentsCommission.

Commission Filings. The Company has previously delivered to the Purchaser (ai) The Parent has its Annual Report on Form 10-K for the year ended December 31, 2001, and any amendments thereto, as filed with the Securities and Exchange Commission all required reports, schedules, forms, statements and other documents from January 1, 1994 (the "SEC") (as amended through the date hereof. All documents , the "10-K"), (ii) its proxy statement relating to the Company's meetings of shareholders (whether annual or special) during 2002, as filed with the SEC, and (iii) all other reports filed by the Parent Company with the Commission pursuant to the Securities Act or SEC under the Exchange Act since January 1, 1994 are referred to herein as 2000 (collectively, the "Parent Commission Filings." The Parent Commission Filings (i) were preparedSEC Documents"). As of their respective dates, the SEC Documents complied as to form in all material respects, in accordance respects with the applicable requirements of the Securities Act and the Exchange Act and the rules and regulations thereunderof the SEC promulgated thereunder and applicable to such SEC Documents, (ii) did not at and none of the time they were filed (or, if filed and amended prior to the date of this Agreement, at the time they were amended prior to the date hereof, or, if first filed after the date of this Agreement and amended, at the time they were amended) contain SEC Documents contained any untrue statement of a material fact, and (iii) did not at the time they were filed (or, if filed and amended prior to the date of this Agreement, at the time they were amended prior to the date hereof, or, if first filed after the date of this Agreement and amended, at the time they were amended) omit fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in under which they were made, not misleading. Each of the audited The consolidated financial statements of the Company and unaudited interim consolidated financial statements (including any related notes or schedules) its Subsidiaries included in the Parent Commission Filings was SEC Documents previously provided to the Purchaser comply as to form in all material respects with applicable accounting requirements and published rules of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles applied on a consistent basis, basis during the periods involved (except as may be indicated therein or in the notes or schedules theretothereto and except, in the case of unaudited statements, as permitted by Form 10-Q and Regulation S-X of the SEC) and fairly presented in all material respects present the consolidated financial position of the Parent Company and the Parent its consolidated Subsidiaries as at of the dates thereof and the consolidated results of their operations operations, changes in shareholders' equity (to the extent applicable) and statements of cash flows flow for the periods then ended, subject, in the case of the unaudited consolidated interim financial statements, to normal year-end audit adjustments and the absence of complete notes. (b) None of the information supplied or to be supplied by the Parent, New Parent or the Merger Subsidiaries for inclusion or incorporation by reference in (i) the Registration Statement (as defined herein) will, at the time the Registration Statement is filed with the Commission and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the other adjustments described therein. The consolidated unaudited financial statements therein not misleading and (ii) the Joint Proxy Statement/Information Statement (as defined herein) will, at the date mailed to stockholders of the Company and Parent its Subsidiaries for the period ended September 30, 2002 (the "Unaudited Third Quarter Financial Statements") previously provided to the Purchaser have been prepared using the same accounting principles and at policies and in a manner consistent with the time of the meeting of stockholders consolidated financial statements of the Company to be held and its Subsidiaries for the year ended December 31, 2001 included in connection with the Company Merger, contain any untrue statement 10-K and fairly present the consolidated financial position 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 circumstances under which they are made, not misleading. If at any time prior to the Effective Time, any event with respect to the Parent, New Parent, the Merger Subsidiaries, their respective officers and directors or any of their subsidiaries should occur which is required to be described in an amendment of, or a supplement to, the Registration Statement or the Joint Proxy Statement/Information Statement, Parent shall promptly so advise the Company and such event shall be so describedits consolidated Subsidiaries as of September 30, 2002 and such amendment or supplement (which the consolidated results of their operations and statement of cash flows for the nine months ended September 30, 2002. As of the date hereof, the Company shall have a reasonable opportunity to review) shall be promptly has not filed any definitive reports or statements with the Commission andSEC since November 22, as and to the extent required by law, disseminated to the stockholders of Parent2002. The Registration Statement Company will comply as to form in all material respects provide the Purchaser with the provisions each draft version of the Securities Act and Company's Annual Report on Form 10-K, including documents incorporated therein by reference, for the rules and regulations thereunder and the Joint Proxy Statement/Information Statement will comply as to form in all material respects with the provisions year ended December 31, 2002, promptly after preparation of the Exchange Act and the rules and regulations thereunder, except that no representation or warranty is made with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documentsdraft.

Commission Filings. (a) The Parent Company has filed with the Commission all required reports, schedules, forms, statements reports and other documents with the Securities and Exchange Commission (the "Commission") for periods from and after January 1, 1994 through the date hereof. All documents filed by the Parent with the Commission pursuant to the Securities Act or the Exchange Act since January 11996 (collectively, 1994 are referred to herein as the "Parent Commission Filings." The Parent Commission Filings (i) were prepared"), each of which has complied in all material respects, in accordance respects with the all applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the Securities Exchange Act of 1934, as amended. The Company has heretofore made available to the Purchaser all of the Commission Filings, including the Company's Annual Report on Form 10-KSB for the year ended December 31, 1996, and the rules Company's Quarterly Reports on Form 10-QSB for the quarterly periods ended March 31, 1997, June 30, 1997 and regulations thereunderSeptember 30, 1997. As of their respective dates, the Commission Filings (iiincluding all exhibits and schedules thereto and documents incorporated by reference therein) did not at the time they were filed (or, if filed and amended prior to the date of this Agreement, at the time they were amended prior to the date hereof, or, if first filed after the date of this Agreement and amended, at the time they were amended) contain any untrue statement of material fact, and (iii) did not at the time they were filed (or, if filed and amended prior to the date of this Agreement, at the time they were amended prior to the date hereof, or, if first filed after the date of this Agreement and amended, at the time they were amended) omit to state a material fact necessary to make the statements therein, in light of the circumstances in which they were made, not misleading. Each of the audited consolidated financial statements and unaudited interim consolidated financial statements (including any related notes or schedules) included in the Parent Commission Filings was prepared in accordance with generally accepted accounting principles applied on a consistent basis, except as may be indicated therein or in the notes or schedules thereto, and fairly presented in all material respects the consolidated financial position of the Parent and the Parent Subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended, subject, in the case of the unaudited interim financial statements, to normal year-end audit adjustments and the absence of complete notes. (b) None of the information supplied or to be supplied by the Parent, New Parent or the Merger Subsidiaries for inclusion or incorporation by reference in (i) the Registration Statement (as defined herein) will, at the time the Registration Statement is filed with the Commission and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) the Joint Proxy Statement/Information Statement (as defined herein) will, at the date mailed to stockholders of the Company and Parent and at the time of the meeting of stockholders of the Company to be held in connection with the Company Merger, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements thereinmade, in light of the circumstances under which they are were made, not misleading. If at any time prior to the Effective Time, any event with respect to the Parent, New Parent, the Merger Subsidiaries, their respective officers The audited consolidated financial statements and directors or any unaudited consolidated interim financial statements of their subsidiaries should occur which is required to be described in an amendment of, or a supplement to, the Registration Statement or the Joint Proxy Statement/Information Statement, Parent shall promptly so advise the Company and its subsidiaries included or incorporated by reference in such event shall Commission Filings have been prepared in accordance with general accepted accounting principles in the United States consistently applied ("GAAP") (except as may be so describedindicated in the notes thereto or, and such amendment or supplement (which in the Company shall have a reasonable opportunity to review) shall be promptly filed with case of the Commission andunaudited statements, as and to the extent required permitted by lawForm 10-QSB), disseminated to the stockholders complied as of Parent. The Registration Statement will comply as to form their respective dates in all material respects with the provisions of the Securities Act applicable accounting requirements and the published rules and regulations thereunder of the Commission with respect thereto, and fairly present the consolidated financial position of the Company and its subsidiaries as of the dates thereof and the Joint Proxy Statement/Information Statement will comply as consolidated income and retained earnings and sources and applications of funds for the periods then ended (subject, in the case of any unaudited interim financial statements, to form in all material respects with the provisions absence of the Exchange Act footnotes required by GAAP and the rules and regulations thereundernormal year-end adjustments). Since September 30, 1997, except that no representation as described in the Commission Filings, there has not been any event which has had or warranty is made with respect would be expected to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documentshave a Material Adverse Effect.

Commission Filings. (a) The Parent Buyer has filed with the Securities and Exchange Commission (the "Commission") all required reports, schedules, forms, statements and other documents required to be filed under the Securities Act of 1933 and the Securities Exchange Act of 1934 from January 1, 1994 1998 through the date hereofof this Agreement. All reports, schedules, forms, statements and other documents (including exhibits) filed by the Parent Buyer with the Commission pursuant to the Securities Act or of 1933 and the Securities Exchange Act of 1934 since January 1, 1994 1998 are referred to herein as the "Parent Buyer Commission Filings." The Parent Buyer Commission Filings (i) were preparedprepared in compliance, in all material respects, in accordance with the applicable requirements of the Securities Act of 1933 and the Securities Exchange Act of 1934, as the case may be, and the rules and regulations thereunder, and (ii) did not at the time they were filed (or, if filed and amended prior to the date of this Agreement, at the time they were amended prior to the date hereof, or, if first filed after the date of this Agreement and amended, at the time they were amended) contain any untrue statement of material fact, and (iii) did not at the time they were filed (or, if filed and amended prior to the date of this Agreement, at the time they were amended prior to the date hereof, or, if first filed after the date of this Agreement and amended, at the time they were amended) fact or omit to state a material fact required to be stated in such Buyer Commission Filings or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading. , and (iv) in the event of subsequent modifications of the circumstances or the basis on which they had been made, were, to the extent required by the Securities Act of 1933 and the Securities Exchange Act of 1934, as the case may be, timely amended in order to make them not misleading in any material respects in the light of such new circumstances or basis. (b) Each of the audited consolidated financial statements and unaudited interim consolidated financial statements (including including, in each case, any related notes or schedules) included in the Parent Buyer Commission Filings (i) complied as to form in all material respects with the applicable published rules and regulations of the Commission with respect thereto, (ii) was prepared in accordance with generally accepted accounting principles applied on a consistent basisconsistently with Buyer's past practices, except as may be indicated therein or in the notes or schedules thereto, and (iii) fairly presented in all material respects the consolidated financial position of the Parent and the Parent Subsidiaries Buyer as at the dates thereof and the consolidated results of their its operations and cash flows for the periods then ended, subject, in the case of the unaudited interim financial statements, to normal year-end audit adjustments and the absence of complete notes. (b) None of the information supplied or to be supplied by the Parent, New Parent or the Merger Subsidiaries for inclusion or incorporation by reference in (i) the Registration Statement (as defined herein) will, at the time the Registration Statement is filed with the Commission and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) the Joint Proxy Statement/Information Statement (as defined herein) will, at the date mailed to stockholders of the Company and Parent and at the time of the meeting of stockholders of the Company to be held in connection with the Company Merger, contain any untrue statement 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 circumstances under which they are made, not misleading. If at any time prior to the Effective Time, any event with respect to the Parent, New Parent, the Merger Subsidiaries, their respective officers and directors or any of their subsidiaries should occur which is required to be described in an amendment of, or a supplement to, the Registration Statement or the Joint Proxy Statement/Information Statement, Parent shall promptly so advise the Company and such event shall be so described, and such amendment or supplement (which the Company shall have a reasonable opportunity to review) shall be promptly filed with the Commission and, as and to the extent required by law, disseminated to the stockholders of Parent. The Registration Statement will comply as to form in all material respects with the provisions of the Securities Act and the rules and regulations thereunder and the Joint Proxy Statement/Information Statement will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder, except that no representation or warranty is made with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents.

Commission Filings. Financial State ments. (a) The Parent Company has filed all 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 all required reports, schedules, forms, statements and other documents from January 1, 1994 through the date hereof. All documents filed by the Parent with the Commission pursuant to under the Securities Act or and the Exchange Act since January 1Act. As of the respective dates of their filing with the Commission, 1994 are referred to herein as the "Parent Commission Filings." The Parent Commission Filings (i) were prepared, complied in all material respects, in accordance respects with the applicable requirements provisions of the Securities Act and the Exchange Act and the rules and regulations thereunder, (ii) did not at the time they were filed (or, if filed and amended prior to the date of this Agreement, at the time they were amended prior to the date hereof, or, if first filed after the date of this Agreement and amended, at the time they were amended) contain any untrue statement of a material fact, and (iii) did not at the time they were filed (or, if filed and amended prior to the date of this Agreement, at the time they were amended prior to the date hereof, or, if first filed after the date of this Agreement and amended, at the time they were amended) 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 in under which they were made, not misleading. . (b) Each of the audited historical consolidated financial statements and unaudited interim consolidated financial statements of the Company (including any related notes or schedules) included in the Parent Commission Filings was prepared in accordance with generally accepted accounting principles applied on a consistent basis, GAAP (except as may be indicated therein or in the notes or schedules theretodisclosed therein), and fairly presented complied in all material respects with the rules and regulations of the Commission. Such financial statements fairly present the consolidated financial position of the Parent Company and the Parent Subsidiaries as at of the dates thereof and the consolidated results of their operations and operations, cash flows and changes in stockholders' equity for the periods then ended, ended (subject, in the case of the unaudited interim financial statements, to normal normal, recurring year-end audit adjustments and the absence of complete notes. (b) None of the information supplied adjustments). Except as set forth or to be supplied by the Parent, New Parent or the Merger Subsidiaries for inclusion or incorporation by reference reflected in (i) the Registration Statement (as defined herein) will, at the time the Registration Statement is filed with the Commission and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) the Joint Proxy Statement/Information Statement (as defined herein) will, at the date mailed to stockholders of the Company and Parent and at the time of the meeting of stockholders of the Company to be held in connection with the Company Merger, contain any untrue statement 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 circumstances under which they are made, not misleading. If at any time Filings filed prior to the Effective Time, any event with respect to the Parent, New Parentdate hereof, the Merger SubsidiariesCompany does not have any liabilities or obligations of any nature (whether accrued, their respective officers and directors absolute, contingent, unasserted or any of their subsidiaries should occur which is required otherwise) that individually or in the aggregate would be expected to be described in an amendment of, or a supplement to, the Registration Statement or the Joint Proxy Statement/Information Statement, Parent shall promptly so advise the Company and such event shall be so described, and such amendment or supplement (which the Company shall have a reasonable opportunity to review) shall be promptly filed with the Commission and, as and to the extent required by law, disseminated to the stockholders of Parent. The Registration Statement will comply as to form in all material respects with the provisions of the Securities Act and the rules and regulations thereunder and the Joint Proxy Statement/Information Statement will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder, except that no representation or warranty is made with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documentsMaterial Adverse Effect.

Commission Filings. (ai) The Parent Buyer filed a registration statement on Form 10-SB under the Exchange Act of 1934, as amended (the “Exchange Act”), which became effective on May 14, 1999. Since May 14, 1999 and except as set forth on Exhibit H, Buyer has timely filed with the Securities and Exchange Commission (the “Commission”) all registration statements, proxy statements, information statements and reports required to be filed pursuant to the Exchange Act. Buyer has not filed with the Commission all required reportsa certificate on Form 15 pursuant to Rule 12h-3 of the Exchange Act. (ii) Buyer has delivered to the Corporation true and complete copies of the registration statements, schedules, forms, information statements and other documents from January 1reports (collectively, 1994 through the date hereof. All documents “Buyer SEC Documents”) filed by the Parent Buyer with the Commission pursuant to the Securities Act or the Exchange Act since January 1, 1994 are referred to herein as the "Parent Commission Filings." The Parent Commission Filings (i) were prepared, in all material respects, in accordance with the applicable requirements of the Securities Act and the Exchange Act and the rules and regulations thereunder, (ii) did not at the time they were filed (or, if filed and amended prior to the date of this Agreement, at the time they were amended prior to the date hereof, or, if first filed after the date of this Agreement and amended, at the time they were amended) contain any untrue statement of material fact, and (iii) did not at the time they were filed (or, if filed and amended prior to the date of this Agreement, at the time they were amended prior to the date hereof, or, if first filed after the date of this Agreement and amended, at the time they were amended) omit to state a material fact necessary to make the statements therein, in light of the circumstances in which they were made, not misleadingCommission. Each of the audited consolidated financial statements and unaudited interim consolidated financial statements (including any related notes or schedules) included in the Parent Commission Filings was prepared in accordance with generally accepted accounting principles applied on a consistent basis, except as may be indicated therein or in the notes or schedules thereto, and fairly presented in all material respects the consolidated financial position of the Parent and the Parent Subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended, subject, in the case of the unaudited interim financial statements, to normal year-end audit adjustments and the absence of complete notes. (b) None of the information supplied or to be supplied by the ParentBuyer SEC Documents, New Parent or the Merger Subsidiaries for inclusion or incorporation by reference in (i) the Registration Statement (as defined herein) willof their respective dates, at the time the Registration Statement is filed with the Commission and at the time it becomes effective under the Securities Act, contain contained any untrue statement of a material fact or omit omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) the Joint Proxy Statement/Information Statement (as defined herein) will, at the date mailed to stockholders of the Company and Parent and at the time of the meeting of stockholders of the Company to be held in connection with the Company Merger, contain any untrue statement 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 circumstances under which they are made, contained therein not misleading. If at any time prior to the Effective Time. (iii) Except as set forth in Exhibit I, any event Buyer has not filed, and nothing has occurred with respect to the Parent, New Parent, the Merger Subsidiaries, their respective officers and directors or any of their subsidiaries should occur which is Buyer would be required to be described in an amendment offile, any report on Form 8-K since January 1, 2004. Buyer has provided to the Corporation copies of any and all amendments or a supplement to, supplements to the Registration Statement or the Joint Proxy Statement/Information Statement, Parent shall promptly so advise the Company and such event shall be so described, and such amendment or supplement (which the Company shall have a reasonable opportunity to review) shall be promptly Buyer SEC Documents filed with the Commission andsince January 1, as 2004 and all subsequent registration statements and reports filed by Buyer subsequent to the extent required filing of the Buyer SEC Documents with the Commission and any and all subsequent information statements, proxy statements, reports or notices filed by law, disseminated the Buyer with the Commission or delivered to the stockholders of Parent. Buyer. (iv) Buyer is not an investment company within the meaning of Section 3 of the Investment Company Act. (v) The Registration Statement will comply as shares of Buyer’s common stock are quoted on the Over-the-Counter (OTC) Bulletin Board under the symbol “ITEK.OB,” and Buyer is in compliance in all material respects with all rules and regulations of the OTC Bulletin Board applicable to form it and the Buyer’s common stock. (vi) The Buyer has complied in all material respects with the provisions of the Securities Act and the rules and regulations thereunder and the Joint Proxy Statement/Information Statement will comply of 1933, as to form in all material respects with the provisions of amended, the Exchange Act and the rules all other applicable federal and regulations thereunder, except that no representation or warranty is made with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documentsstate securities laws.

Commission Filings. (a) The Parent has Company and its Continuing Subsidiaries have filed with the Commission all required reports, schedules, forms, statements and other documents required to be filed under the Securities Act, the Exchange Act, the Investment Company Act and the Investment Advisers Act from January 1, 1994 1998 through the date hereof. All documents (including exhibits) filed by the Parent Company and its Continuing Subsidiaries with the Commission pursuant to the Securities Act or Act, the Exchange Act, the Investment Company Act and/or the Investment Advisers Act since January 1, 1994 1998 are referred to herein as the "Parent Commission Filings." The Parent Commission Filings (i) were prepared, in all material respects, in accordance with the applicable requirements of the Securities Act and Act, the Exchange Act, the Investment Company Act and/or the Investment Advisers Act, as the case may be, and the rules and regulations thereunder, (ii) did not at the time they were filed (or, if filed and amended prior to the date of this Agreement, at the time they were amended prior to the date hereof, or, if first filed after the date of this Agreement and amended, at the time they were amended) contain any untrue statement of material fact, and (iii) did not at the time they were filed (or, if filed and amended prior to the date of this Agreement, at the time they were amended prior to the date hereof, or, if first filed after the date of this Agreement and amended, at the time they were amended) omit to state a material fact necessary to make the statements therein, in light of the circumstances in which they were made, not misleading. , and (iv) in the event of subsequent modifications of the circumstances or the basis on which they had been made, were, to the extent required by the Securities Act, the Exchange Act, the Investment Company Act or the Investment Advisers Act, as the case may be, timely amended in order to make them not misleading in any material respects in the light of such new circumstances or basis. (b) Each of the audited consolidated financial statements and unaudited interim consolidated financial statements (including including, in each case, any related notes or schedules) included in the Parent Commission Filings was prepared in accordance with generally accepted accounting principles applied on a consistent basis, except as may be indicated therein or in the notes or schedules thereto, and fairly presented in all material respects the consolidated financial position of the Parent Company and the Parent Subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended, subject, in the case of the unaudited interim financial statements, to normal year-end audit adjustments and the absence of complete notes. (bc) None The Proxy Statement and any written information provided by or on behalf of the information supplied or to be supplied by Company which is included in the ParentProxy Statement, New Parent or on the Merger Subsidiaries for inclusion or incorporation by reference in (i) date the Registration Statement (as defined herein) will, at the time the Registration Proxy Statement is filed with the Commission Commission, and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) the Joint Proxy Statement/Information Statement (as defined herein) will, at on the date mailed the Proxy Statement is first published, sent or given to stockholders of security holders and on the Company and Parent and at the time date of the meeting of stockholders of Stockholders, as the Company to be held case may be, will comply in connection all material respects with the Company Merger, provisions of applicable federal securities laws and will not contain any untrue statement 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 circumstances under which they are were made, not misleading. If at any time prior to the Effective Time, any event with respect to the Parent, New Parent, the Merger Subsidiaries, their respective officers and directors or any of their subsidiaries should occur which is required to be described in an amendment of, or a supplement to, the Registration Statement or the Joint Proxy Statement/Information Statement, Parent shall promptly so advise the Company and such event shall be so described, and such amendment or supplement (which the Company shall have a reasonable opportunity to review) shall be promptly filed with the Commission and, as and to the extent required by law, disseminated to the stockholders of Parent. The Registration Statement will comply as to form in all material respects with the provisions of the Securities Act and the rules and regulations thereunder and the Joint Proxy Statement/Information Statement will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder, except provided that no representation or warranty is made pursuant to this Section 3.6(c) with respect to statements made any written information provided by or incorporated on behalf of the Parent or the Purchaser for inclusion in the Proxy Statement. The Company agrees promptly to correct the Proxy Statement if and to the extent that it shall have become false or misleading in any material respect (provided that, with respect to any false or misleading information provided by reference therein based or on information supplied behalf of the Parent or the Purchaser for inclusion in -13- 21 the Proxy Statement, the Parent or the Purchaser shall have provided the Company with correct information) and the Company shall take all steps necessary to cause the Proxy Statement as so corrected to be filed with the Commission and mailed to the Stockholders to the extent required by the Company specifically for inclusion or incorporation by reference in such documentsExchange Act.

Commission Filings. (a) The Parent Purchaser has filed all required forms, reports and other documents with the Commission all required reportsfor periods from and after December 31, schedules1997 (collectively, forms, statements and other documents from January 1, 1994 through the date hereof. All documents filed by the Parent with the Commission pursuant to the Securities Act or the Exchange Act since January 1, 1994 are referred to herein as the "Parent Commission Filings." The Parent Commission Filings (i) were prepared"), each of which has complied in all material respects, in accordance respects with the all applicable requirements of the Securities Act and the Exchange Act and Act. The Purchaser has heretofore made available to the rules and regulations thereunderSeller all of the Commission Filings, including the Purchaser's (i) Annual Report on Form 10-K for the year ended December 31, 1997; (ii) did not at Quarterly Report on Form 10-Q for the time they were filed (orquarter ended March 31, if filed and amended prior to the date of this Agreement, at the time they were amended prior to the date hereof, or, if first filed after the date of this Agreement and amended, at the time they were amended) contain any untrue statement of material fact, and 1998; (iii) did not at the time they were filed (or, if filed and amended prior to the date of this Agreement, at the time they were amended prior to the date hereof, or, if first filed after the date of this Agreement and amended, at the time they were amended) omit to state a material fact necessary to make the statements therein, in light of the circumstances in which they were made, not misleading. Each of the audited consolidated financial statements and unaudited interim consolidated financial statements (including any related notes or schedules) included in the Parent Commission Filings was prepared in accordance with generally accepted accounting principles applied Quarterly Report on a consistent basis, except as may be indicated therein or in the notes or schedules thereto, and fairly presented in all material respects the consolidated financial position of the Parent and the Parent Subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows Form 10-Q for the periods then endedquarter ended June 30, subject1998; (iv) Quarterly Report on Form 10-Q for the quarter ended September 30, in the case of the unaudited interim financial statements, to normal year-end audit adjustments 1998; and the absence of complete notes. (bv) None of the information supplied or to be supplied by the Parent, New Parent or the Merger Subsidiaries for inclusion or incorporation by reference in (i) the Registration Statement (as defined herein) will, at the time the Registration Statement is proxy statement filed with the Commission relating to the Purchaser's 1998 annual meeting of stockholders. As of their respective dates, the Commission Filings (including all exhibits and at the time it becomes effective under the Securities Act, schedules thereto and documents incorporated by reference therein) did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) the Joint Proxy Statement/Information Statement (as defined herein) will, at the date mailed to stockholders of the Company and Parent and at the time of the meeting of stockholders of the Company to be held in connection with the Company Merger, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements thereinmade, in light of the circumstances under which they are were made, not misleading. If at any time prior to The audited financial statements and unaudited interim financial statements of the Effective TimePurchaser (the "Purchaser Financial Statements") included or incorporated by reference in such Commission Filings have been prepared in accordance with GAAP (except as may be indicated in the notes thereto or, any event with respect to in the Parentcase of the unaudited statements, New Parentas permitted by Form 10-Q), the Merger Subsidiaries, complied as of their respective officers and directors or any of their subsidiaries should occur which is required to be described in an amendment of, or a supplement to, the Registration Statement or the Joint Proxy Statement/Information Statement, Parent shall promptly so advise the Company and such event shall be so described, and such amendment or supplement (which the Company shall have a reasonable opportunity to review) shall be promptly filed with the Commission and, as and to the extent required by law, disseminated to the stockholders of Parent. The Registration Statement will comply as to form dates in all material respects with the provisions of the Securities Act applicable accounting requirements and the published rules and regulations thereunder of the Commission with respect thereto, and fairly present the financial position of the Purchaser as of the dates thereof and the Joint Proxy Statement/Information Statement will comply as income and retained earnings and sources and applications of funds for the periods then ended (subject, in the case of any unaudited interim financial statements, to form in all material respects with the provisions absence of the Exchange Act footnotes required by GAAP and the rules and regulations thereunder, except that no representation or warranty is made with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documentsnormal year-end adjustments).

Commission Filings. (a) The Parent Company has properly and timely filed with the Commission all required reports, schedulesproxy statements, forms, statements forms and other documents from January 1, 1994 through the date hereof. All documents required to be filed by the Parent with the Commission pursuant to the Securities Act or the Exchange Act since January 1, 1994 are referred to herein as the "Parent Commission Filings." The Parent Commission Filings (i) were prepared, in all material respects, in accordance with the applicable requirements of under the Securities Act and the Exchange Act since becoming subject to such Acts (the “Commission Filings”). As of their date of filing, (i) the Commission Filings complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations thereunder, of the Commission promulgated thereunder applicable to such Commission Filings and (ii) did not to the Knowledge of the Company, none of the Commission Filings contained at the time they were filed (or, if filed and amended prior to the date of this Agreement, at the time they were amended prior to the date hereof, or, if first filed after the date of this Agreement and amended, at the time they were amended) contain any untrue statement of material fact, and (iii) did not at the time they were filed (or, if filed and amended prior to the date of this Agreement, at the time they were amended prior to the date hereof, or, if first filed after the date of this Agreement and amended, at the time they were amended) omit to state a material fact necessary to make the statements therein, in light of the circumstances in which they were made, not misleading. Each of the audited consolidated financial statements and unaudited interim consolidated financial statements (including any related notes or schedules) included in the Parent Commission Filings was prepared in accordance with generally accepted accounting principles applied on a consistent basis, except as may be indicated therein or in the notes or schedules thereto, and fairly presented in all material respects the consolidated financial position of the Parent and the Parent Subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended, subject, in the case of the unaudited interim financial statements, to normal year-end audit adjustments and the absence of complete notes. (b) None of the information supplied or to be supplied by the Parent, New Parent or the Merger Subsidiaries for inclusion or incorporation by reference in (i) the Registration Statement (as defined herein) will, at the time the Registration Statement is filed with the Commission and at the time it becomes effective under the Securities Act, contain its filing any untrue statement of a material fact or omit omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) the Joint Proxy Statement/Information Statement (as defined herein) will, at the date mailed to stockholders of the Company and Parent and at the time of the meeting of stockholders of the Company to be held in connection with the Company Merger, contain any untrue statement 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 circumstances under which they are were made, not misleading. If at any time prior to the Effective Time, any event with respect to the Parent, New Parent, the Merger Subsidiaries, their respective officers and directors or any The financial statements of their subsidiaries should occur which is required to be described in an amendment of, or a supplement to, the Registration Statement or the Joint Proxy Statement/Information Statement, Parent shall promptly so advise the Company and such event shall be so described, and such amendment or supplement (which the Company shall have a reasonable opportunity to review) shall be promptly filed with included in the Commission andFilings, as of the dates of such documents, were true and to the extent required by law, disseminated to the stockholders of Parent. The Registration Statement will comply as to form complete in all material respects and complied with the provisions of the Securities Act applicable accounting requirements and the published rules and regulations thereunder of the Commission with respect thereto, were to the Knowledge of the Company prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) (except in the case of unaudited statements permitted by Form 10-Q under the Exchange Act) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented the consolidated financial position of the Company and its Subsidiaries as of the dates thereof and the Joint Proxy Statement/Information Statement will comply as consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to form normal year-end audit adjustments that in all the aggregate are not material respects with the provisions of the Exchange Act and the rules and regulations thereunder, except that no representation or warranty is made with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents.any other adjustment described therein). ___________________ Initials ____________________ Initials

Commission Filings. (a) The Parent Buyer has filed with the Securities and Exchange Commission (the "Commission") all required reports, schedules, forms, statements and other ---------- documents required to be filed under the Securities Act of 1933 and the Securities Exchange Act of 1934 from January 1, 1994 1998 through the date hereofof this Agreement. All reports, schedules, forms, statements and other documents (including exhibits) filed by the Parent Buyer with the Commission pursuant to the Securities Act or of 1933 and the Securities Exchange Act of 1934 since January 1, 1994 1998 are referred to herein as the "Parent Buyer Commission Filings." The Parent Buyer ------------------------ Commission Filings Filings (i) were preparedprepared in compliance, in all material respects, in accordance with the applicable requirements of the Securities Act of 1933 and the Securities Exchange Act of 1934, as the case may be, and the rules and regulations thereunder, and (ii) did not at the time they were filed (or, if filed and amended prior to the date of this Agreement, at the time they were amended prior to the date hereof, or, if first filed after the date of this Agreement and amended, at the time they were amended) contain any untrue statement of material fact, and (iii) did not at the time they were filed (or, if filed and amended prior to the date of this Agreement, at the time they were amended prior to the date hereof, or, if first filed after the date of this Agreement and amended, at the time they were amended) fact or omit to state a material fact required to be stated in such Buyer Commission Filings or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading. , and (iv) in the event of subsequent modifications of the circumstances or the basis on which they had been made, were, to the extent required by the Securities Act of 1933 and the Securities Exchange Act of 1934, as the case may be, timely amended in order to make them not misleading in any material respects in the light of such new circumstances or basis. (b) Each of the audited consolidated financial statements and unaudited interim consolidated financial statements (including including, in each case, any related notes or schedules) included in the Parent Buyer Commission Filings (i) complied as to form in all material respects with the applicable published rules and regulations of the Commission with respect thereto, (ii) was prepared in accordance with generally accepted accounting principles applied on a consistent basisconsistently with Buyer's past practices, except as may be indicated therein or in the notes or schedules thereto, and (iii) fairly presented in all material respects the consolidated financial position of the Parent and the Parent Subsidiaries Buyer as at the dates thereof and the consolidated results of their its operations and cash flows for the periods then ended, subject, in the case of the unaudited interim financial statements, to normal year-end audit adjustments and the absence of complete notes. (b) None of the information supplied or to be supplied by the Parent, New Parent or the Merger Subsidiaries for inclusion or incorporation by reference in (i) the Registration Statement (as defined herein) will, at the time the Registration Statement is filed with the Commission and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) the Joint Proxy Statement/Information Statement (as defined herein) will, at the date mailed to stockholders of the Company and Parent and at the time of the meeting of stockholders of the Company to be held in connection with the Company Merger, contain any untrue statement 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 circumstances under which they are made, not misleading. If at any time prior to the Effective Time, any event with respect to the Parent, New Parent, the Merger Subsidiaries, their respective officers and directors or any of their subsidiaries should occur which is required to be described in an amendment of, or a supplement to, the Registration Statement or the Joint Proxy Statement/Information Statement, Parent shall promptly so advise the Company and such event shall be so described, and such amendment or supplement (which the Company shall have a reasonable opportunity to review) shall be promptly filed with the Commission and, as and to the extent required by law, disseminated to the stockholders of Parent. The Registration Statement will comply as to form in all material respects with the provisions of the Securities Act and the rules and regulations thereunder and the Joint Proxy Statement/Information Statement will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder, except that no representation or warranty is made with respect to statements made or incorporated by reference therein based on information supplied by the Company specifically for inclusion or incorporation by reference in such documents.

Commission Filings. (a) The Parent Company has filed with the Commission all required reports, schedules, forms, registration statements, definitive proxy statements and other documents from January 1, 1994 through the date hereof. All documents required to be filed by the Parent with the Commission pursuant to the Securities Act or the Exchange Act since January 1, 1994 are referred to herein as 1995 (the "SEC REPORTS"). The Company has delivered to Parent Commission Filings." The Parent Commission Filings (i) were prepared, in all material respects, in accordance with the applicable requirements a complete and correct copy of the Securities Act SEC Reports and the Exchange Act and the rules and regulations thereunder, (ii) did not at the time they were any amendments thereto filed (or, if filed and amended prior to the date of this Agreement, at the time they were amended prior to the date hereof. As of their respective dates, orthe SEC Reports (including all financial statements, if first filed after the date of this Agreement exhibits and amended, at the time they were amended) contain any untrue statement of material fact, schedules thereto and (iiidocuments incorporated by reference therein) did not at the time they were filed (or, if filed and amended prior to the date of this Agreement, at the time they were amended prior to the date hereof, or, if first filed after the date of this Agreement and amended, at the time they were amended) omit to state a material fact necessary to make the statements therein, in light of the circumstances in which they were made, not misleading. Each of the audited consolidated financial statements and unaudited interim consolidated financial statements (including any related notes or schedules) included in the Parent Commission Filings was prepared in accordance with generally accepted accounting principles applied on a consistent basis, except as may be indicated therein or in the notes or schedules thereto, and fairly presented in all material respects the consolidated financial position of the Parent and the Parent Subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended, subject, in the case of the unaudited interim financial statements, to normal year-end audit adjustments and the absence of complete notes. (b) None of the information supplied or to be supplied by the Parent, New Parent or the Merger Subsidiaries for inclusion or incorporation by reference in (i) the Registration Statement (as defined herein) will, at the time the Registration Statement is filed with the Commission and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) the Joint Proxy Statement/Information Statement (as defined herein) will, at the date mailed to stockholders of the Company and Parent and at the time of the meeting of stockholders of the Company to be held in connection with the Company Merger, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements thereinmade, in light of the circumstances under which they are were made, not misleading. If at any time prior to the Effective Time, any event with respect to the Parent, New Parent, the Merger Subsidiaries, their respective officers The audited consolidated financial statements and directors or any unaudited consolidated interim financial statements of their subsidiaries should occur which is required to be described in an amendment of, or a supplement to, the Registration Statement or the Joint Proxy Statement/Information Statement, Parent shall promptly so advise the Company and such event shall be so described, and such amendment or supplement (which the Company shall have a reasonable opportunity to reviewSubsidiaries (including the consolidated financial statements for the year ended December 31, 1997) shall be promptly filed with the Commission and, as and to the extent required by law, disseminated to the stockholders of Parent. The Registration Statement will comply as to form in all material respects with the provisions of the Securities Act and the rules and regulations thereunder and the Joint Proxy Statement/Information Statement will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder, except that no representation or warranty is made with respect to statements made included or incorporated by reference therein based in the SEC Reports, and in the Company's Annual Reports for the years ended December 31, 1994, 1995 and 1996 heretofore delivered to Parent, have been prepared in accordance with generally accepted accounting principles applied on information supplied by a consistent basis during the periods involved (except as may be indicated in the notes thereto), and fairly present the consolidated assets, liabilities and financial position of the Company specifically and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and changes in financial position for inclusion or incorporation by reference the periods then ended (subject, in such documentsthe case of any unaudited interim financial statements, to normal year-end adjustments).