Common use of COMMISSION REPORTS AND FINANCIAL STATEMENTS Clause in Contracts

COMMISSION REPORTS AND FINANCIAL STATEMENTS. From and after April 1, 1994 Parent has filed with the Commission all forms, reports, registration statements, proxy statements and other documents (collectively, the "Parent Reports") required to be filed by Parent under the Securities Laws, except failures to file which, individually or in the aggregate, do not have a Material Adverse Effect. Parent has heretofore furnished the Company with true and complete copies of all Parent Reports filed as of the date hereof. As of their respective dates, or, in the case of registration statements, as of their respective effective dates, all of the Parent Reports, including all exhibits and schedules thereto and all documents incorporated by reference therein, (i) complied as to form in all material respects with the requirements of the Securities Laws applicable thereto, and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The representation in clause (ii) of the preceding sentence shall not apply to any misstatement or omission in any Parent Report filed prior to the date of this Agreement which was superseded or corrected by a subsequent Parent Report filed by Parent before the date hereof. No Subsidiary of Parent is required to file any report, form or other document with the Commission. The audited consolidated financial statements and unaudited interim consolidated financial statements included or incorporated by reference in Parent Reports (collectively, the "Parent Financial Statements") have been prepared in accordance with GAAP applied on a consistent basis (except as may be indicated therein or in the notes thereto) and fairly present the consolidated financial position of Parent or other Person, as applicable, as of and at the dates thereof and the results of operations and cash flows for the periods then ended, subject in the case of the unaudited interim financial statements, to normal, recurring year-end adjustments and any other adjustments described therein. Except as set forth or reflected in Parent Financial Statements at June 30, 1996, or as set forth in the interim unaudited balance sheets, or in the notes thereto, included in Parent Reports since that date, neither Parent nor any of its Subsidiaries, has any

COMMISSION REPORTS AND FINANCIAL STATEMENTS. From and after April 1, 1994 Parent the Company has filed with the Commission all forms, reports, registration statements, proxy statements and other documents (collectively, the "Parent Company Reports") required to be filed by Parent the Company under the Securities Act, the Exchange Act, and the rules and regulations promulgated thereunder (collectively, the "Securities Laws"), except failures to file which, individually or in the aggregate, do not have a Material Adverse Effect. Parent has heretofore furnished the Company with true and complete copies of all Parent Reports filed as of the date hereof. As of their respective dates, or, in the case of registration statements, as of their respective effective dates, all of the Parent Company Reports, including all exhibits and schedules thereto and all documents incorporated by reference therein, (i) complied as to form in all material respects with the requirements of the Securities Laws applicable thereto, and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements thereinstatements, in light of the circumstances under which they were made, not misleading. The representation in clause (ii) of the preceding sentence shall not apply to any misstatement or omission in any Parent Company Report filed prior to the date of this Agreement which was superseded or corrected by a subsequent Parent Company Report filed by Parent the Company before the date hereof. No Subsidiary of Parent the Company is required to file any report, form or other document with the Commission. The audited consolidated financial statements and unaudited interim consolidated financial statements included or incorporated by reference in Parent the Company Reports (collectively, the "Parent Company Financial Statements") have been prepared in accordance with GAAP applied on a consistent basis (except as may be indicated therein or in the notes thereto) and fairly present the consolidated financial position of Parent the Company or other Person, as applicable, as of and at the dates thereof and the results of operations and cash flows for the periods then ended, subject in the case of the unaudited interim financial statements, to normal, recurring year-end adjustments and any other adjustments described therein. Except as set forth or reflected in Parent the Company Financial Statements at June 30March 31, 19961997, or as set forth in the interim unaudited balance sheets, or in the notes thereto, included in Parent the Company Reports since that date, neither Parent the Company nor any of its Subsidiaries, has anyany liabilities or obligations of any kind or nature (whether accrued, absolute, contingent or otherwise) which would be required to be reflected or reserved against in any balance sheet of the Company, or in the notes thereto, prepared in accordance with GAAP consistently applied, except liabilities arising since March 31, 1997 either (i) in the ordinary course of business; or (ii) which, individually or in the aggregate, would not have a Material Adverse Effect; or (iii) as contemplated or permitted by this Agreement.

COMMISSION REPORTS AND FINANCIAL STATEMENTS. From and after April 1, 1994 Parent the Company has filed with the Commission all forms, reports, registration statements, proxy statements and other documents (collectively, the "Parent Company Reports") required to be filed by Parent the Company under the Securities Act, the Exchange Act, and the rules and regulations promulgated thereunder (collectively, the "Securities Laws"), except failures to file which, individually or in the aggregate, do not have a Material Adverse Effect. Parent has heretofore furnished the Company with true and complete copies of all Parent Reports filed as of the date hereof. As of their respective dates, or, in the case of registration statements, as of their respective effective dates, all of the Parent Company Reports, including all exhibits and schedules thereto and all documents incorporated by reference therein, (i) complied as to form in all material respects with the requirements of the Securities Laws applicable thereto, and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements thereinstatements, in light of the circumstances under which they were made, not misleading. The representation in clause (ii) of the preceding sentence shall not apply to any misstatement or omission in any Parent Company Report filed prior to the date of this Agreement which was superseded or corrected by a subsequent Parent Company Report filed by Parent the Company before the date hereof. No Subsidiary of Parent the Company is required to file any report, form or other document with the Commission. The audited consolidated financial statements and unaudited interim consolidated financial statements included or incorporated by reference in Parent the Company Reports (collectively, the "Parent Company Financial Statements") have been prepared in accordance with GAAP applied on a consistent basis (except as may be indicated therein or in the notes thereto) and fairly present the consolidated financial position of Parent the Company or other Person, as applicable, as of and at the dates thereof and the results of operations and cash flows for the periods then ended, subject in the case of the unaudited interim financial statements, to normal, recurring year-year- end adjustments and any other adjustments described therein. Except as set forth or reflected in Parent the Company Financial Statements at June 30March 31, 19961997, or as set forth in the interim unaudited balance sheets, or in the notes thereto, included in Parent the Company Reports since that date, neither Parent the Company nor any of its Subsidiaries, has anyany liabilities or obligations of any kind or nature (whether accrued, absolute, contingent or otherwise) which would be required to be reflected or reserved against in any balance sheet of the Company, or in the notes thereto, prepared in accordance with GAAP consistently applied, except liabilities arising since March 31, 1997 either (i) in the ordinary course of business; or (ii) which, individually or in the aggregate, would not have a Material Adverse Effect; or (iii) as contemplated or permitted by this Agreement.

COMMISSION REPORTS AND FINANCIAL STATEMENTS. From and after April January 1, 1994 Parent the Company and each Subsidiary subject to the periodic reporting requirements under the Exchange Act has filed with the Commission all forms, reports, registration statements, proxy statements and other documents (collectively, the "Parent Company Reports") required to be filed by Parent the Company and any such Subsidiary under the Securities Act, the Exchange Act, and the rules and regulations promulgated thereunder (collectively, the "Securities Laws"), except failures to file which, individually or in the aggregate, do not have a Material Adverse Effect. Parent has heretofore furnished ; provided however, with respect to each Subsidiary, the Company with true and complete copies of all Parent Reports filed as provides the representation stated above only from such date that each Subsidiary became a Subsidiary of the date hereofCompany. As of their respective dates, or, in the case of registration statements, as of their respective effective dates, all of the Parent Company Reports, including all exhibits and schedules thereto and all documents incorporated by reference therein, (i) complied as to form in all material respects with the requirements of the Securities Laws applicable thereto, thereto and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements thereinstatements, in light of the circumstances under which they were made, not misleading. The representation in clause (ii) of the preceding sentence shall not apply to any misstatement or omission in any Parent Company Report filed prior to the date of this Agreement which was superseded or corrected by a subsequent Parent Company Report filed by Parent before the date hereof. No Subsidiary of Parent is required to file any report, form or other document with the Commission. The audited consolidated financial statements and unaudited interim consolidated financial statements included or incorporated by reference in Parent the Company Reports (collectively, the "Parent Company Financial Statements") have been prepared in accordance with GAAP applied on a consistent basis in accordance with the Company's historical practices which practices conform to GAAP (except as may be indicated therein or in the notes thereto) and fairly present the consolidated financial position of Parent the Company or other Person, as applicable, as of and at the dates thereof and the results of operations and cash flows for the periods then ended, subject in the case of the unaudited interim financial statements, to normal, recurring year-end adjustments and any other adjustments described therein. Except as set forth or reflected in Parent the Company Financial Statements at June 30December 31, 1996, or as set forth in the interim unaudited balance sheets, or in the notes thereto, included in Parent the Company Reports since that date, neither Parent the Company nor any of its Subsidiaries, has anyany liabilities or obligations of any kind or nature (whether accrued, absolute, contingent or otherwise) which would be required to be reflected or reserved against in any balance sheet of the Company, or in the notes thereto, prepared in accordance with GAAP consistently applied, except liabilities arising since December 31, 1996 either (i) in the ordinary course of business; or (ii) as contemplated or permitted by this Agreement.

COMMISSION REPORTS AND FINANCIAL STATEMENTS. From and after April 1, 1994 Parent (A) The Purchaser has filed with the Commission all formsCommission, reportsand has made available to the Seller, registration statements, proxy statements and other documents (collectively, the "Parent Reports") required to be filed by Parent under the Securities Laws, except failures to file which, individually or in the aggregate, do not have a Material Adverse Effect. Parent has heretofore furnished the Company with true and complete copies of the Commission Documents (including all Parent Reports filed as of amendments thereto). The Commission Documents are all the date hereof. As of their respective datesfilings with the Commission that the Purchaser was required to make under the Exchange Act from 23rd March, or, in 1996 to the case of registration statements, as of their respective effective dates, all of the Parent ReportsCompletion Date. (B) The Commission Documents, including all exhibits and without limitation any financial statements or schedules thereto and all documents incorporated by reference included therein, at the time filed: (i) complied as to form in all material respects with the requirements of the Securities Laws applicable thereto, and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The representation in clause misleading and (ii) complied in all material respects with the applicable requirements of the preceding sentence shall not apply Exchange Act or the Securities Act, as the case may be. (C) The consolidated balance sheets of the Purchaser and its consolidated subsidiaries for the fiscal years ended December 31 in each of the years 1993 and 1994, and the related consolidated statements of income, stockholder's equity and cash flows for the fiscal years respectively ending on such dates, accompanied by reports thereon containing opinions by the Purchaser's then current certified public accountants (copies of which have been furnished to any misstatement or omission in any Parent Report filed prior to the date of this Agreement which was superseded or corrected by a subsequent Parent Report filed by Parent before the date hereof. No Subsidiary of Parent is required to file any report, form or other document with the Commission. The audited consolidated financial statements and unaudited interim consolidated financial statements included or incorporated by reference in Parent Reports (collectively, the "Parent Financial Statements"you) have been prepared in accordance with GAAP U.S. generally accepted accounting principles consistently applied and present fairly the financial position of the Purchaser and its consolidated subsidiaries as of such dates and the results of their operations and cash flows for such years. (D) The consolidated financial statements of the Purchaser included in the Commission Documents comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the Commission with respect thereby, have been prepared in accordance with U.S. generally accepted accounting principles applied on a consistent basis during the periods presented (except as may be indicated therein or in the notes theretothereto or, in the case of the unaudited statements, as permitted on the Purchaser's Form 10-Q as filed with the Commission under the Exchange Act) and fairly present (subject, in the case of the unaudited statements, to normal, recurring audit adjustments which will not be material in amount or effect) in all material respects the consolidated financial position of Parent or other Person, the Purchaser and its consolidated subsidiaries as applicable, as of and 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, recurring year-end adjustments and any other adjustments described therein. Except as set forth or reflected in Parent Financial Statements at June 30, 1996, or as set forth in the interim unaudited balance sheets, or in the notes thereto, included in Parent Reports since that date, neither Parent nor any of its Subsidiaries, has any.

COMMISSION REPORTS AND FINANCIAL STATEMENTS. From and after April 1, 1994 Parent has filed with the Commission all forms, reports, registration statements, proxy statements and other documents (collectively, the "Parent Reports") required to be filed by Parent under the Securities Laws, except failures to file which, individually or in the aggregate, do not have a Material Adverse Effect. Parent has heretofore furnished the Company with true and complete copies of all Parent Reports filed as of the date hereof. As of their respective dates, or, in the case of registration statements, as of their respective effective dates, all of the Parent Reports, including all exhibits and schedules thereto and all documents incorporated by reference therein, (i) complied as to form in all material respects with the requirements of the Securities Laws applicable thereto, and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The representation in clause (ii) of the preceding sentence shall not apply to any misstatement or omission in any Parent Report filed prior to the date of this Agreement which was superseded or corrected by a subsequent Parent Report filed by Parent before the date hereof. No Subsidiary of Parent is required to file any report, form or other document with the Commission. The audited consolidated financial statements and unaudited interim consolidated financial statements included or incorporated by reference in Parent Reports (collectively, the "Parent Financial Statements") have been prepared in accordance with GAAP applied on a consistent basis (except as may be indicated therein or in the notes thereto) and fairly present the consolidated financial position of Parent or other Person, as applicable, as of and at the dates thereof and the results of operations and cash flows for the periods then ended, subject in the case of the unaudited interim financial statements, to normal, recurring year-end adjustments and any other adjustments described therein. Except as set forth or reflected in Parent Financial Statements at June 30, 1996, or as set forth in the interim unaudited balance sheets, or in the notes thereto, included in Parent Reports since that date, neither Parent nor any of its Subsidiaries, has anyany liabilities or obligations of any kind or nature (whether accrued, absolute, contingent or otherwise) which would be required to be reflected or reserved against in any balance sheet of Parent, or in the notes thereto, prepared in accordance with GAAP consistently applied, except liabilities arising since June 30, 1996 either (i) in the ordinary course of business; or (ii) which, individually or in the aggregate, would not have a Material Adverse Effect; or (iii) as contemplated or permitted by this Agreement.