Common use of Company Reports; Financial Statements Clause in Contracts

Company Reports; Financial Statements. The Company has made available to the Purchasers each registration statement, prospectus, report, proxy statement or information statement prepared by it since January 1, 2003, including the 10-Q and the 10-K in the form (including exhibits, annexes and any amendments thereto) filed with SEC (collectively, including any such reports filed subsequent to the date hereof and as amended, the "Reports"). As of their respective dates, the Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. Each of the consolidated balance sheets included in or incorporated by reference into the Reports (including the related notes and schedules) fairly presents in all material respects (subject, in the case of unaudited statements, to normal recurring audit adjustments which are not material in amount) the consolidated financial position of the Company and its Subsidiaries as of its date and each of the consolidated statements of operations and statements of cash flows included in or incorporated by reference into the Reports (including any related notes and schedules) fairly presents in all material respects (subject, in the case of unaudited statements, to normal recurring audit adjustments which are not material in amount) the results of operations and cash flows, as the case may be, of the Company and its Subsidiaries for the periods set forth therein, in each case in accordance with GAAP consistently applied during the periods involved, except as may be noted therein.

Company Reports; Financial Statements. The Company has made available delivered to the Purchasers Parent each registration statement, prospectus, report, proxy statement or information statement prepared by it since January 1December 31, 20031999 (the "Audit Date"), including the 10-Q and the Company's Annual Report on Form 10-K for the year ended December 31, 1999 in the form (including exhibits, annexes and any amendments thereto) filed with the SEC (collectively, including any such reports filed subsequent to the date hereof and as amended, the "Company Reports"). As of their respective dates, (or, if amended, as of the date of such amendment) the Company Reports did not not, and any Company Reports filed with the SEC subsequent to the date hereof will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. Each of the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) fairly presents in all material respects (subjectpresents, in the case of unaudited statementsor will fairly present, to normal recurring audit adjustments which are not material in amount) the consolidated financial position of the Company and its Subsidiaries as of its date and each of the consolidated statements of operations income and statements of cash flows changes in financial position included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents in all material respects (subjectpresented, in the case of unaudited statementsor will fairly present, to normal recurring audit adjustments which are not material in amount) the results of operations operations, retained earnings and cash flowschanges in financial position, as the case may be, of the Company and its Subsidiaries for the periods set forth thereintherein (except in each case as may be indicated in the notes thereto and, in the case of unaudited statements, subject to normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with GAAP consistently applied during the periods involved, except as may be noted therein.

Company Reports; Financial Statements. The Company has filed all required forms, reports and documents with the Securities and Exchange Commission ( the "SEC") with respect to all periods commencing on or after January 1, 1992 (collectively, the "Company Reports"), all of which, when filed, complied in all material respects with all applicable requirements of the Securities Act of 1933 and the Exchange Act and the rules and regulations thereunder. Accurate and complete copies of the Company Reports heretofore have been made available to the Purchasers each registration statement, prospectus, report, proxy statement or information statement prepared by it since January 1, 2003, including the 10-Q and the 10-K in the form (including exhibits, annexes and any amendments thereto) filed with SEC (collectively, including any such reports filed subsequent to the date hereof and as amended, the "Reports")Buyer. As of their respective dates, the Company Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. Each of the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the any related notes and schedules) fairly presents in all material respects (subject, in the case of unaudited statements, to normal recurring audit adjustments which are not material in amount) the consolidated financial position of the Company and its Subsidiaries subsidiaries as of its date date, and each of the consolidated statements of operations income, of changes in shareholder equity and statements of cash flows included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents in all material respects (subject, in the case of unaudited statements, to normal recurring audit adjustments which are not material in amount) the results of operations operations, retained earnings and cash flows, as the case may be, of the Company and its Subsidiaries subsidiaries for the periods set forth thereintherein (subject, in the case of unaudited statements, to normal year-end audit adjustments which will not, individually or in the aggregate, have a Material Adverse Effect), in each case in accordance with GAAP generally accepted accounting principles consistently applied during the periods involved, except as may be noted thereintherein (such balance sheets, income statements and statements of change in financial condition, being referred to herein collectively as the "Financial Statements").

Company Reports; Financial Statements. The Company and, to the extent applicable, each of its Subsidiaries has made available all filings required to the Purchasers each registration statement, prospectus, report, proxy statement or information statement prepared be made by it with the Commission since at least January 1, 2003, including the 10-Q and the 10-K in the form (including exhibits, annexes and any amendments thereto) filed with SEC 1999 (collectively, including any such reports filed subsequent to the date hereof and as amended, the "Company Reports"). As of their respective dates, the Company Reports complied in all material respects with the requirements of applicable statutes and regulations (except for certain late filings) and did not not, and any Company Reports filed with the Commission prior to the Sale will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. Each of the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) fairly presents in all material respects (subjectfairly, in or will present fairly, the case of unaudited statements, to normal recurring audit adjustments which are not material in amount) the consolidated financial position of the Company and its Subsidiaries as of its date and each of the consolidated statements of operations income and statements of cash flows changes in financial position included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents in all material respects (subjectfairly, in the case of unaudited statementsor will present fairly, to normal recurring audit adjustments which are not material in amount) the results of operations operations, retained earnings and cash flowschanges in financial position, as the case may be, of the Company and its Subsidiaries for the periods set forth thereintherein (except as otherwise noted therein and subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with GAAP generally accepted accounting principles ("GAAP") consistently applied during the periods involved, except, in the case of unaudited financial statements, as permitted by Commission Form 10-Q, and except as may be noted therein. The Company has not, on or prior to the date hereof, filed any other definitive reports or statements with the Commission since July 14, 2000.

Company Reports; Financial Statements. The Company has made available to filed with the Purchasers SEC each registration statement, prospectus, report, proxy statement or information statement prepared required to be filed by it since January 1, 20032000 through the date hereof, including (a) the Company's Annual Report on Form 10-KSB for the year ended December 31, 1999, as amended, and (b) the Company's Quarterly Report on Form 10-Q and for the 10-K in the form (including exhibitscalendar quarter ended March 31, annexes and any amendments thereto) filed with SEC 2000 (collectively, including any such reports filed subsequent to the date hereof and as amended, the "Company Reports"), copies of which have been made available to the Purchaser. As of their respective dates, the Company Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. As of their respective dates, the consolidated financial statements included in the Company Reports complied as to form in all material respects with then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Each of the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) fairly presents in all material respects (subject, in the case of unaudited statements, to normal recurring audit adjustments which are not material in amount) the consolidated financial position of the Company and its Subsidiaries subsidiaries as of its date and each of the consolidated statements of operations income and statements of changes in cash flows included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents in all material respects (subject, in the case of unaudited statements, to normal recurring audit adjustments which are not material in amount) the results of operations and changes in cash flows, as the case may be, of the Company and its Subsidiaries for the periods set forth thereintherein (subject, in the case of unaudited statements, to the absence of notes and normal year-end audit adjustments), in each case in accordance with GAAP consistently applied during the periods involvedGAAP, except as may be noted therein.

Company Reports; Financial Statements. The Company has made available to the Purchasers Parent each registration statement, prospectus, report, proxy statement or information statement prepared by it since January 1December 31, 20032000 (the "Audit Date"), including the 10-Q and the Company's Annual Report on Form 10-K for the year ended December 31, 2000, in the form (including exhibits, annexes and any amendments thereto) filed with the SEC (collectively, including any such reports filed subsequent to the date hereof and as amended, the "Company Reports"). As of their respective dates, (or, if amended, as of the date of such amendment) the Company Reports did not not, and any Company Reports filed with the SEC subsequent to the date hereof will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. Each of the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) fairly presents in all material respects (subjectpresents, in the case of unaudited statementsor will fairly present, to normal recurring audit adjustments which are not material in amount) the consolidated financial position of the Company and its Subsidiaries as of its date and each of the consolidated statements of operations income and statements of cash flows changes in financial position included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents in all material respects (subjectpresented, in the case of unaudited statementsor will fairly present, to normal recurring audit adjustments which are not material in amount) the results of operations operations, retained earnings and cash flowschanges in financial position, as the case may be, of the Company and its Subsidiaries for the periods set forth thereintherein (except in each case as may be indicated in the notes thereto and, in the case of unaudited statements, subject to normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with GAAP consistently applied during the periods involved, except as may be noted therein.

Company Reports; Financial Statements. The Company has made available duly and timely filed all Company Reports required to the Purchasers each registration statement, prospectus, report, proxy statement or information statement prepared by it since January 1, 2003, including the 10-Q and the 10-K in the form (including exhibits, annexes and any amendments thereto) be filed with SEC (collectively, including any such reports filed subsequent to as of the date hereof and hereof, all of which, when filed, complied in all material respects with all applicable requirements of the Securities Act of 1933, as amended, and the "Reports")Exchange Act and the rules and regulations promulgated thereunder. Correct and complete copies of the Company Reports have been, or when filed shall be, provided by the Company to Purchaser. As of their respective dates, the Company Reports did not not, and if filed subsequent to the date hereof shall not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. Each of the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) ), and if included in or incorporated by reference in a Company Report filed subsequent to the date hereof shall, fairly presents in all material respects (subject, in the case of unaudited statements, to normal recurring audit adjustments which are not material in amount) present the consolidated financial position of the Company and its Subsidiaries as of its date date, and each of the consolidated statements of operations income, of changes in stockholder equity and statements of cash flows included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents is, and if included in or incorporated by reference in a Company Report filed subsequent to the date hereof shall be, complete and correct in all material respects (subject, in the case of unaudited statements, to normal recurring audit adjustments which are not material in amount) and does or shall fairly present the results of operations operations, retained earnings and cash flows, as the case may be, of the Company and its Subsidiaries subsidiaries for the periods set forth thereinidentified therein (subject, in the case of unaudited statements, to normal year-end audit adjustments), in each case in accordance with GAAP consistently applied during the periods involved, except as may be noted therein.

Company Reports; Financial Statements. The Company has made available to the Purchasers each Each registration statement, prospectusschedule, report, proxy statement or information statement prepared by it since January 1December 31, 20031999 (the "Audit Date"), including including, without limitation, (i) the Company's Annual Report on Form 10-K for the year ended December 31, 1999 and (ii) the Company's Quarterly Reports on Form 10-Q and for the 10-K period ended March 31, 2000, each in the form (including exhibits, annexes exhibits and any amendments thereto) filed with the SEC (collectively, including any such reports filed subsequent to the date hereof and as amended, the "Company Reports")) is available on Xxxxx. As of their respective dates, the Company Reports did not not, and any Company Reports filed with the SEC subsequent to the date hereof will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. Each of the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) fairly presents in all material respects (subject, in the case of unaudited statements, to normal recurring audit adjustments which are not material in amount) the consolidated financial position of the Company and its Subsidiaries subsidiaries as of its date and each of the consolidated statements of operations and statements of income, cash flows and changes in shareholders' equity included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, cash flows and changes in shareholders' equity, as the case may be, of the Company and its subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to normal recurring year-end audit adjustments which are will not be material in amount) the results of operations and cash flows, as the case may be, of the Company and its Subsidiaries for the periods set forth thereinamount or effect), in each case in accordance with GAAP generally accepted accounting principles ("GAAP") consistently applied during the periods involved, except as may be noted therein.

Company Reports; Financial Statements. The Company Vie has made available to the Purchasers Investors each registration statement, prospectus, report, proxy statement or information statement prepared by it since January 1, 20032002, including the 10-Q and the 10-K in the form (including exhibits, annexes and any amendments thereto) filed with SEC (collectively, including any such reports filed subsequent to the date hereof and as amended, the "Company Reports"). As of their respective dates, the Company Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. Each of the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) fairly presents in all material respects (subject, in the case of unaudited statements, to normal recurring audit adjustments which are not material in amount) the consolidated financial position of the Company Vie and its Subsidiaries as of its date and each of the consolidated statements of operations and statements of cash flows included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents in all material respects (subject, in the case of unaudited statements, to normal recurring audit adjustments which are not material in amount) the results of operations and cash flows, as the case may be, of the Company Vie and its Subsidiaries for the periods set forth therein, in each case in accordance with GAAP consistently applied during the periods involved, except as may be noted therein.

Company Reports; Financial Statements. The Company has made available to the Purchasers each registration statement, prospectus, report, proxy statement or information statement prepared by it since January 1, 2003, including the 10-Q and the 10-K in the form (including exhibits, annexes and any amendments thereto) filed with SEC (collectively, including any such reports filed subsequent to the date hereof and as amended, the "ReportsREPORTS"). As of their respective dates, the Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. Each of the consolidated balance sheets included in or incorporated by reference into the Reports (including the related notes and schedules) fairly presents in all material respects (subject, in the case of unaudited statements, to normal recurring audit adjustments which are not material in amount) the consolidated financial position of the Company and its Subsidiaries as of its date and each of the consolidated statements of operations and statements of cash flows included in or incorporated by reference into the Reports (including any related notes and schedules) fairly presents in all material respects (subject, in the case of unaudited statements, to normal recurring audit adjustments which are not material in amount) the results of operations and cash flows, as the case may be, of the Company and its Subsidiaries for the periods set forth therein, in each case in accordance with GAAP consistently applied during the periods involved, except as may be noted therein.

Company Reports; Financial Statements. The Company has made available delivered to the Purchasers Parent each registration statement, prospectusschedule, report, proxy statement or information statement prepared by it since January 1December 31, 20031998 (the "Audit Date"), including including, without limitation, the Company's Annual Report on Form 10-Q and KSB for the 10-K year ended December 31, 1998 in the -12- 17 form (including exhibits, annexes exhibits and any amendments thereto) filed with the Securities and Exchange Commission (the "SEC") (the "Company Report"). As of its date, the Company Report did not contain, and no Company Report filed with the SEC (collectively, including any such reports filed subsequent to the date hereof and as amendedwill contain, the "Reports"). As of their respective dates, the Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. Each of the consolidated balance sheets included in or incorporated by reference into the Reports Company Report (including the related notes and schedules) fairly presents the consolidated financial position of the Company and its subsidiaries as of its date and each of the consolidated statements of income and of changes in all material respects financial position included in or incorporated by reference into the Company Report (including any related notes and schedules) fairly presents the results of operations, retained earnings and changes in financial position, as the case may be, of the Company and its subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to normal recurring year-end audit adjustments which are will not be material in amount) the consolidated financial position of the Company and its Subsidiaries as of its date and each of the consolidated statements of operations and statements of cash flows included in amount or incorporated by reference into the Reports (including any related notes and schedules) fairly presents in all material respects (subject, in the case of unaudited statements, to normal recurring audit adjustments which are not material in amount) the results of operations and cash flows, as the case may be, of the Company and its Subsidiaries for the periods set forth thereineffect), in each case in accordance with GAAP generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein. Other than the Company Report, the Company has not filed any other definitive reports or statements with the SEC since December 31, 1998.

Company Reports; Financial Statements. The Company has made available delivered to the Purchasers CSFB Entities, each registration statement, prospectus, report, proxy statement or information statement prepared by it since January 1December 31, 2002 (the “Audit Date”), including (i) the Company’s Annual Report on Form 10-K for the year ended December 31, 2002, and (ii) the Company’s Quarterly Reports on Form 10-Q for the periods ended March 31, 2003, including the 10-Q June 30, 2003 and the 10-K September 30, 2003, each in the form (including exhibits, annexes and any amendments thereto) filed with the SEC (collectively, including any such reports filed subsequent to the date hereof and as amended, the "“Company Reports"”). As of their respective dates, the Company Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. Each of the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) fairly presents in all material respects (subject, in the case of unaudited statements, to normal recurring audit adjustments which are not material in amount) the consolidated financial position of the Company and its Subsidiaries as of its date and each of the consolidated statements of operations income and statements of cash flows changes in financial position included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents in all material respects (subject, in the case of unaudited statements, to normal recurring audit adjustments which are not material in amount) the results of operations operations, retained earnings and cash flowschanges in financial position, as the case may be, of the Company and its Subsidiaries for the periods set forth thereintherein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with GAAP consistently applied during the periods involved, except as may be noted therein.

Company Reports; Financial Statements. The Company has made available to As of their respective dates (or, if amended, as of the Purchasers each registration statementdate of such amendment), prospectus(i) the Company's Annual Report on Form 10-K for the year ended July 31, report1999, proxy statement or information statement prepared by it since January 1, 2003, including and (ii) the Company's Quarterly Report on Form 10-Q and for the 10-K period ended October 31, 1999, each in the form (including exhibits, annexes and any amendments thereto) filed with the SEC (collectively, including any such reports filed subsequent to the date hereof and as amended, the "Company Reports"). As of their respective dates, the Reports ) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. Each of the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) fairly presents in all material respects (subjectpresents, in the case of unaudited statementsor will fairly present, to normal recurring audit adjustments which are not material in amount) the consolidated financial position of the Company and its Subsidiaries subsidiaries as of its the date of such balance sheet and each of the consolidated statements of operations income and statements of cash flows included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents in all material respects (subjectpresents, in the case of unaudited statementsor will fairly present, to normal recurring audit adjustments which are not material in amount) the results of operations and cash flows, as the case may be, of the Company and its Subsidiaries subsidiaries for the periods set forth thereinin such settlements (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with GAAP generally accepted accounting principles ("GAAP") consistently applied during the periods involved, except as may be noted therein.