Common use of Company SEC Filings Clause in Contracts

Company SEC Filings. (a) The Company has made available to Purchaser (i) the Company's annual report on Form 10-K for the fiscal year ended December 31, 2003 (the "Company 10-K"), (ii) its quarterly report on Form 10-Q for its fiscal quarter ended March 31, 2004 (the "Company 10-Q"), (iii) its current reports on Form 8-K filed on March 16, 2004 and May 11, 2004, (iv) its proxy or information statements relating to meetings of, or actions taken without a meeting by, the stockholders of the Company held since January 1, 2003, (v) all registration statements filed under the Securities Act of 1933, as amended (the "Securities Act"), including all prospectuses contained therein or constituting a prospectus thereunder (including under Rule 428 promulgated by the SEC under such act) since January 1, 2002 and any other registration statement that was in effect at any time since January 1, 2002, (vi) all amendments to any of the foregoing and all materials incorporated therein by reference and (vii) all certifications and statements with respect to any of the foregoing required by Sections 302 and 906 of the Sxxxxxxx-Xxxxx Act of 2002, and the rules and regulations of the SEC promulgated thereunder (the filings referred to in clauses (i) through (vii) being hereinafter referred to as the "Company SEC Filings"). As used in this Section, the terms "filings" and "filed" shall be broadly construed to include any manner in which a document or information is furnished, supplied or otherwise made available to the Securities and Exchange Commission (the "SEC"). (b) As of its filing date, each Company SEC Filing complied as to form in all material respects with the requirements of the applicable act and, as of its filing date and in the case of registration statements and prospectuses at all times while available for use by the Company or a selling stockholder, did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (c) All issued and outstanding Company Securities were offered, issued, sold and delivered by the Company in compliance, in all material respects, with all applicable federal and state laws concerning the issuance of securities. (d) Except as set forth on the Company Disclosure Schedule, the Company is not a party to any agreement or commitment obligating it to register under the Securities Act or offer for sale any Company Securities. (e) Since January 1, 2002, the Company has made all necessary filings with the SEC required of it under the Exchange Act and other federal securities laws.

Company SEC Filings. (a) The Company has made available since January 1, 2002 timely filed all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) with the SEC required to Purchaser (i) be filed by the Company's annual report on Form 10-K for the fiscal year ended December 31, 2003 Company (the "Company 10-KSEC Filings"), (ii) its quarterly report on Form 10-Q for its fiscal quarter ended March 31, 2004 (the "Company 10-Q"), (iii) its current reports on Form 8-K filed on March 16, 2004 and May 11, 2004, (iv) its proxy or information statements relating to meetings of. As of their respective filing dates, or actions taken without a meeting byif amended, the stockholders date of such amendment, the Company held since January 1, 2003, (v) SEC Filings complied as to form in all registration statements filed under material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), including all prospectuses contained therein or constituting a prospectus thereunder (including under Rule 428 promulgated by the SEC under such act) since January 1Exchange Act, 2002 and any other registration statement that was in effect at any time since January 1, 2002, (vi) all amendments to any of as the foregoing and all materials incorporated therein by reference and (vii) all certifications and statements with respect to any of the foregoing required by Sections 302 and 906 of the Sxxxxxxx-Xxxxx Act of 2002case may be, and the rules and regulations of the SEC promulgated thereunder (the filings referred applicable to in clauses (i) through (vii) being hereinafter referred to as the "such Company SEC Filings"). As used in this Section, None of the terms "filings" and "filed" shall be broadly construed to include any manner in which a document or information is furnished, supplied or otherwise made available to the Securities and Exchange Commission (the "SEC"). (b) As of its filing date, each Company SEC Filing complied as to form in all material respects with the requirements of the applicable act andFilings, as of its their respective filing dates, or, if amended, the dates of such amendment, if any, filed prior to the date and in the case of registration statements and prospectuses at all times while available for use by the Company or a selling stockholderhereof, did not contain contained any untrue statement of a material fact or omit omitted 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. As of the date hereof, except to the extent that information contained in any Company SEC Filing has been revised, amended, supplemented or superseded by a later-filed Company SEC Filing, to the Knowledge of the Company, none of the Company SEC Filings contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (cb) All issued and outstanding Company Securities were offered, issued, sold and delivered by The financial statements (including the related notes) of the Company included in compliancethe Company SEC Filings complied at the time they were filed, or if amended, the date of such amendment, as to form in all material respectsrespects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were prepared in accordance with generally accepted accounting principles in the United States ("GAAP") (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and each fairly presented in all applicable federal material respects the consolidated financial position of the Company and state laws concerning its Subsidiaries as of the issuance respective dates thereof and the consolidated results of securitiestheir operations and cash flows for the respective periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). (c) Except as and to the extent set forth on the consolidated balance sheet of the Company and its Subsidiaries as of December 31, 2003 included in the Company's Form 10-K for the year ended December 31, 2003, including the notes thereto (the "Company Form 10-K"), or in the financial statements included in any Company SEC Filing filed prior to the date hereof with the SEC after filing the Company Form 10-K, neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), except for (i) liabilities or obligations incurred in the ordinary course of business consistent with past practice since December 31, 2003, (ii) liabilities and obligations incurred in connection with this Agreement and the Company's performance of its obligations hereunder, and (iii) liabilities and obligations that would not reasonably be expected to have a Material Adverse Effect on the Company. None of the Subsidiaries of the Company are, or have at any time since January 1, 2002 been, subject to the reporting requirements of Sections 13(a) and 15(d) of the Exchange Act. (d) Except No "material contract" (as set forth on such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) filed as an exhibit to the Company Disclosure ScheduleForm 10-K has been amended or modified, the except for such amendments or modifications that have been filed as an exhibit to a subsequently dated Company is SEC Filing or are not a party currently required to any agreement or commitment obligating it to register under the Securities Act or offer for sale any Company Securities. (e) Since January 1, 2002, the Company has made all necessary filings be filed with the SEC required of it under the Exchange Act and other federal securities lawsSEC.

Company SEC Filings. (ai) The Company has made available filed all forms, statements, reports and documents required to Purchaser (i) the Company's annual report on Form 10-K for the fiscal year ended December 31be filed or, 2003 (the "Company 10-K")if permissible, (ii) its quarterly report on Form 10-Q for its fiscal quarter ended March 31, 2004 (the "Company 10-Q"), (iii) its current reports on Form 8-K filed on March 16, 2004 and May 11, 2004, (iv) its proxy or information statements relating to meetings of, or actions taken without a meeting by, the stockholders of the Company held since January 1, 2003, (v) all registration statements filed under the Securities Act of 1933, as amended (the "Securities Act"), including all prospectuses contained therein or constituting a prospectus thereunder (including under Rule 428 promulgated furnished by the SEC under such act) since January 1, 2002 and any other registration statement that was in effect at any time since January 1, 2002, (vi) all amendments to any of the foregoing and all materials incorporated therein by reference and (vii) all certifications and statements it with respect to any of the foregoing required by Sections 302 and 906 of the Sxxxxxxx-Xxxxx Act of 2002, and the rules and regulations of the SEC promulgated thereunder (the filings referred to in clauses (i) through (vii) being hereinafter referred to as the "Company SEC Filings"). As used in this Section, the terms "filings" and "filed" shall be broadly construed to include any manner in which a document or information is furnished, supplied or otherwise made available to the Securities and Exchange Commission (the "“SEC"). ”) since October 2, 2012 (b) As of its filing datecollectively, each the “Company SEC Filing complied as to form Reports”). The Company SEC Reports (i) were prepared in all material respects accordance with the requirements of the applicable act andSecurities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated thereunder, and (ii) did not, at the time they were filed, or, if amended, as of its filing the date and in the case of registration statements and prospectuses at all times while available for use by the Company or a selling stockholdersuch amendment, did not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. As of its filing date, each Company SEC Report complied as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as the case may be, and no Subsidiary of Company is required to file any form, report or other document with the SEC pursuant to the Exchange Act. (cii) All issued and outstanding Company Securities were offeredEach of the financial statements (including, issuedin each case, sold and delivered by any notes thereto) contained in the Company SEC Reports was prepared in complianceaccordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and each fairly presents, in all material respects, with all applicable federal the financial position, results of operations and state laws concerning cash flows of the issuance Company at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein (subject, in the case of securitiesunaudited statements, to normal year-end adjustments of a generally recurring nature). (diii) Except as and to the extent set forth on in the Company Disclosure Schedule, SEC Reports filed with the Company is not a party SEC prior to any agreement or commitment obligating it to register under the Securities Act or offer for sale any Company Securities. (e) Since January 1, 2002date hereof, the Company has made no liability or obligation of any nature (whether accrued, absolute, contingent or otherwise), except for (i) performance obligations under contracts existing on the date hereof or under applicable laws or regulations, in each case to the extent arising after the date hereof, (ii) liabilities and obligations incurred in the Ordinary Course of Business since June 30, 2013 and (iii) liabilities and obligations which, individually or in the aggregate, would not have a material adverse effect on the financial condition of the Company. (iv) There has not occurred any material adverse change, or any development constituting a prospective material adverse change, in the condition, financial or otherwise, or in the earnings, business or operations of the Company taken as a whole, from that set forth in the June 30, 10-Q. (v) Each Company SEC Filing complied when so filed in all necessary filings material respects with the SEC required of it under Exchange Act, the Exchange Securities Act and the applicable rules and regulations of the SEC thereunder. (vi) Neither the offer or sale of the Shares pursuant hereto give rise to any rights for or relating to the registration of shares of securities of the Company or other federal securities lawsof the Company.