Common use of Disclosure; SEC Filings Clause in Contracts

Disclosure; SEC Filings. There is no fact known to the Company which the Company has not disclosed to the Investors in writing which has or is reasonably expected to have a Materially Adverse Effect. As of the date of this Agreement, the information contained in this Agreement, the Financials and in any writing furnished pursuant hereto or in connection herewith, does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or herein or necessary to make the statements therein or herein not misleading. Additionally, the Company has delivered or has made available to the Investors true and complete copies of each registration statement, report and proxy or information statement, including any Annual Reports to Shareholders incorporated by reference in any of such reports, in form (including exhibits and any amendments thereto) required to be filed with the Commission since December 31, 1996 (collectively, the "COMPANY SEC REPORTS"). As of the respective dates the Company SEC Reports were filed, or, if any such Company SEC Report was amended, as of the date such amendment was filed, each of the Company SEC Reports (i) complied in all respects with all applicable requirements of the Securities Act and the Exchange Act, and the rules and regulations promulgated thereunder, 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, misleading. Each of the audited financial statements and unaudited interim financial statements of the Company (including any related notes and schedules) included (or incorporated by reference) in its Annual Reports on Form 10-K for each of the three fiscal years ended December 31, 1996, 1997 and 1998 and its Quarterly Reports on Form 10-Q for all interim periods subsequent thereto fairly present, in conformity with generally accepted accounting principles, the financial position of the Company as of its date and the results of operations and cash flows for the period then ended (subject to normal year-end adjustments in the case of any unaudited interim financial statements).

Disclosure; SEC Filings. There is no fact known to the Company which the Company has ----------------------- not disclosed to the Investors Investor in writing which has or is reasonably expected to will have a Materially Adverse Effect. As of the date of this Agreement, the The information contained in this Agreement, the Financials and in any writing furnished pursuant hereto or in connection herewith, does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or herein or necessary to make the statements therein or herein not misleading. Additionally, the Company has delivered or has made available to the Investors Investor, true and complete copies of each registration statement, report and proxy or information statement, including including, without limitation, any Annual Reports annual reports to Shareholders stockholders incorporated by reference in any of such reports, in form (including exhibits and any amendments thereto) required to be filed with the Commission since December 31, 1996 1998 (collectively, the "COMPANY Company SEC REPORTSReports"). As of the respective dates the Company SEC Reports were filed, or, if any such Company SEC Report was amended, as of the date such amendment was filed, each of the Company SEC Reports (i) complied in all respects with all applicable requirements of the Securities Act and the Exchange Act, and the rules and regulations promulgated thereunder, 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, misleading. Each of the audited financial statements and unaudited interim financial statements of the Company (including any related notes and schedules) included (or incorporated by reference) in its Annual Reports on Form 10-K KSB for each of the three last two fiscal years ended December 31, 1996, 1997 and 1998 and its Quarterly Reports on Form 10-Q QSB for all interim periods subsequent thereto thereto, as amended, fairly present, in conformity with generally accepted accounting principles, the financial position of the Company as of its date and the results of operations and cash flows changes in financial position for the period then ended (subject to normal year-end adjustments in the case of any unaudited interim financial statements).

Disclosure; SEC Filings. There is no fact known to the Company which the Company has not disclosed to the Investors in writing which has or is reasonably expected to will have a Materially Adverse Effect. As of the date of this Agreement, the The information contained in this Agreement, the Financials and in any writing furnished pursuant hereto or in connection herewith, does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or herein or necessary to make the statements therein or herein not misleading. Additionally, the Company has delivered or has made available to the Investors true and complete copies of each registration statement, report and proxy or information statement, including including, without limitation, any Annual Reports to Shareholders incorporated by reference in any of such reports, in form (including exhibits and any amendments thereto) required to be filed with the Commission since December 31, 1996 (collectively, the "COMPANY Company SEC REPORTSReports"). As of the respective dates the Company SEC Reports were filed, or, if any such Company SEC Report was amended, as of the date such amendment was filed, each of the Company SEC Reports (i) complied in all respects with all applicable requirements of the Securities Act and the Exchange Act, and the rules and regulations promulgated thereunder, 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, misleading. Each of the audited financial statements and unaudited interim financial statements of the Company (including any related notes and schedules) included (or incorporated by reference) in its Annual Reports on Form 10-K for each of the three fiscal years ended December 31, 1996, 1997 and 1998 and its Quarterly Reports on Form 10-Q for all interim periods subsequent thereto fairly present, in conformity with generally accepted accounting principles, the financial position of the Company as of its date and the results of operations and cash flows for the period then ended (subject to normal year-end adjustments in the case of any unaudited interim financial statements).

Disclosure; SEC Filings. There is no fact known to the Company which the Company has not disclosed to the Investors in writing which has or is reasonably expected to will have a Materially Adverse Effect. As of the date of this Agreement, the The information contained in this Agreement, the Financials and in any writing furnished pursuant hereto or in connection herewith, does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or herein or necessary to make the statements therein or herein not misleading. Additionally, the Company has delivered or has made available to the Investors CFE, as lead investor, true and complete copies of each registration statement, report and proxy or information statement, including including, without limitation, any Annual Reports annual reports to Shareholders Stockholders incorporated by reference in any of such reports, in form (including exhibits and any amendments thereto) required to be filed with the Commission since December 31, 1996 1997 (collectively, the "COMPANY SEC REPORTS"). As of the respective dates the Company SEC Reports were filed, or, if any such Company SEC Report was amended, as of the date such amendment was filed, each of the Company SEC Reports (i) complied in all respects with all applicable requirements of the Securities Act and the Exchange Act, and the rules and regulations promulgated thereunder, 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, misleading. Each of the audited financial statements and unaudited interim financial statements of the Company (including any related notes and schedules) included (or incorporated by reference) in its Annual Reports on Form 10-K KSB for each of the three last two fiscal years ended December 31, 1996, 1997 and 1998 and its Quarterly Reports on Form 10-Q QSB for all interim periods subsequent thereto fairly present, in conformity with generally accepted accounting principles, the financial position of the Company as of its date and the results of operations and cash flows changes in financial position for the period then ended (subject to normal year-end adjustments in the case of any unaudited interim financial statements).

Disclosure; SEC Filings. There is no fact known to the Company which the Company has ----------------------- not disclosed to the Investors Purchaser in writing which has or is would be reasonably expected likely to have a Materially Adverse Effect. As of the date of this Agreement, the The information contained in this Agreement, the Financials and in any writing furnished pursuant hereto or in connection herewith, does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or herein or necessary to make the statements therein or herein not misleading. Additionally, the Company has delivered or has made available to the Investors Purchaser true and complete copies of each registration statement, report and proxy or information statement, including including, without limitation, any Annual Reports annual reports to Shareholders stockholders incorporated by reference in any of such reports, in form (including exhibits and any amendments thereto) required to be filed with the Commission since December 31, 1996 1997 (collectively, the "COMPANY Company SEC REPORTSReports")) and Purchaser acknowledges it has access thereto on the Commission's XXXXX database. As of the respective dates the Company SEC Reports were filed, or, if any such Company SEC Report was amended, as of the date such amendment was filed, each of the Company SEC Reports (i) complied in all respects with all applicable requirements of the Securities Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations promulgated thereunder, 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, misleading. Each of the audited financial statements and unaudited interim financial statements of the Company (including any related notes and schedules) included (or incorporated by reference) in its Annual Reports on Form 10-K KSB for each of the three last two fiscal years ended December 31, 1996, 1997 and 1998 and its Quarterly Reports on Form 10-Q QSB for all interim periods subsequent thereto fairly present, in conformity with generally accepted accounting principles, the financial position of the Company as of its date and the results of operations and cash flows changes in financial position for the period then ended (subject to normal year-end adjustments in the case of any unaudited interim financial statements).

Disclosure; SEC Filings. There is no fact known to the Company which the Company has not disclosed to the Investors in writing which has or is reasonably expected to will have a Materially Adverse Effect. As of the date of this Agreement, the The information contained in this Agreement, the Financials and in any writing furnished pursuant hereto or in connection herewith, does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or herein or necessary to make the statements therein or herein not misleading. Additionally, the Company has delivered or has made available to the Investors CFE, as lead investor, true and complete copies of each registration statement, report and proxy or information statement, including including, without limitation, any Annual Reports annual reports to Shareholders Stockholders incorporated by reference in any of such reports, in form (including exhibits and any amendments thereto) required to be filed with the Commission since December 31, 1996 1997 (collectively, the "COMPANY SEC REPORTS"). As of the respective dates the Company SEC Reports were filed, or, if any such Company SEC Report was amended, as of the date such amendment was filed, each of the Company SEC Reports SEC (i) complied in all respects with all applicable requirements of the Securities Act and the Exchange Act, and the rules and regulations promulgated thereunder, 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, misleading. Each of the audited financial statements and unaudited interim financial statements of the Company (including any related notes and schedules) included (or incorporated by reference) in its Annual Reports on Form 10-K KSB for each of the three last two fiscal years ended December 31, 1996, 1997 and 1998 and its Quarterly Reports on Form 10-Q QSB for all interim periods subsequent thereto fairly present, in conformity with generally accepted accounting principles, the financial position of the Company as of its date and the results of operations and cash flows changes in financial position for the period then ended (subject to normal year-end adjustments in the case of any unaudited interim financial statements).