Common use of Exchange Act Documents; Financial Statements Clause in Contracts

Exchange Act Documents; Financial Statements. The Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006 filed with the SEC on March 14, 2007 (the “2006 10-K”) and all other documents filed by the Company with the Securities and Exchange Commission (the “SEC”) pursuant to the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC thereunder (collectively, the “Exchange Act”) since January 1, 2004 (as amended or supplemented from time to time prior to the date hereof, including the exhibits thereto, the “Exchange Act Documents”), when taken together, do not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of their respective filing dates, except as disclosed in note 2 of the Notes to Consolidated Financial Statements and under the caption “Overview—Restatement” in Item 7 (Management’s Discussion and Analysis of Financial Condition and Results of Operations), each included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004, filed with the SEC on November 22, 2005, (x) the financial statements of the Company included in the Exchange Act Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto and present fairly, in all material respects, the consolidated financial position of the Company and its consolidated subsidiaries as of the dates indicated and the results of their operations and the changes in their consolidated cash flows for the periods specified therein and (y) said financial statements have been prepared in conformity with generally accepted accounting principles and practices (“GAAP”) applied on a consistent basis, except as indicated in the notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-X promulgated by the SEC. No other information provided by or on behalf of the Company to Buyer in connection with the transactions contemplated hereby which is not included in the SEC Documents, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstance under which they are or were made, not misleading.

Exchange Act Documents; Financial Statements. The Company’s Annual Report on Form 10-K for the fiscal year ended December 31Company has filed all reports, 2006 filed with the SEC on March 14schedules, 2007 (the “2006 10-K”) forms, statements and all other documents required to be filed by the Company under the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto, being collectively referred to herein as the “Exchange Act Documents”) on a timely basis or has received a valid extension of such time of filing and has filed any such Exchange Act Document prior to the expiration of any such extension. As of their respective dates, the Exchange Act Documents complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “SECCommission”) pursuant to the Securities Exchange Act of 1934, as amendedpromulgated thereunder, and the rules and regulations none of the SEC thereunder (collectively, the “Exchange Act”) since January 1, 2004 (as amended or supplemented from time to time prior to the date hereof, including the exhibits thereto, the “Exchange Act Documents”), when taken togetherfiled, do not contain an 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 the light of the circumstances under which they were made, not misleading. As of their respective filing dates, except as disclosed in note 2 of the Notes to Consolidated Financial Statements and under the caption “Overview—Restatement” in Item 7 (Management’s Discussion and Analysis of Financial Condition and Results of Operations), each included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004, filed with the SEC on November 22, 2005, (x) the The financial statements of the Company included in the Exchange Act Documents complied as to form comply in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present fairly, in all material respects, respects the consolidated financial position of the Company and its consolidated subsidiaries Subsidiaries as of and for the dates indicated thereof and the results of their operations and the changes in their consolidated cash flows for the periods specified therein and (y) said financial statements have been prepared in conformity with generally accepted accounting principles and practices (“GAAP”) applied on a consistent basisthen ended, except as indicated in the notes thereto orsubject, in the case of unaudited statements, as permitted by Rule 10to normal, immaterial, year-01 of Regulation S-X promulgated by end audit adjustments. Except for this Agreement, there are no documents required to be filed with the SEC. No other information provided by or on behalf of the Company to Buyer Commission in connection with the transactions transaction contemplated hereby which is that (x) have not included in been filed as required pursuant to the SEC Documents, contains any untrue statement of a material fact Securities Act or omits to state any material fact necessary in order to make (y) will not be filed within the statements therein, in the light of the circumstance under which they are or were made, not misleadingrequisite time period.

Exchange Act Documents; Financial Statements. The Company’s Annual Report on Form 10-K Company has filed all Exchange Act Documents required for the fiscal year ended December 31twelve months preceding the Closing Date on a timely basis or has timely filed a valid extension of such time of filing and has filed any such Exchange Act Documents prior to the expiration of any such extension. As of their respective dates, 2006 filed the Exchange Act Documents complied in all material respects with the SEC on March 14, 2007 (the “2006 10-K”) and all other documents filed by the Company with requirements of the Securities Act and Exchange Commission (the “SEC”) pursuant to the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC thereunder (collectivelySecurities and Exchange Commission promulgated thereunder, and none of the “Exchange Act”) since January 1, 2004 (as amended or supplemented from time to time prior to the date hereof, including the exhibits thereto, the “Exchange Act Documents”), when taken togetherfiled, do not contain an 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 the light of the circumstances under which they were made, not misleading. As of their respective filing dates, except as disclosed in note 2 of the Notes to Consolidated Financial Statements and under the caption “Overview—Restatement” in Item 7 (Management’s Discussion and Analysis of Financial Condition and Results of Operations), each included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004, filed with the SEC on November 22, 2005, (x) the The financial statements of the Company included and the related notes contained in the Exchange Act Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto and present fairly, in all material respectsaccordance with generally accepted accounting principles, the consolidated financial position of the Company and its consolidated subsidiaries Subsidiaries as of the dates indicated indicated, and the results of their its operations and the changes in their consolidated cash flows for the periods therein specified therein consistent with the books and (y) said records of the Company and its Subsidiaries except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which are not expected to be material in amount. Such financial statements (including the related notes) have been prepared in conformity accordance with generally accepted accounting principles and practices (“GAAP”) applied on a consistent basisbasis throughout the periods therein specified, except as indicated may be disclosed in the notes thereto orto such financial statements, or in the case of unaudited statements, as may be permitted by Rule the SEC on Form 10-01 of Regulation S-X promulgated by QSB under the SECExchange Act and except as disclosed in the Exchange Act Documents. No The other financial information provided by or contained in the Exchange Act Documents has been prepared on behalf a basis consistent with the financial statements of the Company to Buyer in connection with the transactions contemplated hereby which is not included in the SEC Documents, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstance under which they are or were made, not misleadingCompany.

Exchange Act Documents; Financial Statements. The Company’s Annual Report on Form 10-K for the fiscal year ended December 31Company has filed all reports, 2006 filed with the SEC on March 14schedules, 2007 (the “2006 10-K”) forms, statements and all other documents required to be filed by the Company under the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto, being collectively referred to herein as the “Exchange Act Documents”) on a timely basis or has received a valid extension of such time of filing and has filed any such Exchange Act Document prior to the expiration of any such extension. As of their respective dates, the Exchange Act Documents complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “SECCommission”) pursuant to the Securities Exchange Act of 1934, as amendedpromulgated thereunder, and the rules and regulations none of the SEC thereunder (collectively, the “Exchange Act”) since January 1, 2004 (as amended or supplemented from time to time prior to the date hereof, including the exhibits thereto, the “Exchange Act Documents”), when taken togetherfiled, do not contain an 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 the light of the circumstances under which they were made, not misleading. As of their respective filing dates, except as disclosed in note 2 of the Notes The Company has never been an issuer subject to Consolidated Financial Statements and Rule 144(i) under the caption “Overview—Restatement” in Item 7 (Management’s Discussion and Analysis of Financial Condition and Results of Operations), each included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004, filed with the SEC on November 22, 2005, (x) the Securities Act. The financial statements of the Company included in the Exchange Act Documents complied as to form comply in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present fairly, in all material respects, respects the consolidated financial position of the Company and its consolidated subsidiaries Subsidiaries as of and for the dates indicated thereof and the results of their operations and the changes in their consolidated cash flows for the periods specified therein and (y) said financial statements have been prepared in conformity with generally accepted accounting principles and practices (“GAAP”) applied on a consistent basisthen ended, except as indicated in the notes thereto orsubject, in the case of unaudited statements, as permitted by Rule 10to normal, immaterial, year-01 of Regulation S-X promulgated by end audit adjustments. Except for this Agreement, there are no documents required to be filed with the SEC. No other information provided by or on behalf of the Company to Buyer Commission in connection with the transactions transaction contemplated hereby which is that (x) have not included in been filed as required pursuant to the SEC Documents, contains any untrue statement of a material fact Securities Act or omits to state any material fact necessary in order to make (y) will not be filed within the statements therein, in the light of the circumstance under which they are or were made, not misleadingrequisite time period.