Common use of Exchange Act Reports and Financial Statements Clause in Contracts

Exchange Act Reports and Financial Statements. The Company has filed with the Securities and Exchange Commission (the "Commission") all required reports, schedules, forms, proxy, registration and other statements and other documents (collectively, the "SEC Documents"). As of the date of this Agreement, the last SEC Document filed by Company was the Company's Current Report on Form 8-K dated February 6, 2001. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the Commission promulgated thereunder applicable to the SEC Documents. As of their respective filing dates, none of the SEC Documents contained any untrue statement of a material fact or 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circumstances under which they were made, not misleading, except to the extent such statements have been modified or superseded by a later SEC Document filed and publicly available prior to the Closing Date, the circumstances or bases for which modifications or supersessions have not and will not individually or in the aggregate result in any material liability or obligation on behalf of the Company under the Securities Act or the Exchange Act, the rules promulgated under the Securities Act or the Exchange Act or any federal, state or local anti-fraud, blue sky, securities or similar laws. The consolidated financial statements of the Company and its subsidiaries included in the SEC Documents (as amended or supplemented by any later filed SEC Document), comply as to form in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto, have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q of the Commission) applied on a consistent basis during the periods involved (except as may be indicated in notes thereto) and fairly present the consolidated financial position, assets and liabilities of Company and its subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments not material in amount).

Exchange Act Reports and Financial Statements. The Buyer has delivered to the Company has filed with (i) Buyer's Annual Report on Form 10-KSB for the Securities fiscal years ended December 31, 2003, containing Buyer's balance sheet at December 31, 2002 and Exchange Commission December 31, 2003 and statements of income, changes in shareholders' equity and cash flows of Buyer for the three fiscal years ended December 31, 2002 certified by Xxxxxxxx & Associates, P.C., Fairfield, New Jersey, independent auditors and December 31, 2003 certified by Israeloff Trattner & Co., independent auditors, respectively; (ii) quarterly reports in Form 10-QSB for the "Commission"three quarters ended March 31, June 30, and September 30, 2004, respectively; and (iii) all required reportsCurrent Reports on Form 8-K filed by Buyer since December 31, schedules, forms, proxy, registration and other statements and other documents 2002 (collectively, the "SEC DocumentsBuyer's Reports"). As of the date of this Agreement, the last SEC Document filed by Company was the CompanyAll Buyer's Current Report on Form 8-K dated February 6, 2001. As Reports as of their respective filing dates, the SEC Documents complied dates (i) comply in all material respects with the requirements of the Securities Exchange Act or the Exchange Act, as the case may be, and the rules and regulations of the Commission promulgated thereunder applicable to the SEC Documents. As of their respective filing datesthereunder, none of the SEC Documents contained (ii) do not contain any untrue statement of a material fact or omitted and (iii) do not 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. All such financial statements, except to including the extent such statements have been modified or superseded by a later SEC Document filed and publicly available prior to the Closing Date, the circumstances or bases for which modifications or supersessions have not and will not individually or in the aggregate result in any material liability or obligation on behalf of the Company under the Securities Act or the Exchange Act, the rules promulgated under the Securities Act or the Exchange Act or any federal, state or local anti-fraud, blue sky, securities or similar laws. The consolidated financial statements of the Company and its subsidiaries included in the SEC Documents (as amended or supplemented by any later filed SEC Document), comply as to form in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto, related notes have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q of the Commission) applied on a consistent basis during the periods involved (except as may be indicated in notes theretotherein) and fairly present the consolidated financial positioncondition, assets and liabilities of Company and its subsidiaries as of Buyer at the dates thereof and the consolidated results of their operations and changes in shareholders' equity and cash flows of Buyer for the periods then ended (stated therein, subject, in the case of unaudited the interim financial statements, to normal and recurring year-end audit adjustments and except that the interim financial statements do not contain all of the notes required by generally accepted accounting principles. In addition, Buyer does not have any material liability or obligation, fixed, contingent, known, unknown or otherwise, not reflected in amount)the balance sheet included in the Buyer's Reports, and all provisions, reserves and allowances provided for therein are adequate, except for liabilities or obligations incurred between July 1, 2004 and the date of this Agreement in the ordinary and usual course of business consistent with the representations and warranties set forth herein and that would not have been in conflict with Section 7.3 hereof if they had been incurred between the date hereof and the Closing.

Exchange Act Reports and Financial Statements. The Buyer has delivered to the Company has filed with (i) Buyer's Annual Report on Form 10-KSB for the Securities fiscal years ended December 31, 2003, containing Buyer's balance sheet at December 31, 2002 and Exchange Commission December 31, 2003 and statements of income, changes in shareholders' equity and cash flows of Buyer for the three fiscal years ended December 31, 2002 certified by Dischino & Associates, P.C., Fairfield, New Jersey, independexx xxxxtors and December 31, 2003 certified by Israeloff Trattner & Co., independent auditors, respectively; (ii) quarterly reports in Form 10-QSB for the "Commission"three quarters ended March 31, June 30, and September 30, 2004, respectively; and (iii) all required reportsCurrent Reports on Form 8-K filed by Buyer since December 31, schedules, forms, proxy, registration and other statements and other documents 2002 (collectively, the "SEC DocumentsBuyer's Reports"). As of the date of this Agreement, the last SEC Document filed by Company was the CompanyAll Buyer's Current Report on Form 8-K dated February 6, 2001. As Reports as of their respective filing dates, the SEC Documents complied dates (i) comply in all material respects with the requirements of the Securities Exchange Act or the Exchange Act, as the case may be, and the rules and regulations of the Commission promulgated thereunder applicable to the SEC Documents. As of their respective filing datesthereunder, none of the SEC Documents contained (ii) do not contain any untrue statement of a material fact or omitted and (iii) do not 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. All such financial statements, except to including the extent such statements have been modified or superseded by a later SEC Document filed and publicly available prior to the Closing Date, the circumstances or bases for which modifications or supersessions have not and will not individually or in the aggregate result in any material liability or obligation on behalf of the Company under the Securities Act or the Exchange Act, the rules promulgated under the Securities Act or the Exchange Act or any federal, state or local anti-fraud, blue sky, securities or similar laws. The consolidated financial statements of the Company and its subsidiaries included in the SEC Documents (as amended or supplemented by any later filed SEC Document), comply as to form in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto, related notes have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q of the Commission) applied on a consistent basis during the periods involved (except as may be indicated in notes theretotherein) and fairly present the consolidated financial positioncondition, assets and liabilities of Company and its subsidiaries as of Buyer at the dates thereof and the consolidated results of their operations and changes in shareholders' equity and cash flows of Buyer for the periods then ended (stated therein, subject, in the case of unaudited the interim financial statements, to normal and recurring year-end audit adjustments and except that the interim financial statements do not contain all of the notes required by generally accepted accounting principles. In addition, Buyer does not have any material liability or obligation, fixed, contingent, known, unknown or otherwise, not reflected in amount)the balance sheet included in the Buyer's Reports, and all provisions, reserves and allowances provided for therein are adequate, except for liabilities or obligations incurred between July 1, 2004 and the date of this Agreement in the EXECUTION COPY ordinary and usual course of business consistent with the representations and warranties set forth herein and that would not have been in conflict with Section 7.3 hereof if they had been incurred between the date hereof and the Closing.

Exchange Act Reports and Financial Statements. The Company has filed with the Securities and Exchange Commission (the "Commission") all required reports, schedules, forms, proxy, registration and other statements and other documents (collectively, the "SEC Documents"). As of the date of this Agreement, the last SEC Document filed by the Company was the Company's Current Report on Form 810-K dated February 6Q for the quarter ending November 2, 20012002. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the Securities Act or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as the case may be, and the rules and regulations of the Commission promulgated thereunder applicable to the SEC Documents. As of their respective filing dates, none of the SEC Documents contained any untrue statement of a material fact or 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, except to the extent such statements have been modified or superseded by a later SEC Document filed and publicly available prior to the Closing Date, the circumstances or bases for which modifications or supersessions have not and will not individually or in the aggregate result in any material liability or obligation on behalf of the Company under the Securities Act or the Exchange Act, the rules promulgated under the Securities Act or the Exchange Act or any federal, state or local anti-fraud, blue sky, securities or similar laws. The consolidated financial statements of the Company and its subsidiaries included in the SEC Documents (as amended or supplemented by any later filed SEC Document), comply as to form in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto, have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q of the Commission) applied on a consistent basis during the periods involved (except as may be indicated in notes thereto) and fairly present the consolidated financial position, assets and liabilities of the Company and its subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments not material in amount).

Exchange Act Reports and Financial Statements. The Company Purchaser has filed with the Securities and Exchange Commission (the "Commission") all required reports, schedules, forms, proxy, registration and other statements and other documents (collectively, the "SEC Documents"). As of the date of this Agreement, the last SEC Document filed by Company Purchaser was the CompanyPurchaser's Current Quarterly Report on Form 810-K dated February 6Q for the quarter ended September 30, 20011998. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the Securities Act Act, or the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), as the case may be, and the rules and regulations of the Commission promulgated thereunder applicable to the SEC Documents. As of their respective filing dates, none of the SEC Documents contained any untrue statement of a material fact or 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, except to the extent such statements have been modified or superseded by a later SEC Document filed and publicly available prior to the Closing Date, the circumstances or bases for which modifications or supersessions have not and will not individually or in the aggregate result in any material liability or obligation on behalf of the Company Purchaser under the Securities Act or Act, the Exchange Act, the rules promulgated under the Securities Act or the Exchange Act Act, or any federal, state or local anti-fraud, blue sky, securities or similar laws. The consolidated financial statements of the Company Purchaser and its subsidiaries included in the SEC Documents (as amended or -44- 52 supplemented by any later filed SEC DocumentDocument filed and publicly available prior to November 1, 1998), comply as to form in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto, have been prepared in accordance with generally accepted accounting principles GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the Commission) applied on a consistent basis during the periods involved (except as may be indicated in notes thereto) and fairly present the consolidated financial position, assets and liabilities of Company Purchaser and its subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments not material in amountadjustments).

Exchange Act Reports and Financial Statements. The Company Healthdyne has delivered to Respironics (i) Healthdyne's Annual Report on Form 10-K for the year ended December 31, 1996 containing consolidated balance sheets of Healthdyne at December 31, 1996 and 1995 and consolidated statements of earnings, shareholders' equity and cash flows of Healthdyne for the three years ended December 31, 1996, all certified by KPMG Peat Marwick LLP, independent auditors, (ii) Healthdyne's Quarterly Reports on Form 10-Q for the quarters ended March 31 and June 30, 1997 containing unaudited consolidated balance sheets of Healthdyne as of such dates and unaudited consolidated statements of earnings and cash flows of Healthdyne for the interim periods reflected therein and (iii) any Current Reports on Form 8-K filed with the Securities and Exchange Commission (the "Commission") all required reportsby Healthdyne since June 30, schedules, forms, proxy, registration and other statements and other documents 1997 (collectively, the "SEC DocumentsHealthdyne Reports"). As of the date of this Agreement, the last SEC Document filed by Company was the Company's Current Report on Form 8-K dated February 6, 2001. As All Healthdyne Reports as of their respective filing dates, the SEC Documents complied dates (i) comply in all material respects with the requirements of the Securities Exchange Act or of 1934, as amended (the "Exchange Act, as the case may be, ") and the rules and regulations of the Commission promulgated thereunder applicable to the SEC Documents. As of their respective filing datesthereunder, none of the SEC Documents contained (ii) do not contain any untrue statement of a material fact or omitted and (iii) do not 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. All such financial statements, except to including the extent such statements have been modified or superseded by a later SEC Document filed related notes and publicly available prior to the Closing Date, the circumstances or bases for which modifications or supersessions have not and will not individually or in the aggregate result in any material liability or obligation on behalf of the Company under the Securities Act or the Exchange Act, the rules promulgated under the Securities Act or the Exchange Act or any federal, state or local anti-fraud, blue sky, securities or similar laws. The consolidated financial statements of the Company and its subsidiaries included in the SEC Documents (as amended or supplemented by any later filed SEC Document), comply as to form in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect theretoschedules, have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q of the Commission) applied on a consistent basis during the periods involved (except as may be indicated in notes theretotherein) and fairly present the consolidated financial positioncondition, assets and liabilities of Company and its subsidiaries as of Healthdyne at the dates thereof and the consolidated results of their operations operations, shareholders' equity and cash flows of Healthdyne for the periods then ended (stated therein, subject, in the case of unaudited the interim financial statements, to normal and recurring year-end audit adjustments and except that the interim financial statements do not material in amount)contain all of the notes required by generally accepted accounting principles.

Exchange Act Reports and Financial Statements. The Company Healthdyne has --------------------------------------------- delivered to Respironics (i) Healthdyne's Annual Report on Form 10-K for the year ended December 31, 1996 containing consolidated balance sheets of Healthdyne at December 31, 1996 and 1995 and consolidated statements of earnings, shareholders' equity and cash flows of Healthdyne for the three years ended December 31, 1996, all certified by KPMG Peat Marwick LLP, independent auditors, (ii) Healthdyne's Quarterly Reports on Form 10-Q for the quarters ended March 31 and June 30, 1997 containing unaudited consolidated balance sheets of Healthdyne as of such dates and unaudited consolidated statements of earnings and cash flows of Healthdyne for the interim periods reflected therein and (iii) any Current Reports on Form 8-K filed with the Securities and Exchange Commission (the "Commission") all required reportsby Healthdyne since June 30, schedules, forms, proxy, registration and other statements and other documents 1997 (collectively, the "SEC DocumentsHealthdyne Reports"). As of the date of this Agreement, the last SEC Document filed by Company was the Company's Current Report on Form 8-K dated February 6, 2001. As All Healthdyne Reports as of their respective filing dates, the SEC Documents complied dates (i) comply in all material respects with the requirements of the Securities Exchange Act or of 1934, as amended (the "Exchange Act, as the case may be, ") and the rules and regulations of the Commission promulgated thereunder applicable to the SEC Documents. As of their respective filing datesthereunder, none of the SEC Documents contained (ii) do not contain any untrue statement of a material fact or omitted and (iii) do not 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. All such financial statements, except to including the extent such statements have been modified or superseded by a later SEC Document filed related notes and publicly available prior to the Closing Date, the circumstances or bases for which modifications or supersessions have not and will not individually or in the aggregate result in any material liability or obligation on behalf of the Company under the Securities Act or the Exchange Act, the rules promulgated under the Securities Act or the Exchange Act or any federal, state or local anti-fraud, blue sky, securities or similar laws. The consolidated financial statements of the Company and its subsidiaries included in the SEC Documents (as amended or supplemented by any later filed SEC Document), comply as to form in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect theretoschedules, have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q of the Commission) applied on a consistent basis during the periods involved (except as may be indicated in notes theretotherein) and fairly present the consolidated financial positioncondition, assets and liabilities of Company and its subsidiaries as of Healthdyne at the dates thereof and the consolidated results of their operations operations, shareholders' equity and cash flows of Healthdyne for the periods then ended (stated therein, subject, in the case of unaudited the interim financial statements, to normal and recurring year-end audit adjustments and except that the interim financial statements do not material in amount)contain all of the notes required by generally accepted accounting principles.

Exchange Act Reports and Financial Statements. The Company has filed with the Securities and Exchange Commission (the "Commission") all required reports, schedules, forms, proxy, registration and other statements and other documents (collectively, the "SEC Documents"). As of the date of this Agreement, the last SEC Document filed by the Company was the Company's Current Report on Form 810-K dated February 6Q for the quarter ending May 4, 20012002. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the Securities Act or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as the case may be, and the rules and regulations of the Commission promulgated thereunder applicable to the SEC Documents. As of their respective filing dates, none of the SEC Documents contained any untrue statement of a material fact or 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, except to the extent such statements have been modified or superseded by a later SEC Document filed and publicly available prior to the Closing Date, the circumstances or bases for which modifications or supersessions have not and will not individually or in the aggregate result in any material liability or obligation on behalf of the Company under the Securities Act or the Exchange Act, the rules promulgated under the Securities Act or the Exchange Act or any federal, state or local anti-fraud, blue sky, securities or similar laws. The consolidated financial statements of the Company and its subsidiaries included in the SEC Documents (as amended or supplemented by any later filed SEC Document), comply as to form in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto, have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q of the Commission) applied on a consistent basis during the periods involved (except as may be indicated in notes thereto) and fairly present the consolidated financial position, assets and liabilities of Company and its subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments not material in amount).

Exchange Act Reports and Financial Statements. The Company Respironics has --------------------------------------------- delivered to Healthdyne (i) Respironics' Annual Report on Form 10-K for the fiscal year ended June 30, 1997 containing consolidated statements of condition of Respironics at June 30, 1997 and 1996 and consolidated statements of income, changes in shareholders' equity and cash flows of Respironics for the three fiscal years ended June 30, 1997, all certified by Ernst & Young LLP, independent auditors and (ii) any Current Reports on Form 8-K filed with the Securities and Exchange Commission (the "Commission") all required reportsby Respironics since June 30, schedules, forms, proxy, registration and other statements and other documents 1997 (collectively, the "SEC DocumentsRespironics Reports"). As of the date of this Agreement, the last SEC Document filed by Company was the Company's Current Report on Form 8-K dated February 6, 2001. As All Respironics Reports as of their respective filing dates, the SEC Documents complied dates (i) comply in all material respects with the requirements of the Securities Exchange Act or the Exchange Act, as the case may be, and the rules and regulations of the Commission promulgated thereunder applicable to the SEC Documents. As of their respective filing datesthereunder, none of the SEC Documents contained (ii) do not contain any untrue statement of a material fact or omitted and (iii) do not 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. All such financial statements, except to including the extent such statements have been modified or superseded by a later SEC Document filed related notes and publicly available prior to the Closing Date, the circumstances or bases for which modifications or supersessions have not and will not individually or in the aggregate result in any material liability or obligation on behalf of the Company under the Securities Act or the Exchange Act, the rules promulgated under the Securities Act or the Exchange Act or any federal, state or local anti-fraud, blue sky, securities or similar laws. The consolidated financial statements of the Company and its subsidiaries included in the SEC Documents (as amended or supplemented by any later filed SEC Document), comply as to form in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect theretoschedules, have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q of the Commission) applied on a consistent basis during the periods involved (except as may be indicated in notes theretotherein) and fairly present the consolidated financial positioncondition, assets and liabilities of Company and its subsidiaries as of Respironics at the dates thereof and the consolidated results of their operations and changes in shareholders' equity and cash flows of Respironics for the periods then ended (stated therein, subject, in the case of unaudited the interim financial statements, to normal and recurring year-end audit adjustments and except that the interim financial statements do not material in amount)contain all of the notes required by generally accepted accounting principles.

Exchange Act Reports and Financial Statements. The Company Purchaser has filed --------------------------------------------- with the Securities and Exchange Commission (the "Commission") all required reports, schedules, forms, proxy, registration and other statements and other documents (collectively, the "SEC Documents"). As of the date of this Agreement, the last SEC Document filed by Company Purchaser was the CompanyPurchaser's Current Quarterly Report on Form 810-K dated February 6Q for the quarter ended September 30, 20011998. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the Securities Act Act, or the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), as the case may be, and the rules and regulations of the Commission promulgated thereunder applicable to the SEC Documents. As of their respective filing dates, none of the SEC Documents contained any untrue statement of a material fact or 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, except to the extent such statements have been modified or superseded by a later SEC Document filed and publicly available prior to the Closing Date, the circumstances or bases for which modifications or supersessions have not and will not individually or in the aggregate result in any material liability or obligation on behalf of the Company Purchaser under the Securities Act or Act, the Exchange Act, the rules promulgated under the Securities Act or the Exchange Act Act, or any federal, state or local anti-fraud, blue sky, securities or similar laws. The consolidated financial statements of the Company Purchaser and its subsidiaries included in the SEC Documents (as amended or supplemented by any later filed SEC DocumentDocument filed and publicly available prior to November 1, 1998), comply as to form in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto, have been prepared in accordance with generally accepted accounting principles GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the Commission) applied on a consistent basis during the periods involved (except as may be indicated in notes thereto) and fairly present the consolidated financial position, assets and liabilities of Company Purchaser and its subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments not material in amountadjustments).

Exchange Act Reports and Financial Statements. The Company Respironics has delivered to Healthdyne (i) Respironics' Annual Report on Form 10-K for the fiscal year ended June 30, 1997 containing consolidated statements of condition of Respironics at June 30, 1997 and 1996 and consolidated statements of income, changes in shareholders' equity and cash flows of Respironics for the three fiscal years ended June 30, 1997, all certified by Ernst & Young LLP, independent auditors and (ii) any Current Reports on Form 8-K filed with the Securities and Exchange Commission (the "Commission") all required reportsby Respironics since June 30, schedules, forms, proxy, registration and other statements and other documents 1997 (collectively, the "SEC DocumentsRespironics Reports"). As of the date of this Agreement, the last SEC Document filed by Company was the Company's Current Report on Form 8-K dated February 6, 2001. As All Respironics Reports as of their respective filing dates, the SEC Documents complied dates (i) comply in all material respects with the requirements of the Securities Exchange Act or the Exchange Act, as the case may be, and the rules and regulations of the Commission promulgated thereunder applicable to the SEC Documents. As of their respective filing datesthereunder, none of the SEC Documents contained (ii) do not contain any untrue statement of a material fact or omitted and (iii) do not 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. All such financial statements, except to including the extent such statements have been modified or superseded by a later SEC Document filed related notes and publicly available prior to the Closing Date, the circumstances or bases for which modifications or supersessions have not and will not individually or in the aggregate result in any material liability or obligation on behalf of the Company under the Securities Act or the Exchange Act, the rules promulgated under the Securities Act or the Exchange Act or any federal, state or local anti-fraud, blue sky, securities or similar laws. The consolidated financial statements of the Company and its subsidiaries included in the SEC Documents (as amended or supplemented by any later filed SEC Document), comply as to form in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect theretoschedules, have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q of the Commission) applied on a consistent basis during the periods involved (except as may be indicated in notes theretotherein) and fairly present the consolidated financial positioncondition, assets and liabilities of Company and its subsidiaries as of Respironics at the dates thereof and the consolidated results of their operations and changes in shareholders' equity and cash flows of Respironics for the periods then ended (stated therein, subject, in the case of unaudited the interim financial statements, to normal and recurring year-end audit adjustments and except that the interim financial statements do not material in amount)contain all of the notes required by generally accepted accounting principles.