Common use of Filings with the SEC Clause in Contracts

Filings with the SEC. (a) The Buyer has delivered or otherwise made available to Seller true and complete copies of (i) the Buyer's annual report on Form 10-K for its fiscal year ended December 31, 2008, (ii) the Buyer’s quarterly report on Form 10-Q for its fiscal quarter ended Xxxxx 00, 0000, (xxx) its proxy or information statements relating to meetings of, or actions taken without a meeting by, the shareholders of the Buyer held since inception, and (iv) all of its other reports, statements, schedules and registration statements (and all exhibits, attachments, schedules and appendixes filed with the foregoing) filed with the SEC since inception (the documents referred to in this Section 4.6, collectively, the "Buyer SEC Documents"). Except as disclosed in Schedule 4.6, the Buyer and the Buyer’s officers, directors and Affiliates have timely filed all forms, reports and documents required to be filed by the Buyer pursuant to any relevant securities statutes, regulations and rules. (b) To the Buyer’s Knowledge, as of its filing date, each Buyer SEC Document complied, as to form in all material respects with the applicable requirements of the Securities Act and the Securities Exchange Act, as the case may be. Each SEC filing filed by the Buyer subsequent to the date hereof will comply as to form with such requirements. (c) To the Buyer’s knowledge, as of its filing date (or, if amended or superseded by a filing prior to the date hereof, on the date of such filing), each Buyer SEC Document filed did not contain any untrue statement of a material fact or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. Each SEC filing filed subsequent to the date hereof will 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; provided, however, that the Buyer makes no representation or warranty with respect to any information that the Seller will supply specifically for use in any SEC filings.

Filings with the SEC. (a) The Buyer Parent has delivered or otherwise made available to Seller true and complete copies of (i) the Buyer's annual report on Form 10-K for its fiscal year ended December 31, 2008, (ii) the Buyer’s quarterly report on Form 10-Q for its fiscal quarter ended Xxxxx 00, 0000, (xxx) its proxy or information statements relating to meetings of, or actions taken without a meeting by, the shareholders of the Buyer held since inception, and (iv) all of its other reports, statements, schedules and registration statements (and all exhibits, attachments, schedules and appendixes filed with the foregoing) filed with the SEC since inception (the documents referred to in this Section 4.6, collectively, the "Buyer SEC Documents"). Except as disclosed in Schedule 4.6, the Buyer and the Buyer’s officers, directors and Affiliates have timely filed all forms, reports and documents required to be filed by Parent with the Buyer SEC pursuant to any relevant securities statutesthe Securities Act or the Exchange Act, regulations and ruleshas previously provided or made available to the Company true and complete copies of all reports filed by the Parent with the SEC since September 1, 2005 (the “Parent SEC Reports”). (b) To the BuyerParent’s Knowledgeknowledge, as of its their respective filing datedates, each Buyer the Parent SEC Document complied, as to form Reports complied in all material respects with the applicable requirements of the Securities Act and Act, the Securities Exchange Act, as and the case may beXxxxxxxx-Xxxxx Act of 2002 (including the rules and regulations promulgated thereunder) applicable to such Parent SEC Reports on the respective filing dates thereof (the “SOX Act”). Each SEC filing filed by the Buyer subsequent to the date hereof will comply as to form with such requirements. (c) To the BuyerParent’s knowledge, as of its filing date (oreach Parent SEC Report, if amended or superseded by a filing prior to the date hereofwhen filed, on the date of such filing), each Buyer SEC Document filed did not contain any untrue statement of a material fact or omit 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. Each . (c) To the Parent’s knowledge and except as disclosed in the Parent SEC filing Reports, each of the Parent financial statements (including the related footnotes) included in the Parent SEC Reports complied at the time it was filed subsequent to in all material respects with the date hereof will not contain any untrue statement applicable accounting requirements and the published rules and regulations of a the SEC with respect thereto, and presents fairly, in all material fact respects, the consolidated financial position and consolidated results of operations and cash flows of the Parent and its consolidated Subsidiaries as of the respective dates or omit to state any material fact necessary for the respective periods set forth therein, all in order to make conformity with GAAP consistently applied during the statements made periods covered thereby except as otherwise noted therein, and subject, in the light case of the circumstances under which they were madeany unaudited interim financial statements included therein, not misleading; provided, however, that the Buyer makes no representation or warranty with respect to any information that the Seller will supply specifically for use in any SEC filingsnormal year-end adjustments and an absence of complete footnotes.

Filings with the SEC. (a) The Buyer has delivered or otherwise made available to Seller Target true and complete copies of (i) the Buyer's annual report reports on Form 10-K KSB for its fiscal year years ended December 31September 30, 20082004, 2003 and 2002, (ii) the Buyer’s quarterly report on Form Buyer 10-Q QSBs for its fiscal quarter quarters ended December 31, 2004 and Xxxxx 00, 0000, (xxx) its proxy or information statements relating to meetings of, or actions taken without a meeting by, the shareholders of the Buyer held since inceptionSeptember 30, 2004, and (iv) all of its other reports, statements, schedules and registration statements (and all exhibits, attachments, schedules and appendixes filed with the foregoing) filed with the SEC since inception September 30, 2004 (the documents referred to in this Section 4.64.C.1(a), collectively, the "Buyer SEC Documents"). Except as disclosed in Schedule 4.6, the The Buyer and the Buyer’s officers, directors and Affiliates have has timely filed all forms, reports and documents required to be filed by the Buyer pursuant to any relevant securities statutes, regulations and rules. None of the Buyer's Subsidiaries is subject to the periodic reporting requirements of the Securities Exchange Act or is otherwise required to file any forms, reports or registration statements with the SEC, any state or local securities regulatory agency. (b) To the Buyer’s Knowledge, as As of its filing date, each Buyer SEC Document complied, and each such Buyer SEC Document filed subsequent to the date hereof will comply, as to form in all material respects with the applicable requirements of the Securities Act and the Securities Exchange Act, as the case may be. Each SEC filing filed by the Buyer subsequent to the date hereof will comply as to form with such requirements. (c) To the Buyer’s knowledge, as As of its filing date (or, if amended or superseded by a filing prior to the date hereof, on the date of such filing), each Buyer SEC Document filed did not not, and each such Buyer SEC Document filed subsequent to the date hereof and prior to the Closing Date will 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. Each SEC filing filed subsequent to the date hereof will 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; provided, however, that the Buyer makes no representation or warranty with respect to any information that the Seller will supply specifically for use in any SEC filings.

Filings with the SEC. (a) The Buyer has delivered or otherwise made available to Seller true and complete copies of (i) the Buyer's annual report on Form 10-K for its fiscal year ended December 31, 2008, (ii) the Buyer’s quarterly report on Form 10-Q for its fiscal quarter ended Xxxxx 00, 0000, (xxx) its proxy or information statements relating to meetings of, or actions taken without a meeting by, the shareholders of the Buyer held since inception, and (iv) all of its other reports, statements, schedules and registration statements (and all exhibits, attachments, schedules and appendixes filed with the foregoing) The Company has filed with the SEC since inception (the documents referred to in this Section 4.6, collectively, the "Buyer SEC Documents"). Except as disclosed in Schedule 4.6, the Buyer and the Buyer’s officers, directors and Affiliates have timely filed all forms, reports reports, schedules, statements and other documents required to be filed by it since January 1, 2003 through the date hereof under the Exchange Act or the Securities Act (such documents required to be filed by the Buyer pursuant to any relevant securities statutesCompany since January 1, regulations and rules. (b) To the Buyer’s Knowledge2005, as supplemented and amended since the time of its filing datefiling, each Buyer collectively, the “SEC Document complied, as to form in all material respects with the applicable requirements of the Securities Act and the Securities Exchange Act, as the case may beDocuments”). Each SEC filing Document at the time filed by (and, in the Buyer subsequent to the date hereof will comply as to form with such requirements. (c) To the Buyer’s knowledge, as case of its filing date (or, if amended or superseded by a filing prior to the date hereofregistration statements and proxy statements, on the date dates of such filing)effectiveness and the dates of mailing, each Buyer SEC Document filed respectively) (i) 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 misleadingmisleading and (ii) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be. Each The consolidated financial statements of the Company and its Subsidiaries included in the Company’s SEC filing Documents at the time filed subsequent complied as to form in all material respects with applicable accounting requirements and with the date hereof will not contain any untrue statement published rules and regulations of the SEC with respect thereto, were prepared in accordance with United States generally accepted accounting principles applied on a material fact or omit to state any material fact necessary consistent basis during the periods involved Table of Contents (except as may be indicated in order to make the statements made thereinnotes thereto or, in the light case of unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the circumstances under which they were madeSEC), not misleading; providedand fairly present (subject in the case of unaudited statements to normal year-end audit adjustments) the consolidated financial position of the Company and its Subsidiaries as of the indicated dates and the consolidated results of their operations and cash flows for the indicated periods. Since December 31, however2005, there has been no material change in the Company’s accounting methods or principles that would be required to be disclosed in the Buyer makes Company’s financial statements in accordance with generally accepted accounting principles in the United States (“GAAP”), except as disclosed in the notes to such Company financial statements. There are no representation outstanding or warranty unresolved comments in comment letters received from the SEC staff with respect to any of the SEC Documents. (ii) The Company has been and is in compliance in all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act. No officer or director of the Company is currently indebted to the Company or the Partnership. (iii) The Company has designed and maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) to ensure that material information that relating to it and its consolidated Subsidiaries is made known to its principal executive officer and principal financial officer by others within those entities. (iv) The Company has designed and maintains a system of internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Seller will supply specifically Exchange Act) sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for use external purposes in accordance with GAAP (within the meaning of such terms under the Xxxxxxxx-Xxxxx Act). The Company has disclosed, based on its most recent evaluation to its respective auditors and the audit committee of the Company’s Board of Directors (A) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect in any material respect the Company’s ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in its internal controls over financial reporting. The Company has delivered to Parent any such disclosures (i) prior to the date of this Agreement or (ii) with respect to evaluations after the date of this Agreement, promptly following the disclosures to the applicable auditors and audit committee. (v) The Company has previously provided or made available to Parent a complete and correct copy of any actual or proposed amendments or modifications to any SEC filings.Documents (including any exhibits to any SEC Documents) which have not yet been filed with the SEC. Table of Contents

Filings with the SEC. (a) The Buyer ITG has delivered or otherwise made available to Seller Knight each statement, report, registration statement (with the prospectus in the form filed pursuant to Rule 424(b) of the Securities Act), definitive proxy statement, and other filings filed with the SEC by ITG since inception and, prior to the Closing, ITG will have furnished or made available to Knight true and complete copies of (i) the Buyer's annual report on Form 10-K for its fiscal year ended December 31, 2008, (ii) the Buyer’s quarterly report on Form 10-Q for its fiscal quarter ended Xxxxx 00, 0000, (xxx) its proxy or information statements relating to meetings of, or actions taken without a meeting by, the shareholders of the Buyer held since inception, and (iv) all of its other reports, statements, schedules and registration statements (and all exhibits, attachments, schedules and appendixes filed with the foregoing) any additional documents filed with the SEC since inception by ITG after the date hereof and prior to the Closing (the documents referred to in this Section 4.6, collectively, the "Buyer “ITG SEC Documents"”). Except as disclosed in Schedule 4.6As of their respective filing dates, the Buyer and the Buyer’s officers, directors and Affiliates have timely filed all forms, reports and documents required to be filed by the Buyer pursuant to any relevant securities statutes, regulations and rules. (b) To the Buyer’s Knowledge, as of its filing date, each Buyer ITG SEC Document complied, as to form Documents complied in all material respects with the applicable requirements of the Securities Exchange Act and the Securities Exchange Act, . All documents required to be filed as the case may be. Each SEC filing filed by the Buyer subsequent exhibits to the date hereof will comply ITG SEC Documents have been so filed, and all material contracts so filed as to form exhibits are in full force and effect, except those which have expired in accordance with such requirements. (c) To their terms, and neither ITG nor any of its subsidiaries is in material default thereof. None of the Buyer’s knowledgeITG SEC Documents, as of its filing date (ortheir respective dates, if amended or superseded by a filing prior to the date hereof, on the date of such filing), each Buyer SEC Document filed did not contain contained any untrue statement of a material fact or omit omitted 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. Each On August 5, 2003, ITG filed with the SEC filing (i) a Form RW (Registration Withdrawal Request) and a Form 15-15D (Suspension of duty to report) in file no. 333-63063 (the “Suspension Filings”). Since these Suspension Filings, ITG has filed subsequent no annual, quarterly, current or other reports under § 13 or § 15(d) of the Exchange Act (collectively, “Periodic Reports”). ITG has filed all of its Periodic Reports due to the date hereof will SEC, including Periodic Reports which were due before the Suspension Filings were filed. There are currently no Periodic Reports which are due to the SEC from any time period which have not contain been filed. ITG has not received any untrue statement of a material fact or omit comment letter(s) from the SEC regarding any Periodic Report to state any material fact necessary in order which it has not responded to make the statements made therein, in the light satisfaction of the circumstances under which they were madeSEC. At or prior to the Closing, not misleading; provided, however, that ITG will have delivered to the Buyer makes no representation or warranty with respect to Knight Shareholder Representative any information that correspondence it has received from the Seller will supply specifically for use in SEC at any SEC filingstime regarding its Periodic Reports.