Common use of Financial and Other Information Clause in Contracts

Financial and Other Information. (a) The Company has furnished to VIALOG copies of the financial statements of the Company and its Subsidiaries listed in Section 3.2(a) of the Disclosure Schedule (the "Financial Statements"). The Financial Statements, including in each case the notes thereto, have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby, except as otherwise noted therein, are true, correct and complete, do not contain any untrue statement of a material fact or omit to state a material fact required by GAAP to be stated therein or necessary in order to make any statements contained therein not misleading, and fairly present the financial condition and results of operations of the Company and its Subsidiaries, on the bases therein stated, as of the respective dates thereof, and for the respective periods covered thereby subject, in the case of unaudited financial statements to normal nonmaterial year-end audit adjustments and accruals. (b) Neither the Disclosure Schedule, the Financial Statements, this Agreement nor any Collateral Document furnished or to be furnished by or on behalf of the Company or any of the Stockholders pursuant to this Agreement or any Collateral Document executed or required to be executed by or on behalf of the Company or the Stockholders pursuant hereto or thereto or to consummate the Merger and the Transactions, contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact required to be stated in such document by its terms or necessary in order to make the statements contained herein or therein not misleading and all such Collateral Documents are and will be true, correct and complete in all material respects; provided that: (i) with respect to projections contained or referred to in the Disclosure Schedule, the Company represents and warrants only that such projections were prepared in good faith on the basis of the past business of the Company and other information and assumptions which the Company and the Principal Stockholder believe to be reasonable, (ii) each such Collateral Document will not be deemed misleading by virtue of the absence of factual recitations or references not germane thereto and necessary to the purpose thereof, and (iii) responses to due diligence requests will not be subject to this Section 3.2(b) except to the extent that, to the Company's knowledge, such response is materially misleading. (c) The Company does not own any capital stock or equity or proprietary interest in any other Entity or enterprise, however organized and however such interest may be denominated or evidenced, except as set forth in Sections 3.1(d) or 3.2(c) of the Disclosure Schedule. None of the Entities, if any, so set forth in Section 3.2(c) of the Disclosure Schedule is a Subsidiary of the Company except as so set forth. The Company owns all of the outstanding capital stock or equity or proprietary interests (as shown on Section 3.2(c) of the Disclosure Schedule) of each such Entity or other enterprise, free and clear of all Liens (except to the extent set forth in Section 3.2(c) of the Disclosure Schedule), and all of such stock or equity or proprietary interests have been duly authorized and validly issued and are fully paid and non-assessable. There are no outstanding Option Securities or Convertible Securities, or agreements or understandings with respect to any of the foregoing, of any nature whatsoever, except as described in Section 3.2(c) of the Disclosure Schedule.

Financial and Other Information. (a) The Company American has heretofore furnished to VIALOG Mergeparty copies of the audited consolidated financial statements of the Company American and its Subsidiaries listed set forth in Section 3.2(a) of the Disclosure Schedule its Annual Report on Form 10-K (the "American 10-K") for the fiscal year ended December 31, 1996 and the unaudited consolidated financial statements of American and its Subsidiaries set forth in its Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 1997 and its Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 1997 (the "American September 10-Q") (collectively, the "American Financial Statements"). The American Financial Statements, including in each case the notes thereto, comply as to form, in all material respects, with applicable accounting requirements and the published rules and regulations of the Commission with respect thereto, have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby, except as otherwise noted therein, are true, correct and complete, do not contain any untrue statement of a material fact or omit to state a material fact required by GAAP to be stated therein or necessary in order to make any statements contained therein not misleading, and fairly present in all material respects the financial condition and condition, results of operations and cash flows of the Company American and its Subsidiaries, Subsidiaries on the bases therein stated, as of the respective dates thereof, and for the respective periods covered thereby subject, in the case of unaudited financial statements statements, to normal nonmaterial year-end audit adjustments and accruals. . American has filed all required reports and other documents with the Commission since July 1, 1995 (b) Neither the Disclosure Schedule"American SEC Documents"). Except as set forth in the American SEC Documents filed and publicly available prior to the date of the Original Merger Agreement (the "Filed American SEC Documents"), the Financial Statements, this Agreement neither American nor any Collateral Document furnished of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which, individually or in the aggregate, would be reasonably likely to be furnished by or have a Material Adverse Effect on behalf American. None of the Company or any of the Stockholders pursuant to this Agreement or any Collateral Document executed or required to be executed by or on behalf of the Company American Disclosure Schedule or the Stockholders pursuant hereto or thereto or to consummate the Merger and the Transactions, American SEC Documents contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact required to be stated in such document by its terms herein or therein or necessary in order to make the statements contained herein or therein not misleading and all such Collateral Documents are and will be truetherein, correct and complete in all material respects; provided that: (i) with respect to projections contained or referred to in the Disclosure Schedule, the Company represents and warrants only that such projections were prepared in good faith on the basis light of the past business of the Company and other information and assumptions circumstances under which the Company and the Principal Stockholder believe to be reasonable, (ii) each such Collateral Document will they were made, not be deemed misleading by virtue of the absence of factual recitations or references not germane thereto and necessary to the purpose thereof, and (iii) responses to due diligence requests will not be subject to this Section 3.2(b) except to the extent that, to the Company's knowledge, such response is materially misleading. (c) The Company does not own any capital stock or equity or proprietary interest in any other Entity or enterprise, however organized and however such interest may be denominated or evidenced, except as set forth in Sections 3.1(d) or 3.2(c) of the Disclosure Schedule. None of the Entities, if any, so set forth in Section 3.2(c) of the Disclosure Schedule is a Subsidiary of the Company except as so set forth. The Company owns all of the outstanding capital stock or equity or proprietary interests (as shown on Section 3.2(c) of the Disclosure Schedule) of each such Entity or other enterprise, free and clear of all Liens (except to the extent set forth in Section 3.2(c) of the Disclosure Schedule), and all of such stock or equity or proprietary interests have been duly authorized and validly issued and are fully paid and non-assessable. There are no outstanding Option Securities or Convertible Securities, or agreements or understandings with respect to any of the foregoing, of any nature whatsoever, except as described in Section 3.2(c) of the Disclosure Schedule.

Financial and Other Information. (a) The Company American has heretofore furnished to VIALOG Mergeparty copies of the audited consolidated financial statements of the Company American and its Subsidiaries listed set forth in Section 3.2(a) of the Disclosure Schedule its Annual Report on Form 10-K (the "American 10-K") for the fiscal year ended December 31, 1996 and the unaudited consolidated financial statements of American and its Subsidiaries set forth in its Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 1997 (collectively, the "American Financial Statements"). The American Financial Statements, including in each case the notes thereto, comply as to form, in all material respects, with applicable accounting requirements and the published rules and regulations of the Commission with respect thereto, have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby, except as otherwise noted therein, are true, correct and complete, do not contain any untrue statement of a material fact or omit to state a material fact required by GAAP to be stated therein or necessary in order to make any statements contained therein not misleading, and fairly present in all material respects the financial condition and condition, results of operations and cash flows of the Company American and its Subsidiaries, Subsidiaries on the bases therein stated, as of the respective dates thereof, and for the respective periods covered thereby subject, in the case of unaudited financial statements statements, to normal nonmaterial year-end audit adjustments and accruals. . American has filed all required reports and other documents with the Commission since July 1, 1995 (b) Neither the Disclosure Schedule"American SEC Documents"). Except as set forth in the American SEC Documents filed and publicly available prior to the date hereof (the "Filed American SEC Documents"), the Financial Statements, this Agreement neither American nor any Collateral Document furnished of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which, individually or in the aggregate, would be reasonably likely to be furnished by or have a Material Adverse Effect on behalf American. None of the Company or any of the Stockholders pursuant to this Agreement or any Collateral Document executed or required to be executed by or on behalf of the Company American Disclosure Schedule or the Stockholders pursuant hereto or thereto or to consummate the Merger and the Transactions, American SEC Documents contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact required to be stated in such document by its terms herein or therein or necessary in order to make the statements contained herein or therein not misleading and all such Collateral Documents are and will be truetherein, correct and complete in all material respects; provided that: (i) with respect to projections contained or referred to in the Disclosure Schedule, the Company represents and warrants only that such projections were prepared in good faith on the basis light of the past business of the Company and other information and assumptions circumstances under which the Company and the Principal Stockholder believe to be reasonable, (ii) each such Collateral Document will they were made, not be deemed misleading by virtue of the absence of factual recitations or references not germane thereto and necessary to the purpose thereof, and (iii) responses to due diligence requests will not be subject to this Section 3.2(b) except to the extent that, to the Company's knowledge, such response is materially misleading. (c) The Company does not own any capital stock or equity or proprietary interest in any other Entity or enterprise, however organized and however such interest may be denominated or evidenced, except as set forth in Sections 3.1(d) or 3.2(c) of the Disclosure Schedule. None of the Entities, if any, so set forth in Section 3.2(c) of the Disclosure Schedule is a Subsidiary of the Company except as so set forth. The Company owns all of the outstanding capital stock or equity or proprietary interests (as shown on Section 3.2(c) of the Disclosure Schedule) of each such Entity or other enterprise, free and clear of all Liens (except to the extent set forth in Section 3.2(c) of the Disclosure Schedule), and all of such stock or equity or proprietary interests have been duly authorized and validly issued and are fully paid and non-assessable. There are no outstanding Option Securities or Convertible Securities, or agreements or understandings with respect to any of the foregoing, of any nature whatsoever, except as described in Section 3.2(c) of the Disclosure Schedule.

Financial and Other Information. (a) The Company has heretofore furnished to VIALOG Acquiror copies of the financial Company's audited consolidated balance sheets as of December 31, 1996 and December 31, 1995, and the related statements of income and cash flows for the Company fiscal years then ended, and its Subsidiaries listed in Section 3.2(a) the Company's unaudited consolidated balance sheet as of June 30, 1997, and the related statements of income and cash flows for the six-month period then ended, which copies are attached to the Disclosure Schedule (the "Financial Statements"). The Financial Statements, including in each case the notes thereto, have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby, except as otherwise noted therein, are true, correct and complete, do not contain any untrue statement of a material fact or omit to state a material fact required by GAAP to be stated therein or necessary in order to make any statements contained therein not misleadingSection 3.2(a) of the Disclosure Schedule, and fairly present the financial condition and results of operations of the Company and its Subsidiaries, on the bases therein stated, as of the respective dates thereof, and for the respective periods covered thereby subject, in the case of unaudited financial statements to the absences of footnotes and other presentation items and to normal nonmaterial year-end audit adjustments and accruals. (b) Neither To the Company's knowledge, neither the Disclosure Schedule, the Financial Statements, this Agreement nor any Collateral Document furnished or to be furnished by or on behalf of the Company or any of the Stockholders pursuant to this Agreement or any Collateral Document executed or required to be executed by or on behalf of the Company or the Stockholders pursuant hereto or thereto or to consummate the Merger and the Transactions, contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact required to be stated in such document by its terms or necessary in order to make the statements contained herein or therein not misleading and and, to the Company's knowledge, all such Collateral Documents are and will be true, correct and complete in all material respects; provided that: (i) with respect to projections contained or referred to in the Disclosure Schedule, the Company represents and warrants only that such projections were prepared in good faith on the basis of the past business of the Company and other information and assumptions which the Company and the Principal Stockholder believe to be reasonable, (ii) each such Collateral Document will not be deemed misleading by virtue of the absence of factual recitations or references not germane thereto and necessary to the purpose thereof, and (iii) responses to due diligence requests will not be subject to this Section 3.2(b) except to the extent that, to the Company's knowledge, such response is materially misleading. (c) The Company does not own any capital stock or equity or proprietary other interest in any other Entity or enterprise, however organized and however such interest may be denominated or evidenced, except as set forth in Sections Section 3.1(d) or 3.2(c) of the Disclosure Schedule. None of the Entities, if any, so set forth in Section 3.2(c) of the Disclosure Schedule is a Subsidiary of the Company except as so set forth. The Company owns all of the outstanding capital stock or equity or proprietary interests (as shown on Section 3.2(c) of the Disclosure Schedule) of each such Entity or other enterprise, free and clear of all Liens (except to the extent set forth in Section 3.2(c) of the Disclosure Schedule), and all of such stock or equity or proprietary interests have been duly authorized and validly issued and are fully paid and non-assessable. There are no outstanding Option Securities or Convertible Securities, or agreements or understandings with respect to any of the foregoing, of any nature whatsoever, except as described in Section 3.2(c) of the Disclosure Schedule.

Financial and Other Information. (a) The Company has furnished to VIALOG copies of the financial statements of the Company and its Subsidiaries listed in Section 3.2(a) of the Disclosure Schedule (the "Financial Statements"). The Financial Statements, including in each case the notes thereto, have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby, except as otherwise noted therein, are true, correct and complete, do not contain any untrue statement of a material fact or omit to state a material fact required by GAAP to be stated therein or necessary in order to make any statements contained therein not misleading, and fairly present the financial condition and results of operations of the Company and its Subsidiaries, on the bases therein stated, as of the respective dates thereof, and for the respective periods covered thereby subject, in the case of unaudited financial statements to normal nonmaterial year-end audit adjustments and accruals. (b) Neither the Disclosure Schedule, the Financial Statements, this Agreement nor any Collateral Document furnished or to be furnished by or on behalf of the Company or any of the Stockholders Principal Stockholder pursuant to this Agreement or any Collateral Document executed or required to be executed by or on behalf of the Company or the Stockholders Principal Stockholder pursuant hereto or thereto or to consummate the Merger Asset Purchase and the Transactions, contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact required to be stated in such document by its terms or necessary in order to make the statements contained herein or therein not misleading and all such Collateral Documents are and will be true, correct and complete in all material respects; provided that: (i) with respect to projections contained or referred to in the Disclosure Schedule, the Company represents and warrants only that such projections were prepared in good faith on the basis of the past business of the Company and other information and assumptions which the Company and the Principal Stockholder believe to be reasonable, (ii) each such Collateral Document will not be deemed misleading by virtue of the absence of factual recitations or references not germane thereto and necessary to the purpose thereof, and (iii) responses to due diligence requests will not be subject to this Section 3.2(b) except to the extent that, to the Company's knowledge, such response is materially misleading. (c) The Company does not own any capital stock or equity or proprietary interest in any other Entity or enterprise, however organized and however such interest may be denominated or evidenced, except as set forth in Sections 3.1(d) or 3.2(c) of the Disclosure Schedule. None of the Entities, if any, so set forth in Section 3.2(c) of the Disclosure Schedule is a Subsidiary of the Company except as so set forth. The Company owns all of the outstanding capital stock or equity or proprietary interests (as shown on Section 3.2(c) of the Disclosure Schedule) of each such Entity or other enterprise, free and clear of all Liens (except to the extent set forth in Section 3.2(c) of the Disclosure Schedule), and all of such stock or equity or proprietary interests have been duly authorized and validly issued and are fully paid and non-assessable. There are no outstanding Option Securities or Convertible Securities, or agreements or understandings with respect to any of the foregoing, of any nature whatsoever, except as described in Section 3.2(c) of the Disclosure Schedule.

Financial and Other Information. (a) The Company has furnished to VIALOG copies So long as TPG Persons Beneficially Own, in the aggregate, at least 25% of the financial statements Original Number of Combined Shares, the Company shall (and shall cause each of its Subsidiaries to) afford to the TPG Persons that then Beneficially Own Conversion Shares and their Representatives reasonable access, upon reasonable notice and in such manner as will not unreasonably interfere with the conduct of the Company's (or such Subsidiary's) business, to their respective properties, books, contracts, commitments and records (including information regarding any pending or threatened Proceeding to which the Company and or any of its Subsidiaries listed in Section 3.2(ais, or reasonably expects to be, a party) and to discuss the business, affairs, finances, regulatory status and other matters related to the purchase and Beneficial Ownership of the Disclosure Schedule Series A Preferred Stock, Conversion Shares, Warrants or Warrant Shares with Representatives of the Company; provided, however, that neither the Company nor any Subsidiary shall be required to disclose any such information pursuant to this Section 7.01 to the extent that such disclosure (i) would result in the "Financial Statements"). The Financial Statementsbreach or violation of the confidentiality or non-disclosure provisions of any license or agreement to which the Company or any of its Subsidiaries is a party or (ii) in the opinion of outside legal counsel to the Company, including would result in each case the notes thereto, have been prepared Company's inability to assert the attorney-client privilege with respect to such information or require premature public disclosure thereof in accordance with GAAP applied on a consistent basis throughout the periods covered thereby, except as otherwise noted therein, are true, correct applicable rules and complete, do not contain any untrue statement of a material fact or omit to state a material fact required by GAAP to be stated therein or necessary in order to make any statements contained therein not misleading, and fairly present the financial condition and results of operations regulations of the Company and its Subsidiaries, on Commission promulgated under the bases therein stated, as of the respective dates thereof, and for the respective periods covered thereby subject, in the case of unaudited financial statements to normal nonmaterial year-end audit adjustments and accrualsExchange Act. (b) Neither Upon the Disclosure Schedule, the Financial Statements, this Agreement nor any Collateral Document furnished or to be furnished by or on behalf written request of the Company, each TPG Person shall inform the Company or any of the Stockholders pursuant number of Conversion Shares, Original Number of Conversion Shares, Warrants Shares or Original Number of Warrant Shares, as applicable, then Beneficially Owned by such TPG Person. Such information shall be delivered to this Agreement or any Collateral Document executed or required to be executed by or on behalf the Company within five Business Days of the Company or delivery of such request to such TPG Person. To the Stockholders pursuant hereto or thereto or extent such information is not available to consummate the Merger and the Transactions, contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact required to be stated in such document by its terms or necessary in order to make the statements contained herein or therein not misleading and all such Collateral Documents are and will be true, correct and complete in all material respects; provided that: (i) with respect to projections contained or referred to in the Disclosure Schedulepublic, the Company represents and warrants only that shall keep such projections were prepared in good faith on the basis of the past business of the Company and other information and assumptions which the Company and the Principal Stockholder believe to be reasonable, (ii) each such Collateral Document will not be deemed misleading by virtue of the absence of factual recitations or references not germane thereto and necessary to the purpose thereof, and (iii) responses to due diligence requests will not be subject to this Section 3.2(b) except to the extent that, to the Company's knowledge, such response is materially misleadingconfidential. (c) The Company does not own any capital stock or equity or proprietary interest in any other Entity or enterprise, however organized and however such interest may be denominated or evidenced, except as set forth in Sections 3.1(d) or 3.2(c) of the Disclosure Schedule. None of the Entities, if any, so set forth in Section 3.2(c) of the Disclosure Schedule is a Subsidiary of the Company except as so set forth. The Company owns all of the outstanding capital stock or equity or proprietary interests (as shown on Section 3.2(c) of the Disclosure Schedule) of each such Entity or other enterprise, free and clear of all Liens (except to the extent set forth in Section 3.2(c) of the Disclosure Schedule), and all of such stock or equity or proprietary interests have been duly authorized and validly issued and are fully paid and non-assessable. There are no outstanding Option Securities or Convertible Securities, or agreements or understandings with respect to any of the foregoing, of any nature whatsoever, except as described in Section 3.2(c) of the Disclosure Schedule.

Financial and Other Information. (a) The Company has heretofore furnished to VIALOG Acquiror copies of the financial statements of the Company and its Subsidiaries listed in Section 3.2(a) of the Disclosure Schedule (the "Financial Statements"). The Financial Statements, including in each case the notes thereto, have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby, except as otherwise noted thereintherein or in Section 3.2(a) of the Disclosure Schedule, are true, correct and complete, do not contain any untrue statement of a material fact or omit to state a material fact required by GAAP to be stated therein or necessary in order to make any the statements contained therein not misleading, subject to normal year-end audit adjustments which adjustments, in the aggregate, shall not be material, and fairly present the financial condition and results of operations of the Company and its SubsidiariesCompany, on the bases therein stated, as of the respective dates thereof, and for the respective periods covered thereby subject, in the case of unaudited financial statements to normal nonmaterial year-end audit adjustments and accruals. (b) Neither To the Company's knowledge, neither the Disclosure Schedule, the Financial Statements, this Agreement nor any Collateral Document furnished or to be furnished by or on behalf of the Company or any of the Stockholders pursuant to this Agreement or any Collateral Document executed or required to be executed by or on behalf of the Company or the Stockholders pursuant hereto or thereto or to consummate the Merger and the Transactions, contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact required to be stated in such document by its terms or necessary in order to make the statements contained herein or therein not misleading and and, to the Company's knowledge, all such Collateral Documents are and will be true, correct and complete in all material respects; provided that: (i) with respect to projections contained or referred to in the Disclosure Schedule, the Company represents and warrants only that such projections were prepared in good faith on the basis of the past business of the Company and other information and assumptions which the Company and the Principal Stockholder believe to be reasonable, (ii) each such Collateral Document will not be deemed misleading by virtue of the absence of factual recitations or references not germane thereto and necessary to the purpose thereof, and (iii) responses to due diligence requests will not be subject to this Section 3.2(b) except to the extent that, to the Company's knowledge, such response is materially misleadingcomplete. (c) The Company does not own any capital stock or equity or proprietary other interest in any other Entity or enterprise, however organized and however such interest may be denominated or evidenced, except as set forth in Sections 3.1(d) or 3.2(c) of the Disclosure Schedule. None of the Entities, if any, so set forth in Section 3.2(c) of the Disclosure Schedule is a Subsidiary of the Company except as so set forth. The Company owns all of the outstanding capital stock or equity or proprietary interests (as shown on Section 3.2(c) of the Disclosure Schedule) of each such Entity or other enterprise, free and clear of all Liens (except to the extent set forth in Section 3.2(c) of the Disclosure Schedule), and all of such stock or equity or proprietary interests have been duly authorized and validly issued and are fully paid and non-assessable. There are no outstanding Option Securities or Convertible Securities, or agreements or understandings with respect to any of the foregoing, of any nature whatsoever, except as described in Section 3.2(c) of the Disclosure Schedule.

Financial and Other Information. (a) The Company American has heretofore furnished to VIALOG the Company copies of the consolidated financial statements of the Company American and its Subsidiaries listed in Section 3.2(a5.2(a) of the American Disclosure Schedule (the "American Financial Statements"). The American Financial Statements, including in each case the notes thereto, have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby, except as otherwise noted thereintherein or as set forth in Section 5.2(a) of the American Disclosure Schedule, are true, correct accurate and completecomplete in accordance with GAAP, do not contain any untrue statement of a material fact or omit to state a material fact required by GAAP to be stated therein or necessary in order to make any the statements contained therein not misleading, and fairly present the financial condition and results of operations of the Company American and its Subsidiaries, on the bases therein stated, as of the respective dates thereof, and for the respective periods covered thereby subject, in the case of unaudited financial statements statements, to normal nonmaterial year-end audit adjustments and accruals. (b) Neither the American Disclosure Schedule, the American Financial Statements, Statements or this Agreement nor any Collateral Document Document, data, information or statement furnished or to be furnished by or on behalf of the Company or any of the Stockholders pursuant to this Agreement or any Collateral Document executed or required to be executed by or on behalf of the Company or the Stockholders pursuant hereto or thereto or to consummate the Merger and the Transactions, contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact required to be stated in such document by its terms herein or therein or necessary in order to make the statements contained herein or therein not misleading and all such Collateral Documents Documents, data, information or statements are and will be true, correct accurate and complete in all material respects; provided that: . The documents (icollectively, the "American SEC Documents") with respect which American has filed pursuant to projections the provisions of the Securities Act or the Exchange Act, as of the date of the filing thereof, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated herein or necessary to make the statements contained or referred to therein, in light of the circumstances under which they were made, not misleading. Section 5.2(b) of the American Disclosure Schedule contains an update of certain of the information set forth in the Disclosure Schedule, American SEC Documents. No information material to the Company represents and warrants only that such projections were prepared in good faith on the basis of the past business of the Company and other information and assumptions which the Company Merger and the Principal Stockholder believe to be reasonable, (ii) each such Collateral Document will not be deemed misleading Transactions contemplated by virtue of the absence of factual recitations or references not germane thereto this Agreement and which is necessary to make the purpose thereof, and (iii) responses to due diligence requests will representations and warranties herein contained not be subject to this Section 3.2(b) except to the extent thatmisleading, to the Company's knowledgeknowledge of American, such response is materially misleading. (c) The Company does not own any capital stock or equity or proprietary interest in any other Entity or enterprise, however organized and however such interest may be denominated or evidenced, except as set forth in Sections 3.1(d) or 3.2(c) of the Disclosure Schedule. None of the Entities, if any, so set forth in Section 3.2(c) of the Disclosure Schedule is a Subsidiary of the Company except as so set forth. The Company owns all of the outstanding capital stock or equity or proprietary interests (as shown on Section 3.2(c) of the Disclosure Schedule) of each such Entity or other enterprise, free and clear of all Liens (except to the extent set forth in Section 3.2(c) of the Disclosure Schedule), and all of such stock or equity or proprietary interests have has been duly authorized and validly issued and are fully paid and non-assessable. There are no outstanding Option Securities or Convertible Securitieswithheld from, or agreements or understandings with respect to any of has not been delivered to, the foregoing, of any nature whatsoever, except as described in Section 3.2(c) of the Disclosure ScheduleCompany.

Financial and Other Information. (a) The Company has heretofore furnished to VIALOG American copies of the financial statements of the Company and its Subsidiaries listed in Section 3.2(a4.2(a) of the Company Disclosure Schedule (the "Company Financial Statements"). The Company Financial Statements, including in each case the notes thereto, if any, have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby, except as otherwise noted thereintherein or as set forth in Section 4.2(a) of the Company Disclosure Schedule (which schedule reflects the inclusion of "barter" transactions and the effects thereof), are true, correct accurate and complete, do not contain any untrue statement of a material fact or omit to state a material fact required by GAAP to be stated therein or necessary complete in order to make any statements contained therein not misleadingaccordance with GAAP, and fairly present the financial condition and results of operations of the Company and its SubsidiariesCompany, on the bases therein stated, as of the respective dates thereof, and for the respective periods covered thereby subject, in the case of unaudited financial statements statements, to normal nonmaterial year-end audit adjustments and accruals. (b) Neither the Company Disclosure Schedule, the Company Financial Statements, Statements or this Agreement nor any Collateral Document Document, data, information or statement furnished or to be furnished by or on behalf of the Company or any of the Stockholders pursuant to this Agreement or any Collateral Document executed or required to be executed by or on behalf of the Company or the Stockholders pursuant hereto or thereto or to consummate the Merger and the Transactions, contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact required to be stated in such document by its terms herein or therein or necessary in order to make the statements contained herein or therein not misleading and all such Collateral Documents Documents, data, information or statements are and will be true, correct accurate and complete in all material respects; provided that: (i) with respect to projections contained or referred to in the Disclosure Schedule, the Company represents and warrants only that such projections were prepared in good faith on the basis of the past business of the Company and other information and assumptions which the Company and the Principal Stockholder believe to be reasonable, (ii) each such Collateral Document will not be deemed misleading by virtue of the absence of factual recitations or references not germane thereto and necessary to the purpose thereof, and (iii) responses to due diligence requests will not be subject to this Section 3.2(b) except to the extent that, to the Company's knowledge, such response is materially misleading. (c) The Company does not own any capital stock or equity or proprietary interest in any other Entity or enterprise, however organized and however such interest may be denominated or evidenced, except as set forth in Sections 3.1(d) or 3.2(cSection 4.2(c) of the Company Disclosure Schedule. None of the Entities, if any, so set forth in Section 3.2(c4.2(c) of the Company Disclosure Schedule is a Subsidiary of the Company except as so set forthCompany. The Company owns all of the outstanding capital stock or equity or proprietary interests (as shown on Section 3.2(c4.2(c) of the Company Disclosure Schedule) of each such Entity or other enterprise, free and clear of all Liens (except to the extent set forth in Section 3.2(c4.2(c) of the Company Disclosure Schedule), and all of such stock or equity or proprietary interests have has been duly authorized and validly issued and are is fully paid and non-assessablenonassessable. There are no outstanding Option Securities or Convertible Securities, or agreements or understandings with respect to any of the foregoing, of any nature whatsoever. (d) The Company has no Indebtedness other than (i) the Park Center Note and the Klue Note, except as (ii) Long-term Indebtedness (including the current portion thereof) and (iii) obligations incurred in the ordinary course of business (other than for money borrowed or of a nature described in Section 3.2(cclause (b) of the Disclosure Scheduledefinition of Indebtedness).

Financial and Other Information. (a) The Company has Buyers have heretofore furnished to VIALOG Seller copies of the consolidated financial statements of the Company New Frontier and all of its Subsidiaries listed in Section 3.2(a) of the Disclosure Schedule subsidiaries (the "Buyers' Financial Statements"). The Buyers' Financial Statements, including in each case the notes thereto, have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby, except as otherwise noted thereintherein or as set forth in SCHEDULE 8.2(a) (Buyers' Disclosure Schedule), and are true, correct accurate and complete, do not contain any untrue statement of a material fact or omit to state a material fact required by GAAP to be stated therein or necessary in order to make any the statements contained therein not misleading, and fairly present the financial condition and the results of operations of the Company and its SubsidiariesBuyers, on the bases therein stated, as of the respective dates thereof, ; and for the respective periods covered thereby subject, in the case of unaudited financial statements statements, to normal nonmaterial year-end audit adjustments and accruals. (b) Neither the Buyers' Disclosure Schedule, the Buyers' Financial Statements, this Agreement nor Agreement, any Collateral Document Agreement, or any data, information or statement furnished or to be furnished by or on behalf of the Company or any of the Stockholders Buyers pursuant to this Agreement or any Collateral Document executed Agreement or required to be executed by or on behalf of the Company or the Stockholders pursuant hereto or thereto or to consummate the Merger and the Transactions, contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact required to be stated in such document by its terms herein or therein or necessary in order to make the statements contained herein or therein not misleading and all such Collateral Documents Agreements, data, information or statements are and will be true, correct accurate and complete in all material respects; provided that: (i) with respect to projections contained or referred to in the Disclosure Schedule, the Company represents and warrants only that such projections were prepared in good faith on the basis of the past business of the Company and other information and assumptions which the Company and the Principal Stockholder believe to be reasonable, (ii) each such Collateral Document will not be deemed misleading by virtue of the absence of factual recitations or references not germane thereto and necessary to the purpose thereof, and (iii) responses to due diligence requests will not be subject to this Section 3.2(b) except to the extent that, to the Company's knowledge, such response is materially misleadingcomplete. (c) The Company does not own any capital stock or equity or proprietary interest in any other Entity or enterprise, however organized and however such interest may be denominated or evidenced, except as set forth in Sections 3.1(d) or 3.2(c) of the Disclosure Schedule. None of the Entities, if any, so set forth in Section 3.2(c) of the Disclosure Schedule is a Subsidiary of the Company except as so set forth. The Company owns all of the outstanding capital stock or equity or proprietary interests (as shown on Section 3.2(c) of the Disclosure Schedule) of each such Entity or other enterprise, free and clear of all Liens (except to the extent set forth in Section 3.2(c) of the Disclosure Schedule), and all of such stock or equity or proprietary interests have been duly authorized and validly issued and are fully paid and non-assessable. There are no outstanding Option Securities or Convertible Securities, or agreements or understandings with respect to any of the foregoing, of any nature whatsoever, except as described in Section 3.2(c) of the Disclosure Schedule.

Financial and Other Information. All financial data, including, without limitation, the statements of cash flow and income and operating expense, if any, that have been delivered to Agent and/or Lenders in respect of the Property (a) The Company has furnished are true, complete and correct in all material respects (or the same have been corrected by financial data subsequently delivered to VIALOG copies Agent prior to the Closing Date), (b) fairly represent the financial condition of the financial statements Property as of the Company date of such reports, and its Subsidiaries listed in Section 3.2(a(c) of the Disclosure Schedule (the "Financial Statements"). The Financial Statements, including in each case the notes thereto, have been prepared in accordance with GAAP applied on a consistent basis and the Uniform System of Accounts in all material respects throughout the periods covered therebycovered, except as disclosed therein. The foregoing representation shall not apply to any such financial data that constitutes projections, provided that Borrower represents and warrants that such projections were made in good faith and that Borrower has no reason to believe that such projections are materially inaccurate. Except for Permitted Encumbrances, Borrower does not have any contingent liabilities, liabilities for Taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments that are known to Borrower and reasonably likely to have a materially adverse effect on the Property or the operation thereof, except as referred to or reflected in said financial statements. Since the date of the financial statements, there has been no material adverse change in any condition, fact, circumstance or event that would make the financial statements, reports, certificates or other documents submitted in connection with the Loan inaccurate, incomplete or otherwise noted thereinmisleading in any material respect or that otherwise materially and adversely, or is reasonably likely to materially and adversely affect, the Property, Borrower or its business, operations or condition (financial or otherwise). All documents furnished to Agent by or at the direction of Borrower, as part of or in support of the Loan application or pursuant to this Agreement or any of the other Loan Documents, are true, correct and complete, do not contain any untrue statement of a material fact or omit to state a material fact required by GAAP to be stated therein or necessary in order to make any statements contained therein not misleading, complete and fairly present represent the financial condition and results of operations matters to which they pertain as of the Company dates made in all material respects and its Subsidiaries, on the bases therein stated, as of there have been no materially adverse changes with respect to such matters since the respective dates thereof. In addition, there is no fact or circumstance presently known to Borrower which has not been disclosed to Agent and for the respective periods covered thereby subjectwhich materially adversely affects, in the case of unaudited financial statements or is reasonably likely to normal nonmaterial year-end audit adjustments and accruals. (b) Neither the Disclosure Schedulematerially adversely affect, the Financial StatementsProperty, this Agreement nor any Collateral Document furnished Borrower or to be furnished by its business, operations or on behalf of the Company condition (financial or any of the Stockholders pursuant to this Agreement or any Collateral Document executed or required to be executed by or on behalf of the Company or the Stockholders pursuant hereto or thereto or to consummate the Merger and the Transactions, contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact required to be stated in such document by its terms or necessary in order to make the statements contained herein or therein not misleading and all such Collateral Documents are and will be true, correct and complete in all material respects; provided that: (i) with respect to projections contained or referred to in the Disclosure Schedule, the Company represents and warrants only that such projections were prepared in good faith on the basis of the past business of the Company and other information and assumptions which the Company and the Principal Stockholder believe to be reasonable, (ii) each such Collateral Document will not be deemed misleading by virtue of the absence of factual recitations or references not germane thereto and necessary to the purpose thereof, and (iii) responses to due diligence requests will not be subject to this Section 3.2(b) except to the extent that, to the Company's knowledge, such response is materially misleadingotherwise). (c) The Company does not own any capital stock or equity or proprietary interest in any other Entity or enterprise, however organized and however such interest may be denominated or evidenced, except as set forth in Sections 3.1(d) or 3.2(c) of the Disclosure Schedule. None of the Entities, if any, so set forth in Section 3.2(c) of the Disclosure Schedule is a Subsidiary of the Company except as so set forth. The Company owns all of the outstanding capital stock or equity or proprietary interests (as shown on Section 3.2(c) of the Disclosure Schedule) of each such Entity or other enterprise, free and clear of all Liens (except to the extent set forth in Section 3.2(c) of the Disclosure Schedule), and all of such stock or equity or proprietary interests have been duly authorized and validly issued and are fully paid and non-assessable. There are no outstanding Option Securities or Convertible Securities, or agreements or understandings with respect to any of the foregoing, of any nature whatsoever, except as described in Section 3.2(c) of the Disclosure Schedule.

Financial and Other Information. (a) The Company has furnished to VIALOG copies of the financial statements of the Company and its Subsidiaries listed in Section 3.2(a) of the Disclosure Schedule Letter (the "Financial Statements"). The Financial Statements, including in each case the notes thereto, have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby, except as otherwise noted therein, are materially true, correct and complete, do not contain any untrue statement of a material fact or omit to state a material fact required by GAAP to be stated therein or necessary in order to make any statements contained therein not misleading, and fairly present the financial condition and results of operations of the Company and its Subsidiaries, on the bases therein stated, as of the respective dates thereof, and for the respective periods covered thereby subject, in the case of unaudited financial statements to normal nonmaterial year-end audit adjustments and accruals. (b) Neither the Disclosure ScheduleLetter, the Financial Statements, this Agreement nor any Collateral Document furnished or to be furnished by or on behalf of the Company or any of the Stockholders pursuant to this Agreement or any Collateral Document executed or required to be executed by or on behalf of the Company or the Stockholders pursuant hereto or thereto or to consummate the Merger and the Transactions, contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact required to be stated in such document by its terms or necessary in order to make the statements contained herein or therein not misleading and all such Collateral Documents are and will be true, correct and complete in all material respects; provided that: (i) with respect to projections contained or referred to in the Disclosure ScheduleLetter, the Company represents and warrants only that such projections were prepared in good faith on the basis of the past business of the Company and other information and assumptions which the Company and the Principal Stockholder Stockholders believe to be reasonable, (ii) each such Collateral Document will not be deemed misleading by virtue of the absence of factual recitations or references not germane thereto and necessary to the purpose thereof, and (iii) responses to due diligence requests will not be subject to this Section 3.2(b) except to the extent that, to the Company's knowledge, such response is materially misleading. (c) The Company does not own any capital stock or equity or proprietary interest in any other Entity or enterprise, however organized and however such interest may be denominated or evidenced, except as set forth in Sections 3.1(d) or 3.2(c) of the Disclosure ScheduleLetter. None of the Entities, if any, so set forth in Section 3.2(c) of the Disclosure Schedule Letter is a Subsidiary of the Company except as so set forth. The Company owns all of the outstanding capital stock or equity or proprietary interests (as shown on Section 3.2(c) of the Disclosure ScheduleLetter) of each such Entity or other enterprise, free and clear of all Liens (except to the extent set forth in Section 3.2(c) of the Disclosure ScheduleLetter), and all of such stock or equity or proprietary interests have been duly authorized and validly issued and are fully paid and non-assessable. There are no outstanding Option Securities or Convertible Securities, or agreements or understandings with respect to any of the foregoing, of any nature whatsoever, except as described in Section 3.2(c) of the Disclosure ScheduleLetter.

Financial and Other Information. (a) The Company has heretofore furnished to VIALOG Acquiror copies of the financial statements of the Company and its Subsidiaries listed in Section 3.2(a) of the Disclosure Schedule (the "Financial Statements"). The Except as set forth in Section 3.2(a) of the Disclosure Schedule or as otherwise noted therein, the Financial Statements, including in each case the notes thereto, have been prepared in accordance with GAAP (subject in the case of unaudited statements to the absence of notes and schedules) applied on a consistent basis throughout the periods covered thereby, except as otherwise noted therein, are true, correct and complete, do not contain any untrue statement of a material fact or omit to state a material fact required by GAAP to be stated therein or necessary in order to make any statements contained therein not misleading, thereby and fairly present the financial condition and results of operations of the Company and its SubsidiariesCompany, on the bases therein stated, as of the respective dates thereof, thereof and for the respective periods covered thereby thereby, subject, in the case of unaudited financial statements statements, to normal nonmaterial year-end audit adjustments and accruals. (b) Neither the Disclosure Schedule, the Financial Statements, this Agreement nor any Collateral Document furnished or to be furnished by or on behalf of the Company or any of the Stockholders pursuant to this Agreement or any Collateral Document executed or required to be executed by or on behalf of the Company or the Stockholders pursuant hereto or thereto or to consummate the Merger and the Transactions, contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact required to be stated in such document by its terms or necessary in order to make the statements contained herein or therein not misleading and all such Collateral Documents are and will be true, correct and complete in all material respects; provided that: (i) with respect to projections contained or referred to in the Disclosure Schedule, the Company represents and warrants only that such projections were prepared in good faith on the basis of the past business of the Company and other information and assumptions which the Company and the Principal Stockholder believe to be reasonable, (ii) each such Collateral Document will not be deemed misleading by virtue of the absence of factual recitations or references not germane thereto and necessary to the purpose thereof, and (iii) responses to due diligence requests will not be subject to this Section 3.2(b) except to the extent that, to the Company's knowledge, such response is materially misleadingcomplete. (c) The Company does not own any capital stock or equity or proprietary other interest in any other Entity or enterprise, however organized and however such interest may be denominated or evidenced, except as set forth in Sections 3.1(d) or 3.2(c) of the Disclosure Schedule. None of the Entities, if any, so set forth in Section 3.2(c) of the Disclosure Schedule is a Subsidiary of the Company except as so set forth. The Company owns all of the outstanding capital stock or equity or proprietary interests (as shown on Section 3.2(c) of the Disclosure Schedule) of each such Entity or other enterprise, free and clear of all Liens (except to the extent set forth in Section 3.2(c) of the Disclosure Schedule), and all of such stock or equity or proprietary interests have been duly authorized and validly issued and are fully paid and non-assessable. There are no outstanding Option Securities or Convertible Securities, or agreements or understandings with respect to any of the foregoing, of any nature whatsoever, except as described in Section 3.2(c) of the Disclosure Schedule.

Financial and Other Information. (a) The Company has furnished to VIALOG copies of the financial statements of the Company and its Subsidiaries listed in Section 3.2(a) of the Disclosure Schedule Letter (the "Financial Statements"). The Financial Statements, including in each case the notes thereto, have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby, except as otherwise noted therein, are materially true, correct and complete, do not contain any untrue statement of a material fact or omit to state a material fact required by GAAP to be stated therein or necessary in order to make any statements contained therein not misleading, and fairly present the financial condition and results of operations of the Company and its Subsidiaries, on the bases therein stated, as of the respective dates thereof, and for the respective periods covered thereby subject, in the case of unaudited financial statements to normal nonmaterial year-end audit adjustments and accruals. (b) Neither the Disclosure ScheduleLetter, the Financial Statements, this Agreement nor any Collateral Document furnished or to be furnished by or on behalf of the Company or any of the Stockholders pursuant to this Agreement or any Collateral Document executed or required to be executed by or on behalf of the Company or the Stockholders pursuant hereto or thereto or to consummate the Merger and the Transactions, contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact required to be stated in such document by its terms or necessary in order to make the statements contained herein or therein not misleading and all such Collateral Documents are and will be true, correct and complete in all material respects; provided that: (i) with respect to projections contained or referred to in the Disclosure ScheduleLetter, the Company represents and warrants only that such projections were prepared in good faith on the basis of the past business of the Company and other information and assumptions which the Company and the Principal Stockholder believe to be reasonable, (ii) each such Collateral Document will not be deemed misleading by virtue of the absence of factual recitations or references not germane thereto and necessary to the purpose thereof, and (iii) responses to due diligence requests will not be subject to this Section 3.2(b) except to the extent that, to the Company's knowledge, such response is materially misleading. (c) The Company does not own any capital stock or equity or proprietary interest in any other Entity or enterprise, however organized and however such interest may be denominated or evidenced, except as set forth in Sections 3.1(d) or 3.2(c) of the Disclosure ScheduleLetter. None of the Entities, if any, so set forth in Section 3.2(c) of the Disclosure Schedule Letter is a Subsidiary of the Company except as so set forth. The Company owns all of the outstanding capital stock or equity or proprietary interests (as shown on Section 3.2(c) of the Disclosure ScheduleLetter) of each such Entity or other enterprise, free and clear of all Liens (except to the extent set forth in Section 3.2(c) of the Disclosure ScheduleLetter), and all of such stock or equity or proprietary interests have been duly authorized and validly issued and are fully paid and non-assessable. There are no outstanding Option Securities or Convertible Securities, or agreements or understandings with respect to any of the foregoing, of any nature whatsoever, except as described in Section 3.2(c) of the Disclosure ScheduleLetter.

Financial and Other Information. (a) The Company has Arcus Parties have heretofore furnished to VIALOG Acquiror copies of the consolidated financial statements of the Company and its Subsidiaries Arcus Parties, as listed in Section 3.2(a) of the Disclosure Schedule (the "Financial Statements"). The Financial Statements, including in each case the notes thereto, have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby, except as otherwise noted therein, are true, correct and complete, do not contain any untrue statement of a material fact or omit to state a material fact required by GAAP to be stated therein or necessary in order to make any statements contained therein not misleadingSection 3.2(a) of the Disclosure Schedule, and fairly present the financial condition and results of operations of the Company such entities and its their respective Subsidiaries, on the bases therein stated, as of the respective dates thereof, and for the respective periods covered thereby subjectand include, in the case of unaudited financial statements to normal nonmaterial year-end audit statements, all material adjustments and accrualsaccruals consistent with those included in the audited financial statements. (b) Neither Except as set forth in Section 3.2(b) of the Disclosure Schedule, neither the Disclosure Schedule, the Financial Statements, this Agreement nor any Collateral Document Document, including the information memorandum prepared by Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation dated May 1997, furnished or to be furnished by or on behalf of the Company Arcus Parties or any of the Stockholders their stockholders pursuant to this Agreement or any Collateral Document executed or required to be executed by or on behalf of the Company Arcus Parties or the Stockholders pursuant hereto or thereto or their stockholders to consummate the Merger and the Transactions, contains taken as a whole, contained on the date delivered or will contain when delivered any untrue statement of a material fact or omits omitted on the date delivered or will omit when delivered to state a material fact required to be stated in such document documents by its their terms or necessary in order to make the statements contained herein or therein not misleading and and, to the Arcus Parties' knowledge, all such Collateral Documents Documents, taken as a whole, are on the date delivered and will be when delivered true, correct and complete in all material respects; provided that: (i) with respect to projections contained or referred to in the Disclosure Schedule, the Company represents and warrants only that such projections were prepared in good faith on the basis of the past business of the Company and other information and assumptions which the Company and the Principal Stockholder believe to be reasonable, (ii) each such Collateral Document will not be deemed misleading by virtue of the absence of factual recitations or references not germane thereto and necessary to the purpose thereof, and (iii) responses to due diligence requests will not be subject to this Section 3.2(b) except to the extent that, to the Company's knowledge, such response is materially misleadingcomplete. (c) The Company does not As of the date hereof, a true and correct list of all Subsidiaries of each of the Arcus Parties is set forth in Section 3.2(c) of the Disclosure Schedule. None of the Arcus Parties own any capital stock or equity or proprietary other beneficial ownership interest in any other Entity or enterprise, however organized and however such interest may be denominated or evidenced, except as set forth in Sections 3.1(d) or 3.2(c) of the Disclosure Schedule. None of the Entities, if any, so set forth in Section 3.2(c) of the Disclosure Schedule is a Subsidiary of the Company except as so set forth. The Company owns all of the outstanding capital stock or equity or proprietary interests (as shown on Section 3.2(c) of the Disclosure Schedule) of each such Entity or other enterprise, free and clear of all Liens (except to the extent set forth in Section 3.2(c) of the Disclosure Schedule), and all of such stock or equity or proprietary interests have been duly authorized and validly issued and are fully paid and non-assessable. There are no outstanding Option Securities or Convertible Securities, or agreements or understandings with respect to any of the foregoing, of any nature whatsoever, except as described in Section 3.2(c) of the Disclosure Schedule. (d) The copies of the Organic Documents and all amendments thereto of each of the Arcus Entities that have been delivered to Acquiror are true, correct and complete copies thereof, as in effect on the date hereof. The minute books of each of the Arcus Entities (other than the Company and UAC) for the period January 1, 1992 to the date hereof and the minute books of each of the Company and UAC for the period January 1, 1993 to the date hereof, copies of which have been made available to Acquiror, contain accurate minutes of all actions taken at all meetings of, and accurate consents to all actions taken without meetings by, the Board of Directors (and any committees thereof) and the stockholders of each of the Arcus Entities during such periods (except as set forth in Section 3.2(d) of the Disclosure Schedule and except to the extent any such minutes have not yet been approved by the Board of Directors of any such Arcus Entity).

Financial and Other Information. (a) The Company has furnished to VIALOG copies of the historical financial statements of (including the notes thereto) ("Company and its Subsidiaries listed in Section 3.2(a) of the Disclosure Schedule (the "Financial Statements"). The Financial Statements, including ) contained in each case the notes thereto, Company SEC Filings have been prepared in all material respects in accordance with GAAP applied on a consistent basis throughout the periods covered therebythereby (except as may be indicated in the notes thereto) and present fairly in all material respects the financial condition of the Persons reported on and their results of operations as of the dates and for the periods indicated (except as may be indicated in the notes thereto), subject in the case of the unaudited financial statements only to normal year-end adjustments (none of which will be material in amount) and the omission of footnotes. Lions Gate acknowledges and agrees that Company makes no representation, directly or indirectly, hereby or otherwise with respect to the impact of the May 2000 amendments to FASB 53. (b) The Company has filed each Company SEC filing which it was required to file with the SEC, except to the extent the failure to make such filing would not have a Material Adverse Effect on the Company or a material adverse effect on the validity, binding effect or enforceability of this Agreement or the Collateral Documents or on the ability of the Company or any of the Company to perform its obligations under this Agreement or the Collateral Documents. The Company SEC Filings did not, as otherwise noted therein, are true, correct and complete, do not of their filing dates contain any untrue statement of a material fact or omit to state a material fact required by GAAP to be stated therein or necessary in order to make any the statements contained therein therein, in light of the circumstances under which they were or will be made, not misleading. The Company SEC filings when filed materially complied with all then applicable requirements of the Securities Act or the Exchange Act, as the case may be, and fairly present the financial condition rules and results of operations of regulations promulgated by the Company and its Subsidiaries, on the bases therein stated, as of the respective dates thereof, and for the respective periods covered thereby subject, in the case of unaudited financial statements to normal nonmaterial year-end audit adjustments and accrualsSEC thereunder. (bc) Neither No written information concerning the Disclosure ScheduleCompany, the Financial Statements, this Agreement nor any Collateral Document its Subsidiaries or its Company Shareholders furnished or to be furnished Lions Gate by or on behalf of the Company specifically for inclusion in the Lions Gate Registration Statement will at the time provided, or as of any of the Stockholders pursuant to this Agreement or later time confirmed in writing by any Collateral Document executed or required to be executed by or on behalf of the Company or the Stockholders pursuant hereto or thereto or to consummate the Merger and the Transactionssuch Person, contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact required to be stated in such document by its terms therein or necessary in order to make the statements contained herein therein, in light of the circumstances under which they were or therein not misleading and all such Collateral Documents are and will be truemade, correct and complete in all material respects; provided that: (i) with respect to projections contained or referred to in the Disclosure Schedule, the Company represents and warrants only that such projections were prepared in good faith on the basis of the past business of the Company and other information and assumptions which the Company and the Principal Stockholder believe to be reasonable, (ii) each such Collateral Document will not be deemed misleading by virtue of the absence of factual recitations or references not germane thereto and necessary to the purpose thereof, and (iii) responses to due diligence requests will not be subject to this Section 3.2(b) except to the extent that, to the Company's knowledge, such response is materially misleading. (c) The Company does not own any capital stock or equity or proprietary interest in any other Entity or enterprise, however organized and however such interest may be denominated or evidenced, except as set forth in Sections 3.1(d) or 3.2(c) of the Disclosure Schedule. None of the Entities, if any, so set forth in Section 3.2(c) of the Disclosure Schedule is a Subsidiary of the Company except as so set forth. The Company owns all of the outstanding capital stock or equity or proprietary interests (as shown on Section 3.2(c) of the Disclosure Schedule) of each such Entity or other enterprise, free and clear of all Liens (except to the extent set forth in Section 3.2(c) of the Disclosure Schedule), and all of such stock or equity or proprietary interests have been duly authorized and validly issued and are fully paid and non-assessable. There are no outstanding Option Securities or Convertible Securities, or agreements or understandings with respect to any of the foregoing, of any nature whatsoever, except as described in Section 3.2(c) of the Disclosure Schedule.