Common use of Financial Statements and Reports Clause in Contracts

Financial Statements and Reports. The Company has previously furnished Parent true and complete copies (with exhibits) of its (i) Annual Report on Form 10-K for the fiscal year ended September 30, 1998 (the "1998 Annual Report"), as filed with the SEC, (ii) proxy statements relating to all meetings of its stockholders (whether annual or special) since January 1, 1998, and (iii) all other schedules, reports and registration statements filed by the Company with the SEC since September 30, 1998 (collectively, the "SEC Filings"). As of their respective dates, the SEC Filings were prepared and filed in accordance with the applicable rules and regulations of the SEC and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Since September 30, 1998, the Company has filed with the SEC all reports and registration statements and all other filings required to be filed with the SEC under the rules and regulations of the SEC. The audited financial statements and unaudited interim financial statements of the Company, together with the notes thereto, included or incorporated by reference in the 1998 Annual Report and any other SEC Filings, respectively, have been prepared in accordance with generally accepted accounting principles applied on a consistent basis (except as may be indicated therein or in the notes thereto and subject, in the case of unaudited financial statements, to normal year-end audit adjustments) and fairly present the financial position of the Company and its subsidiaries as at the dates thereof and the results of their operations and changes in financial position for the periods then ended.

Financial Statements and Reports. The Company has previously furnished Parent true to the Purchaser true, accurate, and complete copies (with exhibits) of each registration statement, report, proxy statement, and information statement prepared by the Company since December 31, 1998, including without limitation its (i) Annual Report on Form 10-K for the fiscal year years ended September 30December 31, 1998 1998, December 31, 1999, and December 31, 2000 in the form (the "1998 Annual Report")including exhibits, as annexes and any amendments thereto) filed with the SEC, (ii) proxy statements relating to all meetings of its stockholders (whether annual or special) since January 1, 1998, and (iii) all other schedules, reports and registration statements filed by the Company with the SEC since September 30, 1998 (collectively, including any such reports filed subsequent to the date of this Agreement, the "SEC FilingsReports"). As of their respective dates, the SEC Filings were prepared Reports complied with all applicable requirements under the Securities Act, the Exchange Act, and filed in accordance with the applicable rules and regulations of thereunder, and (together with any amendments thereto filed prior to the SEC and date hereof) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under in which they were made, not misleading. Since September 30, 1998, the Company has filed with the SEC all reports and registration statements and all other filings required to be filed with the SEC under the rules and regulations Each of the SEC. The audited financial statements and unaudited interim financial consolidated balance sheets, consolidated statements of the Companyincome, together with the notes theretostockholder's equity, and of cash flows included in, or incorporated by reference into, the Reports (including any related notes and schedules) is true, accurate, and complete in all respects, and fairly presents the 1998 Annual Report consolidated financial position, the consolidated results of operations, retained earnings, and any other SEC Filingscash flows, respectivelyas the case may be, have been prepared in accordance with generally accepted accounting principles applied on a consistent basis of it and its Subsidiaries as of the dates, and for the periods, set forth therein (except as may be indicated therein or in the notes thereto and subject, in the case of unaudited financial statements, to notes and normal year-end audit adjustments) adjustments that are not material in amount or effect), in each case in accordance with GAAP. The Company has furnished to the Purchaser all correspondence since December 31, 1998 between it or its representatives, on the one hand, and fairly present the financial position SEC, on the other hand. To the Knowledge of the Company, as of the date of this Agreement, there are not pending or threatened SEC inquiries or investigations relating to it or any of the Reports. To the Knowledge of the Company and except as disclosed in the Reports or in filings by its subsidiaries holders with the SEC, as at of the dates thereof date of this Agreement, no Person or "group" `beneficially owns" 5% or more of its outstanding voting securities, with the terms "beneficially owns" and "group" having the meanings ascribed to them under Rule 13d-3 and Rule 13d-5 under the Exchange Act. The Company has made, on a timely basis, all filings with the SEC that it has been required to make, and the results Company has not received any request from the SEC to file any amendment or supplement to any Report. The Company is in full compliance with all listing rules and requirements of their operations and changes in financial position the Nasdaq Stock Market, Inc., except for the periods then endedMarketplace Rule 4310(c)(2)(B).

Financial Statements and Reports. (a) The audited consolidated balance sheets of Company has previously furnished Parent true and complete copies (its subsidiaries as of June 30, 2013, June 29, 2012 and June 24, 2011 and the related consolidated statements of comprehensive loss, stockholders’ equity and cash flows for each of the years ended June 30, 2013, June 29, 2012 and June 24, 2011, together with exhibits) of its (i) the notes thereto, reported on by Xxxxx Xxxxxxxx LLP and included in Company’s Annual Report Reports on Form 10-K for the fiscal year years ended September June 30, 1998 2013, June 29, 2012 and June 24, 2011 (the "1998 Annual Report"“Company 10-Ks”), as filed with the SEC, and the unaudited consolidated balance sheets of Company and its subsidiaries as of December 31, 2013 and related consolidated statements of comprehensive (iiloss) proxy statements relating to income and cash flows for the three months then ended, included in Company’s Quarterly Report on Form 10-Q for the period ended December 31, 2013 (the “Company 10-Q”) and collectively with the Company 10-Ks, the “Company Financial Statements”), (1) in all meetings of its stockholders (whether annual or special) since January 1, 1998material respects have been prepared from, and (iii) all other schedules, reports and registration statements filed by the Company with the SEC since September 30, 1998 (collectivelyare in accordance with, the "SEC Filings"). As books and records of Company and its subsidiaries, (2) complied as to form, as of their respective dates, the SEC Filings were prepared and filed in accordance date of filing with the SEC, in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Since September 30, 1998, the Company has filed with the SEC all reports and registration statements and all other filings required to be filed with the SEC under the rules and regulations of the SEC. The audited financial statements and unaudited interim financial statements of the Company, together with the notes respect thereto, included or incorporated by reference (3) in the 1998 Annual Report and any other SEC Filings, respectively, all material respects have been prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis and (except as may be indicated 4) present fairly in all material respects the consolidated financial position of Company and its subsidiaries at the dates set forth therein or and the consolidated results of operations, changes in stockholders’ equity and cash flows of Company and its subsidiaries for the notes thereto and subject, periods stated therein (subject in the case of unaudited financial statements, statements to normal year-end audit adjustmentsadjustments normal in nature and amount) and fairly present except, in each case, as indicated in such statements or the financial position notes thereto. As of the date hereof, Xxxxx Xxxxxxxx LLP has not resigned (or informed Company and its subsidiaries that it intends to resign) or been dismissed as at the dates thereof and the results independent public accountants of their operations and changes Company as a result of or in connection with any disagreements with Company on a matter of accounting principles or practices, financial position for the periods then endedstatement disclosure or auditing scope or procedure.

Financial Statements and Reports. The Company has previously furnished Parent true and complete copies (with exhibits) of its (i) Annual Report on Form 10-K for the fiscal year ended September 30, 1998 (the "1998 Annual Report"), as filed with the SEC, (ii) proxy statements relating to all meetings of its stockholders (whether annual or special) since Since January 1, 19981997, and (iii) the Company has filed all other schedulesreports, reports and registration statements filed by the Company and other filings, together with any amendments or supplements required to be made with respect thereto, that it has been required to file with the SEC since September 30, 1998 under the Securities Act and the Exchange Act (collectively, the "SEC Filings"). The SEC Filings were prepared and filed in accordance with the rules and regulations of the SEC. As of their respective dates, the SEC Filings were prepared and filed in accordance with the applicable rules and regulations of the SEC and did not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Since September 30, 1998, the Company has filed with the SEC all reports and registration statements and all other filings required to be filed with the SEC under the rules and regulations of the SEC. The audited financial statements and unaudited interim financial statements of the Company, together with the Company (including any related notes thereto, or schedules) included or incorporated by reference in the 1998 Annual Report and any other SEC Filings, respectively, have been Filings were prepared in accordance with generally accepted accounting principles in the United States, as in effect from time to time applied on a consistent basis ("GAAP") (except as may be indicated therein or otherwise noted in such financial statements) and present fairly in all material respects the notes thereto consolidated financial condition, results of operations and cash flows of the Company as of the dates thereof and for the periods indicated, subject, in the case of unaudited interim financial statements, to normal year-year end audit adjustments) and fairly present . Except as set forth or reflected in the financial position of SEC Filings filed subsequent to July 1, 1999 or in Schedule 2.2.5, the Company and its subsidiaries as at does not have any liabilities or obligations of any nature whatsoever (whether accrued, absolute, contingent, or otherwise) that individually or in the dates thereof and the results of their operations and changes in financial position for the periods then endedaggregate, could reasonably be expected to have a Material Adverse Effect.

Financial Statements and Reports. (a) The Company has previously furnished Parent true audited consolidated balance sheets of Purchaser and complete copies (its subsidiaries as of December 31, 2013, December 31, 2012 and December 31, 2011 and the related consolidated statements of income, stockholders’ equity and cash flows for each of the years ended December 31, 2013, December 31, 2012 and December 31, 2011, together with exhibits) of its (i) the notes thereto, reported on by PricewaterhouseCoopers LLP and included in Purchaser’s Annual Report Reports on Form 10-K for the fiscal year years ended September 30December 31, 1998 (the "1998 Annual Report")2013, December 31, 2012 and December 31, 2011, as filed with the SECSEC (i) in all material respects have been prepared from, and are in accordance with, the books and records of Purchaser and its subsidiaries; (ii) proxy fairly present in all material respects the consolidated results of operations, cash flows, changes in shareholders’ equity and consolidated financial position of Purchaser and its subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements relating to all meetings of its stockholders (whether annual or special) since January 1, 1998, year-end audit adjustments normal in nature and amount); (iii) all other schedulescomplied as to form, reports and registration statements filed by the Company with the SEC since September 30, 1998 (collectively, the "SEC Filings"). As as of their respective dates, the SEC Filings were prepared and filed in accordance dates of filing with the SEC, in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto; and did not contain any untrue statement of a (iv) in all material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Since September 30, 1998, the Company has filed with the SEC all reports and registration statements and all other filings required to be filed with the SEC under the rules and regulations of the SEC. The audited financial statements and unaudited interim financial statements of the Company, together with the notes thereto, included or incorporated by reference in the 1998 Annual Report and any other SEC Filings, respectively, respects have been prepared in accordance with generally accepted accounting principles GAAP consistently applied on a consistent basis (except during the periods involved, except, in each case, as may be indicated therein in such statements or in the notes thereto and subject, in the case of unaudited financial statements, to normal year-end audit adjustments) and fairly present the financial position thereto. As of the Company date hereof, the books and records of Purchaser and its subsidiaries have been maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions. PricewaterhouseCoopers LLP has not resigned (or informed Purchaser that indicated it intends to resign) or been dismissed as at the dates thereof and the results independent public accountants of their operations and changes Purchaser as a result of or in connection with any disagreements with Purchaser on a matter of accounting principles or practices, financial position for the periods then endedstatement disclosure or auditing scope or procedure.

Financial Statements and Reports. The Acquiror heretofore has delivered to the Company has previously furnished Parent true and complete copies of (with exhibitsa) of its Registration Statement on Form S-1 dated May 12, 1998, Registration No. 333-48559, (ib) its Registration Statement on Form S-3, dated March 13, 2000, Registration No. 333-32434, (c) its Annual Report on Form 10-K for the fiscal year ended March 31, 1999 and (d) its Quarterly Reports on Form 10-Q for the quarter ended September 30, 1998 (the "1998 Annual Report")1999 and December 31, as filed with the SEC, (ii) proxy statements relating to all meetings of its stockholders (whether annual or special) since January 1, 1998, and (iii) all other schedules, reports and registration statements filed by the Company with the SEC since September 30, 1998 1999 (collectively, the "Acquiror SEC Filings"). As of their respective dates, the The Acquiror SEC Filings made in compliance with the Exchange Act were prepared and filed in accordance with a timely manner pursuant to the applicable rules and regulations thereof. As of the respective times such documents were filed or, as applicable, became effective, the Acquiror SEC Filings complied as to form and content, in all material respects, with the requirements of the Securities Act and the Exchange Act, as the case may be, and the rules and regulations promulgated thereunder, and did not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Since September 30, 1998, the Company has filed with the SEC all reports and registration statements and all other filings required to be filed with the SEC under the rules and regulations of the SEC. The audited financial statements and unaudited interim consolidated financial statements of the Company, together with the notes thereto, Acquiror included or incorporated by reference in the 1998 Annual Report and any other Acquiror SEC Filings, respectively, have been Filings were prepared in accordance with generally accepted accounting principles GAAP, applied on a consistent basis and (except as may be indicated therein or in the notes thereto thereto) present fairly the consolidated financial position, results of operations and cash flows of the Acquiror and its consolidated subsidiaries as of the dates and for the periods indicated subject, in the case of unaudited interim consolidated financial statements, to normal recurring year-end audit adjustments) and fairly present the financial position of the Company and its subsidiaries as at the dates thereof and the results of their operations and changes in financial position for the periods then ended.

Financial Statements and Reports. The Company Transpacific has previously furnished Parent provided Coffee with true and complete copies of (with exhibitsa) of its (i) Annual Report Transpacific's annual report on Form 10-K KSB for the fiscal year ended September 30, 1998 (the "1998 Annual Report"), as filed with the SEC1996, (iib) proxy statements relating to all meetings Transpacific 's quarterly reports on Form 10-Q for the quarters ended December 31, 1996, March 31, 1997 and June 30, 1997, (c) copies of its stockholders Transpacific 's Registration Statement on Form SB-2 and Prospectus which was declared effective by the SEC on August 12, 1996, (whether annual or special) since January 1, 1998, and (iiid) all other schedulesreports, reports statements and registration statements filed by the Company it with the SEC since September 30August 12, 1998 (collectively1996. The reports, statements and registration statements referred to in the immediately preceding sentence including any that are filed subsequent to the date hereof and prior to the effective date are referred to in the Agreement as the "SEC Filings"). ." As of their respective dates, the SEC Filings were prepared and filed in accordance with the applicable rules and regulations of the SEC and did not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary to make the statements therein, therein in light of the circumstances under which they were made, not misleading. Since September 30, 1998, the Company has filed with the SEC all reports and registration statements and all other filings required to be filed with the SEC under the rules and regulations of the SEC. The audited financial statements and unaudited interim financial statements of the Company, together with the notes thereto, Transpacific included or incorporated by reference in the 1998 Annual Report and any other SEC Filings, respectively, have been Filings were prepared by an independent certified public accountant in accordance with generally accepted accounting principles applied on a consistent basis (except as may be otherwise noted in such statements) and present fairly the financial position, results of operations and changes in financial position of Transpacific as of the dates and for the periods indicated therein or in the notes thereto and subject, in the case of unaudited interim financial statements, to normal year-end audit adjustments) adjustments and fairly present the financial position any other adjustments described therein. Transpacific will have approximately $16,000, consisting of the Company proceeds from Transpacific 's initial public offering, currently held in escrow, on deposit in a bank duly licensed to do business in the State, pursuant to Rule 419 on the Effective Date. Transpacific has filed all filings required by the Securities and its subsidiaries as at Exchange Commission (the dates thereof "SEC"), and the results of their operations has complied with all SEC rules and changes in financial position for the periods then endedregulations.

Financial Statements and Reports. The Company Buyer has previously furnished Parent true and complete Parents copies (with exhibits) of its (i) Buyer's Annual Report on Form 10-K for the fiscal year ended September 30December 31, 1998 (the "1998 Annual Report")1997, as filed with the SEC, and (ii) proxy statements relating to all meetings of its stockholders (whether annual or special) since January 1, 1998, and (iii) all other schedulesreports, reports statements and registration statements filed by the Company Buyer with the SEC Securities and Exchange Commission ("SEC") since September 30January 1, 1998 (collectively, the "SEC Filings"). As of their respective dates, the The SEC Filings were prepared and filed in accordance with the applicable rules and regulations of the SEC. As of their respective dates, the SEC and Filings did not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Since September 30, 1998, the Company has filed with the SEC all reports and registration statements and all other filings required to be filed with the SEC under the rules and regulations of the SEC. The audited financial statements and unaudited interim financial statements of the Company, together with the notes thereto, Buyer included or incorporated by reference in the 1998 Annual Report and any other SEC Filings, respectively, have been Filings were prepared in accordance with generally accepted accounting principles GAAP as in effect from time to time applied on a consistent basis (except as may be indicated therein or otherwise noted in such financial statements) and present fairly in all material respects the notes thereto consolidated financial condition, results of operations and cash flows of Buyer as of the dates and for the periods indicated, subject, in the case of unaudited interim financial statements, to normal year-year end audit adjustments. Since December 31, 1997, (a) Buyer has conducted its business in a manner consistent with prior practice and fairly present in the financial position of the Company ordinary course, and its subsidiaries as at the dates thereof and the results of their operations and changes in financial position for the periods then ended(b) there has not been any Buyer Material Adverse Change.

Financial Statements and Reports. The Company Xxxxx has previously furnished Parent provided Frama with true and complete copies of (with exhibitsa) of its (i) Annual Report Brian's Quarterly Reports on Form 1000-K for the fiscal year ended September 30X xxx xxx xxxxxxxx xxxxx , 1998 (the "1998 Annual Report"), as filed with the SEC, (iix) proxy statements relating to all meetings copies of its stockholders Brian's Registration Statement on Form SB-2 and Prospectus which was declared effective by the S.E.C. on October 23, 1995, (whether annual or special) since January 1, 1998, and (iiid) all other schedulesreports, reports statements and registration statements filed by the Company it with the SEC since September 30October 23, 1998 (collectively1995. The reports, statements and registration statements referred to in the immediately preceding sentence including any that are filed subsequent to the date hereof and prior to the effective date are referred to in the Agreement as the "SEC Filings"). ." As of their respective dates, the SEC Filings were prepared and filed in accordance with the applicable rules and regulations of the SEC and did not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary to make the statements therein, therein in light of the circumstances under which they were made, not misleading. Since September 30, 1998, the Company has filed with the SEC all reports and registration statements and all other filings required to be filed with the SEC under the rules and regulations of the SEC. The audited financial statements and unaudited interim financial statements of the Company, together with the notes thereto, Xxxxx included or incorporated by reference in the 1998 Annual Report and any other SEC Filings, respectively, have been Filings were prepared by an independent certified public accountant in accordance with generally accepted accounting principles applied on a consistent basis (except as may be otherwise noted in such statements) and present fairly the financial position, results of operations and changes in financial position of Xxxxx as of the dates and for the periods indicated therein or in the notes thereto and subject, in the case of unaudited interim financial statements, to normal year-end audit adjustments) adjustments and fairly present the financial position any other adjustments described therein. Xxxxx will have approximately $40,000, consisting of the Company and its subsidiaries as at proceeds from Brian's initial public offering, currently held in escrow, on deposit in a bank duly licensed to do business in the dates thereof and State, pursuant to Rule 419 on the results of their operations and changes in financial position for the periods then endedEffective Date.

Financial Statements and Reports. The Parent has timely filed all required forms, reports, statements and documents with the Securities and Exchange Commission (the "Commission") all of which have complied in all material respects with all applicable requirements of the Securities Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Parent has delivered or made available to Company has previously furnished Parent and the Shareholders true and complete copies (with exhibits) of its (i) Parent's Annual Report on Form 10-K for the fiscal year ended September 30October 31, 1998 (the "1998 Annual Report"), as filed with the SEC2001, (ii) its proxy statements statement relating to all meetings of its Parent's annual stockholders (whether annual or special) since January 1meeting held March 26, 19982002, and (iii) all other schedulesforms, reports reports, statements and registration statements documents filed by the Company Parent with the SEC Commission since September 30October 31, 1998 2001 (collectively, the "SEC FilingsParent Reports"). As of their respective dates, the SEC Filings were prepared and filed in accordance with the applicable rules and regulations of the SEC and Parent Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. Since September 30, 1998, the Company has filed with the SEC all reports and registration statements and all other filings required to be filed with the SEC under the rules and regulations of the SEC. The audited financial statements and unaudited interim consolidated financial statements of the Company, together with the notes thereto, Parent included or incorporated by reference in the 1998 Annual Report and any other SEC Filings, respectively, have been Parent Reports were prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis (except as may be indicated therein or otherwise stated in such financial statements or, in the notes thereto case of audited statements, the related report thereon of independent certified public accounts), and present fairly the financial position and results of operations, cash flows and of changes in stockholders' equity of Parent and its consolidated subsidiaries as of the dates and for the periods indicated, subject, in the case of unaudited interim financial statements, to normal year-end audit adjustments) , none of which either singly or in the aggregate are or will be material, and fairly present except that the unaudited interim financial position statements do not contain all of the Company and its subsidiaries as at the dates thereof and the results of their operations and changes in financial position for the periods then endeddisclosures required by GAAP.

Financial Statements and Reports. The Company Purchaser has previously furnished Parent filed all required forms, reports, statements and documents with the Securities and Exchange Commission (the "Commission") all of which have complied in all material respects with all applicable requirements of the Securities Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Purchaser has delivered or made available to the Seller and the Shareholder true and complete copies (with exhibits) of its (i) Annual Report Purchaser's annual Reports on Form 10-K for the fiscal year ended September 30July 31, 1998 (the "1998 Annual Report"), as filed with the SEC1998, (ii) its proxy statements statement relating to all meetings of its Purchaser's annual stockholders meeting for the fiscal year ended July 31, 1997, (whether annual or specialiii) since reports filed on Form 10-Q for the quarters ended October 31, 1997, January 131, 19981998 and April 30, 1998 by Purchaser with the Commission pursuant to the Exchange Act, and (iiiiv) all reports, statements and other schedulesinformation provided by Purchaser to its stockholders since July 31, reports and registration statements filed by the Company with the SEC since September 30, 1998 1997 (collectively, the "SEC FilingsPurchaser Reports"). As of their respective dates, the SEC Filings were prepared and filed in accordance with the applicable rules and regulations of the SEC and Purchaser Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Since September 30, 1998, the Company has filed with the SEC all reports and registration statements and all other filings required to be filed with the SEC under the rules and regulations of the SECfact. The audited financial statements and unaudited interim consolidated financial statements of the Company, together with the notes thereto, Purchaser included or incorporated by reference in the 1998 Annual Report and any other SEC Filings, respectively, have been Purchaser Reports were prepared in accordance with generally accepted accounting principles Generally Accepted Accounting Principals ("GAAP") applied on a consistent basis (except as may be indicated therein or otherwise stated in the notes thereto and subjectsuch financial statements or, in the case of audited statements, the related report thereon of independent certified public accounts), and present fairly the financial position and results of operations, cash flows and of changes in stockholders' equity of Purchaser and its consolidated subsidiaries as of the dates and for the periods indicated, subject in the case of unaudited interim financial statements, to normal year-end audit adjustments) , none of which either singly or in the aggregate are or will be material, and fairly present except that the unaudited interim financial position statements do not contain all of the Company disclosures required by GAAP. Purchaser is and its subsidiaries as at has been subject to the dates thereof reporting requirements of the Exchange Act and has filed with the results Commission all periodic reports required to be filed by it pursuant thereto and all reports required to be filed under Sections 13, 14 or 15(d) of their operations and changes in financial position for the periods then endedExchange Act since July 31, 1991.

Financial Statements and Reports. The Company Quarterdeck has previously furnished Parent timely filed all required forms, reports, statements and documents with the Securities and Exchange Commission (the "Commission") all of which have complied in all material respects with all applicable requirements of the Securities Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Quarterdeck has delivered or made available to Limbex and the Shareholders true and complete copies (with exhibits) of its (i) Quarterdeck's Annual Report on Form 10-K for the fiscal year ended September 30, 1998 (the "1998 Annual Report"), as filed with the SEC1995, (ii) its proxy statements statement relating to all meetings of its Quarterdeck's annual stockholders (whether annual or special) since January 1meeting held February 2, 19981996, and (iii) all other schedulesforms, reports reports, statements and registration statements documents filed by the Company Quarterdeck with the SEC Commission since September 30, 1998 1995 (collectively, the "SEC FilingsQuarterdeck Reports"). As of their respective dates, the SEC Filings were prepared and filed in accordance with the applicable rules and regulations of the SEC and Quarterdeck Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. Since September 30, 1998, the Company has filed with the SEC all reports and registration statements and all other filings required to be filed with the SEC under the rules and regulations of the SEC. The audited financial statements and unaudited interim consolidated financial statements of the Company, together with the notes thereto, Quarterdeck included or incorporated by reference in the 1998 Annual Report and any other SEC Filings, respectively, have been Quarterdeck Reports were prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis (except as may be indicated therein or otherwise stated in such financial statements or, in the notes thereto case of audited statements, the related report thereon of independent certified public accounts), and present fairly the financial position and results of operations, cash flows and of changes in stockholders' equity of Quarterdeck and its consolidated subsidiaries as of the dates and for the periods indicated, subject, in the case of unaudited interim financial statements, to normal year-end audit adjustments) , none of which either singly or in the aggregate are or will be material, and fairly present except that the unaudited interim financial position statements do not contain all of the Company and its subsidiaries as at the dates thereof and the results of their operations and changes in financial position for the periods then endeddisclosures required by GAAP.

Financial Statements and Reports. The Company has previously furnished Parent timely filed all required forms, reports, statements and documents with the SEC, all of which have complied in all material respects with all applicable requirements of the Exchange Act of 1934, as amended (the "Exchange Act"), and the Securities Act of 1933, as amended (the "Securities Act"), as the case may be. The Company has delivered or made available to each Purchaser true and complete copies (with exhibits) of its (i) the Company's Annual Report on Form 10-K KSB for the fiscal year ended September June 30, 1998 (the "1998 Annual Report"), as filed with the SEC1999, (ii) its proxy statements statement relating to all meetings of its the Company's annual stockholders (whether annual or special) since January 1meeting held November 19, 19981999, and (iii) all other schedulesforms, reports reports, statements and registration statements documents filed by the Company with the SEC pursuant to the Exchange Act since September June 30, 1998 1999, and (iv) all reports, statements and other information provided by the Company to its stockholders since January 1, 1999 (collectively, the "SEC FilingsReports"). As of their respective dates, the SEC Filings were prepared and filed in accordance with the applicable rules and regulations of the SEC and Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. Since September 30, 1998, the Company has filed with the SEC all reports and registration statements and all other filings required to be filed with the SEC under the rules and regulations Each of the SEC. The audited financial statements and unaudited interim consolidated financial statements of the Company, together with the notes thereto, Company included or incorporated by reference in the 1998 Annual SEC Reports (including any such SEC Report and any other SEC Filings, respectively, have been filed after the date of this Agreement until the First Closing) were prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis (except as may be indicated therein or otherwise stated in such financial statements or, in the notes thereto case of audited statements, the related report thereon of independent certified public accounts), and present fairly the financial position and results of operations, cash flows and of changes in stockholders' equity of the Company and its consolidated subsidiaries as of the dates and for the periods indicated, subject, in the case of unaudited interim financial statements, to normal year-end audit adjustments, and except that the unaudited interim financial statements do not contain all of the disclosures required by GAAP. Since June 30, 1999 there has been no change in any of the significant accounting (including tax accounting) and fairly present the financial position policies, practices, or procedures of the Company or any of its consolidated subsidiaries. The Company is and its subsidiaries as at has been subject to the dates thereof reporting requirements of the Exchange Act and has timely filed with the results SEC all periodic reports required to be filed by it pursuant thereto and all reports required to be filed under Sections 13, 14 or 15(d) of their operations and changes in financial position for the periods then endedExchange Act since June 30, 1999.

Financial Statements and Reports. The Company USO has previously furnished Parent true heretofore -------------------------------- delivered prior to the Effective Date to the Company, in the form filed with the Securities and complete copies Exchange Commission (with the "SEC") (including any amendments thereto but excluding any exhibits) of its ), (i) its Annual Report on Form 10-K for the fiscal year ended September 30December 31, 1998 (the "1998 Annual Report"), as filed with the SEC1995, (ii) its Quarterly Report on Form 10-Q for the six months ended June 30, 1996, and (iii) all definitive proxy statements relating to all USO's meetings of its stockholders (whether annual or special) held since January June 1, 19981995 (all of the foregoing, and (iii) all other schedules, reports and registration statements filed by the Company with the SEC since September 30, 1998 (collectively, the "SEC FilingsReports"). As of their respective dates, the The SEC Filings were prepared and Reports when filed complied in accordance all material respects with the applicable requirements of the Securities Act and the Exchange Act, as the case may be, and the rules and regulations promulgated thereunder. None of the such SEC and did not contain Reports, including, without limitation, any financial statements or schedules included or incorporated by reference therein, contained, when filed, any untrue statement of a material fact or omit omitted to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Since September 30, 1998, the Company has filed with the SEC all reports and registration statements and all other filings required to be filed with the SEC under the rules and regulations of the SEC. The audited financial statements and unaudited interim financial statements of the Company, together with the notes thereto, USO included or incorporated by reference in the 1998 Annual Report and any other SEC FilingsReports fairly present, respectively, have been prepared in accordance conformity with generally accepted accounting principles applied on a consistent basis (except as may be indicated therein or in the notes thereto and subjectthereto), in the case of unaudited financial statements, to normal year-end audit adjustments) and fairly present the financial position of the Company and its subsidiaries USO as at of the dates thereof and the its results of their operations and changes in financial position for the periods then ended. As of the date hereof, USO is eligible to use Securities Act Form S-3 for the filing of a registration statement under the Securities Act to register the resale of the USO Common Stock to be issued to the Stockholders in the Merger.

Financial Statements and Reports. The Company ALC has previously furnished Parent made available to Retirement true and complete copies of (with exhibitsa) of its (i) Annual Report on Form 10-K for the fiscal year ended September 30December 31, 1998 1997 (the "1998 Annual ReportALC 10-K"), as filed with the SEC, Commission; (ii) proxy statements relating to all meetings of its stockholders (whether annual or special) since January 1, 1998, and (iiib) all other schedules, reports and registration statements filed by ALC and declared effective under the Company Securities Act; and (c) all other reports, statements, and registration statements (including Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, but excluding preliminary material) filed by it with the SEC since September 30Commission. The reports, 1998 statements, and registration statements referred to in the immediately preceding sentence (collectivelyincluding, without limitation, any financial statements, schedules, or other information included or incorporated by reference therein) are referred to in this Agreement as the "ALC SEC Filings"). As of their respective dates, the ." ALC has timely filed all required ALC SEC Filings were prepared and filed in accordance with the applicable Commission since October 31, 1997, each of which, as of the respective times such documents were filed or, as applicable, were declared effective, 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 promulgated thereunder, except for such noncompliance that, individually or in the SEC aggregate, would not have a Material Adverse Effect on ALC, and did not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Since September 30, 1998, The financial statements of ALC included in the Company has filed ALC SEC Filings comply as to form in all material respect with applicable accounting requirements and with the SEC all reports and registration statements and all other filings required to be filed with the SEC under the published rules and regulations of the SEC. The audited financial statements and unaudited interim financial statements of the Company, together Commission with the notes respect thereto, included or incorporated by reference in the 1998 Annual Report and any other SEC Filings, respectively, have been were prepared in accordance with generally accepted accounting principles applied on a consistent basis (except as may be indicated therein or in effect at the notes thereto and subject, in the case of unaudited financial statements, to normal year-end audit adjustments) and fairly present the financial position time of the Company and its subsidiaries as at the dates thereof and the results of their operations and changes in financial position for the periods then ended.filing thereof) applied

Financial Statements and Reports. (a) The Company has previously furnished Parent timely filed all required forms, reports, statements and documents with the SEC, all of which have complied in all material respects with all applicable requirements of the Securities Act of 1933, as amended (the "SECURITIES ACT"), and the Securities Exchange Act of 0000 (xxx "XXXXXXXX XXX"). The Company has delivered to the Lender true and complete copies (with exhibits) of its the Company's (i) Annual Report on Form 10-K for the fiscal year years ended September April 30, 1998 (the "1998 Annual Report")2000, as filed with the SEC2001 and 2002, (ii) proxy statements Proxy Statements relating to all meetings of its stockholders the Company's shareholders (whether annual or special) held since January 1Xxxxx 00, 19980000, and (iiixxx) all other schedulesforms, reports reports, statements and registration statements documents filed by the Company with the SEC since September April 30, 1998 2000, and (iv) all reports, statements, documents and other information provided by the Company to public security holders since April 30, 2000 (collectively, the items referred to in clauses (i) through (iv) are hereinafter referred to as the "SEC FilingsCOMPANY Reports"). As of their respective dates, the SEC Filings were prepared and filed in accordance with the applicable rules and regulations of the SEC and Company Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Since September 30, 1998, the Company has filed with the SEC all reports and registration statements and all other filings required to be filed with the SEC under the rules and regulations of the SEC. The audited financial statements and unaudited interim financial statements of the Company, together with the notes thereto, Company and its Subsidiaries included or incorporated by reference in the 1998 Annual Report and any other SEC Filings, respectively, have been Company Reports were prepared in accordance with generally accepted accounting principles applied on a consistent basis (except as may be indicated therein or and present fairly the financial position, results of operations and changes in the notes thereto and subject, in the case of unaudited financial statements, to normal year-end audit adjustments) and fairly present the financial position of the Company and its subsidiaries Subsidiaries as at of the dates thereof and the results of their operations and changes in financial position for the periods then endedindicated, except that the unaudited interim financial statements may not contain all of the footnotes required by generally accepted accounting principles and may be subject to year-end adjustment.

Financial Statements and Reports. The Company has previously furnished Parent true and complete copies (with exhibits) of its (i) Annual Report on Form 10-K for the fiscal year ended September 30, 1998 (the "1998 Annual Report"), as filed with the SEC, (ii) proxy statements relating to all meetings of its stockholders (whether annual or special) since Since January 1, 19981994, and (iii) all other schedules, reports and registration statements filed by the Company with the SEC since September 30, 1998 (collectively, the "SEC Filings"). As of their respective dates, the SEC Filings were prepared and filed in accordance with the applicable rules and regulations of the SEC and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Since September 30, 1998, the Company Amwest has filed with the SEC all reports and reports, registration statements and all other filings required to be filed with the SEC under the rules and regulations of the SEC (collectively, the "Required Amwest Reports"), all of which, as of their respective effective dates, complied in all material respects with all applicable requirements of the Securities Act and the Exchange Act. Amwest has delivered to Condor true and complete copies of (i) Amwest's Annual Report on Form 10-K for the fiscal years ended December 31, 1994, as filed with the SEC, (ii) Quarterly Reports on Form 10-Q for the three months ended March 31, 1995, June 30, 1995 and September 30, 1995, as filed with the SEC, (iii) proxy statements relating to all meetings of Amwest's stockholders (whether annual or special) held or scheduled to be held since January 1, 1994, (iv) all other forms, reports, statements and documents filed by Amwest with the SEC since January 1, 1994 and (v) all reports, statements and other information provided by Amwest to its stockholders since January 1, 1994 (collectively, the "Amwest SEC Filings"). As of their respective dates, none of the Required Amwest Reports or Amwest SEC Filings contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The audited financial statements and unaudited interim consolidated financial statements of the Company, together with the notes thereto, Amwest included or incorporated by reference in the 1998 Annual Report and any other Amwest SEC Filings, respectively, have been Filings were prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis (except as may be indicated therein or otherwise stated in such financial statements or, in the notes thereto case of audited statements, the related report thereon of independent certified public accountants), and present fairly the financial position and results of operations, cash flows and changes in stockholders' equity of Amwest and its consolidated Affiliated Entities as of the dates and for the periods indicated, subject, in the case of unaudited interim financial statements, to the absence of notes and to normal year-end audit adjustments) , and fairly present are consistent with the financial position books and records of the Company and its subsidiaries as at the dates thereof and the results of their operations and changes in financial position for the periods then endedAmwest.

Financial Statements and Reports. The Acquiror heretofore has delivered to the Company has previously furnished Parent true and complete copies of (with exhibitsa) of its Registration Statement on Form S-1 dated April 29, 1998, Registration No. 333-48559, (ib) its Registration Statement on Form S-4 dated May 29, 1998, Registration No. 333-53335, (c) its Annual Report on Form 10-K for the fiscal year ended September 30December 31, 1997 and (d) its Quarterly Report on Form 10-Q for the quarter ended March 31, 1998 (the "1998 Annual Report"), as filed with the SEC, (ii) proxy statements relating to all meetings of its stockholders (whether annual or special) since January 1, 1998, and (iii) all other schedules, reports and registration statements filed by the Company with the SEC since September 30, 1998 (collectively, the "collectively,"Acquiror SEC Filings"). As of their respective dates, the The Acquiror SEC Filings made in compliance with the Exchange Act were prepared and filed in accordance with a timely manner pursuant to the applicable rules and regulations thereof. As of the respective times such documents were filed or, as applicable, became effective, the Acquiror SEC Filings complied as to form and content, in all material respects, with the requirements of the Securities Act and the Exchange Act, as the case may be, and the rules and regulations promulgated thereunder, and did not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Since September 30, 1998, the Company has filed with the SEC all reports and registration statements and all other filings required to be filed with the SEC under the rules and regulations of the SEC. The audited financial statements and unaudited interim consolidated financial statements of the Company, together with the notes thereto, Acquiror included or incorporated by reference in the 1998 Annual Report and any other Acquiror SEC Filings, respectively, have been Filings were prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis and (except as may be indicated therein or in the notes thereto thereto) present fairly the consolidated financial position, results of operations and cash flows of the Acquiror and its consolidated subsidiaries as of the dates and for the periods indicated subject, in the case of unaudited interim consolidated financial statements, to normal recurring year-end audit adjustments) and fairly present the financial position of the Company and its subsidiaries as at the dates thereof and the results of their operations and changes in financial position for the periods then ended.. 4.8

Financial Statements and Reports. The Since November 9, 1999, the -------------------------------- Company has previously furnished Parent true and complete copies (with exhibits) of its (i) Annual Report on Form 10-K for the fiscal year ended September 30, 1998 (the "1998 Annual Report"), as filed with the SEC, (ii) proxy statements relating all filings required to all meetings of its stockholders (whether annual or special) since January 1, 1998, and (iii) all other schedules, reports and registration statements be filed by it under the Company with Securities Act or the SEC since September 30, 1998 (collectively, the "SEC Filings")Exchange Act. As of their respective dates, the The SEC Filings were prepared and filed in accordance with the applicable rules and regulations of the SEC. As of their respective dates, except to the extent that information contained in any SEC and Filing has been revised or superseded by a later filed SEC Filing, the SEC Filings did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. Since September 30, 1998, the Company has filed with the SEC all reports and registration statements and all other filings required to be filed with the SEC under the rules and regulations of the SEC. The audited financial statements and unaudited interim financial statements of the Company, together with the Company (including any related notes thereto, or schedules) included or incorporated by reference in the 1998 Annual Report and any other SEC Filings, respectively, have been Filings were prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis (except as may be indicated therein or ---- otherwise noted in such financial statements) and present fairly in all material respects the notes thereto consolidated financial condition, results of operations and cash flows of the Company as of the dates thereof and for the periods indicated, subject, in the case of unaudited interim financial statements, to normal year-year end audit adjustments. Except (i) and fairly present as set forth in the financial position SEC Filings, (ii) as set forth on - -- Schedule 2.2.5 or (iii) as incurred after the date of the most recently filed -------------- Quarterly Report on Form 10-Q filed by the Company, in the ordinary course of business of the Company consistent with prior practice and its subsidiaries not prohibited by this Agreement, the Company has not, as at of the dates thereof date hereof, incurred any liabilities or obligations of any nature whatsoever (whether accrued, absolute, contingent, or otherwise and the results whether due or to become due) in excess of their operations and changes in financial position for the periods then ended$100,000.

Financial Statements and Reports. The Company ADP has previously furnished Parent Sandx xxxh true and complete correct copies (with exhibits) of (a) its (i) Annual Report on Form 10-K for the fiscal year ended September June 30, 1998 (the "1998 Annual Report")1994, as filed with the SEC; (b) its Quarterly Reports on Form 10-Q for the three, six and nine months ended September 30, 1994, December 31, 1994 and March 31, 1995, as filed with the SEC; (iic) the definitive proxy statements relating to all meetings of its stockholders (whether annual or special) since January 1, 1998, shareholders during the three years preceding the date of this Agreement; and (iiid) all other schedules, reports and registration statements filed by the Company ADP with the SEC since September June 30, 1998 1992 (collectively, the "ADP SEC Filings"). As of their respective dates, the ADP SEC Filings were prepared and filed in accordance with the applicable rules and regulations of the SEC and did not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under in which they were made, not misleading, except any such statement or omission therein which has been corrected or otherwise disclosed or updated in a subsequent filing with the SEC. Since September June 30, 19981991, the Company ADP has filed with the SEC all reports and registration statements and all other filings required to be filed with the SEC under the rules and regulations of the SEC. The ADP has also delivered to Sandx x xomplete and correct copy of ADP's audited financial statements for the three year period ended June 30, 1994, audited by Deloitte & Touche, LLP, certified public accountants, and ADP's unaudited interim financial balance sheets, statements of cash flows, and earnings statements at and for the Companythree-month, together with the notes theretosix-month and nine-month periods ended September 30, included or incorporated by reference 1994, December 31, 1994 and March 31, 1995 (which unaudited balance sheets, statements of cash flows, and earnings statements may be subject to normal recurring year-end and audit adjustments, which, in the 1998 Annual Report and any other SEC Filings, respectively, aggregate are not reasonably expected to be material) (the "ADP Financial Statements"). The ADP Financial Statements have been prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis (except with prior periods and each of the ADP Financial Statements fairly presents in all material respects the financial position, results of operations, or changes in financial position, as the case may be be, of ADP as of the indicated therein date or for the indicated period. Since June 30, 1994, there has been no material adverse change in the notes thereto and subjectfinancial condition, in the case assets, liabilities, results of unaudited financial statements, to normal year-end audit adjustments) and fairly present the financial position operations or business of the Company ADP and its subsidiaries taken as at the dates thereof and the results of their operations and changes in financial position for the periods then endeda whole.