Common use of Financial Statements and SEC Documents Clause in Contracts

Financial Statements and SEC Documents. Since January 1, 1999, Parent has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the Exchange Act (all of the foregoing and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, with amendments read together with underlying documents, are referred to herein as the "SEC Documents"). As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements of Parent included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with GAAP, consistently applied, during the periods involved and fairly and accurately present in all material respects the consolidated financial position of Parent and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except as disclosed in such financial statements, Parent is not a guarantor or indemnitor of any indebtedness of any other person, firm or corporation.

Financial Statements and SEC Documents. Since January 1, 1999, Parent has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act") (all of the foregoing and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, with amendments read together with underlying documents, are referred to herein as the "SEC Documents"). As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements of Parent included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with United States GAAP, consistently applied, during the periods involved and fairly and accurately present in all material respects the consolidated financial position of Parent and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except as disclosed in such financial statements, Parent is not a guarantor or indemnitor of any indebtedness of any other person, firm or corporation.

Financial Statements and SEC Documents. Since January 1All documents filed with the Commission by Parent (including without limitation Parent’s Registration Statement on Form S-1 with respect to its initial public offering, 1999as declared effective by the Commission, Parent has timely filed all reports, schedules, forms, and Parent’s other reports or registration statements and other documents required to be filed by it under the 1933 Act, or under Sections 13(a), 13(c), 14 or 15(d) of the 1934 Act, in the form filed with the Commission (collectively the “SEC pursuant to the reporting requirements Documents“), as of the Exchange Act date filed, (all of the foregoing and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, with amendments read together with underlying documents, are referred to herein as the "SEC Documents"). As of their respective dates, the SEC Documents a) complied in all material respects as to form and timing with the applicable requirements of under the Exchange 1933 Act or the 1934 Act and the rules and regulations of thereunder, as the SEC promulgated thereunder applicable to the SEC Documentscase may be, and none of the SEC Documents, at the time they were filed with the SEC, contained (b) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of their respective dates, the The financial statements of Parent included in the SEC Documents complied such reports comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC Commission with respect thereto. Such financial statements , have been prepared in accordance with GAAPgenerally accepted accounting principles (except as may be indicated in the notes to such financial statements and, consistently appliedin the case of unaudited statements, during as permitted by Form 10-Q of the periods involved Commission, and except that unaudited financial statements may not contain footnotes and are subject to year-end audit adjustments) and fairly and accurately present in all material respects the consolidated financial position of Parent as and its consolidated subsidiaries as of at the dates date thereof and the consolidated results of their its operations and cash flows for the periods then ended ended. Since September 30, 2003, neither Parent nor any of its subsidiaries has incurred any liabilities or obligations of any nature (subjectwhether absolute, accrued, fixed, contingent, liquidated or unliquidated, known or unknown) except liabilities, obligations and contingencies (a) which are reflected in the case consolidated balance sheet of unaudited statementsParent at September 30, 2003, or (b) which (i) were incurred in the ordinary course of business since September 30, 2003 and consistent with past practices, (ii) are disclosed in the SEC Documents filed since September 30, 2003 or (iii) would not individually or in the aggregate have a material adverse effect on Parent. Since September 30, 2003, except as described in any SEC Documents, there has been no change in any of the significant accounting policies, practices or procedures of Parent except changes resulting from changes in accounting pronouncements of the Financial Accounting Standards Board or changes in applicable laws. The description of the Parent Common Shares included in the SEC Documents are, as of the time made, accurate and complete and contain no material misstatement or omit to state any fact necessary to make the statements therein not misleading. Since September 30, 2003, Parent has timely filed all documents required to be filed with the Commission pursuant to the 1934 Act. There are no “legal proceedings,” as defined in Item 103 of Regulation S-K, to normal year-end audit adjustments). Except as which Parent or any of its subsidiaries is a party which are required to be disclosed in such financial statements, Parent is the SEC Documents and have not a guarantor or indemnitor of any indebtedness of any other person, firm or corporationbeen so disclosed.

Financial Statements and SEC Documents. Since (a) Attached as Schedule 6.4 are true and complete copies of the audited balance sheet (the "Balance Sheet") of the Company as of December 31, 1998, and the related audited statements of operations, stockholders' equity (deficit) and cash flows for the years ended December 31, 1998 and 1997 and for the period from January 112, 19991990 (date of incorporation) to December 31, Parent 1998 (the "Financial Statements"), accompanied by the report of Ernst & Young LLP. The Financial Statements have been prepared in accordance with generally accepted accounting principles, applied consistently with the past practices of the Company (except as may be indicated in the notes thereto), and as of their respective dates, fairly present, in all material respects, the financial position of the Company and the results of its operations as of the time and for the periods indicated therein. (b) The Company has timely filed all reportsmade available (including via the XXXXX System) to each Purchaser a copy of each report, schedulesschedule, forms, statements registration statement and other documents required to be definitive proxy statement filed by it the Company with the Securities and Exchange Commission (the "SEC") since July 3, 1997, the date the Company's initial registration statement under the Exchange Act became effective with the SEC pursuant to (as such documents may have been amended since the reporting requirements time of the Exchange Act (all of the foregoing and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference thereintheir filing, with amendments read together with underlying documents, are referred to herein as the "SEC Documents"), which are all the documents (other than preliminary material) that the Company was required to file with the SEC since such date. The Company has provided to each Purchaser a true and complete copy of each SEC Document that the Company was required to file since January 1, 1998. As of their respective filing dates, the each SEC Documents Document complied in all material respects with the requirements of the Securities Act or the Exchange Act Act, as applicable, and the rules and regulations of the SEC promulgated thereunder applicable to the such SEC Documents, Document and none of the no such SEC Documents, at the time they were filed with the SEC, Document contained any untrue statement of a material fact or omitted to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of their respective filing dates, the financial statements of Parent the Company included in the SEC Documents complied as to form in all material respects with then applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. Such financial statements have been , were prepared in accordance with GAAPgenerally accepted accounting principles, applied consistently appliedwith the past practices of the Company, during the periods involved and as of their respective dates, fairly and accurately present in all material respects the consolidated financial position of Parent the Company and the results of its consolidated subsidiaries operations as of the dates thereof time and the consolidated results of their operations and cash flows for the periods then ended indicated therein (subjectexcept as may be indicated in the notes thereto or, in the case of the unaudited statements, to normal yearas permitted by Form 10-end audit adjustmentsQSB, and Regulations S-B and S-X of the SEC). Except as disclosed in such financial statements, Parent is not a guarantor or indemnitor of any indebtedness of any other person, firm or corporation.

Financial Statements and SEC Documents. True copies of Softwall's audited financial statements for the periods ended December 31, 2001 and December 31, 2000, have been reported by Softwall through SEC filings and are therefore deemed to have been delivered to Company. Softwall's unaudited interim financial statements for the period ended March 31, 2002, have been delivered to the Company by filing with the SEC. Such financial statements are true and correct in all material aspects and present an accurate and complete disclosure of the financial condition, earnings, assets and liabilities of Softwall for the periods covered, in accordance with generally accepted accounting practices on a consistent basis, and otherwise comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Since January 1, 1999, Parent Softwall has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act") (all of the foregoing and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, with amendments read together with underlying documents, are referred to herein as the "SEC Documents"). As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements of Parent included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with GAAP, consistently applied, during the periods involved and fairly and accurately present in all material respects the consolidated financial position of Parent and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except as disclosed in such financial statements, Parent Softwall is not a guarantor or indemnitor of any indebtedness of any other person, firm or corporation. There have been no material negative changes in the financial position or the assets of the Company as reflected in the SEC Documents.

Financial Statements and SEC Documents. Since January 1, 1999, Parent has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act") (all of the foregoing and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, with amendments read together with underlying documents, together with any other document filed by Parent with the SEC pursuant to the Exchange Act or the Securities Act on or prior to the Effective Time, are referred to herein as the "SEC Documents"). As of their respective dates, the SEC Documents complied or will comply in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed or are filed with the SEC, contained or will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements of Parent included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with GAAP, consistently applied, during the periods involved and fairly and accurately present in all material respects the consolidated financial position of Parent and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except as disclosed in such financial statements, Parent is not a guarantor or indemnitor of any indebtedness of any other person, firm or corporation.or

Financial Statements and SEC Documents. Since January 1All documents filed -------------------------------------- with the Commission by Parent (including without limitation Parent's Registration Statement on Form S-1 with respect to its initial public offering, 1999as declared effective by the Commission, Parent has timely filed all reports, schedules, forms, and Parent's other reports or registration statements and other documents required to be filed by it under the 1933 Act, or under Sections 13(a), 13(c), 14 or 15(d) of the 1934 Act, in the form filed with the SEC pursuant to the reporting requirements of the Exchange Act Commission (all of the foregoing and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, with amendments read together with underlying documents, are referred to herein as collectively the "SEC Documents"). As , as of their respective datesthe date filed, the SEC Documents (a) complied in all material respects as to form and timing with the applicable requirements of under the Exchange 1933 Act or the 1934 Act and the rules and regulations of thereunder, as the SEC promulgated thereunder applicable to the SEC Documentscase may be, and none of the SEC Documents, at the time they were filed with the SEC, contained (b) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of their respective dates, the The financial statements of Parent included in the SEC Documents complied such reports comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC Commission with respect thereto. Such financial statements , have been prepared in accordance with GAAPgenerally accepted accounting principles (except as may be indicated in the notes to such financial statements and, consistently appliedin the case of unaudited statements, during as permitted by Form 10-Q of the periods involved Commission, and except that unaudited financial statements may not contain footnotes and are subject to year-end audit adjustments) and fairly and accurately present in all material respects the consolidated financial position of Parent as and its consolidated subsidiaries as of at the dates date thereof and the consolidated results of their its operations and cash flows for the periods then ended ended. Since December 31, 2000, neither Parent nor any of its subsidiaries has incurred any liabilities or obligations of any nature (subjectwhether absolute, accrued, fixed, contingent, liquidated or unliquidated, known or unknown) except liabilities, obligations and contingencies (a) which are reflected in the case consolidated balance sheet of unaudited statementsParent at December 31, 2000, or (b) which (i) were incurred in the ordinary course of business since December 31, 2000 and consistent with past practices, (ii) are disclosed in the SEC Documents filed since December 31, 2000 or (iii) would not individually or in the aggregate have a material adverse effect on Parent. Since December 31, 2000, except as described in any SEC Documents, there has been no change in any of the significant accounting policies, practices or procedures of Parent except changes resulting from changes in accounting pronouncements of the Financial Accounting Standards Board or changes in applicable laws. The description of the Parent Common Shares included in the SEC Documents are, as of the time made, accurate and complete and contain no material misstatement or omit to state any fact necessary to make the statements therein not misleading. Since March 31, 2000, Parent has timely filed all documents required to be filed with the Commission pursuant to the 1934 Act and otherwise satisfies all applicable requirements for the use of the Form S-3 Registration Statement. There are no "legal proceedings," as defined in Item 103 of Regulation S-K, to normal year-end audit adjustments). Except as which Parent or any of its subsidiaries is a party which are required to be disclosed in such financial statements, Parent the SEC Documents and have not been so disclosed. The Company is not a guarantor or indemnitor eligible to use Form S-3 for the registration of any indebtedness of any other person, firm or corporationthe Registrable Securities contemplated by Section 1.7.

Financial Statements and SEC Documents. Since January 16, 1999, Parent has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act") (all of the foregoing and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, with amendments read together with underlying documents, are referred to herein as the "SEC Documents"). As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements of Parent included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with GAAP, consistently applied, during the periods involved and fairly and accurately present in all material respects the consolidated financial position of Parent and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except as disclosed in such financial statements, Parent is not a guarantor or indemnitor of any indebtedness of any other person, firm or corporation.

Financial Statements and SEC Documents. Since January 1All documents filed with the Commission by Parent (including without limitation Parent’s Registration Statement on Form S-1 with respect to its initial public offering, 1999as declared effective by the Commission, Parent has timely filed all reports, schedules, forms, and Parent’s other reports or registration statements and other documents required to be filed by it under the 1933 Act, or under Sections 13(a), 13(c), 14 or 15(d) of the 1934 Act, in the form filed with the Commission (collectively the “SEC pursuant to the reporting requirements Documents”), as of the Exchange Act date filed, (all of the foregoing and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, with amendments read together with underlying documents, are referred to herein as the "SEC Documents"). As of their respective dates, the SEC Documents a) complied in all material respects as to form and timing with the applicable requirements of under the Exchange 1933 Act or the 1934 Act and the rules and regulations of thereunder, as the SEC promulgated thereunder applicable to the SEC Documentscase may be, and none of the SEC Documents, at the time they were filed with the SEC, contained (b) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of their respective dates, the The financial statements of Parent included in the SEC Documents complied such reports comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC Commission with respect thereto. Such financial statements , have been prepared in accordance with GAAPgenerally accepted accounting principles (except as may be indicated in the notes to such financial statements and, consistently appliedin the case of unaudited statements, during as permitted by Form 10-Q of the periods involved Commission, and except that unaudited financial statements may not contain footnotes and are subject to year-end audit adjustments) and fairly and accurately present in all material respects the consolidated financial position of Parent as and its consolidated subsidiaries as of at the dates date thereof and the consolidated results of their its operations and cash flows for the periods then ended ended. Since June 30, 2003, neither Parent nor any of its subsidiaries has incurred any liabilities or obligations of any nature (subjectwhether absolute, accrued, fixed, contingent, liquidated or unliquidated, known or unknown) except liabilities, obligations and contingencies (a) which are reflected in the case consolidated balance sheet of unaudited statementsParent at June 30, 2003, or (b) which (i) were incurred in the ordinary course of business since June 30, 2003 and consistent with past practices, (ii) are disclosed in the SEC Documents filed since June 30, 2003 or (iii) would not individually or in the aggregate have a material adverse effect on Parent. Since June 30, 2003, except as described in any SEC Documents, there has been no change in any of the significant accounting policies, practices or procedures of Parent except changes resulting from changes in accounting pronouncements of the Financial Accounting Standards Board or changes in applicable laws. The description of the Parent Common Shares included in the SEC Documents are, as of the time made, accurate and complete and contain no material misstatement or omit to state any fact necessary to make the statements therein not misleading. Since June 30, 2003, Parent has timely filed all documents required to be filed with the Commission pursuant to the 1934 Act. There are no “legal proceedings,” as defined in Item 103 of Regulation S-K, to normal year-end audit adjustments). Except as which Parent or any of its subsidiaries is a party which are required to be disclosed in such financial statements, Parent is the SEC Documents and have not a guarantor or indemnitor of any indebtedness of any other person, firm or corporationbeen so disclosed.

Financial Statements and SEC Documents. Since January 1(a) Contained within the SEC Documents (as defined in Section 6.4(b) are (i) the audited consolidated balance sheets of the Company and its subsidiaries as of December 31, 19991997 and 1996, Parent and the related audited consolidated statements of operations, stockholders' equity, and cash flows for the years ended December 31, 1997 and 1996, and for the period from May 18, 1993 (date of inception) to December 31, 1997, together with the related notes thereto (the "Audited Financial Statements") and (ii) the Financial Statements (as such term is defined in Section 3.10) (other than the Financial Statements at and as of December 31, 1998, which have not yet been included in any document filed with the Securities and Exchange Commission (the "SEC")). All of the Audited Financial Statements and the Financial Statements are correct and complete, and have been prepared in accordance with the books and records of the Company and its subsidiaries and generally accepted accounting principles, applied consistently with the past practices of the Company and its subsidiaries (except as otherwise noted in such Audited Financial Statements and Financial Statements), reflect all liabilities and obligations of the Company and its subsidiaries, as of their respective dates, and present fairly the financial position of the Company and its subsidiaries and the results of their operations as of the time and for the periods indicated therein. (b) The Company has timely filed with the SEC all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant by the Company since January 1, 1997 except to the reporting requirements extent such filings are permitted to be deferred under applicable rules and regulations. All such documents, as the same have since the time of the Exchange Act (all of the foregoing and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, with amendments read together with underlying documentstheir filing been amended, are referred to herein as the "SEC Documents"). As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act and/or the Securities Exchange Act Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to the such SEC Documents, Documents and none of the SEC Documents, at the time they were filed with the SEC, Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to be stated therein to make the statements therein, in light of the circumstances under which they were made, not misleading. As of their respective dates, the The financial statements of Parent the Company included in the SEC Documents complied comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. Such financial statements , have been prepared in accordance with GAAP, consistently applied, generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) and fairly and accurately present in all material respects the consolidated financial position of Parent and its consolidated subsidiaries the Company as of at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except as disclosed in such financial statements, Parent is not a guarantor or indemnitor of any indebtedness of any other person, firm or corporationended.

Financial Statements and SEC Documents. Since January 1, 1999, Parent has timely filed all reports, schedules, forms, (a) Attached hereto as Schedule 5.7 are (i) the audited financial statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the Exchange Act Company for the fiscal year ended December 31, 1995, including the balance sheet as at the end of such fiscal year and the related statements of operations, stockholders' equity (all of deficit) and cash flows for such fiscal year, certified by Ernst & Young L.L.P. and (ii) the foregoing and all exhibits included therein and September 30 Financial Statements (the financial statements referred to in clauses (i) and schedules thereto and documents incorporated by reference therein, with amendments read together with underlying documents, (ii) are referred to herein collectively as the "Financial Statements"). For purposes of this Agreement, September 30. 1996, shall be hereinafter referred to as the "Balance Sheet Date." The Financial Statements have been prepared in accordance with the books and records of the Company and generally accepted accounting principles, applied consistently with the past practices of the Company (except as otherwise noted in such Financial Statements), reflect all liabilities and obligations of the Company, as of their respective dates, and present fairly the financial position of the Company and the results of its operations as of the time and for the periods indicated therein. (b) The Company has made available to Purchasers a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by the Company with the Securities and Exchange Commission since January 1, 1993 (as such documents have since the time of their filing been amended, the "SEC Documents")) which are all the documents (other than preliminary material) that the Company was required to file with the Securities and Exchange Commission since such date. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act (as defined in Section 9.7) and/or the Exchange Act (as defined in Section 9.8) as the case may be, and the rules and regulations of the SEC promulgated Securities and Exchange Commission thereunder applicable to the such SEC Documents, Documents and none of the SEC Documents, at the time they were filed with the SEC, Documents contained any untrue statement of a material fact or omitted to state a statement of material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of their respective dates, the The financial statements of Parent the Company included in the SEC Documents complied comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC Securities and Exchange Commission with respect thereto. Such financial statements , have been prepared in accordance with GAAP, consistently applied, generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-Q of the Securities and Exchange Commission) and fairly and accurately present (subject, in all material respects the consolidated case of the unaudited statements, to normal, recurring audit adjustments) the financial position of Parent and its consolidated subsidiaries the Company as of at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except as disclosed in such financial statements, Parent is not a guarantor or indemnitor of any indebtedness of any other person, firm or corporationended.