Common use of Financial Statements and SEC Filings Clause in Contracts

Financial Statements and SEC Filings. All filings made with the Securities and Exchange Commission (the "SEC") from and after September 30, 2006, are available on the SEC's XXXXX database. (All such reports are collectively referred to hereinafter as the "Buyer Parent Company Business Reports"; and the financial statements, including the notes thereto, contained in the Buyer Parent Company Business Reports are collectively referred to hereinafter as the "Buyer Parent Company Financial Statements.") Since September 30, 2006, Buyer Parent Company has duly filed all reports required to be filed by it with the SEC under the Securities Act and the Securities Exchange Act of 1934, as amended, and except as disclosed in writing to Seller prior to Closing, no such report, nor any report sent to Buyer Parent Company's shareholders generally at the date it was filed or sent, contained any untrue statement of material fact or omitted to state any material fact required to be stated therein or necessary to make the statements in such report, in light of the circumstances under which they were made, not misleading. The Buyer Parent Company Financial Statements included in the Buyer Parent Company Business Reports were prepared in accordance with GAAP and present fairly the consolidated financial position, results of operations, and cash flows of Buyer Parent Company and its consolidated subsidiaries as of the dates and for the periods indicated therein, subject, in the case of unaudited interim statements, to normal year-end accounting adjustments and the absence of complete footnote disclosure.

Financial Statements and SEC Filings. All filings made with the Securities and Exchange Commission (the "SEC") from and after September 30, 2006, are available on the SEC's XXXXX database. (All such reports are collectively referred to hereinafter as the "Buyer Parent Company WiFiMed Business Reports"; and the financial statements, including the notes thereto, contained in the Buyer Parent Company WiFiMed Business Reports are collectively referred to hereinafter as the "Buyer Parent Company WiFiMed Financial Statements.") Since September 30, 2006, Buyer Parent Company WiFiMed has duly filed all reports required to be filed by it with the SEC under the Securities Act and the Securities Exchange Act of 1934, as amended, and except as previously disclosed in writing to Seller prior to Closingthe Company, no such report, nor any report sent to Buyer Parent CompanyWiFiMed's shareholders generally at the date it was filed or sent, contained any untrue statement of material fact or omitted to state any material fact required to be stated therein or necessary to make the statements in such report, in light of the circumstances under which they were made, not misleading. The Buyer Parent Company WiFiMed Financial Statements included in the Buyer Parent Company WiFiMed Business Reports were prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis throughout the periods involved and present fairly the consolidated financial position, results of operations, and cash flows of Buyer Parent Company WiFiMed and its consolidated subsidiaries as of the dates and for the periods indicated therein, subject, in the case of unaudited interim statements, to normal year-end accounting adjustments and the absence of complete footnote disclosure.

Financial Statements and SEC Filings. All filings (a) The Company has (i) made with available to the Securities Investor the Registration Statement containing its audited financial statements at and Exchange Commission for the fiscal year ended December 31, 2004 (the "SEC"“Audited Financial Statements”) from and after its unaudited financial statements at and for the nine-month period ended September 30, 20062005 (the “Interim Financial Statements”) and (ii) delivered to the Investor its unaudited financial statements at and for the fiscal year ended December 31, are available on 2005 (the SEC's XXXXX database. (All such reports are collectively referred to hereinafter as “2005 Unaudited Financial Statements” and together with the "Buyer Parent Company Business Reports"; Audited Financial Statements and the financial statementsInterim Financial Statements, including collectively, the “Financial Statements”), and with respect to the Audited Financial Statements, the notes thereto, contained in the Buyer Parent Company Business Reports are collectively referred to hereinafter as the "Buyer Parent Company Financial Statements.") Since September 30, 2006, Buyer Parent Company has duly filed all reports required to be filed by it with the SEC under the Securities Act and the Securities Exchange Act of 1934, as amended, and except as disclosed in writing to Seller prior to Closing, no such report, nor any report sent to Buyer Parent Company's shareholders generally at the date it was filed or sent, contained any untrue statement of material fact or omitted to state any material fact required to be stated therein or necessary to make the statements in such report, in light of the circumstances under which they were made, not misleading. The Buyer Parent Company Financial Statements included in the Buyer Parent Company Business Reports were have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated and fairly present fairly the consolidated financial position, condition and operating results of operations, and cash flows of Buyer Parent the Company and its consolidated subsidiaries as of the dates dates, and for the periods periods, indicated therein, subjectexcept as may be otherwise indicated in the Financial Statements or notes thereto or, in the case of unaudited interim statementsthe Interim Financial Statements or the 2005 Unaudited Financial Statements, to normal the extent they may not include footnotes, do not reflect year-end adjustments or may conform to the SEC’s rules and instructions for disclosure with respect to interim periods. The Company’s audited financial statements at and for the end of the year ended December 31, 2005, as they will be filed in the Company’s Annual Report on Form 10-K, will not differ in the aggregate in any material respect in any manner adverse to the Company from the 2005 Unaudited Financial Statements, except for the completion of footnotes. The Company maintains and consistently applies and will continue to maintain and consistently apply a standard system of accounting adjustments established and the absence of complete footnote disclosureadministered in accordance with GAAP.

Financial Statements and SEC Filings. All Quepasa has delivered to the Shareholders true and correct copies of its Prospectus dated June 24, 1999, its Quarterly Reports on Form 10-Q for the fiscal quarters ended June 30, 1999 and September 30, 1999, its Current Reports on Form 8-K filed on August 2, 1999, August 10, 1999, September 3, 1999 and November 1, 1999, and its Registration Statement on Form S-8 filed October 1, 1999, constituting all filings made with the Securities and Exchange Commission (the "SEC") from and after September 30June 24, 20061999, the effective date of Quepasa's Registration Statement on Form S-1. Quepasa will also deliver to the Shareholders, on or before the Effective Time, any reports which are available on filed with the SEC after the date hereof and any other reports sent generally to its Shareholders after the date hereof, but not required to be filed with the SEC's XXXXX database. (All such reports are collectively referred to hereinafter as the "Buyer Parent Company Quepasa Business Reports"; and the financial statements, including the notes thereto, contained in the Buyer Parent Company Quepasa Business Reports are collectively referred to hereinafter as the "Buyer Parent Company Quepasa Financial Statements.") Since September 30, 2006, Buyer Parent Company Quepasa has duly filed all reports required to be filed by it with the SEC under the Securities Act and the Securities Exchange Act of 1934, as amended, and except as disclosed in writing to Seller prior to Closing, no such report, nor any report sent to Buyer Parent CompanyQuepasa's shareholders generally at the date it was filed or sentgenerally, contained contains any untrue statement of material fact or omitted omits to state any material fact required to be stated therein or necessary to make the statements in such report, in light of the circumstances under which they were made, not misleading. The Buyer Parent Company Quepasa Financial Statements included in the Buyer Parent Company Quepasa Business Reports were prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis throughout the periods involved and present fairly the consolidated financial position, results of operations, and cash flows of Buyer Parent Company Quepasa and its consolidated subsidiaries as of the dates and for the periods indicated therein, subject, in the case of unaudited interim statements, to normal year-end accounting adjustments and the absence of complete footnote disclosure. Except as set forth in the Quepasa Business Reports, Quepasa has no material liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business and (ii) obligations under contracts and commitments incurred in the ordinary course of business, which, in both cases, individually or in the aggregate, are not material to the financial condition or operating results of Quepasa.

Financial Statements and SEC Filings. All filings made AA has timely filed or otherwise transmitted all forms, reports, statements, certifications and other documents (including all exhibits, amendments and supplements thereto) required to be filed or otherwise transmitted by it with the Securities and Exchange Commission (the "SEC") from and after September 30, 2006, are available on prior to the SEC's XXXXX database. date hereof (All such reports are collectively referred to hereinafter as the "Buyer Parent Company Business SEC Reports"; and ). As of their respective dates, each of the financial statements, including the notes thereto, contained SEC Reports complied as to form in the Buyer Parent Company Business Reports are collectively referred to hereinafter as the "Buyer Parent Company Financial Statements.") Since September 30, 2006, Buyer Parent Company has duly filed all reports required to be filed by it material respects with the SEC under applicable requirements of the Securities Act and the Securities rules and regulations promulgated thereunder and the Share Exchange Act of 1934and the rules and regulations promulgated thereunder, each as in effect on the date so filed. Except to the extent amended or superseded by a subsequent filing with the SEC made prior to the date hereof, as amendedof their respective dates (and if so amended or superseded, and except as disclosed in writing to Seller prior to Closing, no such report, nor any report sent to Buyer Parent Company's shareholders generally at then on the date it was filed or sentof such subsequent filing), none of the SEC Reports contained any untrue statement of a material fact or omitted to state any a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements in such reporttherein, in the light of the circumstances under which they were made, not misleading. The Buyer Parent Company Financial Statements financial statements of AA included in the Buyer Parent Company Business Reports were SEC Reports, schedules, forms, statements and other documents filed by AA with the SEC, such AA Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP U.S. generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present fairly the consolidated financial position, results position of operations, and cash flows of Buyer Parent Company AA and its consolidated subsidiaries as of the dates thereof and the consolidated results of operations and changes in cash flows for the periods indicated therein, subject, then ended. Except as set forth in the case SEC Reports, at the date of unaudited interim statementsthe most recent reported financial statements of AA included in the SEC Reports, AA has not incurred any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which, individually or in the aggregate, could reasonably be expected to normal year-end accounting adjustments and the absence of complete footnote disclosurehave a material adverse effect with respect to AA.

Financial Statements and SEC Filings. All filings made with the Securities and Exchange Commission (the "SEC") from and after September 30, 20062005, are available on the SEC's XXXXX database. Onstream will also make available to the Members, on or before the Effective Time, any reports which are filed with the SEC after the date hereof and any other reports sent generally to its shareholders after the date hereof, but not required to be filed with the SEC. (All such reports are collectively referred to hereinafter as the "Buyer Parent Company “Onstream Business Reports"”; and the financial statements, including the notes thereto, contained in the Buyer Parent Company Onstream Business Reports are collectively referred to hereinafter as the "Buyer Parent Company “Onstream Financial Statements."”) Since September 30, 20062005, Buyer Parent Company Onstream has duly filed all reports required to be filed by it with the SEC under the Securities Act and the Securities Exchange Act of 1934, as amended, and except as disclosed in writing to Seller prior to Closingset forth on Schedule 2.7, no such report, nor any report sent to Buyer Parent Company's Onstream’s shareholders generally at the date it was filed or sent, contained any untrue statement of material fact or omitted to state any material fact required to be stated therein or necessary to make the statements in such report, in light of the circumstances under which they were made, not misleading. The Buyer Parent Company Onstream Financial Statements included in the Buyer Parent Company Onstream Business Reports were prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis throughout the periods involved and present fairly the consolidated financial position, results of operations, and cash flows of Buyer Parent Company Onstream and its consolidated subsidiaries as of the dates and for the periods indicated therein, subject, in the case of unaudited interim statements, to normal year-end accounting adjustments and the absence of complete footnote disclosure.

Financial Statements and SEC Filings. All filings made with Except as set forth on Schedule 2.3 of the Securities and Exchange Commission (Purchaser Disclosure Schedule, Purchaser has delivered to the "SEC") from and after September 30Company the audited consolidated balance sheets of Purchaser as at the close of its fiscal year for each of the three years ending December 31, 2006, are available on 2007 and 2008 respectively, together with related consolidated statements of operations, consolidated statements of changes in stockholders' equity, and consolidated statements of cash flows for the SEC's XXXXX databaserespective years then ended. (All such reports are collectively referred Purchaser has also delivered to hereinafter as the "Buyer Parent Company Business Reports"; and its consolidated trial balance for the financial statements, including three-month period ending March 2009. Purchaser has also delivered to the notes thereto, contained in the Buyer Parent Company Business Reports are collectively referred to hereinafter as the "Buyer Parent Company Financial Statements.") Since September 30, 2006, Buyer Parent Company has duly filed all reports filings required to be filed by it with the SEC under the Securities Act and the Securities Exchange Act of 19341934 (the “34 Act”) since inception, including, but not limited to, Forms 10Q, 10QSB, 10K, 10KSB, 12B-25 and SB-2 (“SEC Filings”). The financial statements and SEC Filings specified above, including in each case the notes to such financial statements, are hereinafter sometimes collectively referred to as amendedthe "Purchaser Financial Statements." All of the Purchaser Financial Statements are true, correct, and except as disclosed in writing to Seller prior to Closingcomplete, no such report, nor any report sent to Buyer Parent Company's shareholders generally at the date it was filed or sent, contained any untrue statement of material fact or omitted to state any material fact required to be stated therein or necessary to make the statements in such report, in light of the circumstances under which they were made, not misleading. The Buyer Parent Company Financial Statements included in the Buyer Parent Company Business Reports were have been prepared in accordance with GAAP generally accepted accounting principles consistently followed throughout the periods (except as set forth in such notes or statements) and fairly present fairly the consolidated financial position, condition of Purchaser and the results of operationsits operations as at the dates thereof and throughout the periods covered thereby. The Purchaser Financial Statements reflect or provide for all claims against, and cash flows of Buyer Parent Company all debts and its consolidated subsidiaries liabilities of, Purchaser, fixed or contingent, as at the dates thereof, and there has not been any change between the date of the dates most recent Purchaser Financial Statements and for the periods indicated thereindate of this Agreement that has materially or adversely affected the business or properties or condition or prospects, subjectfinancial or other, or results of operations of Purchaser, and no fact or condition exists or is contemplated or threatened, which might cause any such change at any time in the case of unaudited interim statementsfuture. The SEC filings were made on or before the due date, to normal year-end accounting adjustments and or if properly extended, by the absence of complete footnote disclosureextended due date.

Financial Statements and SEC Filings. All filings made Since January 1, 2012, the Company has filed all reports, schedules, forms, financial statements and other documents (including exhibits and all other information incorporated therein) required to be filed with the Securities and Exchange Commission (the "“SEC"”) from and after September 30by it under the Securities Exchange Act of 1934, 2006, are available on as amended (the SEC's XXXXX database. (All such reports are collectively referred to hereinafter as the "Buyer Parent Company Business Reports"; and the financial statements“Exchange Act”), including pursuant to Section 13(a) or 15(d) thereof (the notes thereto, contained in “Company SEC Documents”) on a timely basis or has received a valid extension of such time of filing and has filed any such Company SEC Documents prior to the Buyer Parent Company Business Reports are collectively referred to hereinafter as the "Buyer Parent Company Financial Statements.") Since September 30, 2006, Buyer Parent Company expiration of any such extension and has duly filed all reports required to be filed by it under the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof. As of their respective dates, the Company SEC Documents complied as to form in all material respects with the SEC under requirements of the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act, as the case may be, and the Securities Exchange Act rules and regulations of 1934the SEC promulgated thereunder applicable to such Company SEC Documents. At the time they were filed with the SEC, as amended, and except as disclosed in writing to Seller prior to Closing, no such report, nor any report sent to Buyer Parent Company's shareholders generally at the date it was filed or sent, contained Company SEC Documents did not contain any untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary in order to make the statements in such reporttherein, in the light of the circumstances under which they were made, not misleading. The Buyer Parent As of their respective dates, the financial statements of the Company Financial Statements included in the Buyer Parent Company Business Reports were SEC Documents, as amended, 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 United States generally accepted accounting principles, consistently applied, during the periods involved (except as may be otherwise indicated in such financial statements or the notes thereto) and present fairly presented in all material respects the consolidated financial position, results position of operations, and cash flows of Buyer Parent the Company and its consolidated subsidiaries as of the dates thereof and the results of its operations and cash flows for the periods indicated therein, then ended (subject, in the case of unaudited interim statements, to normal year-end accounting adjustments and the absence of complete footnote disclosureaudit adjustments).

Financial Statements and SEC Filings. All filings made Since January 1, 2013, the Company has filed all required reports, schedules, forms, financial statements and other documents (including exhibits and all other information incorporated therein) with the Securities and Exchange Commission (the "SEC") from and after September 30“Company SEC Documents”). As of their respective dates or, 2006if amended, are available on as of the SEC's XXXXX database. (All date of the last such reports are collectively referred amendment, the Company SEC Documents complied as to hereinafter as the "Buyer Parent Company Business Reports"; and the financial statements, including the notes thereto, contained form in the Buyer Parent Company Business Reports are collectively referred to hereinafter as the "Buyer Parent Company Financial Statements.") Since September 30, 2006, Buyer Parent Company has duly filed all reports required to be filed by it material respects with the SEC under applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act, as the case may be, and the rules and regulations of the Securities and Exchange Act of 1934Commission (“SEC”) promulgated thereunder applicable to such Company SEC Documents. At the time they were filed with the SEC, as amended, and except as disclosed in writing to Seller prior to Closing, no such report, nor any report sent to Buyer Parent Company's shareholders generally at the date it was filed or sent, contained Company SEC Documents did not contain any untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary in order to make the statements in such reporttherein, in the light of the circumstances under which they were made, not misleading. The Buyer Parent Company Financial Statements is not an issuer subject to Rule 144(i) under the Securities Act. The consolidated financial statements of the Company included in the Buyer Parent Company Business Reports were SEC Documents, as amended, complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto in effect at their respective filing dates. Such financial statements have been prepared in accordance with GAAP and present fairly United States generally accepted accounting principles (“GAAP”) applied on a consistent basis during the consolidated periods involved (except (a) as may be otherwise indicated in such financial positionstatements or the notes thereto, results or (b) in the case of operationsunaudited interim statements, as permitted by the SEC on Form 10-Q), and cash flows fairly present in all material respects the financial position of Buyer Parent the Company and its consolidated subsidiaries Subsidiary as of the dates and for the dates thereof and the results of operations and cash flows for the periods indicated thereinthen ended, subject, in the case of unaudited interim statements, to normal year-end accounting adjustments and the absence of complete footnote disclosureaudit adjustments.

Financial Statements and SEC Filings. All filings NAC has made available to the Stockholder and correct copies of each report, registration statement (on a form other than Form S-8) and definitive proxy statement (collectively, the "REPORTS") filed by NAC with the U.S. Securities and Exchange Commission (the "SEC") from between January 31, 2002 and the date of this Agreement. NAC will also deliver to the Stockholder on or before the Closing, any other reports that are filed with the SEC after September 30the date hereof and prior to the Closing, 2006and any other reports or other information sent generally to NAC's stockholders after the date hereof, but not required to be filed with the SEC. (The Reports and all other reports and information referred to in the immediately preceding sentence, whether or not filed with the SEC, are available on the SEC's XXXXX database. (All such reports are herein collectively referred to hereinafter as the "Buyer Parent Company Business Reports"; NAC BUSINESS REPORTS," and the financial statements, including the notes thereto, contained in the Buyer Parent Company NAC Business Reports are hereinafter collectively referred to hereinafter as the "Buyer Parent Company Financial Statements.NAC FINANCIAL STATEMENTS") Since September 30, 2006, Buyer Parent Company ). NAC has duly filed all reports the Reports required to be filed by it with the SEC under the Securities Act and the Securities Exchange Act of 1934, as amended, and except as disclosed in writing to Seller prior to Closing, no such reportReport, nor any report Report sent to Buyer Parent CompanyNAC's shareholders generally at the date it was filed or sentstockholders generally, contained contains any untrue statement of material fact or omitted omits to state any material fact required to be stated therein or necessary to make the statements in such reportReport, in light of the circumstances under which they were made, not misleading. The Buyer Parent Company NAC Financial Statements included in the Buyer Parent Company Business Reports were prepared in accordance with GAAP generally accepted accounting principles ("GAAP") applied on a consistent basis throughout the periods involved and present fairly the consolidated financial positioncondition, results of operations, operations and cash flows of Buyer Parent Company NAC and its consolidated subsidiaries as of the dates and for the periods indicated therein, subject, in the case of unaudited interim statements, to normal year-end accounting adjustments and the absence of complete footnote disclosure.