Common use of Financial Statements and SEC Filings Clause in Contracts

Financial Statements and SEC Filings. (a) The Company has delivered or made available to Buyer a true, correct and complete copy of the audited consolidated balance sheet of the Company as of December 31, 2002, and audited consolidated statements of operations, changes in stockholders' equity (deficit) and cash flows for the year then ended (the "Company Financial Statements"). The Company Financial Statements are consistent in all material respects with the books and records of the Business. The Company Financial Statements (including the related notes) have been prepared in accordance with GAAP consistently applied and fairly present the results of operations and financial condition of the Company and its Subsidiaries for the periods covered thereby. Other than the Financing, since December 31, 2002, Seller has not borrowed, incurred, assumed, prepaid, guaranteed, or become subject to any material liability or modified any existing material liability (absolute, accrued or contingent) other than (i) in the ordinary course of business consistent with past practice in nature and amount, (ii) as shown on the Company Financial Statements or (iii) which has been discharged, satisfied or paid in the ordinary course of business since December 31, 2002. (b) Each of the forms, reports and documents filed by the Company with the SEC since December 31, 2001 (the "Company SEC Documents") complied in all material respects with all applicable requirements of the Securities Act and the Exchange Act as in effect on the dates so filed. With respect to the Acquired Assets, the Assumed Liabilities and the Business, none of the Company SEC Documents (as of the respective filing dates or, if amended, as of the date of the last such amendment filed prior to the Agreement Date) 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 made therein, in light of the circumstances under which they were made, not misleading.

Financial Statements and SEC Filings. (a) The Since January 1, 2012, the Company has delivered 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”) by it under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including pursuant to Section 13(a) or made available 15(d) thereof (the “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 Buyer a truethe expiration of any such extension and has filed all reports required to be filed by it under the Exchange Act, correct and complete copy including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof. As of the audited consolidated balance sheet of their respective dates, the Company SEC Documents complied as of December 31, 2002, and audited consolidated statements of operations, changes in stockholders' equity (deficit) and cash flows for the year then ended (the "Company Financial Statements"). The Company Financial Statements are consistent to form in all material respects with the books and records of the Business. The Company Financial Statements (including the related notes) have been prepared in accordance with GAAP consistently applied and fairly present the results of operations and financial condition of the Company and its Subsidiaries for the periods covered thereby. Other than the Financing, since December 31, 2002, Seller has not borrowed, incurred, assumed, prepaid, guaranteed, or become subject to any material liability or modified any existing material liability (absolute, accrued or contingent) other than (i) in the ordinary course of business consistent with past practice in nature and amount, (ii) as shown on the Company Financial Statements or (iii) which has been discharged, satisfied or paid in the ordinary course of business since December 31, 2002. (b) Each of the forms, reports and documents filed by the Company with the SEC since December 31, 2001 (the "Company SEC Documents") complied in all material respects with all applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act, as the case may be, and the Exchange Act as in effect on rules and regulations of the dates so filedSEC promulgated thereunder applicable to such Company SEC Documents. With respect to At the Acquired Assetstime they were filed with the SEC, the Assumed Liabilities and the Business, none of the Company SEC Documents (as of the respective filing dates or, if amended, as of the date of the last such amendment filed prior to the Agreement Date) contained 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 made therein, in the light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements of the Company included in the Company 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 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 fairly presented in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).

Financial Statements and SEC Filings. (a) The Company has delivered or made available to Buyer a true, correct and complete copy of the (i) the audited consolidated balance sheet of the Company as of December 31, 2002, and audited consolidated statements of operations, changes in stockholders' equity (deficit) and cash flows for the year then ended; and (ii) consolidated balance sheet of the Company as of September 30, 2002 and consolidated statement of operations and cash flows for the nine months then ended (the financial statements referred to in clause (i) and (ii) collectively, the "Company Financial Statements"). The Company Financial Statements are consistent in all material respects with the books and records of the Business. The Company Financial Statements (including the related notes) have been prepared in accordance with GAAP consistently applied and fairly present the results of operations and financial condition of the Company and its Subsidiaries for the periods covered thereby, subject to normal year-end audit adjustments made in accordance with past practice in the case of the Company Financial Statements for the nine-month period ended September 30, 2002. Other than the Financing, since December 31, 20022001, Seller has not borrowed, incurred, assumed, prepaid, guaranteed, or become subject to any material liability or modified any existing material liability (absolute, accrued or contingent) other than (i) in the ordinary course of business consistent with past practice in nature and amount, (ii) as shown on the Company Financial Statements or (iii) which has been discharged, satisfied or paid in the ordinary course of business since December 31, 20022001. (b) Each of the forms, reports and documents filed by the Company with the SEC since December 31, 2001 (the "Company SEC Documents") complied in all material respects with all applicable requirements of the Securities Act and the Exchange Act as in effect on the dates so filed. With respect to the Acquired Assets, the Assumed Liabilities and the Business, none of the Company SEC Documents (as of the respective filing dates or, if amended, as of the date of the last such amendment filed prior to the Agreement DateJanuary 30, 2003) 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 made therein, in light of the circumstances under which they were made, not misleading.

Financial Statements and SEC Filings. (a) The Since January 1, 2013, the Company has delivered or made available to Buyer a truefiled all required reports, correct schedules, forms, financial statements and complete copy of other documents (including exhibits and all other information incorporated therein) with the audited consolidated balance sheet of the Company as of December 31, 2002, Securities and audited consolidated statements of operations, changes in stockholders' equity (deficit) and cash flows for the year then ended Exchange Commission (the "Company Financial Statements"). The Company Financial Statements are consistent in all material respects with the books and records of the Business. The Company Financial Statements (including the related notes) have been prepared in accordance with GAAP consistently applied and fairly present the results of operations and financial condition of the Company and its Subsidiaries for the periods covered thereby. Other than the Financing, since December 31, 2002, Seller has not borrowed, incurred, assumed, prepaid, guaranteed, or become subject to any material liability or modified any existing material liability (absolute, accrued or contingent) other than (i) in the ordinary course of business consistent with past practice in nature and amount, (ii) as shown on the Company Financial Statements or (iii) which has been discharged, satisfied or paid in the ordinary course of business since December 31, 2002. (b) Each of the forms, reports and documents filed by the Company with the SEC since December 31, 2001 (the "“Company SEC Documents") complied in all material respects with all applicable requirements ”). As of the Securities Act and the Exchange Act as in effect on the dates so filed. With respect to the Acquired Assets, the Assumed Liabilities and the Business, none of the Company SEC Documents (as of the their respective filing dates or, if amended, as of the date of the last such amendment amendment, the Company SEC Documents complied as to form in all material respects with the 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 Commission (“SEC”) promulgated thereunder applicable to such Company SEC Documents. At the time they were filed prior to with the Agreement Date) contained SEC, the Company SEC Documents 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 made therein, in the light of the circumstances under which they were made, not misleading. The Company is not an issuer subject to Rule 144(i) under the Securities Act. The consolidated financial statements of the Company included in the Company 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 United States generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except (a) as may be otherwise indicated in such financial statements or the notes thereto, or (b) in the case of unaudited interim statements, as permitted by the SEC on Form 10-Q), and fairly present in all material respects the financial position of the Company and its consolidated Subsidiary as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal year-end audit adjustments.