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, 2005, 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 “Onstream Business Reports”; and the financial statements, including the notes thereto, contained in the Onstream Business Reports are collectively referred to hereinafter as the “Onstream Financial Statements.”) Since September 30, 2005, 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 set forth on Schedule 2.7, no such report, nor any report sent to 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 Onstream Financial Statements included in the Onstream Business Reports were prepared in accordance with 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 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 the Securities and Exchange Commission (the "SEC") from and after September 30, 20052006, 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 “Onstream "Buyer Parent Company Business Reports”"; and the financial statements, including the notes thereto, contained in the Onstream Buyer Parent Company Business Reports are collectively referred to hereinafter as the “Onstream "Buyer Parent Company Financial Statements.”") Since September 30, 20052006, Onstream 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 set forth on Schedule 2.7disclosed in writing to Seller prior to Closing, no such report, nor any report sent to Onstream’s 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 Onstream Buyer Parent Company Financial Statements included in the Onstream Buyer Parent Company Business Reports were prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods involved GAAP and present fairly the consolidated financial position, results of operations, and cash flows of Onstream 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 Company has delivered to Partner true and Exchange Commission complete copies of (the "SEC"i) from its annual reports on Form 10-K for its fiscal years ended December 31, 1993 and after 1994; (ii) its quarterly reports on Form 10-Q for its fiscal quarters ended March 31, June 30 and September 30, 20051995; (iii) its proxy or information statements relating to all meetings of, are available on or actions taken without a meeting by, the SEC's XXXXX database. Onstream will also make available to the Membersshareholders of Company held since December 31, on or before the Effective Time, any 1994; and (iv) all of its other 8-K reports which are filed with the SEC after the date hereof since December 31, 1994. The reports 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 statements so delivered are collectively referred to hereinafter collectively in this Agreement as the “Onstream Business Reports”; "Company SEC Filings." As of their respective dates, the Company SEC Filings (including all exhibits and the financial statements, including the notes thereto, contained in the Onstream Business Reports are collectively referred to hereinafter as the “Onstream Financial Statements.”schedules thereto and documents incorporated by reference therein) Since September 30, 2005, 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 set forth on Schedule 2.7, no such report, nor any report sent to Onstream’s shareholders generally at the date it was filed or sent, contained 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 reportmade, in light of the circumstances under which they were made, not misleading. The Onstream Financial Statements audited financial statements and unaudited interim financial statements of Company included or incorporated by reference in the Onstream Business Reports were Company SEC Filings (i) have been prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout during the periods involved (except as may be indicated in the notes thereto); (ii) complied as of their respective dates in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto; and (iii) fairly present fairly the consolidated financial position, results position of operations, and cash flows of Onstream and its consolidated subsidiaries Company as of the dates thereof and the income and cash flows for the periods indicated therein, then ended (subject, in the case of any unaudited interim financial statements, to normal year-end accounting adjustments and the absence of complete footnote disclosureadjustments).

Financial Statements and SEC Filings. All filings made Since January 1, 2006, 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 "SECCompany SEC Documents") from and after September 30). As of their respective dates, 2005, are available on the SEC's XXXXX database. Onstream will also make available Company SEC Documents complied as to the Members, on or before the Effective Time, any reports which are filed form in all material respects 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 “Onstream Business Reports”; and the financial statements, including the notes thereto, contained in the Onstream Business Reports are collectively referred to hereinafter as the “Onstream Financial Statements.”) Since September 30, 2005, Onstream has duly filed all reports required to be filed by it with the SEC under requirements of the Securities Act and of 1933, as amended (the "Securities Act") or the Securities Exchange Act of 1934, as amendedamended (the "Exchange Act"), as the case may be, and except as set forth on Schedule 2.7the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents. At the time they were filed with the SEC, no such report, nor any report sent to Onstream’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 Onstream Financial Statements As of their respective dates, the financial statements of the Company included in the Onstream Business Reports were 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 generally accepted accounting principles applied on a consistent basis throughout principles, consistently applied, during the periods involved and present fairly (except (i) as may be otherwise indicated in such financial statements or the consolidated financial positionnotes thereto, results of operations, and cash flows of Onstream and its consolidated subsidiaries as of the dates and for the periods indicated therein, subject, or (ii) in the case of unaudited interim statements, as permitted by the SEC on Form 10-Q) 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 accounting adjustments and the absence of complete footnote disclosureaudit adjustments).

Financial Statements and SEC Filings. All filings made with the Securities and Exchange Commission (the "SEC") from and after September 30, 20052006, 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 “Onstream "WiFiMed Business Reports”"; and the financial statements, including the notes thereto, contained in the Onstream WiFiMed Business Reports are collectively referred to hereinafter as the “Onstream "WiFiMed Financial Statements.”") Since September 30, 20052006, Onstream 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 set forth on Schedule 2.7previously disclosed to the Company, no such report, nor any report sent to Onstream’s WiFiMed'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 Onstream WiFiMed Financial Statements included in the Onstream WiFiMed Business Reports were prepared in accordance with 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 Onstream 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.