Common use of Financial Statements; SEC Filings Clause in Contracts

Financial Statements; SEC Filings. (a) The Company has prepared, or caused to be prepared, and made available to Parent or its advisors the audited financial statements of the Company (including the balance sheet and the related statements of income and cash flows of the Company) as of and for the fiscal year ended January 1, 2011 (the “Audited Company Financial Statements”), and the unaudited financial statements of the Company (including the balance sheet and the related statements of income and cash flows of the Company) as and for the three- month period ended April 2, 2011 (the “Unaudited Company Financial Statements”, and together with the Audited Company Financial Statements, the “Company Financial Statements”). Except as set forth therein and in Section 4.6(a) of the Company Disclosure Schedule, the Company Financial Statements have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated therein and with each other (except that the Unaudited Company Financial Statements may not contain all of the notes required by GAAP and are subject to year-end audit adjustments), and present fairly, in all material respects, the financial position, results of operations and the cash flows of the Company as of the respective dates and during the respective periods indicated therein. The audited balance sheet of the Company as of January 1, 2011 shall be referred to in this Agreement as the “ Current Balance Sheet” and the date thereof shall be referred to in this Agreement as the “Balance Sheet Date.” (b) The Company’s Registration Statement on Form S-1 under the Securities Act of 1933, as filed or amended on or prior to the date hereof (“Form S-1”), as of the respective filing dates, (i) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements in the Form S-1, in light of the circumstances under which they were made, not misleading in any material respect and (ii) complied as to form in all material respects with the requirements of the Securities Act of 1933.

Financial Statements; SEC Filings. (a) The Company has prepared, or caused Principals have delivered to be prepared, Purchaser true and made available to Parent or its advisors complete copies of the audited financial following statements of the Company (including Schedule 2.5): 2.5.1 Unaudited Balance Sheet as of August 31, 1999 (hereinafter referred to as the balance sheet "Balance Sheet Date") and applicable notes; 2.5.2 Unaudited Statements of Income, Changes in Stockholders' Equity, and Cash Flow for the related quarter ended on the Balance Sheet Date, and applicable notes; 2.5.3 Copies of all annual reports to shareholders, 10-Q forms, 10-K forms and all other forms or documents filed with the Securities and Exchange Commission (the "SEC") or distributed to shareholders within the last three (3) fiscal years (all of which documents are listed on Schedule 2.5.3). All financial statements delivered herewith or as a part of income such SEC filings are in accordance with the books and cash flows records of the Company) as of ; are complete and for correct in all material respects; are correct and complete and are consistent with the fiscal year ended January 1, 2011 (the “Audited Company Financial Statements”), books and the unaudited financial statements records of the Company (including the balance sheet which books and the related statements of income records are correct and cash flows of the Company) as complete); and for the three- month period ended April 2, 2011 (the “Unaudited Company Financial Statements”, and together with the Audited Company Financial Statements, the “Company Financial Statements”). Except as set forth therein and in Section 4.6(a) of the Company Disclosure Schedule, the Company Financial Statements have been prepared in accordance with GAAP applied on a consistent basis throughout generally accepted accounting principles consistently applied. The Company has timely filed all forms, reports and documents required to be filed by the periods indicated therein Company with the SEC since January 1, 1996. All such required forms, reports and with each other documents (except including those that the Unaudited Company Financial Statements may not contain all of file subsequent to the notes required by GAAP and are subject to year-end audit adjustmentsdate hereof), as amended, are referred to herein as the "Company SEC Reports." As of their respective dates, the Company SEC Reports (i) were prepared in accordance and present fairly, complied in all material respects, respects with the financial position, results requirements of operations and the cash flows of the Company as of the respective dates and during the respective periods indicated therein. The audited balance sheet of the Company as of January 1, 2011 shall be referred to in this Agreement as the “ Current Balance Sheet” and the date thereof shall be referred to in this Agreement as the “Balance Sheet Date.” (b) The Company’s Registration Statement on Form S-1 under the Securities Act of 1933, as filed or amended on or prior to (the date hereof (“Form S-1”"Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the respective filing dates, SEC thereunder applicable to such Company SEC Reports and (iii) did not at the time they were filed contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the Form S-1, in light of the circumstances under which they were made, not misleading misleading, except to the extent corrected prior to the date hereof by a subsequently filed Company SEC Report. The Company's subsidiary is not required to file any forms, reports or other documents with the SEC. Each of the financial statements (including, in each case, any material respect and related notes thereto) contained in the Company SEC Reports (iithe "Company Financials"), including each Company SEC Report filed after the date hereof until the Closing, (i) complied as to form in all material respects with the requirements published rules and regulations of the SEC with respect thereto, (ii) was prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as may be permitted by the SEC on Form 10-Q, 8-K or any successor form under the Exchange Act) and (iii) fairly presented in all material respects the financial position of the Company as at the respective dates thereof and the results of the Company's operations and cash flows for the periods indicated, except that the unaudited interim financial statements may not contain footnotes and were or are subject to normal and recurring year-end adjustments. The Company has heretofore furnished to Purchaser a complete and correct copy of any amendments or modifications, which have not yet been filed with the SEC but which are required to be filed, to agreements, documents or other instruments which previously had been filed by the Company with the SEC pursuant to the Securities Act of 1933or the Exchange Act.

Financial Statements; SEC Filings. (aA) The Company has prepared, or caused to be prepared, Each of (i) and made available to Parent or its advisors the audited financial statements of the Company (ii) below (including the balance sheet and the related statements of income and cash flows of the Companynotes thereto) as of and for the fiscal year ended January 1(collectively, 2011 (the “Audited Company ARC Financial Statements”), and the unaudited financial statements of the Company (including the balance sheet and the related statements of income and cash flows of the Company) as and for the three- month period ended April 2, 2011 (the “Unaudited Company Financial Statements”, and together with the Audited Company Financial Statements, the “Company Financial Statements”). Except as set forth therein and in Section 4.6(a) of the Company Disclosure Schedule, the Company Financial Statements have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated therein covered thereby and with each other (except present fairly the financial condition of ARC and its Subsidiaries as of such dates and the results of operations of ARC and its Subsidiaries for such periods; provided, however, that the Unaudited Company ARC Most Recent Financial Statements may not contain all of the notes required by GAAP and are subject to normal year-end audit adjustments)adjustments and lack footnotes and other presentation items, none of which is material: (i) audited consolidated balance sheets and statements of income, changes in stockholders’ equity, and present fairly, in all material respects, the financial position, results of operations and the cash flows of the Company flow as of and for the respective dates fiscal years ended December 31, 2003, December 31, 2004, and during the respective periods indicated therein. The audited December 31, 2005 for ARC and its Subsidiaries; and (ii) unaudited consolidated balance sheet sheets and statements of the Company income, changes in stockholders’ equity, and cash flow as of and for the six months ended June 30, 2006 for ARC and its Subsidiaries (the “ARC Most Recent Financial Statements”). (B) ARC has filed with the SEC all forms, reports, schedules, statements and other documents required to be filed or furnished by it and its Subsidiaries since January 1, 2011 shall be referred to in this Agreement as 2002 under the “ Current Balance Sheet” and the date thereof shall be referred to in this Agreement as the “Balance Sheet Date.” (b) The Company’s Registration Statement on Form S-1 under Exchange Act or the Securities Act (as such documents have been amended since the time of 1933, as filed or amended on or their filing prior to the date hereof (collectively, the “Form S-1ARC SEC Documents”). As of their respective dates or, if amended prior to the date hereof, as of the respective filing datesdate of the last such amendment, the ARC SEC Documents, including any financial statements or schedules included therein (i) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements in the Form S-1therein, in light of the circumstances under which they were made, not misleading in any material respect misleading, and (ii) complied as to form in all material respects with the applicable requirements of the Securities Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of 1933the SEC thereunder. Each of the consolidated financial statements included in the ARC SEC Documents has been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presents in all material respects, as applicable, the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of ARC and its consolidated Subsidiaries as at the dates thereof or for the periods presented therein (subject, in the case of any unaudited interim financial statements, to normal year-end adjustments and for the absence of footnotes).

Financial Statements; SEC Filings. (a) The Company has prepared, or caused to be prepared, and made available to Parent or its advisors Schedule 5.3(a) contains the audited financial statements unaudited balance sheets of the Company (including the balance sheet Business as of December 31, 1999 and 2000 and the related statements of income income, stockholders' equity and cash flows for the 12-month periods then ended (collectively, the "Financial Statements"). (b) Each of the CompanyFinancial Statements (A) as of has been prepared in accordance with the books and for the fiscal year ended January 1, 2011 (the “Audited Company Financial Statements”), and the unaudited financial statements records of the Company (including which are true and complete in all material respects), which have been maintained in a manner consistent with historical practice, (B) fairly presents the balance sheet financial condition and the related statements results of income and cash flows operations which it purports to present as of the Company) as dates thereof and for the three- month period ended April 2, 2011 periods indicated thereon and (the “Unaudited Company Financial Statements”, and together with the Audited Company Financial Statements, the “Company Financial Statements”). Except as set forth therein and in Section 4.6(aC) of the Company Disclosure Schedule, the Company Financial Statements have has been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby (except as may be indicated therein and with each other (except that the Unaudited Company Financial Statements may not contain all of or the notes required by GAAP and are subject to year-end audit adjustmentsthereto). (c) Except as disclosed on Schedule 5.3(c), all forms, reports, statements and present fairlyother documents required to be filed by the Company with the SEC since April 27, 1996 (excluding the exhibits filed therewith) (the "Company SEC Reports") (i) were prepared in all material respects, respects in accordance with the financial position, results of operations and the cash flows applicable requirements of the Company as of Securities Act, or the respective dates and during the respective periods indicated therein. The audited balance sheet of the Company as of January 1Exchange Act, 2011 shall be referred to in this Agreement as the “ Current Balance Sheet” case may be, and (ii) did not at the date thereof shall be referred to in this Agreement as the “Balance Sheet Date.” time they were filed (b) The Company’s Registration Statement on Form S-1 under the Securities Act of 1933, as filed or if amended on or superseded by a filing prior to the date hereof (“Form S-1”)of this Agreement, as then on the date of the respective filing dates, (isuch filing) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the Form S-1, in light of the circumstances under which they were made, not misleading misleading, and which created a material adverse effect on the Business. The Company SEC Report on Form 10-KSB with the SEC for the period ending December 31, 2000 is referred to as the "Latest Company SEC Report". (d) The financial statements (including, in each case, any material respect related notes or schedules thereto) contained in the Latest Company SEC Report were prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated therein or in the notes thereto or, in the case of unaudited interim financial statements, as permitted by Form 10-KSB of the SEC), and (ii) complied as to form fairly presented in all material respects with the requirements financial position of the Securities Act Company as of 1933the respective dates thereof and the results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments.

Financial Statements; SEC Filings. (ai) The Company To the Knowledge of Buyer, Buyer has preparedtimely filed or furnished all registration statements, or caused prospectuses, definitive proxy statements, schedules and reports required to be prepared, and made available to Parent filed or its advisors the audited financial statements of the Company (including the balance sheet and the related statements of income and cash flows of the Company) as of and for the fiscal year ended January 1, 2011 (the “Audited Company Financial Statements”), and the unaudited financial statements of the Company (including the balance sheet and the related statements of income and cash flows of the Company) as and for the three- month period ended April 2, 2011 (the “Unaudited Company Financial Statements”, and together with the Audited Company Financial Statements, the “Company Financial Statements”). Except as set forth therein and in Section 4.6(a) of the Company Disclosure Schedule, the Company Financial Statements have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated therein and with each other (except that the Unaudited Company Financial Statements may not contain all of the notes required furnished by GAAP and are subject to year-end audit adjustments), and present fairly, in all material respects, the financial position, results of operations and the cash flows of the Company as of the respective dates and during the respective periods indicated therein. The audited balance sheet of the Company as of January 1, 2011 shall be referred to in this Agreement as the “ Current Balance Sheet” and the date thereof shall be referred to in this Agreement as the “Balance Sheet Date.” (b) The Company’s Registration Statement on Form S-1 it under the Securities Act of 1933or the Exchange Act, as filed the case may be, since September 1, 2021 (collectively, the “Buyer SEC Filings”). Each Buyer SEC Filing as of its applicable filing date, or on such date as it was amended on or and supplemented prior to the date hereof (“Form S-1”)of this Agreement, if applicable, complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be. To the Knowledge of the respective filing datesBuyer, (i) did not contain no Buyer SEC Filing contained any untrue statement of a material fact as of its applicable filing date or omit omitted to state a any material fact required to be stated therein or necessary in order to make the statements in the Form S-1made therein, in light of the circumstances under which they were made, not misleading in any material respect and as of its applicable filing date. (ii) complied Each of the consolidated financial statements (including, in each case, any notes thereto) contained in the Buyer SEC Filings (the “Buyer Financial Statements”), as of their respective dates (or if amended or supplemented in a Buyer SEC Filing filed prior to form the date of this Agreement, as of the date amended or supplemented) was prepared in accordance with GAAP applied (except as may be indicated in the notes thereto and, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q under the Exchange Act) on a consistent basis throughout the periods indicated, and each presented fairly in all material respects with the requirements consolidated financial position, results of operations and cash flows of Buyer as of the Securities Act respective dates thereof and for the respective periods indicated therein (subject to, in the case of 1933unaudited financial statements, (A) normal year-end adjustments and (B) the absence of footnotes that would appear in audited financial statements). The books and records of Buyer have been, and are being, maintained in material compliance with applicable legal and accounting requirements. To the Knowledge of Buyer, there are no inquiries or investigations by the SEC or any internal investigations pending or threatened, in each case, regarding any violation of accounting practices of Buyer.