Common use of Parent Documents Clause in Contracts

Parent Documents. Since January 1, 1999, Parent has filed all required reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) with the SEC (the "Parent SEC Documents"). As of their respective filing dates, (i) the Parent SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Documents, and (ii) none of the Parent SEC Documents when filed (or when amended and restated and as supplemented by subsequently filed Parent SEC Document) 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. The financial statements of Parent included in the Parent SEC Documents complied as to form, as of their respective dates of filing with the SEC, 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 (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present 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 and to other adjustments described in the notes to such unaudited statements). Except (A) as reflected in Parent's unaudited balance sheet as of March 31, 2002 or liabilities described in any notes thereto (or liabilities for which neither accrual nor footnote disclosure is required pursuant to GAAP) or (B) for liabilities incurred in the ordinary course of business since March 31, 2002 consistent with past practice or in connection with this Agreement or the transactions contemplated hereby, neither Parent nor any of its subsidiaries has any liabilities or obligations of any nature other than liabilities or obligations that would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on Parent.

Parent Documents. Since January 1, 1999, Parent has filed all required reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated thereina) with the SEC (the "Parent SEC Documents"). As of their respective filing dates, (i) all reports filed by Parent with the Parent Securities and Exchange Commission (the "SEC") pursuant to the Exchange Act (the "PARENT SEC Documents DOCUMENTS") complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Documents, and (ii) none of the no Parent SEC Documents when filed (or when amended and restated and Documents, as supplemented by subsequently filed Parent SEC Document) of their respective dates contained any untrue statement of a material fact or omitted omitted, and no Parent SEC Document filed subsequent to the date hereof will omit as of their respective dates, to state a material fact required to be stated therein or necessary in order to make the statements thereintherein (in the case of registration statements of the Parent under the Securities Act, in light of the circumstances under which they were made, ) not misleading. . (b) The financial statements of Parent included in the Parent SEC Documents (including the related notes) complied as to form, as of their respective dates of filing with the SEC, 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 (except, in the case of unaudited statements, as permitted by Quarterly Report Form 10-Q of the SEC) applied on a consistent basis during the periods and at the dates involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position condition of Parent and its consolidated subsidiaries as of at the dates thereof and the consolidated results of their operations and cash flows of Parent and its subsidiaries for the periods then ended (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments and to other adjustments described that were not material in the notes to such unaudited statementsamount or effect). Except for liabilities (Ai) as reflected in Parent's unaudited balance sheet as of March 31June 30, 2002 2004 or liabilities described in any notes thereto (or liabilities for which neither accrual nor footnote disclosure is required pursuant to GAAP), (ii) or (B) for liabilities incurred in the ordinary course of business since March 31June 30, 2002 2004 consistent with past practice or in connection with this Agreement or the transactions contemplated hereby, or (iii) set forth on Schedule 4.5(b) of the Parent Disclosure Schedule, neither Parent nor any of its subsidiaries has any material liabilities or obligations of any nature other than liabilities or obligations that would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on Parentnature.

Parent Documents. Since January 1, 19992000, Parent has filed all required reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) with the SEC (the "Parent SEC Documents"). As of their respective filing dates, (i) the Parent SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Documents, and (ii) none of the Parent SEC Documents when filed (or when amended and restated and as supplemented by subsequently filed Parent SEC Document) 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. The financial statements of Parent included in the Parent SEC Documents complied as to form, as of their respective dates of filing with the SEC, 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 (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly 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 and to other adjustments described in the notes to such unaudited statements). Except (A) as reflected in Parent's unaudited balance sheet as of March 31, 2002 or liabilities described in any notes thereto (or liabilities for which neither accrual nor footnote disclosure is required pursuant to GAAP) or (B) for liabilities incurred in the ordinary course of business since March 31, 2002 consistent with past practice or in connection with this Agreement or the transactions contemplated hereby, neither Parent nor any of its subsidiaries has any liabilities or obligations of any nature other than liabilities or obligations that would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on Parent.

Parent Documents. Since January 1, 1999, Parent has filed all required reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated thereina) with the SEC (the "Parent SEC Documents"). As of their respective filing dates, (i) Parent’s Annual Report on Form 10-K for its fiscal year ended December 31, 2012, and all reports, schedules, forms, information statements and other documents (including exhibits) filed by Parent with the Securities and Exchange Commission (“SEC”) subsequent to such fiscal year end (together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 (“SOXA”), the “Parent SEC Documents Documents”) complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder there under applicable to such Parent SEC Documents, and (ii) none of the Parent SEC Documents when filed (except as amended or when amended and restated and as supplemented by a subsequently filed Parent SEC Document, and (ii) no Parent SEC Documents, as of their respective dates, contained (except for such matters as were amended or supplemented by a subsequently filed Parent SEC Document, if any), and no Parent SEC Document filed subsequent to the date hereof through the Closing Date will contain as of their respective dates, any untrue statement of a material fact or omitted omitted, and no Parent SEC Document filed subsequent to the date hereof and through the Closing Date will omit as of their respective dates, to state a material fact required to be stated therein or necessary in order to make the statements thereintherein (in the case of registration statements of Parent under the Securities Act, in light of the circumstances under which they were made) not misleading (excluding information furnished by Company or shareholders of Company for inclusion therein, not misleading. as to which no representation or warranty is given by Parent). (b) The financial statements of Parent included in the Parent SEC Documents (including the related notes) complied as to form, as of their respective dates of filing with the SECSEC (except as subsequently amended or supplemented by a subsequent Parent SEC Document, if at all), 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 generally accepted accounting principles (“GAAP”) (except, in the case of unaudited statements, as permitted by Quarterly Report on Form 10l0-Q of the SEC) applied on a consistent basis during the periods and at the dates involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position condition of Parent and its consolidated subsidiaries 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 notes and normal year-end audit adjustments and that were not, or with respect to other adjustments described any such financial statements contained in any Parent SEC Documents to be filed subsequently to the notes date hereof are not reasonably expected to such unaudited statementsbe, material in amount or effect). Except for liabilities (Ai) as set forth in the Parent Disclosure Schedule, (ii) reflected in Parent's unaudited balance sheet ’s audited financial statements as of March at, and for the period ending, December 31, 2002 or 2012, including, without limitation, any liabilities described in any notes thereto (or liabilities for which neither accrual nor footnote disclosure is required pursuant to GAAP), (iii) or (B) for liabilities incurred in the ordinary course of business since March December 31, 2002 2012 consistent with Parent’s past practice practices, or (iv) in connection with the negotiation and consummation of this Agreement or and the transactions contemplated hereby, neither Parent nor any of its subsidiaries has any no material liabilities or obligations obligations, whether absolute, accrued, contingent or otherwise. (c) Each of any nature other than liabilities or obligations that would notParent, individually or its directors and its senior financial officers has consulted to the extent necessary with Parent's independent auditors and with Parent's outside counsel with respect to, and (to the extent applicable to Parent) is familiar in all material respects with all of the requirements of, SOXA. Parent hereby reaffirms, represents and warrants to the Company the matters and statements made in the aggregate, reasonably be expected certifications filed with the SEC pursuant to have a material adverse effect on ParentSections 302 and 906 of SOXA as if such certifications were made as of the Closing Date.

Parent Documents. (i) Since January 1, 19992001, Parent has and each of its Subsidiaries subject to reporting under Section 13 or Section 15(d) of the Exchange Act have filed all required reports, reports with the SEC and all required schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) with the SEC (collectively, the "Parent PARENT SEC Documents"). As of their respective filing dates, (i) the Parent SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Documents, and (ii) none of the Parent SEC Documents when filed (as of its date, except as amended or when amended and restated and as supplemented by subsequently filed a subsequent Parent Filed SEC Document) , 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. , and no Parent SEC Document filed subsequent to the date hereof will contain as of its date, 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 light of the circumstances under which they were made, not misleading. (ii) The financial statements of Parent and its consolidated Subsidiaries included in the Parent SEC Documents (including the related notes) complied as to form, as of their respective dates of filing with the SEC, 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 (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of Parent and its consolidated subsidiaries Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, subject in the case of unaudited statements, to normal recurring year-end audit adjustments normal in nature and to other adjustments described in the notes to such unaudited statementsamount). . (iii) Except (A) as reflected in Parent's unaudited balance sheet as of March 31June 30, 2002 2003 or liabilities described in any notes thereto (or liabilities for which neither accrual nor footnote disclosure is required pursuant to GAAP) or (B) for liabilities incurred in the ordinary course of business since March 31, 2002 consistent with past practice since June 30, 2003 or in connection with this Agreement or the transactions contemplated hereby, neither Parent nor and its Subsidiaries, taken as a whole, do not have any of its subsidiaries has any material liabilities or obligations of any nature other than liabilities nature, whether absolute, accrued, contingent or obligations that would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on Parentotherwise.

Parent Documents. Since January 1, 1999, Parent has filed all required reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated thereina) with the SEC (the "Parent SEC Documents"). As of their respective filing dates, (i) all reports filed by Parent with the Parent Securities and Exchange Commission (the "SEC") pursuant to the Exchange Act (the "PARENT SEC Documents DOCUMENTS") complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Documents, and (ii) none of the no Parent SEC Documents when filed (or when amended and restated and Documents, as supplemented by subsequently filed Parent SEC Document) of their respective dates contained any untrue statement of a material fact or omitted omitted, and no Parent SEC Document filed subsequent to the date hereof will omit as of their respective dates, to state a material fact required to be stated therein or necessary in order to make the statements thereintherein (in the case of registration statements of the Parent under the Securities Act, in light of the circumstances under which they were made, ) not misleading. Parent has made available to the Company and the Stockholder true and correct copies of its Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2004, June 30, 2004, and September 30, 2004, and a true and correct copy of its proxy statement relating to its 2004 annual meeting of stockholders held on November 17, 2004. (b) The financial statements of Parent included in the Parent SEC Documents (including the related notes) complied as to form, as of their respective dates of filing with the SEC, 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 (except, in the case of unaudited statements, as permitted by Quarterly Report Form 10-Q of the SEC) applied on a consistent basis during the periods and at the dates involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position condition of Parent and its consolidated subsidiaries as of at the dates thereof and the consolidated results of their operations and cash flows of Parent and its subsidiaries for the periods then ended (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments and to other adjustments described that were not material in the notes to such unaudited statementsamount or effect). Except for liabilities (Ai) as reflected in Parent's unaudited balance sheet as of March December 31, 2002 2004 or liabilities described in any notes thereto (or liabilities for which neither accrual nor footnote disclosure is required pursuant to GAAP), (ii) or (B) for liabilities incurred in the ordinary course of business since March December 31, 2002 2004 consistent with past practice or in connection with this Agreement or the transactions contemplated hereby, or (iii) set forth on Schedule 4.4(b) of the Parent Disclosure Schedule, neither Parent nor any of its subsidiaries has any material liabilities or obligations of any nature other than liabilities nature. Parent is not in material default in respect of any terms or obligations that would notconditions of any indebtedness, individually or in the aggregate, reasonably be expected to nor does any default exist which could have a material adverse effect on Parentthe business, assets, liabilities, condition (financial or otherwise), cash flows or results of operations of Parent or its subsidiaries, or on the ability of the Parent to perform its obligations under this Agreement or the Transaction Documents.

Parent Documents. Since January 1, 19992000, Parent has filed ---------------- all required reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) with the SEC (the "Parent SEC Documents"). As of their respective filing dates, (i) the Parent SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Documents, and (ii) none of the Parent SEC Documents when filed (or when amended and restated and as supplemented by subsequently filed Parent SEC Document) 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. The financial statements of Parent included in the Parent SEC Documents complied as to form, as of their respective dates of filing with the SEC, 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 (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly 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 and to other adjustments described in the notes to such unaudited statements). Except (A) as reflected in Parent's unaudited balance sheet as of March 31, 2002 or liabilities described in any notes thereto (or liabilities for which neither accrual nor footnote disclosure is required pursuant to GAAP) or (B) for liabilities incurred in the ordinary course of business since March 31, 2002 consistent with past practice or in connection with this Agreement or the transactions contemplated hereby, neither Parent nor any of its subsidiaries has any liabilities or obligations of any nature other than liabilities or obligations that would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on Parent.

Parent Documents. Since January 1(a) Except as set forth in Section 4.4 of the Parent Disclosure Schedule, 1999, Parent has filed all required reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) with the SEC (the "Parent SEC Documents"). As as of their respective filing dates, (i) all reports filed by Parent and which must be filed by Parent in the future with the Securities and Exchange Commission (the “SEC”) pursuant to the Exchange Act (the “Parent SEC Documents Documents”) complied and, with respect to future filings, will comply in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Documents, and (ii) none of the no Parent SEC Documents when filed (or when amended and restated and Documents, as supplemented by subsequently filed Parent SEC Document) of their respective dates contained any untrue statement of a material fact or omitted omitted, and no Parent SEC Document filed subsequent to the date hereof will omit as of their respective dates, to state a material fact required to be stated therein or necessary in order to make the statements thereintherein (in the case of registration statements of the Parent under the Securities Act, in light of the circumstances under which they were made, ) not misleading. . (b) The financial statements of Parent included in the Parent SEC Documents (including the related notes) complied as to form, as of their respective dates of filing with the SEC, 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 (except, in the case of unaudited statements, as permitted by Quarterly Report Form 10-Q of the SEC) applied on a consistent basis during the periods and at the dates involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position condition of Parent and its consolidated subsidiaries as of at the dates thereof and the consolidated results of their operations and cash flows of Parent and its subsidiaries for the periods then ended (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments and to other adjustments described that were not material in the notes to such unaudited statementsamount or effect). Except for liabilities (Ai) as reflected in Parent's ’s unaudited balance sheet as of March December 31, 2002 2006 or liabilities described in any notes thereto (or liabilities for which neither accrual nor footnote disclosure is required pursuant to GAAP) ), or (Bii) for liabilities incurred in the ordinary course of business since March December 31, 2002 2006 consistent with past practice or in connection with this Agreement or the transactions contemplated hereby, neither Parent nor any of its subsidiaries has any material liabilities or obligations of any nature other than liabilities or obligations that would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on Parentnature.

Parent Documents. Since January 1, 1999, (i) Parent has and each of its Subsidiaries subject to reporting under Section 13 or Section 15(d) of the Exchange Act have (A) filed all required reports, reports with the SEC and (B) all required schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) with the SEC (together with the reports referred to in clause (A), the "Parent PARENT SEC DocumentsDOCUMENTS"), except in the case of (A) as would not reasonably be expected to have a Material Adverse Effect on Parent. As of their respective filing dates, (i) the Parent SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Documents, and (ii) none of the Parent SEC Documents when filed (as of its date, except as amended or when amended and restated and as supplemented by subsequently filed a subsequent Parent Filed SEC Document) , 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. , and no Parent SEC Document filed subsequent to the date hereof will contain as of its date, 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 light of the circumstances under which they were made, not misleading. (ii) The financial statements of Parent and its consolidated Subsidiaries included in the Parent SEC Documents (including the related notes) complied as to form, as of their respective dates of filing with the SEC, 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 (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of Parent and its consolidated subsidiaries 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 and to other adjustments described in the notes to such unaudited statements). . (iii) Except (A) as reflected in Parent's unaudited balance sheet as of March 31June 30, 2002 2003 or liabilities described in any notes thereto (or liabilities for which neither accrual nor footnote disclosure is required pursuant to GAAP) or (B) for liabilities incurred in the ordinary course of business since March 31June 30, 2002 2003 consistent with past practice or in connection with this Agreement or the transactions contemplated hereby, neither Parent nor and its Subsidiaries, taken as a whole, do not have any of its subsidiaries has any material liabilities or obligations of any nature other than liabilities nature, whether absolute, accrued, contingent or obligations that would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on Parentotherwise.

Parent Documents. Since January 1, 1999, Parent has filed all required reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated thereinA) with the SEC (the "Parent SEC Documents"). As of their respective filing dates, (i) Parent's Annual Report on Form 10-KSB for its fiscal year ended January 31, 2004, and all reports, schedules, forms, information statements and other documents (including exhibits) filed by Parent with the SEC subsequent to such fiscal year end (together with all certifications required pursuant to the Sarbanes-Oxley Act of 2002 ("SOXA"), the "Parent SEC Documents complied in all Documents") xxxxxxxx xx xxl material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Documents, and (ii) none of the Parent SEC Documents when filed (except as amended or when amended and restated and as supplemented by a subsequently filed Parent SEC Document, and (ii) no Parent SEC Documents, as of their respective dates, contained (except for such matters as were amended or supplemented by a subsequently filed Parent SEC Document, if any), and no Parent SEC Document filed subsequent to the date hereof through the Closing Date will contain as of their respective dates, any untrue statement of a material fact or omitted omitted, and no Parent SEC Document filed subsequent to the date hereof and through the Closing Date will omit as of their respective dates, to state a material fact required to be stated therein or necessary in order to make the statements thereintherein (in the case of registration statements of Parent under the Securities Act, in light of the circumstances under which they were made) not misleading (excluding, not misleading. for information furnished by Company or shareholders of Company for inclusion therein, as to which no representation or warranty is given by Parent). (B) The financial statements of Parent included in the Parent SEC Documents (including the related notes) complied as to form, as of their respective dates of filing with the SECSEC (except as subsequently amended or supplemented by a subsequent Parent SEC Document, if at all), 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 (except, in the case of unaudited statements, as permitted by Quarterly Report on Form 10l0-Q QSB of the SEC) applied on a consistent basis during the periods and at the dates involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position condition of Parent and its consolidated subsidiaries 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 notes and normal year-end audit adjustments and that were not, or with respect to other adjustments described any such financial statements contained in any Parent SEC Documents to be filed subsequently to the notes date hereof are not reasonably expected to such unaudited statementsbe, material in amount or effect). Except for liabilities (Ai) as set forth in Section 4.5 of the Parent Disclosure Schedule, (ii) reflected in Parent's unaudited balance sheet audited financial statements as of March at, and for the period ending, January 31, 2002 or 2004, including, without limitation, any liabilities described in any notes thereto (or liabilities for which neither accrual nor footnote disclosure is required pursuant to GAAP), (iii) or (B) for liabilities incurred in the ordinary course of business since March January 31, 2002 2004 consistent with Parent's past practice practices, or (iv) in connection with the negotiation and consummation of this Agreement or and the transactions contemplated hereby, neither Parent nor any has no material liabilities or obligations, whether absolute, accrued, contingent or otherwise. Cacciamatta Accountancy Corporation, who have expressed their opinion with respect to the financial statements of Parent and its subsidiaries has any liabilities or obligations of any nature other than liabilities or obligations that would not, individually or included in the aggregateParent SEC Documents (including the related notes), reasonably be expected are independent public or certified public accountants as required by the Securities Act and the Exchange Act. (C) Each of Parent, its directors and its senior financial officers has consulted to have a the extent necessary with Parent's independent auditors and with Parent's outside counsel with respect to, and (to the extent applicable to Parent) is familiar in all material adverse effect respects with all of the requirements of, SOXA. Parent hereby reaffirms, represents and warrants to the Company the matters and statements made in the certifications filed with the SEC pursuant to Sections 302 and 906 of SOXA as if such certifications were made as of the Closing Date. (D) Parent has applied for listing of the Parent Common Stock on Parentthe American Stock Exchange (the "AMEX"). Parent shall use its commercially reasonable efforts to effectuate the listing of the Parent Common Stock on AMEX. If prior to the Effective Time, Parent Common Stock is listed on AMEX, Parent shall comply with all the rules and regulations of such exchange.

Parent Documents. Since January 1, 1999, Parent has filed all required reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated thereina) with the SEC (the "Parent SEC Documents"). As of their respective filing dates, (i) Parent’s Annual Report on Form 10-K for its fiscal year ended July 31, 2011, and all reports, schedules, forms, information statements and other documents (including exhibits) filed by Parent with the Securities and Exchange Commission (“SEC”) subsequent to such fiscal year end (together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 (“SOXA”), the “Parent SEC Documents Documents”) complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder there under applicable to such Parent SEC Documents, and (ii) none of the Parent SEC Documents when filed (except as amended or when amended and restated and as supplemented by a subsequently filed Parent SEC Document, and (ii) no Parent SEC Documents, as of their respective dates, contained (except for such matters as were amended or supplemented by a subsequently filed Parent SEC Document, if any), and no Parent SEC Document filed subsequent to the date hereof through the Closing Date will contain as of their respective dates, any untrue statement of a material fact or omitted omitted, and no Parent SEC Document filed subsequent to the date hereof and through the Closing Date will omit as of their respective dates, to state a material fact required to be stated therein or necessary in order to make the statements thereintherein (in the case of registration statements of Parent under the Securities Act, in light of the circumstances under which they were made) not misleading (excluding information furnished by Company or shareholders of Company for inclusion therein, not misleading. as to which no representation or warranty is given by Parent). (b) The financial statements of Parent included in the Parent SEC Documents (including the related notes) complied as to form, as of their respective dates of filing with the SECSEC (except as subsequently amended or supplemented by a subsequent Parent SEC Document, if at all), 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 generally accepted accounting principals (“GAAP”) (except, in the case of unaudited statements, as permitted by Quarterly Report on Form 10l0-Q of the SEC) applied on a consistent basis during the periods and at the dates involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position condition of Parent and its consolidated subsidiaries 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 notes and normal year-end audit adjustments and that were not, or with respect to other adjustments described any such financial statements contained in any Parent SEC Documents to be filed subsequently to the notes date hereof are not reasonably expected to such unaudited statementsbe, material in amount or effect). Except for liabilities (Ai) as set forth in the Parent Disclosure Schedule, (ii) reflected in Parent's unaudited balance sheet ’s audited financial statements as of March at, and for the period ending, July 31, 2002 or 2011, including, without limitation, any liabilities described in any notes thereto (or liabilities for which neither accrual nor footnote disclosure is required pursuant to GAAP), (iii) or (B) for liabilities incurred in the ordinary course of business since March July 31, 2002 2011 consistent with Parent’s past practice practices, or (iv) in connection with the negotiation and consummation of this Agreement or and the transactions contemplated hereby, neither Parent nor any of its subsidiaries has any no material liabilities or obligations obligations, whether absolute, accrued, contingent or otherwise. (c) Each of any nature other than liabilities or obligations that would notParent, individually or its directors and its senior financial officers has consulted to the extent necessary with Parent's independent auditors and with Parent's outside counsel with respect to, and (to the extent applicable to Parent) is familiar in all material respects with all of the requirements of, SOXA. Parent hereby reaffirms, represents and warrants to the Company the matters and statements made in the aggregate, reasonably be expected certifications filed with the SEC pursuant to have a material adverse effect on ParentSections 302 and 906 of SOXA as if such certifications were made as of the Closing Date.

Parent Documents. Since January 131, 19992000, Parent has timely filed (giving effect for this purpose to permissible extensions pursuant to Rule 12b-25 under the Exchange Act, to the extent the filing deadline as so extended was satisfied) all required reports, schedules, forms, information statements and other documents (including exhibits and all other information incorporated thereinexhibits) required to be filed by Parent with the SEC (together with all certifications required pursuant to SOXA, the "Parent SEC Documents"). As of their respective filing dates, (i) the Parent SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Documents, and (ii) none of the no Parent SEC Documents when filed (Documents, as of their respective dates, except as amended or when amended and restated and as supplemented by a subsequently filed Parent SEC Document) contained , contained, and no Parent SEC Document filed subsequent to the date hereof will contain as of their respective dates, any untrue statement of a material fact or omitted omitted, and no Parent SEC Document filed subsequent to the date hereof will omit as of their respective dates, to state a material fact required to be stated therein or necessary in order to make the statements thereintherein (in the case of registration statements of the Parent under the Securities Act, in light of the circumstances under which they were made, ) not misleading. The financial statements of Parent included in the Parent SEC Documents (including the related notes) complied as to form, as of their respective dates of filing with the SEC, 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 (except, in the case of unaudited statements, as permitted by Quarterly Report Form 10l0-Q of the SEC) applied on a consistent basis during the periods and at the dates involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position condition of Parent and its consolidated subsidiaries 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 notes and normal year-end audit adjustments and that were not, or with respect to other adjustments described any such financial statements contained in any Parent SEC Documents to be filed subsequently to the notes date hereof are not reasonably expected to such unaudited statementsbe, material in amount or effect). Except (A) as reflected in Parent's unaudited balance sheet as of March October 31, 2002 or liabilities described in any notes thereto (or liabilities for which neither accrual nor footnote disclosure is required pursuant to GAAP) or (B) for liabilities incurred in the ordinary course of business since March October 31, 2002 consistent with past practice or in connection with this Agreement or the transactions contemplated hereby, neither Parent nor any of its subsidiaries has any material liabilities or obligations of any nature other nature. Deloitte & Touche LLP, who have expressed their opinion with respect to the financial statements of the Parent and its subsidiaries included in Parent SEC Documents (including the related notes), are independent public or certified public accountants as required by the Securities Act and the Exchange Act. Each of the Parent, its directors and its senior financial officers has consulted with the Parent's independent auditors and with the Parent's outside counsel with respect to, and (to the extent applicable to the Parent) is familiar in all material respects with all of the requirements of, SOXA. The Parent is in compliance with the provisions of SOXA applicable to it as of the date hereof and has implemented such programs and has taken reasonable steps, upon the advice of the Parent's independent auditors and outside counsel, respectively, to ensure Parent's future compliance (not later than liabilities or obligations that would not, individually or the relevant statutory and regulatory deadlines therefor) with all provisions of SOXA which shall become applicable to the Parent after the date hereof. All financial projections and forecasts heretofore furnished to the Company were prepared by the Parent's management in good faith on the aggregate, reasonably be expected basis of reasonable assumptions (based on the best information and estimates currently available to have a material adverse effect on Parentmanagement when made).

Parent Documents. Since January 1, 1999, Parent has filed all required reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated thereina) with the SEC (the "Parent SEC Documents"). As of their respective filing dates, (i) all reports filed by Parent with the Securities and Exchange Commission (the “SEC”) pursuant to the Exchange Act (the “Parent SEC Documents Documents”) complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Documents, and (ii) none of the no Parent SEC Documents when filed (Documents, as of their respective dates, except as amended or when amended and restated and as supplemented by a subsequently filed Parent SEC Document) , contained any untrue statement of a material fact or omitted omitted, and no Parent SEC Document filed subsequent to the date hereof will omit as of their respective dates, to state a material fact required to be stated therein or necessary in order to make the statements thereintherein (in the case of registration statements of the Parent under the Securities Act, in light of the circumstances under which they were made, ) not misleading. . (b) The financial statements of Parent included in the Parent SEC Documents (including the related notes) complied as to form, as of their respective dates of filing with the SEC, 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 (except, in the case of unaudited statements, as permitted by in Quarterly Reports on Form 10-Q of the SECQSB) applied on a consistent basis during the periods and at the dates involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position condition of Parent and its consolidated subsidiaries as of at the dates thereof and the consolidated results of their operations and cash flows of Parent and its subsidiaries for the periods then ended (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments and to other adjustments described that were not material in the notes to such unaudited statementsamount or effect). Except for liabilities (Ai) as reflected in Parent's ’s unaudited balance sheet as of March 31, 2002 2005 or liabilities described in any notes thereto (or liabilities for which neither accrual nor footnote disclosure is required pursuant to GAAP), (ii) or (B) for liabilities incurred in the ordinary course of business since March 31, 2002 2005 consistent with past practice or in connection with this Agreement or the transactions contemplated hereby, or (iii) set forth on Schedule 4.5(b) of the Parent Disclosure Schedule, neither Parent nor any of its subsidiaries has any material liabilities or obligations of any nature other than liabilities or obligations that would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on Parentnature.

Parent Documents. Since January 1, 1999, Parent has filed all required reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated thereinA) with the SEC (the "Parent SEC Documents"). As of their respective filing dates, (i) Parent's Annual Report on Form 10-KSB for its fiscal year ended January 31, 2004, and all reports, schedules, forms, information statements and other documents (including exhibits) filed by Parent with the SEC subsequent to such fiscal year end (together with all certifications required pursuant to the Sxxxxxxx-Xxxxx Act of 2002 ("SOXA"), the "Parent SEC Documents Documents") complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Documents, and (ii) none of the Parent SEC Documents when filed (except as amended or when amended and restated and as supplemented by a subsequently filed Parent SEC Document, and (ii) no Parent SEC Documents, as of their respective dates, contained (except for such matters as were amended or supplemented by a subsequently filed Parent SEC Document, if any), and no Parent SEC Document filed subsequent to the date hereof through the Closing Date will contain as of their respective dates, any untrue statement of a material fact or omitted omitted, and no Parent SEC Document filed subsequent to the date hereof and through the Closing Date will omit as of their respective dates, to state a material fact required to be stated therein or necessary in order to make the statements thereintherein (in the case of registration statements of Parent under the Securities Act, in light of the circumstances under which they were made) not misleading (excluding, not misleading. for information furnished by Company or shareholders of Company for inclusion therein, as to which no representation or warranty is given by Parent). (B) The financial statements of Parent included in the Parent SEC Documents (including the related notes) complied as to form, as of their respective dates of filing with the SECSEC (except as subsequently amended or supplemented by a subsequent Parent SEC Document, if at all), 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 (except, in the case of unaudited statements, as permitted by Quarterly Report on Form 10l0-Q QSB of the SEC) applied on a consistent basis during the periods and at the dates involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position condition of Parent and its consolidated subsidiaries 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 notes and normal year-end audit adjustments and that were not, or with respect to other adjustments described any such financial statements contained in any Parent SEC Documents to be filed subsequently to the notes date hereof are not reasonably expected to such unaudited statementsbe, material in amount or effect). Except for liabilities (Ai) as set forth in Section 4.5 of the Parent Disclosure Schedule, (ii) reflected in Parent's unaudited balance sheet audited financial statements as of March at, and for the period ending, January 31, 2002 or 2004, including, without limitation, any liabilities described in any notes thereto (or liabilities for which neither accrual nor footnote disclosure is required pursuant to GAAP), (iii) or (B) for liabilities incurred in the ordinary course of business since March January 31, 2002 2004 consistent with Parent's past practice practices, or (iv) in connection with the negotiation and consummation of this Agreement or and the transactions contemplated hereby, neither Parent nor any has no material liabilities or obligations, whether absolute, accrued, contingent or otherwise. Cacciamatta Accountancy Corporation, who have expressed their opinion with respect to the financial statements of Parent and its subsidiaries has any liabilities or obligations of any nature other than liabilities or obligations that would not, individually or included in the aggregateParent SEC Documents (including the related notes), reasonably be expected are independent public or certified public accountants as required by the Securities Act and the Exchange Act. (C) Each of Parent, its directors and its senior financial officers has consulted to have a the extent necessary with Parent's independent auditors and with Parent's outside counsel with respect to, and (to the extent applicable to Parent) is familiar in all material adverse effect respects with all of the requirements of, SOXA. Parent hereby reaffirms, represents and warrants to the Company the matters and statements made in the certifications filed with the SEC pursuant to Sections 302 and 906 of SOXA as if such certifications were made as of the Closing Date. (D) Parent has applied for listing of the Parent Common Stock on Parentthe American Stock Exchange (the "AMEX"). Parent shall use its commercially reasonable efforts to effectuate the listing of the Parent Common Stock on AMEX. If prior to the Effective Time, Parent Common Stock is listed on AMEX, Parent shall comply with all the rules and regulations of such exchange.

Parent Documents. Since January 1, 1999, Parent has filed all required reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated thereina) with the SEC (the "Parent SEC Documents"). As of their respective filing dates, (i) Parent’s Annual Report on Form 10-KSB for its fiscal year ended December 31, 2004, and all reports, schedules, forms, information statements and other documents (including exhibits) filed by Parent with the SEC subsequent to such fiscal year end (together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 ("SOXA"), the "Parent SEC Documents Documents") complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Documents, and (ii) none of the Parent SEC Documents when filed (except as amended or when amended and restated and as supplemented by a subsequently filed Parent SEC Document, and (ii) no Parent SEC Documents, as of their respective dates, contained (except for such matters as were amended or supplemented by a subsequently filed Parent SEC Document, if any), and no Parent SEC Document filed subsequent to the date hereof through the Closing Date will contain as of their respective dates, any untrue statement of a material fact or omitted omitted, and no Parent SEC Document filed subsequent to the date hereof and through the Closing Date will omit as of their respective dates, to state a material fact required to be stated therein or necessary in order to make the statements thereintherein (in the case of registration statements of Parent under the Securities Act, in light of the circumstances under which they were made) not misleading (excluding information furnished by Company or shareholders of Company for inclusion therein, not misleading. as to which no representation or warranty is given by Parent). (b) The financial statements of Parent included in the Parent SEC Documents (including the related notes) complied as to form, as of their respective dates of filing with the SECSEC (except as subsequently amended or supplemented by a subsequent Parent SEC Document, if at all), 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 (except, in the case of unaudited statements, as permitted by Quarterly Report on Form 10l0-Q QSB of the SEC) applied on a consistent basis during the periods and at the dates involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position condition of Parent and its consolidated subsidiaries 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 notes and normal year-end audit adjustments and that were not, or with respect to other adjustments described any such financial statements contained in any Parent SEC Documents to be filed subsequently to the notes date hereof are not reasonably expected to such unaudited statementsbe, material in amount or effect). Except for liabilities (Ai) as set forth in Section 4.5 of the Parent Disclosure Schedule, (ii) reflected in Parent's unaudited balance sheet ’s audited financial statements as of March at, and for the period ending, December 31, 2002 or 2004, including, without limitation, any liabilities described in any notes thereto (or liabilities for which neither accrual nor footnote disclosure is required pursuant to GAAP), (iii) or (B) for liabilities incurred in the ordinary course of business since March December 31, 2002 2004 consistent with Parent’s past practice practices, or (iv) in connection with the negotiation and consummation of this Agreement or and the transactions contemplated hereby, neither Parent nor any of its subsidiaries has any no material liabilities or obligations obligations, whether absolute, accrued, contingent or otherwise. (c) Each of any nature other than liabilities or obligations that would notParent, individually or its directors and its senior financial officers has consulted to the extent necessary with Parent's independent auditors and with Parent's outside counsel with respect to, and (to the extent applicable to Parent) is familiar in all material respects with all of the requirements of, SOXA. Parent hereby reaffirms, represents and warrants to the Company the matters and statements made in the aggregate, reasonably be expected certifications filed with the SEC pursuant to have a material adverse effect on ParentSections 302 and 906 of SOXA as if such certifications were made as of the Closing Date.