Common use of Public Reports; Financial Statements Clause in Contracts

Public Reports; Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, together with the Prospectus, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and none of the SEC Reports, when filed, 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 the light of the circumstances under which they were made, not misleading. The Company has never been an issuer subject to Rule 144(i) under the Securities Act. The financial statements of the Company in the Public Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries 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, immaterial, year-end audit adjustments.

Public Reports; Financial Statements. The (a) Since July 1, 2002, the Company has filed with the Commission all forms, reports, schedules, formsproxy statements (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein and including all registration statements and other documents prospectuses filed with the Commission, the "PUBLIC REPORTS") required to be filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, together with the Prospectus, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extensionCommission. As of their respective datesits date of filing, except to the SEC Reports extent otherwise disclosed in subsequently filed Public Reports, each Public Report complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and the rules and regulations promulgated thereunder and, except to the extent revised or superseded by a subsequent filing with the Commission prior to the date hereof, none of the SEC Reports, such Public Reports (including any and all financial statements included therein) when filed, filed 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 the light of the circumstances under which they were made, not misleading. The Company has never been an issuer subject . (b) Except to Rule 144(i) under the Securities Act. The extent otherwise disclosed in Public Reports, each of the consolidated financial statements of (including the Company notes thereto) included in the Public Reports comply complied as to form in all material respects respects, as of its date of filing with the Commission, with applicable accounting requirements and the published rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been thereto, was prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved GAAP (“GAAP”), except as may otherwise be otherwise specified indicated in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, thereto) and fairly present presents in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the consolidated results of their operations and cash flows for the periods then ended, ended (subject, in the case of unaudited financial statements, to normal, immaterial, (i) normal year-end audit adjustments, (ii) the absence of footnote disclosure required to be included in audited financial statements and (iii) as otherwise permitted by the Commission on Form 10-Q under the Exchange Act, which collectively were not or are not expected to be in the aggregate material). (c) The information set forth in SCHEDULE 3.07(c) is true and accurate.

Public Reports; Financial Statements. The (a) Since May 1, 2003, the Company has filed with the Commission all forms, reports, schedules, formsproxy statements (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein and including all registration statements and other documents prospectuses filed with the Commission, the "PUBLIC REPORTS") required to be filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, together with the Prospectus, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extensionCommission. As of their respective datesits date of filing, except to the SEC Reports extent otherwise disclosed in subsequently filed Public Reports, each Public Report complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and the rules and regulations promulgated thereunder and, except to the extent revised or superseded by a subsequent filing with the Commission prior to the date hereof, none of the SEC Reports, such Public Reports (including any and all financial statements included therein) when filed, filed 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 the light of the circumstances under which they were made, not misleading. The Company has never been an issuer subject . (b) Except to Rule 144(i) under the Securities Act. The extent otherwise disclosed in Public Reports, each of the consolidated financial statements of (including the Company notes thereto) included in the Public Reports comply complied as to form in all material respects respects, as of its date of filing with the Commission, with applicable accounting requirements and the published rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been thereto, was prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved GAAP (“GAAP”), except as may otherwise be otherwise specified indicated in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, thereto) and fairly present presents in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the consolidated results of their operations and cash flows for the periods then ended, ended (subject, in the case of unaudited financial statements, to normal, immaterial, (i) normal year-end audit adjustments, (ii) the absence of footnote disclosure required to be included in audited financial statements and (iii) as otherwise permitted by the Commission on Form 10-Q under the Exchange Act, which collectively were not or are not expected to be in the aggregate material).

Public Reports; Financial Statements. The During the two (2) years prior to the date hereof, the Company has timely filed (giving effect to permissible extensions in accordance with Rule 12b-25 under the 0000 Xxx) all reports, schedules, forms, proxy statements, statements and other documents required to be filed by it with the Company under Commission pursuant to the Securities Act and reporting requirements of the Exchange 1934 Act, including pursuant including, without limitation, all Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K (all of the foregoing filed prior to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materialsand all exhibits and appendices included therein and financial statements, including the exhibits notes and schedules thereto and documents incorporated by reference therein, together with the Prospectus, therein being collectively hereinafter referred to herein as the “SEC Public Reports”) on a timely basis ). The Company has delivered or has received a valid extension made available to each of such time the Buyers or their respective representatives true, correct and complete copies of filing and has filed any such SEC each of the Public Reports prior to not available on the expiration of any such extensionXXXXX system. As of their respective dates, the SEC Public Reports complied in all material respects with the requirements of the Securities 1934 Act and the Exchange Act, as applicablerules and regulations of the Commission promulgated thereunder applicable to the Public Reports, and none of the SEC Public Reports, when filedat the time they were filed with the Commission, 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 the light of the circumstances under which they were made, not misleading. The Company has never been an issuer subject to Rule 144(i) under As of their respective dates, the Securities Act. The financial statements of the Company (including, without limitation, any notes or any letter of the independent accountants of the Company with respect thereto) included in the Public Reports comply (the “Financial Statements”) complied in all material respects with applicable accounting requirements and the published rules and regulations of the Commission with respect thereto as in effect at as of the time of filing. Such financial statements Financial Statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), consistently applied, during the periods involved (except (i) as may be otherwise specified indicated in such financial statements Financial Statements, or (ii) in the notes thereto and except that case of unaudited financial statements interim statements, to the extent they may not contain all exclude footnotes required by GAAP, or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of its operations and cash flows for the periods then ended, ended (subject, in the case of unaudited statements, to normal, immaterial, normal year-end audit adjustments). No other information provided by or on behalf of the Company to any of the Buyers which is not included in the Public Reports (including, without limitation, information referred to in Section 3.5 of this Agreement) contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein not misleading, in the light of the circumstance under which they are or were made. The Company is not currently contemplating to amend or restate any of the Financial Statements, nor is the Company currently aware of facts or circumstances which would require the Company to amend or restate any of the Financial Statements, in each case, in order for any of the Financials Statements to be in compliance with GAAP and the rules and regulations of the Commission. The Company has not been informed by its independent accountants that they recommend that the Company amend or restate any of the Financial Statements or that there is any need for the Company to amend or restate any of the Financial Statements.

Public Reports; Financial Statements. The Except as set forth on Schedule 3.1(h), the Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, together with the Prospectus, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and none of the SEC Reports, when filed, 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 the light of the circumstances under which they were made, not misleading. The Company has never been an issuer subject to Rule 144(i) under the Securities Act. The financial statements of the Company included in the Public SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries 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, immaterial, year-end audit adjustments.

Public Reports; Financial Statements. The Company Since January 1, 2016, Helios has timely filed (giving effect to permissible extensions in accordance with Rule 12b-25 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) all reports, schedules, forms, proxy statements, statements and other documents (including all exhibits required pursuant to Regulation S-K) required to be filed by it with the Company under SEC pursuant to the Securities Act and reporting requirements of the Exchange Act, including pursuant including, without limitation, all Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K (all of the foregoing filed prior to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materialsand all exhibits and appendices included therein and financial statements, including the exhibits notes and schedules thereto and documents incorporated by reference therein, together with the Prospectus, therein being collectively hereinafter referred to herein as the “SEC Public Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension). As of their respective dates, the SEC Public Reports complied in all material respects with the requirements of the Securities Exchange Act and the Exchange Act, as applicablerules and regulations of the SEC promulgated thereunder applicable to the Public Reports, and none of the SEC Public Reports, when filedat the time they were filed with the SEC, 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 the light of the circumstances under which they were made, not misleading. The Company has never been an issuer subject to Rule 144(i) under As of their respective dates, the Securities Act. The financial statements of Helios (including, without limitation, any notes or any letter of the Company independent accountants of Helios with respect thereto) included in the Public Reports comply (the “Public Report Financial Statements”) complied in all material respects with applicable accounting requirements and the published rules and regulations of the Commission SEC with respect thereto as in effect at as of the time of filing. Such financial statements Public Report Financial Statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis GAAP, consistently applied, during the periods involved (“GAAP”), except (i) as may be otherwise specified indicated in such financial statements Public Report Financial Statements, or (ii) in the notes thereto and except that case of unaudited financial statements interim statements, to the extent they may not contain all exclude footnotes required by GAAP, or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company Helios and its consolidated Subsidiaries subsidiaries as of and for the dates thereof and the results of its operations and cash flows for the periods then ended, ended (subject, in the case of unaudited statements, to normal, immaterial, normal year-end audit adjustments). No other information provided by or on behalf of Helios to MoviePass which is not included in the Public Reports contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein not misleading, in the light of the circumstance under which they are or were made.

Public Reports; Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, together with the Prospectus, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and none of the SEC Reports, when filed, 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 the light of the circumstances under which they were made, not misleading. The Company has never been an issuer subject to Rule 144(i) under the Securities Act. The financial statements of the Company in the Public Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries 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, immaterial, year-end audit adjustments. (i) Material Changes; Undisclosed Events, Liabilities or Developments. Since the date of the latest Public Report, (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by this Agreement no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company or its Subsidiaries or their respective businesses, prospects, properties, operations, assets or financial condition, that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 1 Trading Day prior to the date that this representation is made.

Public Reports; Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company under the Securities 1933 Act and the Exchange 1934 Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years twelve months preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, together with the Prospectus, being collectively referred to herein as the “SEC Public Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Public Reports prior to the expiration of any such extension. As of their respective dates, and to the SEC Knowledge (as defined below) of the Company, the Public Reports complied in all material respects with the requirements of the Securities 1933 Act and the Exchange 1934 Act, as applicable, and none . None of the SEC Public Reports, when filed, 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 the light of the circumstances under which they were made, not misleading. The Company has never been an issuer subject to Rule 144(i) under the Securities Act. The financial statements of the Company included in the Public Reports included with the Company’s Annual Report on Form 20-F for the year ended December 31, 2014 and for each quarterly period thereafter (the “Financial Statements”) comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission SEC with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) applied on a consistent basis during the periods involved (“GAAP”)involved, except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAPthereto, and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries 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 the absence of footnotes and normal, immaterial, year-end audit adjustments. Except as set forth in the Public Reports, the Company has received no notices or correspondence from the SEC for the one year preceding the date hereof. The SEC has not commenced any enforcement proceedings against the Company or any of its Subsidiaries.

Public Reports; Financial Statements. The Company has filed with the SEC all reports, schedules, material forms, statements statements, reports and other documents (including all exhibits, amendments and supplements thereto) required to be filed by it under the Securities Act, the Exchange Act and the respective rules and regulations thereunder, all of which complied in all material respects with all applicable requirements of the appropriate act and the rules and regulations thereunder. The Company has delivered to Investor (i) each registration statement (other than a registration statement on Form S-8), under the Securities Act and proxy statement under the Exchange ActAct prepared by it from January 1, including pursuant 1998 to Section 13(athe date hereof; (ii) or 15(d) thereof, the Company's Annual Report on Form 10-K for the two years preceding year ended December 31, 1998 (iii) any reports on Form 8-K under the Exchange Act prepared by it for the period from January 1, 1999 to the date hereof (or such shorter period as hereof, each in the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, together form filed with the ProspectusSEC (collectively, being collectively referred to herein as the “SEC "Company Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension"). As of their respective dates, the SEC Company Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and none of the SEC Reports, when filed, 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 therein, in the light of the circumstances under which they were made, not misleading. The Company has never been an issuer subject to Rule 144(i) under the Securities Act. The financial statements Each of the consolidated balance sheets included in or incorporated by reference into the Company in Reports (including the Public Reports comply in related notes and schedules; all material respects with applicable accounting requirements and of which together are referred to the rules and regulations of as the Commission with respect thereto as in effect at "Company Financial Statements") fairly presents the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries subsidiaries as of its date and for each of the dates thereof consolidated statements of income and of cash flows included in or incorporated by reference in the Company Financial Statements fairly presents the results of operations operations, retained earnings and cash flows flows, as the case may be, of Company and its subsidiaries for the periods then ended, set forth therein (subject, in the case of unaudited statements, to normal, immaterial, normal year-end audit adjustments), in each case in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved, except as may be noted therein. The Company has also made available to Investor the ability to ask questions and receive answers concerning the terms and conditions of this Agreement and the opportunity to obtain any additional information which the Company possesses or is able to acquire without unreasonable effort or expense that is necessary to verify the accuracy of any information listed in this Section 3.6 and provided to Investor.

Public Reports; Financial Statements. The Company has filed all reports(a) Each of the consolidated financial statements (including, schedulesin each case, forms, statements and other documents required to be filed by any related notes thereto) contained in the Company under the Securities Act Periodic Reports and the Exchange Actunaudited consolidated balance sheet of the Company as of December 31, 2008 (the “Company Balance Sheet” and such date, the “Company Balance Sheet Date”), and the related unaudited statements of income, change in stockholders’ equity, and cash flow for the 9-month period, as delivered to the Acquirors (the “Company Financial Statements”), including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding each Company Periodic Report filed after the date hereof of this Agreement until the Closing (or such shorter period i) was prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto), and (ii) were prepared in accordance with the accounting records of the Company was required by law or regulation to file such material) (and the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, together with the Prospectus, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied Company Subsidiaries in all material respects with and (iii) fairly present, in all material respects, the requirements consolidated financial position of the Securities Act Company and the Exchange ActCompany Subsidiaries and the consolidated results of the Company’s and the Company Subsidiaries’ operations and cash flows, in each instance as of the respective dates and for the periods set forth therein, except that the unaudited interim financial statements may not contain footnotes and were or are subject to normal and recurring immaterial year-end adjustments in accordance with GAAP. Neither the Company nor any Company Subsidiary has any liabilities required under GAAP to be set forth in the liabilities column of a balance sheet prepared as of December 31, 2008 that are, individually or in the aggregate, material to the business, results of operations or financial condition of the Company and the Company Subsidiaries taken as a whole, except for (A) liabilities incurred since the Company Balance Sheet Date in the ordinary course of business consistent with past practice, (B) those specifically set forth or specifically and adequately reserved against in the Company Balance Sheet, (C) the fees and expenses of investment bankers, attorneys and accountants incurred in connection with this Agreement, (D) payments pursuant to employment agreements, as applicableamended, in connection with a change of control of the Company, as defined therein, but, with respect to this clause (D), only to the extent specifically set forth on Section 4.6(a)(D) of the Company Disclosure Letter, and none (E) any deficit under the UK Pension. (b) Each of the SEC ReportsCompany Periodic Reports as of the date it was first made available by the Company on xxx.xxxxxxxxxx.xxx (or, when filedif amended or superseded by a subsequent report prior to the date hereof, contained on the date of such subsequent report) 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 has never been an issuer subject to Rule 144(i) under the Securities Act. The financial statements of the Company in the Public Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries 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, immaterial, year-end audit adjustments.

Public Reports; Financial Statements. The (a) Since May 1, 2004, the Company has filed with the Commission all forms, reports, schedules, formsproxy statements (collectively, statements and other documents required to be filed by the Company under the Securities Act in each case including all exhibits and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits schedules thereto and documents incorporated by reference therein, together and including all registration statements, prospectuses and other reports and documents filed with the ProspectusCommission since such date, being collectively referred to herein as the “SEC Public Reports”) on a timely basis or has received a valid extension of such time of filing and has required to be filed any such SEC Reports prior to by the expiration of any such extensionCompany with the Commission. As of their respective datesits date of filing, except to the SEC Reports extent otherwise disclosed in subsequently filed Public Reports, each Public Report complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and the rules and regulations promulgated thereunder and, except to the extent revised or superseded by a subsequent filing with the Commission prior to the date hereof, none of the SEC Reports, such Public Reports (including any and all financial statements included therein) when filed, filed 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 the light of the circumstances under which they were made, not misleading. The Company has never been an issuer subject . (b) Except to Rule 144(i) under the Securities Act. The extent otherwise disclosed in the Public Reports, each of the consolidated financial statements of (including the Company notes thereto) included in the Public Reports comply complied as to form in all material respects respects, as of its date of filing with the Commission, with applicable accounting requirements and the published rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been thereto, was prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved GAAP (“GAAP”), except as may otherwise be otherwise specified indicated in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, thereto) and fairly present presents in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the consolidated results of their operations and cash flows for the periods then ended, ended (subject, in the case of unaudited financial statements, to normal, immaterial, (i) normal year-end audit adjustments, (ii) the absence of footnote disclosure required to be included in audited financial statements and (iii) as otherwise permitted by the Commission on Form 10-Q under the Exchange Act, which collectively were not and are not expected to be in the aggregate material).