Common use of Reports and Financial Information Clause in Contracts

Reports and Financial Information. (a) The Company has filed in a timely manner, all reports required to be filed by it with the Securities and Exchange Commission (the "SEC") pursuant to the Exchange Act since February 13, 1997, including, without limitation, an Annual Report on Form 10-KSB for the year ended December 31, 1997 (collectively, the "SEC Reports"), and has previously furnished or made available to the Purchasers true and complete copies of all SEC Reports. None of the SEC Reports or any registration statement, definitive proxy statement and other documents filed by the Company with the SEC since February 13, 1997 (collectively, the "33 and 34 Act Reports"), as of their respective dates (as amended through the date hereof), (i) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading or (ii) failed to comply with the requirements of the Securities Act, the Exchange Act or the respective rules and regulations of the SEC thereunder. (b) Except as set forth on Schedule 3.5(b) attached hereto, the financial statements contained in the 33 and 34 Act Reports, and the related statements of operations and statements of cash flows for the period then ended (collectively, the "Financial Statements") (i) were in accordance with the books and records of the Company, (ii) presented fairly the consolidated financial condition and results of operations of the Company as of the dates and for the periods indicated and (iii) were prepared in accordance with GAAP consistently applied (except as set forth in the notes thereto and subject, in the case of Financial Statements as at the end of or for the periods other than fiscal years, to normal year-end audit adjustments, provided that such adjustments are not material individually or in the aggregate). (c) The Financial Statements complied, when filed, as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. (d) The pro forma financial statements (including a balance sheet and income statement) attached to Schedule 3.5(d), fairly present the pro forma financial condition and results of operations of the Company as of and for the periods covered thereby. Except as set forth or provided for in the pro forma financial statements the Company does not have any material liabilities, contingent or otherwise. The pro forma Financial Statements are based on estimates and assumptions which are reasonable in light of the conditions which existed at the time of their preparation and which exist on the date hereof, and reflect reasonable estimations of future performance.

Reports and Financial Information. (a) The Company has filed in a timely manner, manner all reports required to be filed by it with the Securities and Exchange Commission (the "SEC") SEC pursuant to the Exchange Act since February 13June 12, 1997, 1996 including, without limitation, an Annual Report on Form 10-KSB K for the year ended March 31, 1997 and a Form 10-Q for the quarterly period ended December 31, 1997 (collectivelycollectively and as amended to date, the "SEC Reports"), and has previously furnished or made available to the Purchasers true and complete copies of all SEC Reports. None of the SEC Reports or any registration statementRegistration Statement, definitive proxy statement and other documents filed by the Company with the SEC since February 13June 12, 1997 1996 (collectively, the "33 and 34 Act Reports"), as of their respective dates (as amended through the date hereof), (i) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading or (ii) failed to comply with the requirements of the Securities Act, the Exchange Act or the respective rules and regulations of the SEC thereunder. (b) Except as set forth on Schedule 3.5(b) 2.5 attached hereto, the financial statements contained in the 33 and 34 Act ReportsReports and the unaudited balance sheet of the Company as of December 31, 1997, and the related statements of operations and statements of cash flows for the period then ended annexed hereto (collectively, the "Financial Statements") (i) were in accordance with the books and records of the Company, (ii) presented fairly the consolidated financial condition and results of operations of the Company Corporation as of the dates and for the periods indicated and (iii) were prepared in accordance with GAAP generally accepted accounting principles consistently applied (except except, in the case of annual Financial Statements, as set forth in the notes thereto and subject, in the case of unaudited interim Financial Statements as at the end of or for the periods other than fiscal yearsStatements, to normal year-end audit adjustments, provided that such adjustments are not material individually or in the aggregate). (c) The Financial Statements complied, when filed, as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. (d) The pro forma financial statements (including a balance sheet and income statement) attached to Schedule 3.5(d), fairly present the pro forma financial condition and results of operations of the Company as of and for the periods covered thereby. Except as set forth or provided for in the pro forma financial statements the Company does not have any material liabilities, contingent or otherwise. The pro forma Financial Statements are based on estimates and assumptions which are reasonable in light of the conditions which existed at the time of their preparation and which exist on the date hereof, and reflect reasonable estimations of future performance.

Reports and Financial Information. (a) The Company has filed in a timely manner, all reports required to be filed by it with the Securities and Exchange Commission (the "SEC") pursuant to the Exchange Act since February 13April 1, 19971993, including, without limitation, an Annual Report on Form 10-KSB K for the year ended December 31, 1996 and a Form 10-Q for the quarterly period ended March 31, 1997 (collectivelycollectively and as amended to date, the "SEC Reports"), and has previously furnished or made available to the Purchasers Investors true and complete copies of all SEC Reports. None of the SEC Reports or any registration statementRegistration Statement, definitive proxy statement and other documents filed by the Company with the SEC since February 13April 1, 1997 1993 (collectively, the "33 and 34 Act Reports"), as of their respective dates (as amended through the date hereof), (i) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading or (ii) failed to comply with the requirements of the Securities Act, the Exchange Act or the respective rules and regulations of the SEC thereunder. (b) Except as set forth on Schedule 3.5(b) 3.5 attached hereto, the financial statements contained in the 33 and 34 Act ReportsReports and the unaudited balance sheet of the Company as of June 30, 1997, and the related statements of operations and statements of cash flows for the period then ended (collectively, the "Financial Statements")annexed hereto (i) were in accordance with the books and records of the Company, (ii) presented fairly the consolidated financial condition and results of operations of the Company Corporation as of the dates and for the periods indicated and (iii) were prepared in accordance with GAAP generally accepted accounting principles consistently applied (except as set forth in the notes thereto and subject, in the case of Financial Statements as at the end of or for the periods other than fiscal years, to normal year-end audit adjustments, provided that such adjustments are not material individually or in the aggregate). (c) The Financial Statements complied, when filed, as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. (d) The pro forma financial statements (including a balance sheet and income statement) attached to Schedule 3.5(d), fairly present the pro forma financial condition and results of operations of the Company as of and for the periods covered thereby. Except as set forth or provided for in the pro forma financial statements the Company does not have any material liabilities, contingent or otherwise. The pro forma Financial Statements are based on estimates and assumptions which are reasonable in light of the conditions which existed at the time of their preparation and which exist on the date hereof, and reflect reasonable estimations of future performance.

Reports and Financial Information. (a) The Company has is a reporting company and has, since March 6, 2001, filed in a timely manner, all reports reports, forms, schedules and statements and other documents required to be filed by it with the Securities and Exchange Commission (the "SEC") pursuant to the Securities Act or the Exchange Act since February 13Act, 1997as the case may be, including, without limitation, an Annual Report on Form 10-KSB for and the year ended December 31, 1997 rules and regulations of the Commission promulgated thereunder applicable thereto (collectively, the "SEC Reports"), and . The Company has previously furnished or made available to the Purchasers true and complete copies of all SEC Reports. None of the SEC Reports or any registration statement, definitive proxy statement and or other documents document filed by the Company with the SEC since February 13March 6, 1997 2001 (collectively, the "33 and 34 Act Reports"), as of their respective dates (as amended through the date hereof), (i) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading or (ii) failed in any material respect to comply with the requirements of the Securities Act, the Exchange Act or the respective rules and regulations of the SEC thereunder. (b) Except as set forth on Schedule 3.5(b) attached hereto, the The financial statements contained in the 33 and 34 Act Reports, and the related statements of operations and statements of cash flows for the period periods then ended (collectively, the "Financial Statements") (i) were in accordance with the books and records of the Company, (ii) presented fairly in all material respects the consolidated financial condition and results of operations of the Company as of the dates and for the periods indicated and (iii) were in all material respects prepared in accordance with GAAP consistently applied (except as set forth in the notes thereto and subject, in the case of Financial Statements as at the end of or for the periods other than fiscal years, to normal year-end audit adjustments, provided that such adjustments are not material individually or in the aggregate). (c) The Financial Statements complied, when filed, as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, including, but not limited to, the applicable requirements of Regulation S-X promulgated under the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002. (d) The pro forma financial statements (including a balance sheet and income statement) attached to Schedule 3.5(d), fairly present the pro forma financial condition and results of operations of the Company as of and for the periods covered thereby. Except as set forth or provided for in the pro forma financial statements the Company does not have any material liabilities, contingent or otherwise. The pro forma Financial Statements are based on estimates and assumptions which are reasonable in light of the conditions which existed at the time of their preparation and which exist on the date hereof, and reflect reasonable estimations of future performance.