Common use of Reports and Financial Statements; Undisclosed Liabilities Clause in Contracts

Reports and Financial Statements; Undisclosed Liabilities. (a) The Company has furnished Buyer with true and complete copies of its (i) Annual Reports on Form 10-K for the fiscal years ended January 29, 1994 and January 28, 1995, as filed with the Commission, (ii) Quarterly Reports on Form 10-Q for the quarters ended April 29, 1995, July 29, 1995 and October 28, 1995, as filed with the Commission, (iii) proxy statements related to all meetings of its stockholders (whether annual or special) held since January 1, 1993 and (iv) all other reports filed with, or registration statements declared effective by, the Commission since December 31, 1992, except registration statements on Form S-8 relating to employee benefit plans, which are all the documents (other than preliminary material) that the Company filed or was required to file with the Commission from that date through the date hereof (clauses (i) through (iv) being referred to herein collectively as the "Company SEC Reports"). From the date hereof through the Closing Date, the Company will furnish to Buyer copies of any reports and registration statements to be filed with the Commission (the "Interim SEC Reports") within a reasonable amount of time prior to filing thereof. As of the their respective dates, the Company SEC Reports (or the Interim SEC Reports, as the case may be) 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 Commission thereunder applicable to such reports and registration statements. As of their respective dates, the Company SEC Reports (or the Interim SEC Reports, as the case may be) did not contain any untrue statement of a material fact or omit 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, or will be, made, not misleading. The audited consolidated financial statements and unaudited interim financial statements of the Company included in the Company SEC Reports (or the Interim SEC Reports, as the case may be) comply as to form in all material respects with applicable accounting requirements of the Securities Act or the Exchange Act, as applicable, and with the published rules and regulations of the Commission with respect thereto. The financial statements and the condensed financial statements, as applicable, included in the Company SEC Reports (or in the Interim SEC Reports, as the case may be) (i) have been prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis (except as may be indicated therein or in the notes thereto), (ii) present fairly, in all material respects, the financial position of the Company and its subsidiaries as at the dates thereof and the results of their operations and cash flows for the periods then ended subject, in the case of the unaudited interim financial statements, to normal year-end audit adjustments and any other adjustments described therein and the fact that certain information and notes have been condensed or omitted in accordance with the Exchange Act and the rules promulgated thereunder, and (iii) are in all material respects in accordance with the books and records of the Company.

Reports and Financial Statements; Undisclosed Liabilities. Except as may have been updated in subsequent filings, the financial statements and supporting schedules included in the Company's periodic filings filed pursuant to the Exchange Act are complete and correct in all material respects, are materially consistent with the books and records of the Company and the Subsidiaries, comply as to form in all material respects with applicable accounting requirements and to the rules and regulations of the SEC with respect thereto, and present fairly in all material respects the consolidated financial position of the Company and the Subsidiaries as of the dates specified (asubject to normal year-end audit adjustments in the case of unaudited interim financial statements) and the consolidated results of their operations and cash flows for the periods specified (subject to normal year-end audit adjustments in the case of unaudited interim financial statements); such financial statements, including the related schedules and notes thereto, were prepared in conformity with GAAP on a consistent basis during the periods involved, except as indicated therein or in subsequent filings or in the notes thereto. The historical financial information provided by the Company has furnished Buyer to the Purchasers and the Company's press release, dated February 7, 2002, with respect to its first quarter financial results is true and complete copies of its correct in all material respects and accurately sets forth the financial results set forth therein. Such information, together with the Company's periodic filings pursuant to the Exchange Act (i) collectively, the "EXCHANGE ACT REPORTS"), which filings include the Company's amended Annual Reports Report on Form 10-K for the fiscal years year ended January 29September 30, 1994 and January 282001, 1995, as filed with the Commission, (ii) Quarterly Reports Report on Form 10-Q for the quarters fiscal quarter ended April 29, 1995, July 29, 1995 and October 28, 1995, as filed with the Commission, (iii) proxy statements related to all meetings of its stockholders (whether annual or special) held since January 1, 1993 and (iv) all other reports filed with, or registration statements declared effective by, the Commission since December 31, 19922001, except registration statements Current Report on Form S-8 relating to employee benefit plans8-K dated March 29, which are all the documents (other than preliminary material) that the Company filed or was required to file with the Commission from that date through the date hereof (clauses (i) through (iv) being referred to herein collectively as the "Company SEC Reports"). From the date hereof through the Closing Date, the Company will furnish to Buyer copies of any reports and registration statements to be filed with the Commission (the "Interim SEC Reports") within a reasonable amount of time prior to filing thereof. As of the their respective dates, the Company SEC Reports (or the Interim SEC Reports, as the case may be) complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be2002, and the rules and regulations of the Commission thereunder applicable to such reports and registration statements. As of their respective datesProxy Statement on Form 14A dated February 27, the Company SEC Reports (or the Interim SEC Reports2002, as the case may be) did do not contain any an 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 thereinmade, in the light of the circumstances under which they were, or will be, were made, not misleading. The audited consolidated financial statements and unaudited interim financial statements Neither the Company nor any of the Company included in the Company SEC Reports Subsidiaries has any material liability (whether accrued, absolute, contingent, unliquidated or the Interim SEC Reportsotherwise, as the case may be) comply as whether due or to form in all material respects with applicable accounting requirements of the Securities Act or the Exchange Actbecome due), as applicable, and with the published rules and regulations of the Commission with respect thereto. The financial statements and the condensed financial statements, as applicable, included in the Company SEC Reports (or in the Interim SEC Reports, as the case may be) other than: (i) have been prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis (except as may be indicated therein or liabilities disclosed in the notes thereto)Exchange Act Reports, (ii) present fairly, in all material respects, liabilities which have arisen after the financial position date of the Company and its subsidiaries as at the dates thereof and the results of their operations and cash flows for the periods then ended subject, last Exchange Act Report in the case ordinary course of the unaudited interim financial statementsbusiness, to normal year-end audit adjustments and any other adjustments described therein and the fact that certain information and notes have been condensed or omitted including those set forth in accordance with the Exchange Act and the rules promulgated thereunderSECTION 3.7 OF THE DISCLOSURE SCHEDULE, and (iii) are in all material respects in accordance with the books and records liabilities of the type not required under GAAP to be reflected in the Company's financial statements included in the Exchange Act Reports.

Reports and Financial Statements; Undisclosed Liabilities. (a) The Company has furnished Buyer with true Except as set forth in Schedule 3.7 of the Disclosure Schedule or as may have been updated in subsequent filings, the financial statements and supporting schedules included in the Company's periodic filings filed pursuant to the Exchange Act are complete copies of its (i) Annual Reports on Form 10-K for the fiscal years ended January 29and correct in all material respects, 1994 and January 28, 1995, as filed are materially consistent with the Commission, (ii) Quarterly Reports on Form 10-Q for the quarters ended April 29, 1995, July 29, 1995 books and October 28, 1995, as filed with the Commission, (iii) proxy statements related to all meetings records of its stockholders (whether annual or special) held since January 1, 1993 and (iv) all other reports filed with, or registration statements declared effective by, the Commission since December 31, 1992, except registration statements on Form S-8 relating to employee benefit plans, which are all the documents (other than preliminary material) that the Company filed or was required and the Subsidiaries, comply as to file with the Commission from that date through the date hereof (clauses (i) through (iv) being referred to herein collectively as the "Company SEC Reports"). From the date hereof through the Closing Date, the Company will furnish to Buyer copies of any reports and registration statements to be filed with the Commission (the "Interim SEC Reports") within a reasonable amount of time prior to filing thereof. As of the their respective dates, the Company SEC Reports (or the Interim SEC Reports, as the case may be) complied form in all material respects with the applicable accounting requirements of the Securities Act or the Exchange Act, as the case may be, and to the rules and regulations of the Commission thereunder applicable SEC with respect thereto, and present fairly in all material respects the consolidated financial position of the Company and the Subsidiaries as of the dates specified (subject to such reports normal year-end audit adjustments in the case of unaudited interim financial statements) and registration statements. As the consolidated results of their respective datesoperations and cash flows for the periods specified (subject to normal year-end audit adjustments in the case of unaudited interim financial statements); such financial statements, including the related schedules and notes thereto, were prepared in conformity with GAAP on a consistent basis during the periods involved, except as indicated therein or in subsequent filings or in the notes thereto. The Company's periodic filings pursuant to the Exchange Act since December 31, 2002 (collectively, the Company SEC Reports (or the Interim SEC "Exchange Act Reports, as the case may be") did do not contain any an 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 thereinmade, in the light of the circumstances under which they were, or will be, were made, not misleading. The audited consolidated financial statements and unaudited interim financial statements Neither the Company nor any of the Company included in the Company SEC Reports Subsidiaries has any material liability (whether accrued, absolute, contingent, unliquidated or the Interim SEC Reportsotherwise, as the case may be) comply as whether due or to form in all material respects with applicable accounting requirements of the Securities Act or the Exchange Actbecome due), as applicable, and with the published rules and regulations of the Commission with respect thereto. The financial statements and the condensed financial statements, as applicable, included in the Company SEC Reports (or in the Interim SEC Reports, as the case may be) other than: (i) have been prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis (except as may be indicated therein or liabilities disclosed in the notes thereto)Exchange Act Reports, (ii) present fairly, in all material respects, liabilities which have arisen after the financial position date of the Company and its subsidiaries as at the dates thereof and the results of their operations and cash flows for the periods then ended subject, last Exchange Act Report in the case ordinary course of the unaudited interim financial statements, to normal year-end audit adjustments and any other adjustments described therein and the fact that certain information and notes have been condensed or omitted in accordance with the Exchange Act and the rules promulgated thereunder, business and (iii) are in all material respects in accordance with the books and records liabilities of the type not required under GAAP to be reflected in the Company's financial statements included in the Exchange Act Reports.