Common use of SEC Documents and Financial Statements Clause in Contracts

SEC Documents and Financial Statements. (a) The Company has -------------------------------------- filed all forms, reports, statements and other documents required to be filed by it with the Commission since September 26, 1995 (such forms, reports, statements and other documents are hereinafter referred to as the "Company SEC Documents"). The Company SEC Documents filed by the Company with the Commission prior to and after the date of this Agreement (i) complied, or will comply, when filed, in all material respects with the applicable requirements of the Securities Act, the Exchange Act, and the rules and regulations thereunder, and (ii) did not, or will not, when filed, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (b) Each of the consolidated financial statements (including, in each case, any related notes or schedules thereto) contained in or incorporated by reference in the Company SEC Documents filed prior to and after the date of this Agreement (i) have been or will be prepared in accordance with the published rules and regulations of the Commission and United States generally accepted accounting principles ("GAAP") applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the Commission) and (ii) fairly present or will fairly present in all material respects the consolidated financial position of the Company and its subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows of the Company and its subsidiaries for the periods indicated therein (subject, in the case of unaudited interim financial statements, to normal recurring year-end audit adjustments).

SEC Documents and Financial Statements. (a) The Company has -------------------------------------- provided to Purchaser copies of (i) the audited balance sheet of the Company as of December 31, 1999 (the "1999 Financials") and December 31, 2000 (the "2000 Financials") together with the related audited statements of operations, stockholders' equity and cash flows for the fiscal years ended December 31, 1999 and 2000, and the notes thereto, accompanied with respect to the 1999 Financials by the opinion of KPMG and with respect to the 2000 Financials by the unqualified opinion of KPMG (collectively, the "Audited Financial Statements") and (ii) the unaudited balance sheet of the Company as of March 31, 2001 together with the related statements of operations, comprehensive loss and cash flows for the period then ended, and the notes thereto (the "2001 Financials" and collectively with the Audited Financial Statements, the "Financial Statements"). The Financial Statements (including the notes thereto) were prepared in accordance with generally accepted accounting principles consistently applied ("GAAP") and present fairly in all material respects, the financial position and results of operation of the Company as of December 31, 1999, December 31, 2000 and March 31, 2001 and for the periods then ended. (b) Except as set forth in Section 4.08(b) of the Company Disclosure Letter, the Company has no material claims, liabilities or indebtedness, contingent or otherwise, of any kind whatsoever (whether accrued, absolute, contingent or otherwise and whether or not required to be reflected in the Company's financial statements in accordance with GAAP), except (i) as set forth in the Financial Statements and (ii) liabilities to trade creditors incurred subsequent to March 31, 2001 in the ordinary course of business consistent with past practices not involving borrowings by the Company. (c) Since January 1, 1999, the Company has filed all forms, reports, statements reports and other documents required to be filed by it with the Commission since September 26SEC (including all exhibits thereto) required under the Securities Act of 1933, 1995 as amended (such forms, reports, statements and other documents are hereinafter referred to as the "Company Securities Act") or the Exchange Act or the rules and regulations promulgated thereunder (collectively, the "SEC Documents"), each of which complied in all material respects with all applicable requirements of the Securities Act and the Exchange Act as in effect on the dates so filed. The Company None of the SEC Documents (as of their respective filing dates) 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 light of the circumstances under which they were made, not misleading. Any forms, reports and documents filed by the Company with the Commission SEC subsequent to the date hereof and prior to and after the date of this Agreement Effective Time (icollectively, the "Subsequent Filings") complied, or will comply, when filed, comply in all material respects with the all applicable requirements of the Securities Act, Act and the Exchange Act, Act and the rules and regulations thereunder, and (ii) did not, or will not, when filed, not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (b) Each of the consolidated financial statements (including, in each case, any related notes or schedules thereto) contained in or incorporated by reference in the Company SEC Documents filed prior to and after the date of this Agreement (i) have been or will be prepared in accordance with the published rules and regulations of the Commission and United States generally accepted accounting principles ("GAAP") applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the Commission) and (ii) fairly present or will fairly present in all material respects the consolidated financial position of the Company and its subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows of the Company and its subsidiaries for the periods indicated therein (subject, in the case of unaudited interim financial statements, to normal recurring year-end audit adjustments).

SEC Documents and Financial Statements. (ai) The Company has -------------------------------------- filed all required reports, schedules, forms, reports, statements and other documents required to be filed by it with the Commission SEC since September 26June 30, 1995 1999 (such forms, reports, statements and other documents are hereinafter referred to as the "Company SEC Documents"). The As of their respective dates, the Company SEC Documents filed by the Company with the Commission prior complied as to and after the date of this Agreement (i) complied, or will comply, when filed, form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations thereunderof the SEC promulgated thereunder applicable to such Company SEC Documents, and (ii) did not, or will not, none of the Company SEC Documents when filed, contain filed contained any untrue statement of a material fact or omit 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. (bii) Each of the The consolidated financial statements (including, in each case, any related notes or schedules thereto) contained in or incorporated by reference of the Company included in the Company SEC Documents filed prior comply as to form, as of their respective dates of filing with the SEC, in all material respects, with applicable accounting requirements and after the date of this Agreement (i) have been or will be prepared in accordance with the published rules and regulations of the Commission and United States SEC with respect thereto, were prepared in accordance with generally accepted accounting principles ("GAAP"except, in the case of unaudited statements, as permitted by the rules and regulations under the Exchange Act) applied on a consistent basis throughout during the periods involved (except as may be indicated in the notes thereto orthereto), in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the Commission) and (ii) fairly present or will fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the respective dates thereof and the their consolidated results of their operations and cash flows of the Company and its subsidiaries for the periods indicated therein then ended (subject, in the case of unaudited interim financial statements, to normal recurring year-end audit adjustments).

SEC Documents and Financial Statements. (ai) The Company has -------------------------------------- filed all required reports, schedules, forms, reports, statements and other documents required to be filed by it with the Commission SEC since September 26June 30, 1995 1999 (such forms, reports, statements and other documents are hereinafter referred to as the "Company COMPANY SEC DocumentsDOCUMENTS"). The As of their respective dates, the Company SEC Documents filed by the Company with the Commission prior complied as to and after the date of this Agreement (i) complied, or will comply, when filed, form in all material respects with the applicable requirements of the Securities ActAct of 1933, as amended (the "SECURITIES ACT"), or the Exchange Act, as the case may be, and the rules and regulations thereunderof the SEC promulgated thereunder applicable to such Company SEC Documents, and (ii) did not, or will not, none of the Company SEC Documents when filed, contain filed contained any untrue statement of a material fact or omit 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. (bii) Each of the The consolidated financial statements (including, in each case, any related notes or schedules thereto) contained in or incorporated by reference of the Company included in the Company SEC Documents filed prior comply as to form, as of their respective dates of filing with the SEC, in all material respects, with applicable accounting requirements and after the date of this Agreement (i) have been or will be prepared in accordance with the published rules and regulations of the Commission and United States SEC with respect thereto, were prepared in accordance with generally accepted accounting principles ("GAAP"except, in the case of unaudited statements, as permitted by the rules and regulations under the Exchange Act) applied on a consistent basis throughout during the periods involved (except as may be indicated in the notes thereto orthereto), in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the Commission) and (ii) fairly present or will fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the respective dates thereof and the their consolidated results of their operations and cash flows of the Company and its subsidiaries for the periods indicated therein then ended (subject, in the case of unaudited interim financial statements, to normal recurring year-end audit adjustments).

SEC Documents and Financial Statements. (a) The Company has -------------------------------------- filed on a timely basis all forms, reports, statements and other documents required to be filed by it with the Commission SEC under the Exchange Act since September 26January 1, 1995 1999 (all such formsdocuments filed since January 1, reports, statements 1999 and other documents prior to the date hereof are hereinafter referred to as the "Company SEC Documents"). The Complete and correct copies of the Company SEC Documents filed by the Company with the Commission prior have been made available to and after Zi. As of their respective dates, or if amended as of the date of this Agreement (i) compliedthe last such amendment, or will comply, when filed, the Company SEC Documents complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act, and the Act (including all applicable rules and regulations thereunderpromulgated by the SEC relating to audit committees), and (ii) did not, or will not, when filed, contain none of the Company SEC Documents as of the date thereof contained any untrue statement of a material fact or omit omitted to state a any 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. (b) Each of the consolidated financial statements The JKC Financial Statements (including, a) comply as to form in each case, any related notes or schedules thereto) contained in or incorporated by reference in the Company SEC Documents filed prior to all material respects with applicable accounting requirements and after the date of this Agreement (i) have been or will be prepared in accordance with the published rules and regulations of the Commission and United States generally accepted accounting principles SEC with respect thereto, ("GAAP"b) were prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted for use on Form 10-Q) applied on a consistent basis throughout during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the Commissionthereto) and (iic) fairly present or will fairly present in all material respects the consolidated financial position of the Company and its subsidiaries as of the respective dates thereof and the consolidated results of its operations and its consolidated cash flows of the Company and its subsidiaries for the periods indicated therein then ended (subject, in the case of unaudited interim financial statements, to normal recurring year-end audit adjustments).

SEC Documents and Financial Statements. (a) The Company Parent has -------------------------------------- filed all forms, reports, statements and other documents required to be filed by it with the Commission SEC since September 26December 13, 1995 1994 (such forms, reports, statements and other documents documents, excluding the Registration Statement referred to below, are hereinafter referred to as the "Company Parent SEC Documents"). The Company Parent SEC Documents filed by the Company Parent with the Commission SEC prior to and after the date of this Agreement (i) complied, or will comply, when filed, in all material respects with the applicable requirements of the Securities Act, the Exchange Act, and the rules and regulations thereunder, and (ii) did not, or will not, when filed, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (b) Each of the consolidated financial statements (including, in each case, any related notes or schedules thereto) contained in or incorporated by reference in the Company Parent SEC Documents filed prior to and after the date of this Agreement (i) have been or will be prepared in accordance with the published rules and regulations of the Commission SEC and United States generally accepted accounting principles ("GAAP") GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes 36 45 thereto or, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the CommissionSEC) and (ii) fairly present or will fairly present in all material respects the consolidated financial position of the Company Parent and its subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows of the Company Parent and its subsidiaries for the periods indicated therein (subject, in the case of unaudited interim financial statements, to normal recurring year-end audit adjustmentsadjustments which would not be material in amount or effect).

SEC Documents and Financial Statements. (a) The Since January 1, 2018, the Company has -------------------------------------- timely (including following any extensions of time for filing provided by Rule 12b-25 promulgated under the Exchange Act) filed with or furnished to (as applicable) the SEC all forms, reports, schedules, statements and other documents required by it to be filed by it or furnished (as applicable) under the Exchange Act (together with all certifications required pursuant to the Commission since September 26, 1995 Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”)) (such forms, reports, schedules, statements and documents and any other forms, reports, schedules, statements and documents are hereinafter referred to as the "Company SEC Documents"). The Company SEC Documents filed by the Company with the Commission prior SEC, as have been amended or modified since the time of filing, collectively, the “SEC Documents”). As of their respective filing dates and except to and after the date of this Agreement extent corrected by a subsequent SEC Document, the SEC Documents (i) complied, or will complydid not contain, when filedfiled or furnished, in all material respects with the applicable requirements of the Securities Act, the Exchange Act, and the rules and regulations thereunder, and (ii) did not, or will not, when filed, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleadingmisleading in any material respect, and (ii) were prepared in accordance with, in all material respects, the applicable requirements of the Exchange Act, the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of the SEC thereunder. (b) Each All of the consolidated audited and unaudited financial statements of the Company included (including, or incorporated by reference) in each case, any the SEC Documents (including the related notes or and schedules thereto) contained in or incorporated by reference in (collectively, the Company SEC Documents filed prior to and after the date of this Agreement “Financial Statements”), (i) have been or will be were prepared in accordance with the published rules and regulations of the Commission and United States generally accepted accounting principles in the United States ("“GAAP"”) applied on a consistent basis throughout during the periods involved (except as may be indicated in the notes thereto orthereto), in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the Commission) and (ii) fairly present or will fairly present presented (except as may be indicated in the notes thereto) in all material respects respects, the consolidated financial position of the Company and its subsidiaries as of the respective dates thereof and the consolidated results of operations operations, changes in shareholders’ equity and cash flows of the Company and its subsidiaries consolidated Subsidiaries as of the times and for the periods indicated therein then ended (subject, in the case of unaudited interim quarterly financial statements, to the absence of notes and normal recurring year-end audit adjustmentsadjustments that are not material in the aggregate and the exclusion of certain notes in accordance with the rules of the SEC relating to unaudited financial statements).