Common use of SEC Documents and Other Reports Clause in Contracts

SEC Documents and Other Reports. (a) The Company has filed with the SEC all forms, reports, statements, schedules, certifications, exhibits thereto and other documents required to be filed by it since December 31, 2004 under the Securities Act or the Exchange Act (collectively, the “Company SEC Documents”). As of their respective filing dates, the Company SEC Documents (including any documents or information incorporated by reference therein) complied, and all documents filed by the Company with the SEC under the Securities Act or the Exchange Act between the date of this Agreement and the date of Closing will comply, in each case subject to the accuracy of the representations and warranties set forth in Sections 5.4 and 6.4, in all material respects with the requirements of the Securities Act and the Exchange Act, as the case may be, each as in effect on the date so filed. At the time filed with the SEC, none of the Company SEC Documents (including any documents or information incorporated by reference therein) contained, or, in the case of documents filed on or after the date hereof will contain, in each case subject to the accuracy of the representations and warranties set forth in Sections 5.4 and 6.4, any untrue statement of a material fact or omitted, or, in the case of documents filed on or after the date hereof will omit, in each case subject to the accuracy of the representations and warranties set forth in Sections 5.4 and 6.4, 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. The consolidated financial statements of the Company included in the Company SEC Documents (including the related notes and schedules thereto) complied as of their respective dates in all material respects with the then 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 the unaudited statements, as permitted by Form 10-Q under the Exchange Act) during the periods involved (except as may be indicated therein or in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein).

SEC Documents and Other Reports. (a) The Company has timely filed with the SEC all forms, reports, documents (including proxy statements, schedules, certifications, exhibits thereto and other documents ) required to be filed by it with the SEC since December 31February 16, 2004 under the Securities Act or the Exchange Act 2000 (collectively, the “"Company SEC Documents”"). As The Company has furnished to Acquiror a complete and correct copy of their respective filing datesany amendments or modifications, which have not yet been filed with the Company SEC Documents (including any but that are required to be filed, to agreements, documents or information incorporated by reference therein) complied, and all documents other instruments that previously had been filed by the Company with the SEC under pursuant the Securities Act or the Exchange Act between the date of this Agreement and the date of Closing will comply, in each case subject to the accuracy Act. No Subsidiaries of the representations and warranties set forth in Sections 5.4 and 6.4Company are required to file any documents with the SEC. As of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act and or the Exchange Act, as the case may be, each as in effect on and, at the date so respective times they were filed. At the time filed with the SEC, none of the Company SEC Documents (including any documents or information incorporated by reference therein) contained, or, in the case of documents filed on or after the date hereof will contain, in each case subject to the accuracy of the representations and warranties set forth in Sections 5.4 and 6.4, contained any untrue statement of a material fact or omitted, or, in the case of documents filed on or after the date hereof will omit, in each case subject to the accuracy of the representations and warranties set forth in Sections 5.4 and 6.4, 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. The consolidated financial statements (including, in each case, any notes thereto) of the Company included in the Company SEC Documents (including the related notes and schedules thereto) complied as of their respective dates to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with GAAP United States generally accepted accounting principles (except except, in the case of the unaudited statements, as permitted by Form 10-Q under of the Exchange ActSEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly present presented in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of at the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein). Except as disclosed in the Company SEC Documents filed with the SEC prior to the date of this Agreement or as required by U.S. generally accepted accounting principles, the Company, since February 16, 2000, has not made any change in the accounting practices or policies applied in the preparation of its financial statements.

SEC Documents and Other Reports. (a) The Company has filed with ------------------------------- the SEC all forms, reports, statements, schedules, certifications, exhibits thereto and other documents required by the Exchange Act to be filed by it the Company since December 31September 25, 2004 under 1996 (the Securities Act or the Exchange Act (collectively, the “"Company SEC Documents”"). As of their respective filing --------------------- dates, the Company SEC Documents (including any documents or information incorporated by reference therein) complied, and all documents filed by the Company with the SEC under the Securities Act or the Exchange Act between the date of this Agreement and the date of Closing will comply, in each case subject to the accuracy of the representations and warranties set forth in Sections 5.4 and 6.4, complied in all material respects with the requirements of the Securities Act and or the Exchange Act, as the case may be, each as in effect on and, at the date so respective times they were filed. At the time filed with the SEC, none of the Company SEC Documents (including any documents or information incorporated by reference therein) contained, or, in the case of documents filed on or after the date hereof will contain, in each case subject to the accuracy of the representations and warranties set forth in Sections 5.4 and 6.4, contained any untrue statement of a material fact or omitted, or, in the case of documents filed on or after the date hereof will omit, in each case subject to the accuracy of the representations and warranties set forth in Sections 5.4 and 6.4, 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 misleadingmisleading (except, to the extent that any Company SEC Documents were subsequently amended or modified by a filing prior to the date of this Agreement, such representation is given only with respect to such Company SEC Document as so amended or modified as of the date of such amendment or modification). The consolidated financial statements (including, in each case, any notes thereto) of the Company included in the Company SEC Documents (including the related notes and schedules thereto) complied as of their respective dates to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with GAAP (except except, in the case of the unaudited statements, as permitted by Form 10-Q under of the Exchange ActSEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly present in all material respects in accordance with GAAP the consolidated financial position of the Company and its consolidated Subsidiaries as of at the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein). Except as disclosed in the Company SEC Documents or as required by GAAP, the Company has not, since December 31, 1998, made any change in the accounting practices or policies applied in the preparation of its financial statements. The books and records of the Company have been, and are being, maintained in accordance with GAAP and other applicable legal and accounting requirements.

SEC Documents and Other Reports. (a) The Company has timely filed with the SEC all forms, reports, statements, schedules, certifications, exhibits thereto and other documents required to be filed by it since December 31, 2004 2001 under the Securities Act or the Exchange Act (collectively, the “"Company SEC Documents”"). As of their respective filing dates, or, if amended, as of the date of the last amendment prior to the Amendment Date, the Company SEC Documents (including any documents or information incorporated by reference therein) complied, and all documents filed by the Company with the SEC under the Securities Act or the Exchange Act between the date of this Agreement and the date of Closing will comply, in each case subject to the accuracy of the representations and warranties set forth in Sections 5.4 and 6.4, complied in all material respects with the requirements of the Securities Act and or the Exchange Act, as the case may be, each as in effect on and, at the date so respective times they were filed. At the time filed with the SEC, none of the Company SEC Documents (including any documents or information incorporated by reference therein) contained, or, in the case of documents filed on or after the date hereof will contain, in each case subject to the accuracy of the representations and warranties set forth in Sections 5.4 and 6.4, contained any untrue statement of a material fact or omitted, or, in the case of documents filed on or after the date hereof will omit, in each case subject to the accuracy of the representations and warranties set forth in Sections 5.4 and 6.4, 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. The consolidated financial statements (including, in each case, any notes thereto) of the Company included in the Company SEC Documents (including the related notes and schedules thereto) complied as of their respective dates to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with GAAP (except except, in the case of the unaudited statements, as permitted by Form 10-Q under of the Exchange ActSEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly present presented in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries subsidiaries as of at the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein). Except as disclosed in the Company SEC Documents filed with the SEC prior to the Amendment Date or as required by GAAP, the Company has not, between December 31, 2003 and the Amendment Date, made or adopted any change in its accounting methods, practices or policies in effect on December 31, 2003.

SEC Documents and Other Reports. (a) The Company has filed with the SEC all forms, reports, statements, schedules, certifications, exhibits thereto and other documents required to be filed prior to the date hereof by it since December 31, 2004 under with the Securities Act or and Exchange Commission (the Exchange Act "SEC") since June 30, 1993 (collectively, the “"Company SEC Documents”"). As of their respective filing dates, or if amended, as of the date of the last such amendment, the Company SEC Documents (including any documents or information incorporated by reference therein) complied, and all documents required to be filed by the Company with the SEC under the Securities Act or the Exchange Act between after the date of this Agreement hereof and prior to the date of Closing Date (the "Subsequent Company SEC Documents") will comply, in each case subject to the accuracy of the representations and warranties set forth in Sections 5.4 and 6.4, in all material respects with the requirements of the Securities Act and or the Exchange Act, as the case may be, each as in effect on and the date so filed. At the time filed with the SEC, applicable rules and regulations promulgated thereunder and none of the Company SEC Documents (including any documents or information incorporated by reference therein) contained, or, in and the case of documents filed on or after the date hereof Subsequent Company SEC Documents will not contain, in each case subject to the accuracy of the representations and warranties set forth in Sections 5.4 and 6.4, any untrue statement of a material fact or omitted, or, in the case of documents filed on or after the date hereof will omit, in each case subject to the accuracy of the representations and warranties set forth in Sections 5.4 and 6.4, to state a any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, or are to be made, not misleading. The consolidated financial statements of the Company included in the Company SEC Documents (including the related notes "Financial Statements") fairly present, and schedules thereto) complied those to be included in the Subsequent Company SEC Documents will fairly present, the financial position of the Company, as of their at the respective dates in all material respects with the then applicable accounting requirements thereof and the published rules results of its operations and regulations of its cash flows for the SEC with respect thereto, have been prepared respective periods then ended all in accordance with GAAP generally accepted accounting principles consistently applied (except "GAAP") (subject, in the case of the unaudited statements, as permitted by Form 10to normal immaterial year-Q under end audit adjustments). The Company has not used any improper accounting practice for the Exchange Act) during purpose of incorrectly reflecting or not reflecting in the periods involved (Financial Statements or books and records of the Company any properties, assets, liabilities, revenues or expenses. The Financial Statements do not contain any material items of special or nonrecurring income or other income not earned in the ordinary course of business. Since June 30, 1993, the Company has not made any change in the accounting practices or policies applied in the preparation of its financial statements, except as may be indicated therein or in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein)required by GAAP.

SEC Documents and Other Reports. (a) The Company has filed all required documents (including proxy statements) with the SEC all formssince March 8, reports, statements, schedules, certifications, exhibits thereto and other documents required to be filed by it since December 31, 2004 under 1999 (the Securities Act or the Exchange Act (collectively, the “"Company SEC Documents”"). As of their respective filing dates, the Company SEC Documents (including any documents or information incorporated by reference therein) complied, and all documents filed by the Company with the SEC under the Securities Act or the Exchange Act between the date of this Agreement and the date of Closing will comply, in each case subject to the accuracy of the representations and warranties set forth in Sections 5.4 and 6.4, complied in all material respects with the requirements of the Securities Act and of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, each as in effect on and the date so applicable rules and regulations thereunder, and, at the respective times they were filed. At the time filed with the SEC, none of the Company SEC Documents (including any documents or information incorporated by reference therein) contained, or, in the case of documents filed on or after the date hereof will contain, in each case subject to the accuracy of the representations and warranties set forth in Sections 5.4 and 6.4, contained any untrue statement of a material fact or omitted, or, in the case of documents filed on or after the date hereof will omit, in each case subject to the accuracy of the representations and warranties set forth in Sections 5.4 and 6.4, 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. The consolidated financial statements (including, in each case, any notes thereto) of the Company included in the Company SEC Documents (including the related notes and schedules thereto) complied as of their respective dates to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with GAAP United States generally accepted accounting principles (except "GAAP") (except, in the case of the unaudited statements, as permitted by Form 10-Q under of the Exchange ActSEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly present presented in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of at the respective dates thereof and the consolidated results of their its operations and their its consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein). Except as disclosed in the Company SEC Documents or as required by GAAP, the Company has not, since March 8, 1999, made any change in the accounting practices or policies applied in the preparation of financial statements.

SEC Documents and Other Reports. (a) The Company has filed with the SEC all forms, reports, statements, schedules, certifications, exhibits thereto and other documents required to be filed by it them since December 31August 15, 2004 2005 under the Securities Act or the Exchange Act (collectively, including any amendments thereto, the “Company SEC Documents”). As of their respective filing dates, the Company SEC Documents (including any documents or information incorporated by reference therein) complied, and all documents filed by the Company with the SEC under the Securities Act or the Exchange Act between the date of this Agreement and the date of Closing will comply, in each case case, subject to the accuracy of the representations and warranties set forth in Sections 5.4 4.08 and 6.45.05, in all material respects with the requirements of the Securities Act and the Exchange Act, as the case may be, each as in effect on the date so filed. At the time filed with the SEC, none of the Company SEC Documents (including any documents or information incorporated by reference therein) contained, or, in the case of documents filed on or after the date hereof will contain, in each case subject to the accuracy of the representations and warranties set forth in Sections 5.4 4.08 and 6.45.05, any untrue statement of a material fact or omitted, or, in the case of documents filed on or after the date hereof will omit, in each case subject to the accuracy of the representations and warranties set forth in Sections 5.4 4.08 and 6.45.05, 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, except to the extent such statements have been modified or superseded by later filings. None of the Company’s Subsidiaries or Related Entities is required, under the Exchange Act, to make periodic filings with the SEC. The consolidated financial statements of the Company included in the Company SEC Documents (including the related notes and schedules thereto) complied as of their respective dates in all material respects with the then 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 the unaudited statements, as permitted by Form 10-Q under the Exchange Act) during the applied on a basis consistent with prior periods involved (except as may be indicated therein or in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company Company, its Subsidiaries and its consolidated Subsidiaries as of the dates thereof Related Entities and the consolidated results of their operations and their consolidated cash flows at the dates and for the periods then ended indicated (subject, in the case of unaudited interim financial statements, to normal and recurring year-end audit adjustments and to any other adjustments described thereinthe absence of certain footnote disclosures).

SEC Documents and Other Reports. (a) The Company Purchaser has timely filed with the SEC all forms, reports, statements, schedules, certifications, exhibits thereto and other documents required to be filed by it since December 31January 1, 2004 2005 under the Securities Act or and the Exchange Act (collectively, the “Company Purchaser SEC Documents”). As of their respective filing datesdates (and, in the Company case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Purchaser SEC Documents (including any documents Document amended or information incorporated superseded by reference therein) complied, and all documents filed by the Company with the SEC under the Securities Act or the Exchange Act between a filing prior to the date of this Agreement and Agreement, then on the date of Closing will complysuch amending or superseding filing), in each case subject to the accuracy of the representations and warranties set forth in Sections 5.4 and 6.4, Purchaser SEC Documents complied in all material respects with the requirements of the Securities Act and or the Exchange Act, as the case may be, each as in effect on the date so filed. At , and at the time filed with the SEC, SEC none of the Company Purchaser SEC Documents (including any documents or information incorporated by reference therein) contained, or, in the case of documents filed on or after the date hereof will contain, in each case subject to the accuracy of the representations and warranties set forth in Sections 5.4 and 6.4, contained any untrue statement of a material fact or omitted, or, in the case of documents filed on or after the date hereof will omit, in each case subject to the accuracy of the representations and warranties set forth in Sections 5.4 and 6.4, 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. As of the date hereof, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any of the Purchaser SEC Documents. The consolidated financial statements of the Company Purchaser included in the Company Purchaser SEC Documents (including the related notes and schedules thereto) complied as of their respective dates in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with GAAP (except in the case of the unaudited statements, as permitted by Form 10-Q under the Exchange Act) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly present in all material respects the condensed consolidated financial position of the Company Purchaser and its consolidated Subsidiaries as of at the dates thereof and the condensed consolidated results of their operations and their condensed consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein).

SEC Documents and Other Reports. (a) The Company has filed ------------------------------- all required documents (including proxy statements) with the SEC since November 9, 1999 and Ether Sub has filed all formsrequired documents (including proxy statements) with the SEC since February 14, reports, statements, schedules, certifications, exhibits thereto and other documents required to be filed by it since December 31, 2004 under the Securities Act or the Exchange Act 1996 (collectively, the “"Company SEC Documents”"). Ether Sub's obligations to file documents with the SEC terminated on June 7, 2001, and no Subsidiary of the Company is required to file any documents with the SEC. As of their respective filing dates, the Company SEC Documents (including any documents or information incorporated by reference therein) complied, and all documents filed by the Company with the SEC under the Securities Act or the Exchange Act between the date of this Agreement and the date of Closing will comply, in each case subject to the accuracy of the representations and warranties set forth in Sections 5.4 and 6.4, complied in all material respects with the requirements of the Securities Act of 1933, as amended (together with the rules and regulations promulgated thereunder, the "Securities Act"), or the Exchange Act, as the case may be, each as in effect on and, at the date so respective times they were filed. At the time filed with the SEC, none of the Company SEC Documents (including any documents or information incorporated by reference therein) contained, or, in the case of documents filed on or after the date hereof will contain, in each case subject to the accuracy of the representations and warranties set forth in Sections 5.4 and 6.4, contained any untrue statement of a material fact or omitted, or, in the case of documents filed on or after the date hereof will omit, in each case subject to the accuracy of the representations and warranties set forth in Sections 5.4 and 6.4, 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. The consolidated financial statements (including, in each case, any notes thereto) of the Company (or Ether Sub, as applicable) included in the Company SEC Documents (including the related notes and schedules thereto) complied as of their respective dates to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with GAAP United States generally accepted accounting principles (except except, in the case of the unaudited statements, as permitted by Form 10-Q under of the Exchange ActSEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly present presented in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries (or Ether Sub, as of applicable) as at the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein). Except as disclosed in Section 3.5 of the Company Letter, in the Company SEC Documents filed with the SEC prior to the date of this Agreement or as required by U.S. generally accepted accounting principles, neither the Company, since November 9, 1999, nor Ether Sub, since February 14, 1996, has made any change in the accounting practices or policies applied in the preparation of its financial statements.

SEC Documents and Other Reports. (a) The Company has filed all required documents with the SEC all formssince January 1, reports, statements, schedules, certifications, exhibits thereto and other documents required to be filed by it since December 31, 2004 under 1995 (the Securities Act or the Exchange Act (collectively, the “"Company SEC Documents”"). As Except as set forth in Section 3.5 of the letter dated the date hereof and delivered on the date hereof by the Company to Parent, which letter relates to this Agreement and is designated therein as the Company Letter (the "Company Letter"), as of their respective filing dates, the Company SEC Documents (including any documents or information incorporated by reference therein) complied, and all documents filed by the Company with the SEC under the Securities Act or the Exchange Act between the date of this Agreement and the date of Closing will comply, in each case subject to the accuracy of the representations and warranties set forth in Sections 5.4 and 6.4, complied in all material respects with the requirements of the Securities Act and or the Exchange Act, as the case may be, each as in effect on and, at the date so respective times they were filed. At the time filed with the SEC, none of the Company SEC Documents (including any documents or information incorporated by reference therein) contained, or, in the case of documents filed on or after the date hereof will contain, in each case subject to the accuracy of the representations and warranties set forth in Sections 5.4 and 6.4, contained any untrue statement of a material fact or omitted, or, in the case of documents filed on or after the date hereof will omit, in each case subject to the accuracy of the representations and warranties set forth in Sections 5.4 and 6.4, 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. The Except as set forth in Section 3.5 of the Company Letter, the consolidated financial statements (including, in each case, any notes thereto) of the Company included in the Company SEC Documents (including the related notes and schedules thereto"Financial Statements") complied as of their respective dates to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with GAAP generally accepted accounting principles (except except, in the case of the unaudited statements, as permitted by Form 10-Q under of the Exchange ActSEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly present presented in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of at the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein). Except as disclosed in the Company SEC Documents or as required by generally accepted accounting principles, the Company has not, since December 31, 1997, made any change in the accounting practices or policies applied in the preparation of financial statements. Except as and to the extent set forth in Section 3.5 of the Company Letter or in the Company Annual Report, neither the Company nor any of its Subsidiaries had as of December 31, 1997 any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, that would be required by generally accepted accounting principles to be reflected on the consolidated balance sheet of the Company and its Subsidiaries (including the notes thereto) included in the Financial Statements that are not so reflected.

SEC Documents and Other Reports. (a) The Company has filed with the SEC all forms, reports, statements, schedules, certifications, exhibits thereto certifications and other documents required to be filed by it since December 31, 2004 2005 under the Securities Act or the Exchange Act (collectively, the “Company SEC Documents”). As of their respective filing dates, the Company SEC Documents (including any documents or information incorporated by reference therein) compliedcomplied in all material respects, and all documents filed by the Company with the SEC under the Securities Act or the Exchange Act between the date of this Agreement and the date of Closing (other than the Proxy Statement and the Other Filings (which are addressed in Section 4.8)) will complycomply in all material respects (except, in each case subject the latter case, for any failure to the accuracy comply due to an inaccuracy of the representations and warranties set forth in Sections 5.4 and 6.4, in all material respects Section 5.4) with the requirements of the Securities Act, the Exchange Act and the Exchange Sxxxxxxx-Xxxxx Act, as the case may be, each as in effect on the date so filed. At the time filed with the SEC, none of the Company SEC Documents (including any documents or information incorporated by reference therein) contained, or, in the case of documents filed on or after the date hereof (other than the Proxy Statement and the Other Filings) will contain, in each case subject to the accuracy of the representations and warranties set forth in Sections 5.4 and 6.4, any untrue statement of a material fact or omitted, or, in the case of documents filed on or after the date hereof (other than the Proxy Statement and the Other Filings) will omit, (except, in each the case subject of filings made on and after the date hereof, for any inaccuracy or omission due to the accuracy an inaccuracy of the representations and warranties set forth in Sections 5.4 and 6.4Section 5.4), 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. The consolidated financial statements of the Company included in the Company SEC Documents (including the related notes and schedules thereto) complied as of their respective dates in all material respects with the then 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 the unaudited statements, as permitted by Form 10-Q under the Exchange Act) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of at the dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described thereintherein which, in the aggregate, are not material). No Subsidiary of the Company is, and other than the Subsidiaries listed on Item 4.6(a) of the Company Letter, no Subsidiary has been, required to file any form, report, statement, schedule, certification or other document with the SEC.

SEC Documents and Other Reports. (a) The Company has filed with the SEC all forms, reports, statements, schedules, certifications, exhibits thereto schedules and other documents required to be filed by it since December 31September 30, 2004 2005 under the Securities Act or the Exchange Act (collectively, the “Company SEC Documents”). As of their respective filing datesdates (or, if amended prior to the date of this Agreement, as of the respective filing date of such amendment), the Company SEC Documents (including any documents or information incorporated by reference therein) complied, and all documents filed by the Company with the SEC under the Securities Act or the Exchange Act between the date of this Agreement and the date of Closing will comply, in each case subject to the accuracy of the representations and warranties set forth in Sections 5.4 and 6.4, complied in all material respects with the requirements of the Securities Act and or the Exchange Act, as the case may be, each as in effect on the date so filed. At , and at the time filed with the SECSEC (or, if amended, or superseded by another Company SEC Document, prior to the date of this Agreement, as of the respective filing date of such amendment or Company SEC Document), none of the Company SEC Documents (including any documents or information incorporated by reference therein) contained, or, in the case of documents filed on or after the date hereof will contain, in each case subject to the accuracy of the representations and warranties set forth in Sections 5.4 and 6.4, contained any untrue statement of a material fact or omitted, or, in the case of documents filed on or after the date hereof will omit, in each case subject to the accuracy of the representations and warranties set forth in Sections 5.4 and 6.4, 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. The consolidated financial statements of the Company included in the Company SEC Documents (including if amended prior to the related notes and schedules theretodate of this 15 Agreement, as amended) (the “Company Financial Statements”) complied as of their respective dates as to form in all material respects with the then 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 the unaudited statements, as permitted by Form 10-Q under the Exchange Act) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein).

SEC Documents and Other Reports. (a) The Company has timely filed all ------------------------------- required documents with the SEC all forms, reports, statements, schedules, certifications, exhibits thereto and other documents required to be filed by it since December 31, 2004 under the Securities Act 1999 (including, without limitation, financial statements, exhibits and schedules included or the Exchange Act (collectivelyincorporated by reference therein and all other documents incorporated by reference therein, the “"Company SEC Documents”"). As Except as set forth in Section 3.5 of the Company Letter, as of their respective filing dates, the Company SEC Documents (including any documents or information incorporated by reference therein) complied, and all documents filed by the Company with the SEC under the Securities Act or the Exchange Act between the date of this Agreement and the date of Closing will comply, in each case subject to the accuracy of the representations and warranties set forth in Sections 5.4 and 6.4, complied in all material respects with the requirements of the Securities Act and or the Exchange Act, as the case may be, each as in effect on and, at the date so respective times they were filed. At the time filed with the SEC, none of the Company SEC Documents (including any documents or information incorporated by reference therein) contained, or, in the case of documents filed on or after the date hereof will contain, in each case subject to the accuracy of the representations and warranties set forth in Sections 5.4 and 6.4, contained any untrue statement of a material fact or omitted, or, in the case of documents filed on or after the date hereof will omit, in each case subject to the accuracy of the representations and warranties set forth in Sections 5.4 and 6.4, 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. The Except as set forth in Section 3.5 of the Company Letter, the consolidated financial statements (including, in each case, any notes thereto) of the Company included in the Company SEC Documents (including the related notes and schedules thereto) complied as of their respective dates to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with GAAP generally accepted accounting principles (except except, in the case of the unaudited statements, as permitted by Form 10-Q under of the Exchange ActSEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly present presented in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of at the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described thereintherein that, in either case, have not been and will not be material in amount). Except as disclosed in the Company SEC Documents or as required by generally accepted accounting principles or as set forth in Section 3.5 of the Company Letter, the Company has not, between December 31, 1999 and the date hereof, made any material change, in the accounting practices or policies applied in the preparation of any of such financial statements.

SEC Documents and Other Reports. (a) The Company has filed with the SEC all forms, reports, statements, schedules, certifications, exhibits thereto and other documents required to be filed by it since December August 31, 2004 1995 under the Securities Act 10 15 or the Exchange Act (collectively, the “"Company SEC Documents”"). As of their respective filing dates, the Company SEC Documents (including any documents or information incorporated by reference therein) complied, and all documents filed by the Company with the SEC under the Securities Act or the Exchange Act between the date of this Agreement and the date of Closing will comply, in each case subject to the accuracy of the representations and warranties set forth in Sections 5.4 and 6.4, complied in all material respects with the requirements of the Securities Act and or the Exchange Act, as the case may be, each as in effect on the date so filed. At , and at the time filed with the SEC, SEC none of the Company SEC Documents (Documents, including any documents or information incorporated by reference therein) contained, or, in the case of documents filed on or after the date hereof will contain, in each case subject to the accuracy financial statements of the representations Company and warranties set forth in Sections 5.4 and 6.4the notes thereto, contained any untrue statement of a material fact or omitted, or, in the case of documents filed on or after the date hereof will omit, in each case subject to the accuracy of the representations and warranties set forth in Sections 5.4 and 6.4, 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. The consolidated financial statements of the Company (including the notes thereto) included in the Company SEC Documents (including the related notes and schedules thereto) complied comply as of their respective dates as to form in all material respects with the then 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 (except in the case of the unaudited statements, as permitted by Form 10-Q under the Exchange Act) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of at the dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described thereintherein none of which were or will be material in amount or effect). The Company has heretofore furnished or made available to Parent a complete and correct copy of any amendments or modifications which have not yet been filed with the SEC to executed agreements, documents or other instruments which previously had been filed by the Company with the SEC pursuant to the Securities Act or the Exchange Act. No Subsidiary is required to file any form, report or other document with the SEC.

SEC Documents and Other Reports. (a) The Company has and the Operating Partnership have filed with the SEC all forms, reports, statements, schedules, certifications, exhibits thereto and other documents required to be filed by it them since December 31January 1, 2004 under the Securities Act or the Exchange Act (collectively, including any amendments thereto, the “Company SEC Documents”). As of their respective filing dates, the Company SEC Documents (including any documents or information incorporated by reference therein) complied, and all documents filed by the Company and the Operating Partnership with the SEC under the Securities Act or the Exchange Act between the date of this Agreement and the date of Closing will comply, in each case subject to the accuracy of the representations and warranties set forth in Sections 5.4 4.08 and 6.45.05, in all material respects with the requirements of the Securities Act and the Exchange Act, as the case may be, each as in effect on the date so filed. At the time filed with the SEC, none of the Company SEC Documents (including any documents or information incorporated by reference therein) contained, or, in the case of documents filed on or after the date hereof will contain, in each case subject to the accuracy of the representations and warranties set forth in Sections 5.4 4.08 and 6.45.05, any untrue statement of a material fact or omitted, or, in the case of documents filed on or after the date hereof will omit, in each case subject to the accuracy of the representations and warranties set forth in Sections 5.4 4.08 and 6.45.05, 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, except to the extent such statements have been modified or superseded by later filings. The Except to the extent disclosed in SEC Documents, the consolidated financial statements of the Company included in the Company SEC Documents (including the related notes and schedules thereto) complied as of their respective dates in all material respects with the then 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 the unaudited statements, as permitted by Form 10-Q under the Exchange Act) during the periods involved (except as may be indicated therein or in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company Company, as the case may be, and those of its consolidated Subsidiaries Subsidiaries, the Primarily Controlled Companies, the Partially Controlled Companies, and the Additional Companies that are consolidated, as applicable, as of the dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein).

SEC Documents and Other Reports. (a) The Company Citius has timely filed with the SEC Securities and Exchange Commission ("SEC") all reports, schedules, forms, reports, statements, schedulesprospectuses, certifications, exhibits thereto registration statements and other documents, as such documents may be amended or supplemented, required to be filed with or furnished to the SEC by it since December 31January 1, 2004 under the Securities Act or the Exchange Act 2015 (collectively, together with any exhibits and schedules thereto and other information incorporated therein, the “Company "Citius SEC Documents”"). As of their respective filing dates, or, if amended, as of the Company SEC Documents (including any documents or information incorporated by reference therein) complied, and all documents filed by date of the Company with the SEC under the Securities Act or the Exchange Act between last amendment prior to the date of this Agreement and Agreement, the date of Closing will comply, in each case subject to the accuracy of the representations and warranties set forth in Sections 5.4 and 6.4, Citius SEC Documents complied in all material respects with the requirements of applicable laws and, at the Securities Act and the Exchange Act, as the case may be, each as in effect on the date so respective times they were filed. At the time filed with the SEC, none of the Company Citius SEC Documents (including any documents or information incorporated by reference therein) contained, or, in the case of documents filed on or after the date hereof will contain, in each case subject to the accuracy of the representations and warranties set forth in Sections 5.4 and 6.4, contained any untrue statement of a material fact or omitted, or, in the case of documents filed on or after the date hereof will omit, in each case subject to the accuracy of the representations and warranties set forth in Sections 5.4 and 6.4, 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. Except to the extent set forth in the preceding sentence, Citius makes no representation or warranty whatsoever concerning any Citius SEC Document as of any time other than the date or period with respect to which it was filed for any filing prior to September 2014. The consolidated financial statements (including, in each case, any notes thereto) of the Company Citius included in the Company Citius SEC Documents (including the related notes and schedules thereto) complied as of their respective dates to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with GAAP (except except, in the case of the unaudited statements, as permitted by Form 10-Q under of the Exchange ActSEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly present presented in all material respects the consolidated financial position of the Company Citius and its consolidated Subsidiaries as of at the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described thereintherein that are neither individually nor in the aggregate material in amount). Except as disclosed in the Citius SEC Documents filed with the SEC prior to the date of this Agreement or as required by GAAP, Citius has not made or adopted any material change in its accounting methods, practices or policies.

SEC Documents and Other Reports. (a) The Company Aether has timely filed with the SEC all forms, reports, statements, schedules, certifications, exhibits thereto and other documents the Aether SEC Documents required to be filed by it since December 31, 2004 under the Securities Act or and the Exchange Act (collectively, the “Company SEC Documents”)Act. As of their respective filing datesdates (and, in the Company case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Aether SEC Documents (including any documents Document amended or information incorporated superseded by reference therein) complied, and all documents filed by the Company with the SEC under the Securities Act or the Exchange Act between a filing prior to the date of this Agreement and Agreement, then on the date of Closing will complysuch amending or superseding filing), in each case subject to the accuracy of the representations and warranties set forth in Sections 5.4 and 6.4, Aether SEC Documents complied in all material respects with the requirements of the Securities Act and or the Exchange Act, as the case may be, each as in effect on the date so filed. At , and at the time filed with the SEC, SEC none of the Company Aether SEC Documents (including any documents or information incorporated by reference therein) contained, or, in the case of documents filed on or after the date hereof will contain, in each case subject to the accuracy of the representations and warranties set forth in Sections 5.4 and 6.4, contained any untrue statement of a material fact or omitted, or, in the case of documents filed on or after the date hereof will omit, in each case subject to the accuracy of the representations and warranties set forth in Sections 5.4 and 6.4, 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. As of the date hereof, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any of the Aether SEC Documents. The consolidated financial statements of the Company Purchasers (if any) included in the Company Aether SEC Documents (including the related notes and schedules thereto) complied as of their respective dates in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with GAAP (except in the case of the unaudited statements, as permitted by Form 10-Q under the Exchange Act) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly present in all material respects the condensed consolidated financial position of the Company Purchasers and its consolidated Subsidiaries their respective subsidiaries as of at the dates thereof and the condensed consolidated results of their operations and their condensed consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein).

SEC Documents and Other Reports. (a) The Company has timely filed with the SEC all forms, reports, statements, schedules, certifications, exhibits thereto and other documents required to be filed by it since December 31, 2004 2001 under the Securities Act or the Exchange Act (collectively, the “"Company SEC Documents”"). As of their respective filing dates, or, if amended, as of the date of the last amendment prior to the date hereof, the Company SEC Documents (including any documents or information incorporated by reference therein) complied, and all documents filed by the Company with the SEC under the Securities Act or the Exchange Act between the date of this Agreement and the date of Closing will comply, in each case subject to the accuracy of the representations and warranties set forth in Sections 5.4 and 6.4, complied in all material respects with the requirements of the Securities Act and or the Exchange Act, as the case may be, each as in effect on and, at the date so respective times they were filed. At the time filed with the SEC, none of the Company SEC Documents (including any documents or information incorporated by reference therein) contained, or, in the case of documents filed on or after the date hereof will contain, in each case subject to the accuracy of the representations and warranties set forth in Sections 5.4 and 6.4, contained any untrue statement of a material fact or omitted, or, in the case of documents filed on or after the date hereof will omit, in each case subject to the accuracy of the representations and warranties set forth in Sections 5.4 and 6.4, 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. The consolidated financial statements (including, in each case, any notes thereto) of the Company included in the Company SEC Documents (including the related notes and schedules thereto) complied as of their respective dates to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with GAAP (except except, in the case of the unaudited statements, as permitted by Form 10-Q under of the Exchange ActSEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly present presented in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries subsidiaries as of at the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein). Except as disclosed in the Company SEC Documents filed with the SEC prior to the date hereof or as required by GAAP, the Company has not, between December 31, 2003 and the date hereof, made or adopted any change in its accounting methods, practices or policies in effect on December 31, 2003.

SEC Documents and Other Reports. (a) The Company has timely filed all required documents (including proxy statements) with the SEC all formssince April 4, reports, statements, schedules, certifications, exhibits thereto and other documents required to be filed by it since December 31, 2004 under 2000 (the Securities Act or the Exchange Act (collectively, the “"Company SEC Documents”"). As Except as set forth in Section 4.5 of the Company Letter, as of their respective filing dates, the Company SEC Documents (including any documents or information incorporated by reference therein) complied, and all documents filed by the Company with the SEC under the Securities Act or the Exchange Act between the date of this Agreement and the date of Closing will comply, in each case subject to the accuracy of the representations and warranties set forth in Sections 5.4 and 6.4, complied in all material respects with the requirements of the Securities Act and of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, each as in effect on and, at the date so respective times they were filed. At the time filed with the SEC, none of the Company SEC Documents (including any documents or information incorporated by reference therein) contained, or, in the case of documents filed on or after the date hereof will contain, in each case subject to the accuracy of the representations and warranties set forth in Sections 5.4 and 6.4, contained any untrue statement of a material fact or omitted, or, in the case of documents filed on or after the date hereof will omit, in each case subject to the accuracy of the representations and warranties set forth in Sections 5.4 and 6.4, 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. The consolidated financial statements (including, in each case, any notes thereto) of the Company included in the Company SEC Documents (including the related notes and schedules thereto) complied as of their respective dates to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with GAAP United States generally accepted accounting principles (except "GAAP") (except, in the case of the unaudited statements, as permitted by Form 10-Q under of the Exchange ActSEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly present presented in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of at the respective dates thereof and the consolidated results of their its operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein). Section 4.5 of the Company Letter contains a true, correct and complete copy of the financial information to be included in the Company's earnings press release disclosing results for the year ended December 31, 2001. Except as disclosed in the Company SEC Documents filed with the SEC prior to the date of this Agreement or Section 4.5 of the Company Letter, or as required by GAAP, the Company has not, since April 4, 2000, made any change in the accounting procedures or policies applied in the preparation of financial statements. As of the date hereof, the Company has aggregate cash and cash equivalents of no less than $51.0 million.

SEC Documents and Other Reports. (a) The Company has filed all required documents with the SEC all formssince April 30, reports, statements, schedules, certifications, exhibits thereto 1996 pursuant to Sections 13(a) and other documents required to be filed by it since December 31, 2004 under the Securities Act or 15(d) of the Exchange Act (collectively, the “"Company SEC Documents”"). As of their respective filing dates, the Company SEC Documents (including any documents or information incorporated by reference therein) complied, and all documents filed by the Company with the SEC under the Securities Act or the Exchange Act between the date of this Agreement and the date of Closing will comply, in each case subject to the accuracy of the representations and warranties set forth in Sections 5.4 and 6.4, complied in all material respects with the requirements of the Securities Act and or the Exchange Act, as the case may be, each as in effect on and, at the date so respective times they were filed. At the time filed with the SEC, none of the Company SEC Documents (including any documents or information incorporated by reference therein) contained, or, in the case of documents filed on or after the date hereof will contain, in each case subject to the accuracy of the representations and warranties set forth in Sections 5.4 and 6.4, contained any untrue statement of a material fact or omitted, or, in the case of documents filed on or after the date hereof will omit, in each case subject to the accuracy of the representations and warranties set forth in Sections 5.4 and 6.4, 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. The consolidated financial statements (including, in each case, any notes thereto) of the Company included in the Company SEC Documents (including the related notes and schedules thereto"Financial Statements") complied as of their respective dates to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with GAAP generally accepted accounting principles (except except, in the case of the unaudited statements, as permitted by Form 10-Q under of the Exchange ActSEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) ), are in accordance with the books and records of the Company and fairly present presented in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of at the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein). Except as disclosed in the Company SEC Documents or as required by generally accepted accounting principles, the Company has not, since December 31, 1998, made any change in the accounting practices or policies applied in the preparation of financial statements. Except as and to the extent set forth in the Company Annual Report, neither the Company nor any of its Subsidiaries had as of December 31, 1998 any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, that would be required by generally accepted accounting principles to be reflected on the consolidated balance sheet of the Company and its Subsidiaries (including the notes thereto) included in the Financial Statements that are not so reflected.

SEC Documents and Other Reports. (a) The Company has filed all required documents (including proxy statements) with the SEC all forms, reports, statements, schedules, certifications, exhibits thereto and other documents required to be filed by it since December 311, 2004 under 1998 (the Securities Act or the Exchange Act (collectively, the “"Company SEC Documents”"). As of their respective filing dates, the Company SEC Documents (including any documents or information incorporated by reference therein) complied, and all documents filed by the Company with the SEC under the Securities Act or the Exchange Act between the date of this Agreement and the date of Closing will comply, in each case subject to the accuracy of the representations and warranties set forth in Sections 5.4 and 6.4, complied in all material respects with the requirements of the Securities Act and of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, each as in effect on and, at the date so respective times they were filed. At the time filed with the SEC, none of the Company SEC Documents (including any documents or information incorporated by reference therein) contained, or, in the case of documents filed on or after the date hereof will contain, in each case subject to the accuracy of the representations and warranties set forth in Sections 5.4 and 6.4, contained any untrue statement of a material fact or omitted, or, in the case of documents filed on or after the date hereof will omit, in each case subject to the accuracy of the representations and warranties set forth in Sections 5.4 and 6.4, 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. The consolidated financial statements (including, in each case, any notes thereto) of the Company included in the Company SEC Documents (including the related notes and schedules thereto) complied as of their respective dates to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with GAAP United States generally accepted accounting principles (except "GAAP") (except, in the case of the unaudited statements, as permitted by Form 10-Q under of the Exchange ActSEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly present presented in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of at the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein). Except as disclosed in the Company SEC Documents or as required by GAAP, the Company has not, since December 1, 1998, made any change in the accounting practices or policies applied in the preparation of financial statements. Since December 1, 1998, the SEC has not (i) to the Knowledge of the Company, conducted any investigation of the Company, (ii) initiated any enforcement action against the Company or (iii) provided to the Company any comments on any of the Company SEC Documents, and, to the Knowledge of the Company, no such investigation, enforcement action or comments is pending or threatened.

SEC Documents and Other Reports. The Purchaser has filed all required documents with the Securities and Exchange Commission (a"SEC") The Company has since January 1, 2003 (the "PURCHASER SEC DOCUMENTS"). As of the respective dates such documents were filed with the SEC all forms(or, reports, statements, schedules, certifications, exhibits thereto and other documents required if amended or superceded by a filing prior to be filed by it since December 31, 2004 under the Securities Act or the Exchange Act (collectively, the “Company SEC Documents”). As of their respective filing dates, the Company SEC Documents (including any documents or information incorporated by reference therein) complied, and all documents filed by the Company with the SEC under the Securities Act or the Exchange Act between the date of this Agreement and Agreement, then on the date of Closing will complysuch filing), in each case subject to the accuracy of the representations and warranties set forth in Sections 5.4 and 6.4, Purchaser SEC Documents complied in all material respects with the requirements of the Securities Act and or the Securities Exchange ActAct of 1934, as amended (the "EXCHANGE ACT"), as the case may be, each as in effect and, at the respective times they were filed (or if amended or superceded by a filing prior to the date of this Agreement, then on the date so filed. At the time filed with the SECof such filing), none of the Company Purchaser SEC Documents (including any documents or information incorporated by reference therein) contained, or, in the case of documents filed on or after the date hereof will contain, in each case subject to the accuracy of the representations and warranties set forth in Sections 5.4 and 6.4, contained any untrue statement of a material fact or omitted, or, in the case of documents filed on or after the date hereof will omit, in each case subject to the accuracy of the representations and warranties set forth in Sections 5.4 and 6.4, 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. The consolidated financial statements (including, in each case, any notes thereto) of the Company Purchaser included in the Company Purchaser SEC Documents Documents, with the exception of the audited financial statements of Callisto Research Labs, LLC (including formerly Callisto Pharmaceuticals, Inc.) for the related notes years ended December 31, 2001 and schedules thereto) 2002, included in the Current Report on Form 8-K, filed by the Purchaser on May 15, 2003, complied as of their respective dates to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with GAAP generally accepted accounting principles (except "GAAP") (except, in the case of the unaudited statements, as permitted by Form 10-Q under of the Exchange ActSEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly present presented in all material respects the consolidated financial position of the Company Purchaser and its consolidated Subsidiaries subsidiaries as of at the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described thereintherein which will not, individually or in the aggregate, be material in amount). Except as disclosed in the Purchaser SEC Documents or as required by GAAP, Purchaser has not, since September 30, 2003, made any change in the accounting practices or policies applied in the preparation of financial statements.

SEC Documents and Other Reports. (a) The Company has filed with the SEC all forms, reports, statements, schedules, certifications, exhibits thereto and other documents required to be filed prior to the date hereof by it and its Subsidiaries with the SEC since December 31March 1, 2004 under 1996 (the Securities Act or the Exchange Act (collectively, the “"Company SEC Documents”"). As of their respective filing dates, or if amended, as of the date of the last such amendment, the Company SEC Documents (including any documents or information incorporated by reference therein) complied, and all documents required to be filed by the Company with the SEC under the Securities Act or the Exchange Act between after the date of this Agreement hereof and prior to the date of Closing Effective Time (the "Subsequent Company SEC Documents") will comply, in each case subject to the accuracy of the representations and warranties set forth in Sections 5.4 and 6.4, in all material respects with the requirements of the Securities Act and or the Exchange Act, as the case may be, each as in effect on and the date so filed. At the time filed with the SEC, applicable rules and regulations promulgated thereunder and none of the Company SEC Documents (including any documents or information incorporated by reference therein) containedcontained when filed, or, in and the case of documents filed on or after the date hereof Subsequent Company SEC Documents will not contain, in each case subject to the accuracy of the representations and warranties set forth in Sections 5.4 and 6.4, any untrue statement of a material fact or omitted, or, in the case of documents filed on or after the date hereof will omit, in each case subject to the accuracy of the representations and warranties set forth in Sections 5.4 and 6.4, to state a any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, or are to be made, not misleading. The consolidated financial statements of the Company included in the Company SEC Documents (including when filed fairly presented, and included in the related notes Subsequent Company SEC Documents will fairly present, the consolidated financial position of the Company and schedules thereto) complied its consolidated Subsidiaries, as at the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the respective dates periods then ended (subject, in all material respects with the then applicable accounting requirements and the published rules and regulations case of the SEC unaudited statements, to normal year-end audit adjustments) in conformity with respect theretoUnited States generally accepted accounting principles ("GAAP") (except, have been prepared in accordance with GAAP (except in the case of the unaudited statements, as permitted by Form 10-Q under of the Exchange ActSEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly present in all material respects the consolidated financial position of ). Since April 30, 1998, the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, has not made any change in the case accounting practices or policies applied in the preparation of unaudited its financial statements, except as may be required by GAAP. All restructuring charges and expenses taken by the Company since April 30, 1998, are properly chargeable to normal year-end audit adjustments the Company's current fiscal year and are not required by GAAP to be charged to any other adjustments described therein)accounting period.

SEC Documents and Other Reports. (a) The Company has filed with the SEC all forms, reports, statements, schedules, certifications, exhibits thereto and other documents required to be filed prior to the date hereof by it since December 31, 2004 under and its Subsidiaries with the Securities Act or and Exchange Commission (the Exchange Act "SEC") since September 30, 1995 (collectively, the “"Company SEC Documents”"). As of their respective filing dates, or if amended, as of the date of the last such amendment, the Company SEC Documents (including any documents or information incorporated by reference therein) complied, and all documents required to be filed by the Company with the SEC under the Securities Act or the Exchange Act between after the date of this Agreement hereof and prior to the date of Closing Effective Time (the "Subsequent Company SEC Documents") will comply, in each case subject to the accuracy of the representations and warranties set forth in Sections 5.4 and 6.4, in all material respects with the requirements of the Securities Act and or the Exchange Act, as the case may be, each as in effect on and the date so filed. At the time filed with the SEC, applicable rules and regulations promulgated thereunder and none of the Company SEC Documents (including any documents or information incorporated by reference therein) contained, or, in and the case of documents filed on or after the date hereof Subsequent Company SEC Documents will not contain, in each case subject to the accuracy of the representations and warranties set forth in Sections 5.4 and 6.4, any untrue statement of a material fact or omitted, or, in the case of documents filed on or after the date hereof will omit, in each case subject to the accuracy of the representations and warranties set forth in Sections 5.4 and 6.4, to state a any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, or are to be made, not misleading. The consolidated financial statements of the Company included in the Company SEC Documents (including the related notes fairly present, and schedules thereto) complied as of their respective dates in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP (except included in the case of the unaudited statementsSubsequent Company SEC Documents will fairly present, as permitted by Form 10-Q under the Exchange Act) during the periods involved (except as may be indicated therein or in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries Subsidiaries, as of at the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein) in conformity with United States generally accepted accounting principles ("GAAP") (except, in the case of the 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 therein or in the notes thereto). Since September 30, 1995, the Company has not made any change in the accounting practices or policies applied in the preparation of its financial statements, except as may be required by GAAP.

SEC Documents and Other Reports. (a) The Company has filed various reports, schedules, forms, statements and other documents (which are publicly available) with the SEC pursuant to applicable federal securities Laws from January 1, 1997 to the date of this Agreement (the "Company SEC Documents"), and the Company SEC Documents constitute all forms, reports, statements, schedules, certifications, exhibits thereto and other of the documents required to be have been filed by it since December 31, 2004 under the Securities Act or the Exchange Act (collectively, the “Company SEC Documents”)pursuant to such Laws for such period. As of their respective filing dates, or if amended, as of the date of the last such amendment, the Company SEC Documents (including any documents or information incorporated by reference therein) complied, and all documents required to be filed by the Company with the SEC under the Securities Act or the Exchange Act between after the date of this Agreement hereof and prior to the date of Closing Effective Time (the "Subsequent Company SEC Documents") will comply, in each case subject to the accuracy of the representations and warranties set forth in Sections 5.4 and 6.4, in all material respects respects, with the requirements of the Securities Act and or the Exchange Act, as the case may be, each as in effect on the date so filed. At the time filed with the SEC, and none of the Company SEC Documents (including any documents or information incorporated by reference therein) containedcontained when filed, or, in and the case of documents filed on or after the date hereof Subsequent Company SEC Documents will not contain, in each case subject to the accuracy of the representations and warranties set forth in Sections 5.4 and 6.4, any untrue statement of a material fact or omitted, or, in the case of documents filed on or after the date hereof will omit, in each case subject to the accuracy of the representations and warranties set forth in Sections 5.4 and 6.4, to state a any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, or are to be made, not misleading. Except to the extent information contained in any Company SEC Document has been revised or superseded by a later filed Company SEC Document, none of the Company SEC Documents (including any and all financial statements included therein) contains any untrue statement of a material fact or omits 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 consolidated financial statements of the Company included in the Company SEC Documents (including when filed fairly presented, and those included in the related notes and schedules thereto) complied as of their respective dates in all material respects with the then applicable accounting requirements Subsequent Company SEC Documents when filed will fairly present, and the published rules and regulations of Company's unaudited consolidated financial statements for the SEC with respect theretoeleven (11) month period ended November 30, have been prepared in accordance with GAAP 1998 (except the "Company Interim Balance Sheet Date") which are included in the case of Company Disclosure Schedule (the unaudited statements"Company Interim Financial Statements") fairly present, as permitted by Form 10-Q under the Exchange Act) during the periods involved (except as may be indicated therein or in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of at the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein) and have been prepared in conformity with GAAP (except, in the case of unaudited statements, (i) as permitted by Form 10-Q of the SEC, and (ii) with respect to those for October and November 1998, as specified in Section 3.9 of the Company Disclosure Schedule) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto). Since December 31, 1997, the Company has not made any change in the accounting practices or policies applied in the preparation of its financial statements, except as have been required by GAAP.

SEC Documents and Other Reports. (a) The Company Parent has timely filed all ------------------------------- required documents with the SEC all forms, reports, statements, schedules, certifications, exhibits thereto and other documents required to be filed by it since December 31, 2004 under the Securities Act 1999 (including, without limitation, financial statements, exhibits and schedules included or the Exchange Act (collectivelyincorporated by reference therein and all other documents incorporated by reference therein, the “Company "Parent SEC Documents”"). As of their respective filing dates, the Company Parent SEC Documents (including any documents or information incorporated by reference therein) complied, and all documents filed by the Company with the SEC under the Securities Act or the Exchange Act between the date of this Agreement and the date of Closing will comply, in each case subject to the accuracy of the representations and warranties set forth in Sections 5.4 and 6.4, complied in all material respects with the requirements of the Securities Act and or the Exchange Act, as the case may be, each as in effect on and, at the date so respective times they were filed. At the time filed with the SEC, none of the Company Parent SEC Documents (including any documents or information incorporated by reference therein) contained, or, in the case of documents filed on or after the date hereof will contain, in each case subject to the accuracy of the representations and warranties set forth in Sections 5.4 and 6.4, contained any untrue statement of a material fact or omitted, or, in the case of documents filed on or after the date hereof will omit, in each case subject to the accuracy of the representations and warranties set forth in Sections 5.4 and 6.4, 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. The consolidated financial statements (including, in each case, any notes thereto) of the Company Parent included in the Company Parent SEC Documents (including the related notes and schedules thereto) complied as of their respective dates to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with GAAP generally accepted accounting principles (except except, in the case of the unaudited statements, as permitted by Form 10-Q under of the Exchange ActSEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly present presented in all material respects the consolidated financial position of the Company Parent and its consolidated Subsidiaries as of at the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described thereintherein that, in either case, have not been and will not be material in amount). Except as disclosed in the Parent SEC Documents or as required by generally accepted accounting principles, Parent has not, between December 31, 1999 and the date hereof, made any material change in the accounting practices or policies applied in the preparation of any of such financial statements.

SEC Documents and Other Reports. (a) The Company has filed with the SEC all forms, reports, statements, schedules, certifications, exhibits thereto and other documents required to be filed prior to the date hereof by it since December 31, 2004 under and its Subsidiaries with the Securities Act or and Exchange Commission (the Exchange Act "SEC") since November 19, 1997 (collectively, the “"Company SEC Documents”"). As Except as set forth in Section 3.9 of the Company Disclosure Schedule, as of their respective filing dates, or if amended, as of the date of the last such amendment, the Company SEC Documents (including any documents or information incorporated by reference therein) complied, and all documents required to be filed by the Company with the SEC under the Securities Act or the Exchange Act between after the date of this Agreement hereof and prior to the date of Closing Effective Time (the "Subsequent Company SEC Documents"; provided, however, that the Subsequent Company SEC Documents shall not include the Proxy Statement) will comply, in each case subject to the accuracy of the representations and warranties set forth in Sections 5.4 and 6.4, in all material respects with the requirements of the Securities Act and or the Exchange Act, as the case may be, each as in effect on and the date so filed. At the time filed with the SEC, applicable rules and regulations promulgated thereunder and none of the Company SEC Documents (including any documents or information incorporated by reference therein) contained, or, in and the case of documents filed on or after the date hereof Subsequent Company SEC Documents will not contain, in each case subject to the accuracy of the representations and warranties set forth in Sections 5.4 and 6.4, any untrue statement of a material fact or omitted, or, in the case of documents filed on or after the date hereof will omit, in each case subject to the accuracy of the representations and warranties set forth in Sections 5.4 and 6.4, to state a any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, or are to be made, not misleading. The consolidated financial statements (including related notes) of the Company included in the Company SEC Documents (including the related notes and schedules thereto) complied as of their respective dates fairly present in all material respects with the then applicable accounting requirements respects, and the published rules and regulations consolidated financial statements (including related notes) of the Company included in the Subsequent Company SEC with respect theretoDocuments will fairly present in all material respects, have been prepared in accordance with GAAP the consolidated financial position of the Company and its consolidated Subsidiaries, as at the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (except subject, in the case of the unaudited statements, to normal and recurring year-end audit adjustments which were not, and, as permitted by Form 10-Q under to the Subsequent Company SEC Documents, are not expected to be, material and the fact that certain information and notes have been condensed or omitted in accordance with the Exchange ActAct and the rules and regulations promulgated thereunder) in conformity with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly present in all material respects the consolidated financial position of ). Since December 31, 1999, the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, has not made any change in the case accounting practices or policies applied in the preparation of unaudited its financial statements, to normal year-end audit adjustments and to any other adjustments described therein)except as may be required by GAAP.

SEC Documents and Other Reports. (a) The Company has filed with the SEC all forms, reports, statements, schedules, certifications, exhibits thereto and other documents required to be filed by it since December 31April 25, 2004 1996 under the Securities Act or the Exchange Act (collectively, the “"Company SEC Documents”"). As of their respective filing dates, the Company SEC Documents (including any documents or information incorporated by reference therein) complied, and all documents filed by the Company with the SEC under the Securities Act or the Exchange Act between the date of this Agreement and the date of Closing will comply, in each case subject to the accuracy of the representations and warranties set forth in Sections 5.4 and 6.4, complied in all material respects with the requirements of the Securities Act and or the Exchange Act, as the case may be, each as in effect on the date so filed. At , and at the time filed with the SEC, SEC none of the Company SEC Documents (including any documents or information incorporated by reference therein) contained, or, in the case of documents filed on or after the date hereof will contain, in each case subject to the accuracy of the representations and warranties set forth in Sections 5.4 and 6.4, contained any untrue statement of a material fact or omitted, or, in the case of documents filed on or after the date hereof will omit, in each case subject to the accuracy of the representations and warranties set forth in Sections 5.4 and 6.4, 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. The consolidated financial statements of the Company included in the Company SEC Documents (including the related notes and schedules thereto) complied comply as of their respective dates in all material respects with the then 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 (except in the case of the unaudited statements, as permitted by Form 10-Q under the Exchange Act) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of at the dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein). The Company and its Subsidiaries have not made any material misstatements of fact, or omitted to disclose any fact, to any Government Entity or in any report, document or certificate filed therewith, which misstatements or omissions, individually or in the aggregate, could reasonably be expected to subject any material licenses or authorizations to revocation or failure to renew, except to the extent that such revocation or failure to renew would not have a Material Adverse Effect on the Company or the transactions contemplated by this Agreement.

SEC Documents and Other Reports. (a) The Company has filed all ------------------------------- required documents (including proxy statements) with the SEC all formssince October 1, reports, statements, schedules, certifications, exhibits thereto and other documents required to be filed by it since December 31, 2004 under 1999 (the Securities Act or the Exchange Act (collectively, the “"Company SEC Documents”"). As of their respective filing dates, the Company --------------------- SEC Documents (including any documents or information incorporated by reference therein) complied, and all documents filed by the Company with the SEC under the Securities Act or the Exchange Act between the date of this Agreement and the date of Closing will comply, in each case subject to the accuracy of the representations and warranties set forth in Sections 5.4 and 6.4, complied in all material respects with the requirements of the Securities Act and of 1933, as amended (the "Securities Act"), or the Exchange Act, -------------- as the case may be, each as in effect on and, at the date so respective times they were filed. At the time filed with the SEC, none of the Company SEC Documents (including any documents or information incorporated by reference therein) contained, or, in the case of documents filed on or after the date hereof will contain, in each case subject to the accuracy of the representations and warranties set forth in Sections 5.4 and 6.4, contained any untrue statement of a material fact or omitted, or, in the case of documents filed on or after the date hereof will omit, in each case subject to the accuracy of the representations and warranties set forth in Sections 5.4 and 6.4, 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. The consolidated financial statements (including, in each case, any notes thereto) of the Company included in the Company SEC Documents (including the related notes and schedules thereto) complied as of their respective dates to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with GAAP United States generally accepted accounting principles consistently followed (except "GAAP") (except, in the case of the ---- unaudited statements, as permitted by Form 10-Q under of the Exchange ActSEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly present presented in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of at the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein). Except as disclosed in the Company SEC Documents or as required by GAAP, the Company has not, since October 1, 1999, made any change in the accounting practices or policies applied in the preparation of financial statements. Since October 1, 1998, the SEC has not (i) to the Knowledge of the Company, conducted any investigation of the Company, (ii) initiated any enforcement action against the Company or (iii) provided to the Company any comments on any of the Company SEC Documents, and, to the Knowledge of the Company, no such investigation, enforcement action or comments is pending or threatened.

SEC Documents and Other Reports. (a) The Company has timely filed all required documents with the SEC all forms, reports, statements, schedules, certifications, exhibits thereto and other documents required to be filed by it since December 31, 2004 under the Securities Act 1999 (including, without limitation, financial statements, exhibits and schedules included or the Exchange Act (collectivelyincorporated by reference therein and all other documents incorporated by reference therein, the “"Company SEC Documents”"). As Except as set forth in Section 3.5 of the Company Letter, as of their respective filing dates, the Company SEC Documents (including any documents or information incorporated by reference therein) complied, and all documents filed by the Company with the SEC under the Securities Act or the Exchange Act between the date of this Agreement and the date of Closing will comply, in each case subject to the accuracy of the representations and warranties set forth in Sections 5.4 and 6.4, complied in all material respects with the requirements of the Securities Act and or the Exchange Act, as the case may be, each as in effect on and, at the date so respective times they were filed. At the time filed with the SEC, none of the Company SEC Documents (including any documents or information incorporated by reference therein) contained, or, in the case of documents filed on or after the date hereof will contain, in each case subject to the accuracy of the representations and warranties set forth in Sections 5.4 and 6.4, contained any untrue statement of a material fact or omitted, or, in the case of documents filed on or after the date hereof will omit, in each case subject to the accuracy of the representations and warranties set forth in Sections 5.4 and 6.4, 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. The Except as set forth in Section 3.5 of the Company Letter, the consolidated financial statements (including, in each case, any notes thereto) of the Company included in the Company SEC Documents (including the related notes and schedules thereto) complied as of their respective dates to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with GAAP generally accepted accounting principles (except except, in the case of the unaudited statements, as permitted by Form 10-Q under of the Exchange ActSEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly present presented in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of at the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described thereintherein that, in either case, have not been and will not be material in amount). Except as disclosed in the Company SEC Documents or as required by generally accepted accounting principles or as set forth in Section 3.5 of the Company Letter, the Company has not, between December 31, 1999 and the date hereof, made any material change, in the accounting practices or policies applied in the preparation of any of such financial statements.

SEC Documents and Other Reports. (a) The Company Buyer has timely filed with the SEC all forms, reports, statements, schedules, certifications, exhibits thereto reports and other documents required to be filed by it since December 31January 1, 2004 2006 under the Securities Act or the Exchange Act (collectively, the “Company "Buyer SEC Documents”"). As of their respective filing dates, the Company Buyer SEC Documents (including any documents or information incorporated by reference therein) complied, and all documents filed by the Company with the SEC under the Securities Act or the Exchange Act between the date of this Agreement and the date of Closing will comply, in each case subject to the accuracy of the representations and warranties set forth in Sections 5.4 and 6.4, complied in all material respects with the requirements of the Securities Act and or the Exchange Act, as the case may be, each as in effect on the date so filed. At , and at the time filed with the SEC, SEC none of the Company Buyer SEC Documents (including any documents or information incorporated by reference therein) contained, or, in the case of documents filed on or after the date hereof will contain, in each case subject to the accuracy of the representations and warranties set forth in Sections 5.4 and 6.4, contained any untrue statement of a material fact or omitted, or, in the case of documents filed on or after the date hereof will omit, in each case subject to the accuracy of the representations and warranties set forth in Sections 5.4 and 6.4, 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. None of the Buyer’s Subsidiaries are required to file any forms, reports and/or documents with the SEC. The consolidated financial statements of the Company Buyer included in the Company Buyer SEC Documents (including the related notes and schedules thereto) complied as of their respective dates in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with GAAP (except in the case of the unaudited statements, as permitted by Form 10-Q under the Exchange Act) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly present in all material respects the condensed consolidated financial position of the Company Buyer and its consolidated Subsidiaries as of at the dates thereof and the condensed consolidated results of their operations and their condensed consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, all of which are of a recurring nature and none of which individually or in the aggregate would have a material adverse effect on Buyer or and of its Subsidiaries).