Common use of SEC Documents; Parent Financial Statements Clause in Contracts

SEC Documents; Parent Financial Statements. Parent has made available to the Company a true and complete copy of each annual, quarterly and other reports, registration statements (without exhibits) and definitive proxy statement filed by Parent with the Securities and Exchange Commission (the "SEC") since December 31, 1999 (the "Parent SEC Documents"). As of their respective filing dates, the Parent SEC Documents complied in all material respects with the requirements of the Securities Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Documents, and none of the Parent SEC Documents contained on their filing dates any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except to the extent corrected by a subsequently filed Parent SEC Document. The financial statements of Parent included in the Parent SEC Documents (the "Parent Financial Statements") complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto or, in the case of unaudited financial statements, as permitted under Form 10-Q under the Exchange Act) and fairly presented the consolidated financial position of Parent and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of Parent's operations and cash flows for the periods indicated (subject to, in the case of unaudited statements, to normal and recurring year-end audit adjustments).

SEC Documents; Parent Financial Statements. Parent has furnished or made available to the Company a true and complete copy copies of each annual, quarterly and other reports, all reports or registration statements (without exhibits) and definitive proxy statement filed by Parent it with the United States Securities and Exchange Commission (the "SEC") since December 31under the Securities Exchange Act of 1934, 1999 as amended (the "Parent EXCHANGE ACT") for all periods since December 1, 1999, all in the form so filed (all of the foregoing being collectively referred to as the "SEC DocumentsDOCUMENTS"). As of their respective filing dates, the Parent SEC Documents complied in all material respects with the requirements of the Securities Act and or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as the case may be, and the rules and regulations none of the SEC promulgated thereunder applicable to such Parent SEC Documents, and none of the Parent SEC Documents contained on their filing dates any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under in which they were made, not misleading, except to the extent corrected by a document subsequently filed Parent SEC Documentwith the SEC. The financial statements of Parent Parent, including the notes thereto, included in the Parent SEC Documents (the "Parent Financial StatementsPARENT FINANCIAL STATEMENTS") complied comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with GAAP United States generally accepted accounting principles consistently applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto or, in the case of unaudited financial statements, as permitted under by Form 10-Q under of the Exchange ActSEC) and present fairly presented the consolidated financial position of Parent and its consolidated subsidiaries as of at the respective dates thereof and the consolidated results of Parent's its operations and cash flows for the periods indicated then ended (subject tosubject, in the case of unaudited statements, to normal and recurring year-end audit adjustments). There has been no change in Parent accounting policies except as described in the notes to the Parent Financial Statements.

SEC Documents; Parent Financial Statements. Parent has furnished or made available to the Company a true and complete copy copies of each annual, quarterly and other reports, all reports or registration statements (without exhibits) and definitive proxy statement filed by Parent it with the Securities and Exchange Commission (the "SEC") since December 31for the three (3) years prior to the date hereof, 1999 all in the form so filed, including the exhibits thereto (all of the foregoing being collectively referred to as the "Parent SEC Documents"). As of their respective filing dates, the Parent SEC Documents complied in all material respects with the requirements of the Securities Act and of 1933 (the "Securities Act") or the Securities Exchange Act of 1934, as amended 1934 (the "Exchange Act"), ) as the case may be, and the rules and regulations none of the SEC promulgated thereunder applicable to such Parent SEC Documents, and none of the Parent SEC Documents contained on their filing dates any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under in which they were made, not misleading, except to the extent corrected by a -34- 39 document subsequently filed Parent SEC Documentwith the SEC. The financial statements of Parent Parent, including the notes thereto, included in the Parent SEC Documents (the "Parent Financial Statements") complied comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with GAAP generally accepted accounting principles consistently applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto or, in the case of unaudited financial statements, as permitted under by Form 10-Q under of the Exchange ActSEC) and present fairly presented the consolidated financial position of Parent and its consolidated subsidiaries as of at the respective dates thereof and the consolidated results of Parent's its operations and cash flows for the periods indicated then ended (subject tosubject, in the case of unaudited statements, to normal and recurring year-end audit adjustments). There has been no change in Parent accounting policies except as described in the notes to the Parent Financial Statements; provided, however, the Parent may have restated or may restate one or more of the Parent Financial Statements to reflect acquisitions entered into subsequent to the respective dates thereof.

SEC Documents; Parent Financial Statements. Parent has made available to the Company a A true and complete copy of each annual, quarterly and other reportscurrent report, registration statements (without exhibits) and definitive proxy statement filed by Parent with the Securities and Exchange Commission SEC on or after January 24, 2002 (the "SECPARENT SEC DOCUMENTS") since December 31, 1999 (is available on the "Parent Web site maintained by the SEC Documents")at xxxx://xxx.xxx.xxx. As of their respective filing dates, the Parent SEC Documents complied in all material respects with the requirements of the Securities Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Documents, and none of the Parent SEC Documents contained on their filing dates any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except to the extent corrected by a subsequently filed Parent SEC Document. The financial statements of Parent included in the Parent SEC Documents (the "Parent Financial StatementsPARENT FINANCIAL STATEMENTS") complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto thereto, except in the case of pro forma statements, or, in the case of unaudited financial statements, except as permitted under Form 10-Q under the Exchange Act) and fairly presented the consolidated financial position of Parent and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of Parent's operations and cash flows for the periods indicated (subject to, in the case of unaudited statements, to normal and recurring year-end audit adjustments).

SEC Documents; Parent Financial Statements. Parent has timely filed ------------------------------------------ all SEC documents required to be filed by Parent under the Securities and the Exchange Act. Parent has furnished or made available to the Company a true and complete copy correct copies of each annual, quarterly its 10-K and other reports, registration statements (without exhibits) and definitive proxy statement filed by Parent with the Securities and Exchange Commission 10-Q (the "SEC") since December 31, 1999 (foregoing being collectively referred to as the "Parent SEC Documents"). As of their respective filing dates, the Parent SEC ------------- Documents complied in all material respects with the requirements of the Securities Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the applicable rules and regulations of the SEC thereunder, as the case may be, and the rules and regulations none of the SEC promulgated thereunder applicable to such Parent SEC Documents, and none of the Parent SEC Documents contained on their filing dates any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under in which they were made, not misleading, except to the extent corrected by a document subsequently filed Parent with the SEC Documentprior to the date hereof. The financial statements of Parent Parent, including the notes thereto, included in the Parent SEC Documents and any other financial statements filed with the SEC after the date of this Agreement and until the Effective Date (the "Parent ------ Financial Statements") complied comply as to form in all material respects with -------------------- applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP generally accepted accounting principles consistently applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto or, in the case of unaudited financial statements, as permitted under by Form 10-Q under of the Exchange ActSEC) and present fairly presented the consolidated financial position of Parent and its consolidated subsidiaries as of at the respective dates thereof and the consolidated results of Parent's its operations and cash flows for the periods indicated then ended (subject tosubject, in the case of unaudited statements, to normal and normal, recurring year-end audit adjustmentsadjustments which will not be material in amount or significance). There has been no change in Parent accounting policies except as described in the notes to the Parent Financial Statements.

SEC Documents; Parent Financial Statements. Parent has made available to the Company a true True and complete copy copies of each annual, quarterly and other reports, all reports or registration statements (without exhibits) and definitive proxy statement filed by Parent with the Securities and Exchange Commission (the "SEC") since December November 1, 1997 are available to the Company on the SEC's web site at xxx.xxx.xxx, and Parent has made available to the stockholders true and complete copies of its Annual Report on Form 10-K for the fiscal year ended October 31, 1999 2000, all Forms 8-K, if any, filed after the date of the last of the Form 10-K and its Proxy Statement relating to its 2001 Annual Meeting of Shareholders, which Form 10-K and Proxy Statement will be timely filed with the SEC (collectively, the "Parent SEC Documents"). As of their respective filing dates, each of the Parent SEC Documents complied in all material respects with the requirements of the Securities Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Documents, and none of the Parent SEC Documents contained on their filing dates any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except to the extent corrected by a subsequently filed Parent SEC Documentthereunder. The financial statements of Parent Parent, including the notes thereto, included in the Parent SEC Documents (the "Parent Financial Statements") complied comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with GAAP consistently applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto or, in the case of unaudited financial statements, as permitted under by Form 10-Q under of the Exchange Act) SEC), were true and fairly presented correct in all material respects as of their respective dates and present fairly, in accordance with GAAP, the consolidated financial position condition of Parent and its consolidated subsidiaries as of at the respective dates thereof and the consolidated results of Parent's its operations and cash flows for the periods indicated then ended (subject tosubject, in the case of unaudited statements, to normal and recurring year-end audit adjustmentsadjustments and any other adjustments described therein). There has been no material change in Parent accounting policies except as described in the notes to the Parent Financial Statements.

SEC Documents; Parent Financial Statements. Parent has made available ------------------------------------------ (via XXXXX) to the Company a true and complete copy of each annual, quarterly and other reports, registration statements (without exhibits) and definitive proxy statement filed by Parent with the Securities and Exchange Commission (the "SEC") SEC since December 31April 30, 1999 (the "Parent SEC Documents"). As of their respective filing dates, the Parent SEC Documents complied in all material respects with the requirements of the Securities Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Documents, and none of the Parent SEC Documents contained on their filing dates any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except to the extent corrected by a subsequently filed Parent SEC Document. The financial statements of Parent included in the Parent SEC Documents (the "Parent Financial Statements") complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto or, in the case of unaudited financial statements, as permitted under Form 10-Q under the Exchange Act) and fairly presented the consolidated financial position of Parent and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of Parent's operations and cash flows for the periods indicated (subject to, in the case of unaudited statements, to normal and recurring year-end audit adjustments).

SEC Documents; Parent Financial Statements. Parent has made available to the Company a A true and complete copy ------------------------------------------ of each annual, quarterly and other reportsreport, registration statements (without exhibits) statement, and definitive proxy statement filed by Parent with the Securities and Exchange Commission (the "SEC") since December 31June 30, 1999 (the "Parent SEC Documents")) is available on the web site maintained by the SEC at xxxx://xxx.xxx.xxx. As of their respective filing dates, the Parent SEC Documents complied in all material respects with the requirements of the Securities Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Documents, and none of the Parent SEC Documents contained on their filing dates any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except to the extent corrected by a subsequently filed Parent SEC Document. The financial statements of Parent included in the Parent SEC Documents (the "Parent Financial Statements") complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated and consistent with each other (except as may be indicated in the notes thereto thereto, except in the case of pro forma statements, or, in the case of unaudited financial statements, except as permitted under Form 10-Q under the Exchange Act) and fairly presented the consolidated financial position of Parent and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of Parent's operations and cash flows for the periods indicated (subject to, in the case of unaudited statements, to normal and recurring year-end audit adjustments). There is no event or condition of any character that has had a Parent Material Adverse Effect that is not reflected in the Parent SEC Documents.

SEC Documents; Parent Financial Statements. Parent has made available to the Company a A true and complete copy of each annual, quarterly and other reportsreport, registration statements (without exhibits) statement, and definitive proxy statement filed by Parent with the Securities SEC since January 1, 2007 and Exchange Commission prior to the date hereof (the "SEC") since December 31, 1999 (the "“Parent SEC Documents")”) is available on the Web site maintained by the SEC at xxxx://xxx.xxx.xxx, other than portions in respect of which confidential treatment was granted by the SEC. Since January 1, 2007, Parent has filed in a timely manner all documents, including the Parent SEC Documents, that Parent was required to file with the SEC pursuant to the requirements of the Securities Act, the Exchange Act and the rules and regulations thereunder. As of their respective filing dates, the Parent SEC Documents complied in all material respects with the requirements of the Securities Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Documents, and none of the Parent SEC Documents contained on their filing dates any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except to the extent corrected by a subsequently filed Parent SEC Document. The financial statements of Parent included in the Parent SEC Documents (the "“Parent Financial Statements"”) complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto thereto, except in the case of pro forma statements, or, in the case of unaudited financial statements, except as permitted under Form 10-Q under the Exchange Act) and fairly presented the consolidated financial position of Parent and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of Parent's ’s operations and cash flows for the periods indicated (subject to, in the case of unaudited statements, to normal and recurring year-end audit adjustments).

SEC Documents; Parent Financial Statements. Parent has made available to the Company a true and complete copy of each annual, quarterly and other reports, registration statements (without exhibits) and definitive proxy statement filed by Parent with the Securities and Exchange Commission (the "SEC") since December March 31, 1999 2001 (the "Parent PARENT SEC DocumentsDOCUMENTS"). As of their respective filing dates, the Parent SEC Documents complied in all material respects with the requirements of the Securities Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Documents, and none of the Parent SEC Documents contained on their filing dates any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except to the extent corrected by a subsequently filed Parent SEC Document. The financial statements of Parent included in the Parent SEC Documents (the "Parent Financial StatementsPARENT FINANCIAL STATEMENTS") complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto or, in the case of unaudited financial statements, as permitted under Form 10-Q under the Exchange Act) and fairly presented the consolidated financial position of Parent and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of Parent's operations and cash flows for the periods indicated (subject to, in the case of unaudited statements, to normal and recurring year-end audit adjustments).

SEC Documents; Parent Financial Statements. Parent has made available to the Company a A true and complete copy of each annual, quarterly quarterly, current and other reportsreport, registration statements (without exhibits) statement, and definitive proxy statement filed by Parent with the Securities SEC since December 1, 2005 and Exchange Commission prior to the date hereof (the "SEC") since December 31, 1999 (the "“Parent SEC Documents")”) is available on the Web site maintained by the SEC at hxxx://xxx.xxx.xxx, other than portions in respect of which confidential treatment was granted by the SEC. As of their respective filing dates, the Parent SEC Documents complied in all material respects with the requirements of the Securities Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Documents, and none of the Parent SEC Documents contained on their filing dates any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except to the extent corrected by a subsequently filed Parent SEC Document. The financial statements of Parent included in the Parent SEC Documents (the "“Parent Financial Statements"”) complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto thereto, except in the case of pro forma statements, or, in the case of unaudited financial statements, except as permitted under Form 10-Q under the Exchange Act) and fairly presented the consolidated financial position of Parent and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of Parent's ’s operations and cash flows for the periods indicated (subject to, in the case of unaudited statements, to normal and recurring year-end audit adjustments). Parent is in all material respects in compliance with the continued listing standards of the Marketplace Rules of the Nasdaq Stock Market.

SEC Documents; Parent Financial Statements. Parent has made available ------------------------------------------ to the Company a true and complete copy of each annual, quarterly its annual report on Form 20-F for the year 1999 and other reports, reports and registration statements (without exhibits) and definitive proxy statement filed by Parent with the Securities and Exchange Commission (SEC since the "SEC") since December 31completion of its initial public offering in April 1999, 1999 including the Form 6-K containing the financial statements of Parent for the quarter ended September 30, 2000 (the "Parent SEC Documents"). As of their respective filing dates, the Parent SEC Documents complied in all material respects with the requirements of the Securities Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Documents, and none of the Parent SEC Documents contained on their filing dates any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except to the extent corrected by a subsequently filed Parent SEC Document. The financial statements of Parent included in the Parent SEC Documents (the "Parent Financial Statements") complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto or, in the case of unaudited financial statements, as to the extent permitted under Form 10-Q under by the Exchange ActAct or regulations promulgated thereunder) and fairly presented the consolidated financial position of Parent and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of Parent's operations and cash flows for the periods indicated (subject to, in the case of unaudited statements, to normal and recurring year-end audit adjustments).

SEC Documents; Parent Financial Statements. Parent has furnished or made available to the Company a true and complete copy copies of each annual, quarterly and other reports, registration statements (without exhibits) and definitive proxy statement all reports filed by Parent it with the U.S. Securities and Exchange Commission (the "SEC") since under the Exchange Act for all periods subsequent to December 31, 1999 1994, all in the form so filed (all of the foregoing being collectively referred to as the "Parent SEC Documents"). As of their respective filing dates, the Parent SEC Documents complied in all material respects with the requirements of the Securities Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Documents, and none of the Parent SEC Documents contained on their filing dates any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under in which they were made, not misleading, except to the extent corrected by a document subsequently filed with the SEC. Parent SEC Documenthas made all filings required under the rules and regulations promulgated by the SEC. The financial statements of Parent Parent, including the notes thereto, included in the Parent SEC Documents (the "Parent Financial Statements") complied comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with GAAP generally accepted accounting principles consistently applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto or, in the case of unaudited financial statements, as permitted under Form 10-Q under the Exchange Actthereto) and present fairly presented the consolidated financial position of Parent and its consolidated subsidiaries as of at the respective dates thereof and the consolidated results of Parent's its operations and cash flows for the periods indicated then ended (subject tosubject, in the case of unaudited statements, to normal and recurring year-end audit adjustments). There has been no change in Parent accounting policies except as described in the notes to the Parent Financial Statements.

SEC Documents; Parent Financial Statements. Parent has filed all forms, reports, and documents required to be filed by it with the SEC and has furnished or made available to each the Company a true and complete copy copies of its Annual Report on Form 10-K for the fiscal year ended September 30, 2011; each annual, quarterly and other reports, registration statements (without exhibits) and definitive proxy statement Current Report on Form 8-K filed by Parent since September 30, 2011; and Parent’s proxy statement for its 2011 Annual Meeting of Stockholders (collectively, the “SEC Documents”), which SEC Documents Parent has filed with the Securities and SEC under the Exchange Commission (the "SEC") since December 31, 1999 (the "Parent SEC Documents")Act. As of their respective filing dates, the Parent SEC Documents complied in all material respects with the requirements of the Securities Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Documents, and none of the Parent SEC Documents contained on their filing dates any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under in which they were made, not misleading, except to the extent corrected by a subsequently filed Parent SEC Document. The consolidated financial statements of Parent Parent, including the notes thereto, included in the Parent SEC Documents (the "“Parent Financial Statements"”) complied comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with US GAAP consistently applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto or, in the case of unaudited financial statements, as permitted under by Form 10-Q under of the Exchange Act) SEC), and fairly presented present the consolidated financial position of Parent and the results of its consolidated subsidiaries operations and cash flows as of the respective dates thereof and the consolidated results of Parent's operations and cash flows for the periods indicated therein (subject tosubject, in the case of unaudited statements, to normal and recurring year-end audit adjustments). There has been no change in Parent’s accounting policies except as described in the notes to Parent Financial Statements.

SEC Documents; Parent Financial Statements. Parent has made available to the Company a true and complete copy As of each annualtheir respective filing dates, quarterly and other reportsall reports filed since January 1, registration statements (without exhibits) and definitive proxy statement filed 2001 by Parent with the Securities and Exchange Commission (the "“SEC"”) since December 31, 1999 (the "Parent SEC Documents"). As of their respective filing dates, the Parent SEC Documents complied in all material respects with the requirements of the Securities Act and under the Securities Exchange Act of 1934, as amended (the "“Exchange Act"), ”) (collectively referred to as the case may be, and “SEC Documents”) complied in all material respects with the rules and regulations requirements of the SEC promulgated thereunder applicable to such Parent SEC DocumentsExchange Act, and none of the Parent SEC Documents contained on their filing dates any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under in which they were made, not misleading, except to the extent corrected by a document subsequently filed Parent SEC Documentwith the SEC. The financial statements of Parent Parent, including the notes thereto, included in the Parent SEC Documents (the "“Parent Financial Statements"”) complied comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated involved (except as may be indicated in the notes thereto or, in the case of unaudited financial statements, as permitted under by Form 10-Q under of the Exchange ActSEC) and present fairly presented the consolidated financial position of Parent and its consolidated subsidiaries as of at the respective dates thereof and the consolidated results of Parent's its operations and cash flows for the periods indicated then ended (subject tosubject, in the case of unaudited statements, to normal and recurring year-end audit adjustments).. 3.5

SEC Documents; Parent Financial Statements. Parent has furnished or made available to the Company a true and complete copy of each annualits Annual Report on Form 10-K for the fiscal year ended June 30, quarterly 1998, its Quarterly Reports on Form 10-Q for the quarters ended September 26, 1998, December 26, 1998, and other reportsMarch 27, registration statements (without exhibits) 1999, and definitive its proxy statement dated October 5, 1998 (collectively, the "SEC Documents"), which Parent filed by Parent under the Exchange Act with the Securities and Exchange Commission (the "SEC") since December 31, 1999 (the "Parent SEC Documents"). As of their respective filing dates, the Parent SEC Documents complied in all material respects with the requirements of the Securities Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Documents, and none of the Parent SEC Documents contained on their filing dates any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, except to the extent corrected by a document subsequently filed by or on behalf of Parent SEC Documentwith the SEC. The consolidated financial statements of Parent Parent, including the notes thereto, included in the Parent SEC Documents (the "Parent Financial Statements") complied are complete and correct, comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated involved (except as may be indicated in the notes thereto or, in the case of unaudited financial statements, as permitted under by Form 10-Q under of the Exchange Act) SEC), and fairly presented present the consolidated financial position of Parent and the results of its consolidated subsidiaries operations and cash flows as of the respective dates thereof and the consolidated results of Parent's operations and cash flows for the periods indicated thereon (subject tosubject, in the case of the unaudited statements, to normal and recurring year-end audit accounting adjustments). There has been no change in Parent's accounting policies or estimates except as described in the notes to the Parent Financial Statements.

SEC Documents; Parent Financial Statements. As of the date hereof, Parent has furnished or made available to the Company a true and complete copy copies of each annual, quarterly and other reports, registration statements (without exhibits) and definitive proxy statement all SEC Documents previously filed by Parent it with the Securities SEC under the 1933 Act and the Exchange Commission (the "SEC") since December 31, 1999 (the "Parent SEC Documents")Act. As of their respective filing dates, the Parent all such SEC Documents of Parent complied in all material respects with the requirements of the Securities 1933 Act and or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Documents, and none of the Parent such SEC Documents contained on their filing dates any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under in which they were made, not misleading, except to the extent corrected by a document subsequently filed Parent SEC Documentwith the SEC. The financial statements of Parent Parent, including the notes thereto, included in the Parent aforesaid SEC Documents (the "Parent Financial Statements") complied comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with GAAP consistently applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto or, in the case of unaudited financial statements, as permitted under by Form 10-Q under of the Exchange ActSEC) and present fairly presented the consolidated financial position of Parent and its consolidated subsidiaries as of at the respective dates thereof and the consolidated results of Parent's its operations and cash flows for the periods indicated then ended (subject tosubject, in the case of unaudited statements, to normal and recurring year-end audit adjustments). As of the date hereof, there has been no change in Parent accounting policies except as described in the notes to the Parent Financial Statements.

SEC Documents; Parent Financial Statements. Parent has made available to the Company a A true and complete copy of each annual, quarterly quarterly, current and other reportsreport, registration statements (without exhibits) statement, and definitive proxy statement filed by Parent with the Securities SEC since January 1, 2006 and Exchange Commission prior to the date hereof (the "SEC") since December 31, 1999 (the "“Parent SEC Documents")”) is available on the Web site maintained by the SEC at hxxx://xxx.xxx.xxx, other than portions in respect of which confidential treatment was granted by the SEC. As of their respective filing dates, the Parent SEC Documents complied in all material respects with the requirements of the Securities Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Documents, and none of the Parent SEC Documents contained on their filing dates any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except to the extent corrected by a subsequently filed Parent SEC Document. The financial statements of Parent included in the Parent SEC Documents (the "“Parent Financial Statements"”) complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto thereto, except in the case of pro forma statements, or, in the case of unaudited financial statements, except as permitted under Form 10-Q under the Exchange Act) and fairly presented the consolidated financial position of Parent and its consolidated subsidiaries Subsidiaries as of the respective dates thereof and the consolidated results of Parent's ’s operations and cash flows for the periods indicated (subject to, in the case of unaudited statements, to normal and recurring year-end audit adjustments).

SEC Documents; Parent Financial Statements. Parent has made available to the Company a true and complete copy of each annual, quarterly and other reportsreport, registration statements statement (without exhibits) and definitive proxy statement filed by Parent with the Securities and Exchange Commission (the "SEC") since December 31February 9, 1999 2000 (the "Parent SEC Documents"). As of their respective filing dates, the Parent SEC Documents complied in all material respects with the requirements of the Securities Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Documents, and none of the Parent SEC Documents contained on their filing dates any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except to the extent corrected by a subsequently filed Parent SEC Document. The financial statements of Parent included in the Parent SEC Documents (the "Parent Financial Statements") complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto or, in the case of unaudited financial statements, as permitted under Form 10-Q under the Exchange Act) and fairly presented the consolidated financial position of Parent and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of Parent's operations and cash flows for the periods indicated (subject to, in the case of unaudited statements, to normal and recurring year-end audit adjustments).

SEC Documents; Parent Financial Statements. Parent has made available to the Company a A true and complete copy ------------------------------------------ of each annual, quarterly and other reportsreport, registration statements (without exhibits) and definitive proxy statement filed by Parent with the Securities and Exchange Commission (the "SEC") since December 31, 1999 is available on --- the Web site maintained by the SEC at xxxx://xxx.xxx.xxx (the "Parent SEC ---------- Documents"). As of their respective filing dates, the Parent SEC Documents --------- complied in all material respects with the requirements of the Securities Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Documents, and none of the Parent SEC Documents contained on their filing dates any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except to the extent corrected by a subsequently filed Parent SEC Document. The financial statements of Parent included in the Parent SEC Documents (the "Parent Financial Statements") complied as to form in all --------------------------- material respects with the published rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto thereto, except in the case of pro forma statements, or, in the case of unaudited financial statements, except as permitted under Form 10-Q under the Exchange Act) and fairly presented the consolidated financial position of Parent and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of Parent's operations and cash flows for the periods indicated (subject to, in the case of unaudited statements, to normal and recurring year-end audit adjustments).

SEC Documents; Parent Financial Statements. Parent has furnished or made available to the Company a true and complete copy copies of each annual, quarterly and other reports, all reports or registration statements (without exhibits) and definitive proxy statement filed by Parent it with the U.S. Securities and Exchange Commission (the "SEC") since December 31under the Securities Exchange Act of 1934, 1999 as amended (the "Parent EXCHANGE ACT"), for all periods subsequent to October, 1996, all in the form so filed (all of the foregoing being collectively referred to as the "SEC DocumentsDOCUMENTS"). As of their respective filing dates, the Parent SEC Documents complied in all material respects with the requirements of the Securities Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Documents, and none of the Parent SEC Documents contained on their filing dates any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, made therein not misleading, except to the extent corrected by a subsequently filed Parent SEC Documentdocument with the SEC. The financial statements of Parent Parent, including the notes thereto, included in the Parent SEC Documents (the "Parent Financial StatementsPARENT FINANCIAL STATEMENTS") complied comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with GAAP generally accepted accounting principles consistently applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto or, in the case of unaudited financial statements, as permitted under Form 10-Q under the Exchange Actthereto) and present fairly presented the consolidated financial position of Parent and its consolidated subsidiaries as of at the respective dates thereof and the consolidated results of Parent's its operations and cash flows for the periods indicated then ended (subject tosubject, in the case of unaudited statements, to normal and recurring year-end audit adjustments).

SEC Documents; Parent Financial Statements. Parent has made available (via XXXXX) to the Company a true and complete copy of each annual, quarterly and other reports, registration statements (without exhibits) and definitive proxy statement filed by Parent with the Securities and Exchange Commission (the "SEC") SEC since December 31January 1, 1999 2003 (the "Parent SEC Documents"). Since January 1, 2003, Parent has filed all reports required to be filed by Parent pursuant to the requirements of the Securities Act and the Exchange Act, as the case may be. As of their respective filing dates, the Parent SEC Documents complied in all material respects with the requirements of the Securities Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Documents, and none . None of the Parent SEC Documents contained on their filing dates any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except to the extent corrected by a subsequently filed Parent SEC Document. The financial statements of Parent included in the Parent SEC Documents (the "Parent Financial Statements") complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto or, in the case of unaudited financial statements, as permitted under Form 10-Q under the Exchange Act) and fairly presented the consolidated financial position of Parent and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of Parent's operations and cash flows for the periods indicated (subject to, in the case of unaudited statements, to normal and recurring year-end audit adjustments).

SEC Documents; Parent Financial Statements. Parent has furnished or made available to the Company a HoldCo and Key Holders true and complete copy copies of each annual, quarterly and other reports, registration statements (without exhibits) and definitive proxy statement all SEC Documents filed by Parent it or its predecessors with the Securities and Exchange Commission (SEC, all in the "SEC") since December 31, 1999 (the "Parent SEC Documents")form so filed. As of their respective filing dates, the Parent such SEC Documents filed by Parent and all SEC Documents filed after the date hereof but before the Closing complied or, if filed after the date hereof, will comply in all material respects with the requirements of the Securities Act and the Securities Exchange Act and the rules and regulations of 1934, as amended (the "Exchange Act")SEC thereunder, as the case may be, and the rules and regulations none of the SEC promulgated thereunder applicable to such Parent SEC Documents, and none of the Parent SEC Documents contained on their filing dates or will contain any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under in which they were made, not misleading, except to the extent corrected such SEC Documents have been corrected, updated or superseded by a document subsequently filed Parent SEC Documentwith the SEC. The financial statements of Parent included in Parent, including the Parent SEC Documents notes thereto (the "“Parent Financial Statements"”) complied comply as to form in all material respects with the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with GAAP consistently applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto or, in the case of unaudited financial statements, as permitted under Form 10-Q under the Exchange Actthereto) and present fairly presented the consolidated financial position of Parent and its consolidated subsidiaries as of at the respective dates thereof and the consolidated results of Parent's its operations and cash flows for the periods indicated (subject tothen ended, in the case of unaudited statements, it being understood that such financial statements may be required to normal and recurring year-end audit adjustments)be restated from time to time.