Common use of SEC Filings; Company Financial Statements Clause in Contracts

SEC Filings; Company Financial Statements. (a) The Company has filed all forms, reports and documents required to be filed with the SEC since June 30, 1997. All such required forms, reports and documents are referred to herein as the "Company SEC Reports." Except as set forth in Section 2.7(c) of the Company Disclosure Letter, as of their respective dates, or if amended, as of the date of such last amendment, the Company SEC Reports (i) complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Company SEC Reports, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of the last of such filings) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

SEC Filings; Company Financial Statements. (a) The Company has made available to Parent a correct and complete copy of each material form, report, schedule, registration statement and definitive proxy statement filed by Company with the Securities and Exchange Commission ("SEC") since July 1, 1999 (the "COMPANY SEC REPORTS"), which are all the material forms, reports and documents required to be filed by Company with the SEC since June 30July 1, 19971999. All such required forms, reports and documents are referred to herein as the "Company SEC Reports." Except as set forth in Section 2.7(c) of the Company Disclosure Letter, as of their respective dates, or if amended, as of the date of such last amendment, the The Company SEC Reports (iA) complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Company SEC Reports, and (iiB) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of the last of such filingsfiling) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of Company's subsidiaries is required to file any forms, reports or other documents with the SEC.

SEC Filings; Company Financial Statements. (a) The Company has filed all forms, reports and documents required to be filed by the Company with the SEC since June 30March 2, 19971998 and has made available to Parent such forms, reports and documents in the form filed with the SEC. All such required forms, reports and documents (including those that the Company may file subsequent to the date hereof), as amended, are referred to herein as the "Company SEC Reports." Except as set forth in Section 2.7(c) of the Company Disclosure Letter, as As of their respective dates, or if amended, as of the date of such last amendment, the Company SEC Reports (i) were prepared in accordance and complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Company SEC Reports, Reports and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of the last of such filings) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of the Company's subsidiaries is required to file any forms, reports or other documents with the SEC.

SEC Filings; Company Financial Statements. (a) The Company has made available to Parent a correct and complete copy of each material form, report, schedule, registration statement and definitive proxy statement filed by Company with the Securities and Exchange Commission ("SEC") since December 31, 1998 (the "Company SEC Reports"), which are all the material forms, reports and documents required to be filed by Company with the SEC since June 30December 31, 19971998. All such required forms, reports and documents are referred to herein as the "Company SEC Reports." Except as set forth in Section 2.7(c) of the Company Disclosure Letter, as of their respective dates, or if amended, as of the date of such last amendment, the The Company SEC Reports (iA) complied were prepared in all material respects accordance with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Company SEC Reports, and (iiB) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of the last of such filingsfiling) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of Company's subsidiaries is required to file any forms, reports or other documents with the SEC.

SEC Filings; Company Financial Statements. (a) The Company has filed all forms, reports and documents required to be filed by the Company with the SEC since June 30January 1, 19971999. All such required forms, reports and documents (including those that the Company may file subsequent to the date hereof) are referred to herein as the "Company COMPANY SEC ReportsREPORTS." Except as set forth in Section 2.7(c) of the Company Disclosure Letter, as As of their respective datesdates (or, or if amended, as of the date respective dates of such last amendmentamendments), the Company SEC Reports (i) complied as to form in all material respects with the requirements of the Securities Act of 1933, as amended (the "SECURITIES ACT"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Company SEC Reports, Reports and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of the last of such filings) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of the Company's subsidiaries is required to file any forms, reports or other documents with the SEC.

SEC Filings; Company Financial Statements. (a) The Company has filed all forms, reports and documents required to be filed by Company with the SEC since June 30the date that it was required to do so pursuant to the Exchange Act and has made available to Parent such forms, 1997reports and documents in the form filed with the SEC. All such required forms, reports and documents (including those that Company may file subsequent to the date hereof) are referred to herein as the "“Company SEC Reports." Except as set forth in Section 2.7(c) of the Company Disclosure Letter, as ” As of their respective dates, or if amended, as of the date of such last amendment, the Company SEC Reports (i) complied were prepared in accordance in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Company SEC ReportsReports then in effect at the time of such filing, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of the last of such filings) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except to the extent corrected prior to the date of this Agreement by a subsequently filed Company SEC Report.

SEC Filings; Company Financial Statements. (a) The Company has filed all forms, reports and documents required to be filed by the Company with the SEC since June 30January 29, 19971996 under Section 13(a) or Section 15(d) of the Exchange Act. All such required forms, reports and documents (including those that the Company may file subsequent to the date hereof) are referred to herein as the "Company SEC Reports." Except as set forth in Section 2.7(c) of the Company Disclosure Letter, as As of their respective dates, or if amended, as of the date of such last amendment, the Company SEC Reports (i) complied were prepared in all material respects in accordance with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Company SEC Reports, Reports and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of the last of such filingsfiling) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except to the extent corrected prior to the date of this Agreement by a subsequently filed Company SEC Report. None of the Company's subsidiaries is required to file any forms, reports or other documents with the SEC.

SEC Filings; Company Financial Statements. (a) The Company has filed all forms, reports and documents required to be filed by the Company with the SEC since June 30January 29, 19971996 under Section 13(a) or Section 15(d) of the Exchange Act. All such required forms, reports and documents (including those that the Company may file subsequent to the date hereof) are referred to herein as the "Company SEC Reports." Except as set forth in Section 2.7(c) of the Company Disclosure Letter, as As of their ------------------- respective dates, or if amended, as of the date of such last amendment, the Company SEC Reports (i) complied were prepared in all material respects in accordance with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Company SEC Reports, Reports and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of the last of such filingsfiling) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except to the extent corrected prior to the date of this Agreement by a subsequently filed Company SEC Report. None of the Company's subsidiaries is required to file any forms, reports or other documents with the SEC.

SEC Filings; Company Financial Statements. (a) The Company has filed all forms, reports and documents required to be filed by the Company with the SEC since June 30January 1, 19971999. All such required forms, reports and documents (including those that the Company may file subsequent to the date hereof) are referred to herein as the "Company SEC Reports." Except as set forth in Section 2.7(c) of the Company Disclosure Letter, as As of their respective datesdates (or, or if amended, as of the date respective dates of such last amendmentamendments), the Company SEC Reports (i) complied as to form in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Company SEC Reports, Reports and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of the last of such filings) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of the Company's subsidiaries is required to file any forms, reports or other documents with the SEC.

SEC Filings; Company Financial Statements. (a) The Company has filed all forms, reports and documents required to be filed with the SEC since June 30SEC, 1997and has made available to Parent such forms, reports and documents in the form filed with the SEC. All such required forms, reports reports, and documents (including those that Company may file subsequent to the date hereof) are referred to herein as the "Company COMPANY SEC ReportsREPORTS." Except as set forth in Section 2.7(c) of the Company Disclosure Letter, as As of their respective dates, or if amended, as of the date of such last amendment, the Company SEC Reports (i) complied were prepared in all material respects in accordance with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Company SEC Reports, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of the last of such filingsfiling) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of Company's subsidiaries is required to file any forms, reports, or other documents with the SEC.

SEC Filings; Company Financial Statements. (a) The Company has filed all forms, reports and documents required to be filed with the SEC since June 30March 9, 19972000, and has made available to Parent such forms, reports and documents in the form filed with the SEC. All such required forms, reports and documents (including those that Company may file subsequent to the date hereof) are referred to herein as the "Company COMPANY SEC ReportsREPORTS." Except as set forth in Section 2.7(c) of the Company Disclosure Letter, as As of their respective dates, or if amended, as of the date of such last amendment, the Company SEC Reports (i) complied were prepared in all material respects in accordance with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Company SEC Reports, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of the last of such filingsfiling) contain any untrue statement of a material 15 fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of Company's subsidiaries is required to file any forms, reports or other documents with the SEC.

SEC Filings; Company Financial Statements. (a) The Company has filed all forms, reports and documents required to be filed with the SEC since June 30, 1997. All such required forms, reports and documents are referred to herein as the "Company COMPANY SEC ReportsREPORTS." Except as set forth in Section 2.7(c) of the Company Disclosure Letter, as of their respective dates, or if amended, as of the date of such last amendment, the Company SEC Reports (i) complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Company SEC Reports, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of the last of such filings) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

SEC Filings; Company Financial Statements. (a) The Company has filed all forms, reports and documents required to be filed by the Company with the SEC since June 30May 21, 19971998 under Section 13(a) or Section 15(d) of the Exchange Act. All such required forms, reports and documents (including those that the Company may file subsequent to the date hereof) are referred to herein as the "Company SEC Reports." Except as set forth in Section 2.7(c) of the Company Disclosure Letter, as As of their respective dates, or if amended, as of the date of such last amendment, the Company SEC Reports (i) complied were prepared in all material respects in accordance with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Company SEC Reports, Reports and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of the last of such filingsfiling) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except to the extent corrected prior to the date of this Agreement by a subsequently filed Company SEC Report. None of the Company's subsidiaries is required to file any forms, reports or other documents under Section 13(a) or Section 15(d) of the Exchange Act.