Common use of SEC Filings, Etc Clause in Contracts

SEC Filings, Etc. The Company has heretofore delivered to each Purchaser correct and complete copies of the SEC Documents. The SEC Documents were true and correct in all material respects at the time filed with respect to the periods covered thereby; and such reports, as amended, supplemented, or updated by subsequent filings, are true and correct as of the date so amended, supplemented or updated in all material respects, do not contain any misstatement of a material fact and do not omit to state a material fact or any fact required to be stated therein or necessary to make the statements contained therein not materially misleading with respect to the periods covered thereby; and all amendments or supplements thereto required to be filed under the federal securities laws have been so filed. The consolidated financial statements of the Company included in the SEC Documents complied, when filed, with the then-applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except as may have been indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-QSB promulgated by the SEC) and fairly presented (subject in the case of the unaudited statements, to normal audit adjustments) the financial position of the Company at the dates thereof and the consolidated results of the operations and statement of changes in financial position for the periods then ended. The Company has filed all documents and agreements that were required to be filed as exhibits to the SEC Documents and all such documents and agreements when filed were correct and complete in all material respects. Notwithstanding the foregoing, the Company's financial situation has changed since the Company filed the SEC Documents.

SEC Filings, Etc. The Company has heretofore delivered to each Purchaser correct and complete copies of the SEC Documents. The SEC Documents were true and correct in all material respects at the time filed with respect to the periods covered thereby; and such reports, as amended, supplemented, or updated by subsequent filings, are true and correct as of the date so amended, supplemented or updated in all material respects, do not contain any misstatement of a material fact and do not omit to state a material fact or any fact required to be stated therein or necessary to make the statements contained therein not materially misleading with respect to the periods covered thereby; and all amendments or supplements thereto required to be filed under the federal securities laws have been so filed. The consolidated financial statements of the Company included in the SEC Documents complied, when filed, with the then-applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except as may have been indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-QSB promulgated by the SEC) and fairly presented (subject in the case of the unaudited statements, to normal audit adjustments) the financial position of the Company at the dates thereof and the consolidated results of the operations and statement of changes in financial position for the periods then ended. The Company has filed all documents and agreements that were required to be filed as exhibits to the SEC Documents and all such documents and agreements when filed were correct and complete in all material respects. Notwithstanding the foregoing, the Company's financial situation has changed since the Company filed the SEC Documents.

SEC Filings, Etc. The Company DUSA has heretofore delivered to each the Purchaser correct and complete copies of the SEC Documents. The SEC Documents were true and correct in all material respects at the time filed with respect to the periods covered therebyfiled; and such reports, as amended, supplemented, or updated by subsequent filings, are true and correct as of the date so amended, supplemented or updated in all material respects, do not contain any misstatement of a material fact and do not omit to state a material fact or any fact required to be stated therein or necessary to make the statements contained therein not materially misleading with respect to the periods covered therebymisleading; and all amendments or supplements thereto required to be filed under the federal securities laws law have been so filed. The DUSA's consolidated financial statements of the Company included in the SEC Documents (the "Financial Statements") complied, in all material respects, when filed, with the then-applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except as may have been indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-QSB Q promulgated by the SEC) and fairly presented (subject in the case of the unaudited statements, to normal year-end audit adjustments) the DUSA's financial position of the Company at the dates thereof and the consolidated results of the operations and statement of changes in financial position for the periods then ended. The Company has filed all documents and agreements that were required to be filed as exhibits to the SEC Documents and all such documents and agreements when filed were correct and complete in all material respects. Notwithstanding the foregoing, the Company's financial situation has changed since the Company filed the SEC Documents.

SEC Filings, Etc. The Company Simplex has heretofore delivered to each Purchaser AHT correct and complete copies of the Simplex SEC DocumentsReport. The Simplex SEC Documents were Report is true and correct in all material respects at the time filed with respect to the periods covered thereby; and such reportsreport, as amended, supplemented, or updated by subsequent filings, are is true and correct as of the date so amended, supplemented or updated in all material respects, do does not contain any misstatement of a material fact facts and do does not omit to state a material fact or any fact required to be stated therein or necessary to make the statements contained therein not materially misleading with respect to the periods covered thereby; and all amendments or supplements thereto required to be filed under the federal securities laws have been so filed. The consolidated financial statements of the Company Simplex included in the Simplex SEC Documents Report (the "Simplex Financial Statements") complied, when filed, with the then-applicable accounting requirements and the published rules and regulations of the SEC Securities and Exchange Commission (the "SEC") with respect thereto, were prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except as may have been indicated in the notes thereto thereto) or, in the case of the unaudited statements, as permitted by Form 10-QSB promulgated by the SEC) and fairly presented (subject in the case of the unaudited statements, to normal audit adjustments) the financial position of the Company Simplex at the dates thereof and the consolidated results of the operations and statement of changes in financial position for the periods then ended. The Company Simplex has filed all documents and agreements that were required to be filed as exhibits to the Simplex SEC Documents Report and all such documents and agreements when filed were correct and complete in all material respects. Notwithstanding Simplex is in compliance in all material respects with the foregoing, Exchange Act and the Company's financial situation has changed since the Company filed rules and regulations of the SEC Documentsthereunder.

SEC Filings, Etc. The Company Corporation has heretofore delivered furnished or provided reasonable access or to each Purchaser Subscriber correct and complete copies of the SEC Documents. The SEC Documents were true and correct in all material respects at the time filed with respect to the periods covered thereby; and such reports, as amended, supplemented, or updated by subsequent filings, are true and correct as of the date so amended, supplemented supplemented, or updated in all material respects, do not contain any misstatement of a material fact fact, and do not omit to state a material fact or any fact required to be stated therein or necessary to make the statements contained therein not materially misleading with respect to the periods covered thereby; and all amendments or supplements thereto required to be filed under the federal securities laws have been so filed. The consolidated financial statements of the Company Corporation included in the SEC Documents complied, when filed, with the then-applicable then -applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except as may have been indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-QSB promulgated by the SEC) and fairly presented (subject subject, in the case of the unaudited statements, to normal audit adjustments) the financial position of the Company Corporation at the dates thereof and the consolidated results of the operations and statement of changes in financial position for the periods then ended. The Company Corporation has filed all documents and agreements that were required to be filed as exhibits to the SEC Documents and all such documents and agreements when filed were correct and complete in all material respects. Notwithstanding the foregoing, the Company's financial situation has changed since the Company filed the SEC Documents.

SEC Filings, Etc. (a) The Company has heretofore delivered filed all required forms, reports, statements, schedules, registration statements and other documents required to each Purchaser correct and complete copies of be filed by it with the SEC since January 1, 2005 (the documents referred to in this Section 3.8(a) collectively with any other forms, reports, statements, schedules, registration statements or other documents filed with the SEC subsequent to the date hereof, the “Company SEC Documents. The ”). (b) As of its filing date, each Company SEC Documents were true Document complied, and correct each such Company SEC Document filed subsequent to the date hereof will comply, as to form in all material respects at with the time filed with respect applicable requirements of the Securities Act and the Exchange Act, as the case may be. (c) As of its filing date (or, if amended or superseded by a filing prior to the periods covered thereby; date hereof, on the date of such filing), each Company SEC Document filed pursuant to the Exchange Act did not, and each such reportsCompany SEC Document filed subsequent to the date hereof on the date of its filing will not, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (d) Each Company SEC Document that is a registration statement, as amended, amended or supplemented, or updated by subsequent filingsif applicable, are true and correct filed pursuant to the Securities Act, as of the date so amendedsuch registration statement or amendment became effective, supplemented or updated in all material respects, do did not contain any misstatement untrue statement of a material fact and do not or omit to state a any material fact or any fact required to be stated therein or necessary to make the statements contained therein not materially misleading misleading. (e) Each required form, report and document containing financial statements that has been filed with respect or submitted to the periods covered thereby; and all amendments or supplements thereto SEC by the Company since January 1, 2005, was accompanied by the certifications required to be filed or submitted by the Company’s chief executive officer and chief financial officer pursuant to the Sxxxxxxx-Xxxxx Act of 2002 (the “Sxxxxxxx-Xxxxx Act”) and, at the time of filing or submission of each such certification, such certification was true and accurate and complied in all material respects with the Sxxxxxxx-Xxxxx Act. (f) The Company maintains “disclosure controls and procedures” required by Rules 13a-15(e) and 15d-15(e) under the federal securities laws have been so filedExchange Act. The consolidated Such disclosure controls and procedures are sufficient to ensure that material information (both financial statements and non-financial) required to be disclosed by the Company in the reports that it files or furnishes under the Exchange Act is recorded and reported on a timely basis to the Company’s management to allow the principal executive officer and the principal financial officer of the Company included in the SEC Documents compliedCompany, when filed, with the then-applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except as may have been indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-QSB promulgated by the SEC) and fairly presented (subject in the case of the unaudited statementsor persons performing similar functions, to normal audit adjustments) the financial position of the Company at the dates thereof and the consolidated results of the operations and statement of changes in financial position for the periods then endedmake decisions regarding required disclosure. The Company has filed all documents disclosed, based on its most recent evaluation of such disclosure controls and agreements that were required to be filed as exhibits procedures prior to the SEC Documents date hereof, to its independent auditors and all such documents the audit committee of its Board of Directors (A) any significant deficiencies and agreements when filed were correct and complete material weaknesses in all material respects. Notwithstanding the foregoing, design or operation of the Company's ’s internal controls over financial situation has changed since reporting that are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees of the Company filed who have a significant role in the SEC DocumentsCompany’s internal controls over financial reporting. The Company has made available to Parent any such disclosure made by management to the Company’s independent auditors and the audit committee of the Board of Directors of the Company.

SEC Filings, Etc. (a) The Company has heretofore delivered filed all required forms, reports, statements, schedules, registration statements and other documents required to each Purchaser correct and complete copies of be filed by it with the SEC since May 3, 2005 (the documents referred to in this Section 3.8(a) collectively with any other forms, reports, statements, schedules, registration statements or other documents filed with the SEC subsequent to the date hereof, the “Company SEC Documents. The ”). (b) As of its filing date, each Company SEC Documents were true Document complied, and correct each such Company SEC Document filed subsequent to the date hereof will comply, as to form in all material respects at with the time applicable requirements of the Securities Act and the Exchange Act, as the case may be. (c) As of its filing date (or, if amended or superseded by a filing prior to the date hereof, on the date of such filing), each Company SEC Document filed pursuant to the Exchange Act did not, and each such Company SEC Document filed subsequent to the date hereof on the date of its filing will not, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made 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 from the SEC staff with respect to any of the periods covered thereby; and such reportsCompany SEC Documents. (d) Each Company SEC Document that is a registration statement, as amended, amended or supplemented, or updated by subsequent filingsif applicable, are true and correct filed pursuant to the Securities Act, as of the date so amendedsuch registration statement or amendment became effective, supplemented or updated in all material respects, do did not contain any misstatement untrue statement of a material fact and do not or omit to state a any material fact or any fact required to be stated therein or necessary to make the statements contained therein not materially misleading misleading. (e) Each required form, report and document containing financial statements that has been filed with respect or submitted to the periods covered thereby; and all amendments or supplements thereto SEC by the Company since May 3, 2005, was accompanied by the certifications required to be filed or submitted by the Company’s chief executive officer and chief financial officer pursuant to the Xxxxxxxx-Xxxxx Act of 2002 and, at the time of filing or submission of each such certification, such certification was true and accurate and complied in all material respects with the Xxxxxxxx-Xxxxx Act of 2002. (f) The Company maintains “disclosure controls and procedures” (as defined in Rule 13a-15(e) of the Exchange Act) required by Rule 13a-15 under the federal securities laws have been so filedExchange Act. The consolidated Such disclosure controls and procedures are sufficient to ensure that material information (both financial statements and non-financial) required to be disclosed by the Company in the reports that it files or furnishes under the Exchange Act is recorded and reported on a timely basis to the Company’s management to allow the principal executive officer and the principal financial officer of the Company included in the SEC Documents compliedCompany, when filed, with the then-applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except as may have been indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-QSB promulgated by the SEC) and fairly presented (subject in the case of the unaudited statementsor individuals performing similar functions, to normal audit adjustments) the financial position of the Company at the dates thereof and the consolidated results of the operations and statement of changes in financial position for the periods then endedmake timely decisions regarding required disclosure. The Company has filed all documents disclosed, based on its most recent evaluation of such disclosure controls and agreements that were required to be filed as exhibits procedures prior to the SEC Documents date hereof, to its independent auditors and all such documents the audit committee of its Board of Directors (i) any significant deficiencies and agreements when filed were correct and complete material weaknesses in all material respects. Notwithstanding the foregoing, design or operation of the Company's ’s internal controls over financial situation has changed since reporting that are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees of the Company filed who have a significant role in the SEC DocumentsCompany’s internal controls over financial reporting. The Company has made available to Parent prior to the date hereof any such disclosure made by management to the Company’s independent auditors and the audit committee of the Board of Directors of the Company within the twelve (12) month period preceding the date of this Agreement.

SEC Filings, Etc. (a) The Company has heretofore delivered filed or furnished all required forms, reports, statements, schedules, registration statements and other documents required to each Purchaser correct and complete copies of be filed or furnished by it with the SEC since September 23, 2005 (the documents referred to in this Section 3.8(a) collectively with any other forms, reports, statements, exhibits, schedules, registration statements or other documents filed with or furnished to the SEC subsequent to the date hereof, the “Company SEC Documents”). The No Company Subsidiary is required to file any form, report, statement, schedule, registration statement or other document with the SEC. (b) As of its filing date, each Company SEC Documents were true Document complied, and correct each such Company SEC Document filed subsequent to the date hereof will comply in all material respects at with the time applicable requirements of the Securities Act and the Exchange Act, as the case may be. As of the date hereof, the Company does not intend to file any amendments to any of its previously filed Company SEC Documents. (c) As of its filing date (or, if amended or superseded by a filing prior to the date hereof, on the date of such filing), each Company SEC Document filed pursuant to the Exchange Act did not, and each such Company SEC Document filed subsequent to the date hereof on the date of its filing will not, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made 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 from the SEC staff with respect to any of the periods covered thereby; and such reportsCompany SEC Documents. (d) Each Company SEC Document that is a registration statement, as amended, amended or supplemented, or updated by subsequent filingsif applicable, are true and correct filed pursuant to the Securities Act, as of the date so amendedsuch registration statement or amendment became effective, supplemented or updated in all material respects, do did not contain any misstatement untrue statement of a material fact and do not or omit to state a any material fact or any fact required to be stated therein or necessary to make the statements contained therein not materially misleading misleading. (e) The Company is in compliance in all material respects with respect to the periods covered thereby; and all amendments or supplements thereto required to be filed under the federal securities laws have been so filedapplicable provisions of SOX. The consolidated financial statements No executive officer of the Company included has failed in any respect to make the certifications required of him or her under Sections 302 or 906 of SOX or Rules 13a-14 or 15d-14 under the Exchange Act and the statements contained in all such certifications were as of their respective dates made, and are, complete and correct. Except for (i) requests to extend the duration of confidential treatment of redacted portions of exhibits filed with the SEC, (ii) correspondence relating to SEC reviews and comments as to which no comments remain outstanding, and (iii) as are available in EXXXX, the Company has provided to Parent copies of all correspondence sent to or received from the SEC Documents compliedby or on behalf of the Company and its Subsidiaries since January 21, when filed, with the then-applicable accounting requirements and the published rules and regulations of 2005. There are no outstanding comments from or unresolved issues raised by the SEC with respect thereto, were prepared to any of the Company SEC Documents. (f) The Company maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with generally accepted accounting principles applied on management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP (and/or SAP) and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Since September 23, 2005, the Company has not received any oral or written notification of a consistent basis during (x) “significant deficiency” or (y) “material weakness” in its internal controls. The terms “significant deficiency” and “material weakness” shall have the periods involved (except as may have been indicated meanings assigned to them in the notes thereto or, in the case of the unaudited statementsPCAOB Auditing Standard No. 5, as permitted by Form 10-QSB promulgated by in effect on the SECdate hereof. (g) and fairly presented (subject in the case of the unaudited statements, to normal audit adjustments) the financial position The management of the Company at has, (x) designed and maintained disclosure controls and procedures (as defined in Rule 13a-15(e) of the dates thereof Exchange Act), or caused such disclosure controls and procedures to be designed and maintained under their supervision, to ensure that information required to be disclosed by the Company in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such information is accumulated and communicated to the individuals responsible for the preparation of the Company SEC Documents, including its Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure and to make the certifications required under Section 302 of SOX; and (y) disclosed, based on its most recent evaluation of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act), to the Company’s outside auditors and the consolidated results audit committee of the operations Board of Directors of the Company (A) all significant deficiencies and statement material weaknesses in the design or operation of changes internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information and (B) any fraud or allegation of fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial position for the periods then endedreporting. The Company has filed disclosed to Parent all documents matters set forth in clauses (A) and agreements that were (B) above discovered or disclosed since September 23, 2005. Since September 23, 2005, any material change in internal control over financial reporting required to be filed disclosed in any Company SEC Documents has been so disclosed. To the Knowledge of the Company, there is no reason to believe that the Company, its auditors and its Chief Executive Officer and Chief Financial Officer, as exhibits the case may be, will not be able to provide the reports, certifications or attestations required pursuant to the SEC Documents rules and all such documents regulations applicable to the Company adopted pursuant to Section 302 or Section 404 of SOX or Items 307 or 308 of Regulation S-K when the Company next files an Annual Report on Form 10-K and agreements when filed were correct and complete in all material respects. Notwithstanding a Quarterly Report on Form 10-Q under the foregoingExchange Act, without limitation as to the effectiveness of the Company's ’s internal control over financial situation has changed since reporting or disclosure controls and procedures. (h) Since September 23, 2005, (x) neither the Company filed nor any of its Subsidiaries nor, to the SEC DocumentsKnowledge of the Company, any director, officer, employee, auditor, accountant or representative of the Company or any of its Subsidiaries, has received or otherwise obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any of its Subsidiaries or their respective internal accounting controls relating to periods after September 23, 2005, including any material complaint, allegation, assertion or claim that the Company or any of its Subsidiaries has engaged in questionable accounting or auditing practices (except for any of the foregoing after the date hereof which have been determined by the Audit Committee of the Company’s Board of Directors to have no reasonable basis), and (y) to the Knowledge of the Company, no attorney representing the Company or any of its Subsidiaries, whether or not employed by the Company or any of its Subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation, relating to periods after September 23, 2005, by the Company or any of its officers, directors, employees or agents to the Company Board or any committee thereof or to any director or officer of the Company.