Common use of SEC FILINGS; FINANCIAL STATEMENTS; ACCOUNTING CONTROLS Clause in Contracts

SEC FILINGS; FINANCIAL STATEMENTS; ACCOUNTING CONTROLS. (a) Parent has delivered or made available (including through the SEC EDGAX xxxtem) to the Company accurate and complete copies of all registration statements, proxy statements and other statements, reports, schedules, forms and other documents filed by Parent with the SEC, Nasdaq or AMEX since December 31, 1996, and all amendments thereto (the "Parent SEC Documents"). All statements, reports, schedules, forms and other documents required to have been filed by Parent with the SEC, Nasdaq or AMEX have been so filed and were prepared and timely filed and complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and all other applicable laws and regulations. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the Parent SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be); and (ii) none of the Parent SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

SEC FILINGS; FINANCIAL STATEMENTS; ACCOUNTING CONTROLS. (a) Parent The Company has delivered or made available (including through the SEC EDGAX xxxtem) to the Company Parent accurate and complete copies of all registration statements, proxy statements and other statements, reports, schedules, forms and other documents filed by Parent the Company with the SEC, Nasdaq SEC or AMEX since December 31, 1996, and all amendments thereto (the "Parent Company SEC Documents"). All statements, reports, schedules, forms and other documents required to have been filed by Parent the Company with the SEC, Nasdaq SEC or AMEX have been so filed and were prepared and timely filed and complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and all other applicable laws and regulations. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the Parent Company SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be); and (ii) none of the Parent Company SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

SEC FILINGS; FINANCIAL STATEMENTS; ACCOUNTING CONTROLS. (a) Parent has delivered or made available (including through the SEC EDGAX xxxtemXXXXX system) to the Company accurate and complete copies of all registration statements, proxy statements and other statements, reports, schedules, forms and other documents filed by Parent with the SEC, Nasdaq or AMEX since December 31, 1996, and all amendments thereto (the "Parent SEC Documents"). All statements, reports, schedules, forms and other documents required to have been filed by Parent with the SEC, Nasdaq or AMEX have been so filed and were prepared and timely filed and complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and all other applicable laws and regulations. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the Parent SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be); and (ii) none of the Parent SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

SEC FILINGS; FINANCIAL STATEMENTS; ACCOUNTING CONTROLS. (a) Parent The Company has delivered or made available (including through the SEC EDGAX xxxtemXXXXX system) to the Company Parent accurate and complete copies of all registration statements, proxy statements and other statements, reports, schedules, forms and other documents filed by Parent the Company with the SEC, Nasdaq SEC or AMEX since December 31, 1996, and all amendments thereto (the "Parent Company SEC Documents"). All statements, reports, schedules, forms and other documents required to have been filed by Parent the Company with the SEC, Nasdaq SEC or AMEX have been so filed and were prepared and timely filed and complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and all other applicable laws and regulations. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the Parent Company SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be); and (ii) none of the Parent Company SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.