Common use of SEC Filings; Financial Statements Clause in Contracts

SEC Filings; Financial Statements. (a) Seller has filed and made available to Buyer all forms, reports and documents required to be filed by Seller with the SEC since January 1, 1996 other than registration statements on Form S-8 (collectively, the "Seller SEC Reports"). The Seller SEC Reports (i) at the time filed, complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the Exchange Act, as the case may be, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Seller SEC Reports or necessary in order to make the statements in such Seller SEC Reports, in the light of the circumstances under which they were made, not misleading. None of Seller's Subsidiaries is required to file any forms, reports or other documents with the SEC.

SEC Filings; Financial Statements. (a) Seller Parent has filed and made available to Buyer all forms, reports and documents required to be filed by Seller with the SEC since January 1, 1996 other than registration statements on Form S-8 (collectively, the "Seller Parent SEC Reports", with such Parent SEC Reports filed with the SEC prior to the date hereof being referred to as "Parent Filed SEC Reports"). The Seller Except as noted in such Parent SEC Reports, the Parent SEC Reports (i) at the time filed, were prepared in accordance and complied in all material respects as of their respective dates with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), and or the Exchange Act, as the case may be, and the rules and regulations promulgated under each of such respective Acts, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date hereof as of this Agreement, then on the date of such filingamendment) contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Seller SEC Reports therein or necessary in order to make the statements in such Seller SEC Reportstherein, in the light of the circumstances under which they were made, not misleading. None of Seller's Subsidiaries is required to file any forms, reports or other documents with the SEC.

SEC Filings; Financial Statements. (a) Seller Company has filed and made available to Buyer all forms, reports and documents required to be filed by Seller with the SEC since January 1, 1996 other than registration statements on Form S-8 (collectively, the "Seller Company SEC Reports", with such Company SEC Reports filed with the SEC prior to the date hereof being referred to as "Company Filed SEC Reports"). The Seller Except as noted in such Company Filed SEC Reports, Company SEC Reports (i) at the time filed, were prepared in accordance and complied in all material respects as of their respective dates with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), and or the Exchange Act, as the case may be, and the rules and regulations promulgated under each of such respective Acts, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date hereof as of this Agreement, then on the date of such filingamendment) contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Seller SEC Reports therein or necessary in order to make the statements in such Seller SEC Reportstherein, in the light of the circumstances under which they were made, not misleading. None of Seller's Subsidiaries is required to file any forms, reports or other documents with the SEC.

SEC Filings; Financial Statements. (a) Seller The Company has filed and made available to Buyer all reports, schedules, forms, reports statements and other documents (including all exhibits to the Company SEC Documents) required to be filed by Seller with the SEC since January 1December 31, 1996 other than registration statements on Form S-8 1997 (collectively, the "Seller Post-1997 Company SEC ReportsDocuments"). The Seller Except as disclosed in Section 2.07 of the Company Disclosure Schedule or the Company SEC Reports Documents, such reports, schedules, forms, statements and other documents (i) at the time filed, complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), and or the Exchange Act, as the case may be, 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 such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Seller SEC Reports therein or necessary in order to make the statements in such Seller SEC Reportstherein, in the light of the circumstances under which they were made, not misleading. None Except as set forth in Section 2.07 of Sellerthe Company Disclosure Schedule, none of the Company's Subsidiaries subsidiaries is required to file any forms, reports or other documents with the SEC.

SEC Filings; Financial Statements. (a) Seller The Company has filed and made available to Buyer all forms, reports and documents required to be filed by Seller it with the SEC since January 1, 1996 2007 (such forms, reports and other than registration statements on Form S-8 (documents, collectively, the "Seller “SEC Reports"”). The Seller SEC Reports (i) at the time filed, complied were prepared in all material respects in accordance with either the applicable requirements of the Securities Act of 1933, as amended (together with the "rules and regulations promulgated thereunder, the “Securities Act"”), and or the Exchange Act, as the case may be, and the rules and regulations promulgated thereunder, and (ii) did not not, at the time they were filed filed, unless amended or superceded (or in which case, if amended or superseded by a filing prior to the date superceded, did not as of this Agreement, then on the date of such filing) amendment or supercession), contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Seller SEC Reports therein or necessary in order to make the statements in such Seller SEC Reportsmade therein, in the light of the circumstances under which they were made, not misleading. None No Subsidiary of Seller's Subsidiaries the Company is required to file any formsform, reports report or other documents document with the SEC.

SEC Filings; Financial Statements. (ai) Seller It has filed or furnished all reports, registration statements, proxy statements, offering circulars, schedules and made available to Buyer all forms, reports and other documents required to be filed or furnished by Seller it, together with any amendments required to be made with respect thereto (collectively, the “SEC Reports”), with the SEC since January 1December 31, 1996 other than registration statements on Form S-8 (collectively2016 under the Securities Act, the "Seller Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002, and, to the extent such SEC Reports are not available on the SEC’s Electronic Data Gathering Analysis and Retrieval system, made available to the other party copies of such SEC Reports"). The Seller Its SEC Reports Reports, including the financial statements, exhibits and schedules contained therein, (iA) at the time filed, complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the Exchange Act, as the case may be, and (iiB) did not at the time they were filed (or if amended or superseded by a filing another SEC Report filed prior to the date of this Agreement, then on the date of such filing) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Seller SEC Reports or necessary in order to make the statements made in such Seller SEC Reports, in the light of the circumstances under which they were made, not misleading. None of Seller's Subsidiaries is required to file any forms, reports or other documents with the SEC.

SEC Filings; Financial Statements. (a) Seller Buyer has timely filed and made available to Buyer Target all forms, reports and documents SEC Documents required to be filed by Seller Buyer since December 31, 2007 (together with all such SEC Documents filed, whether or not required to be filed the SEC since January 1, 1996 other than registration statements on Form S-8 (collectively, the "Seller “Buyer SEC Reports"”). The Seller Buyer SEC Reports (i) at the time filed, complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), Laws and the Exchange Act, as the case may be, other applicable Laws and (ii) did not not, at the time they were filed (or or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filingfiling or, in the case of registration statements, at the effective date thereof) contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Seller Buyer SEC Reports or necessary in order to make the statements in such Seller Buyer SEC Reports, in the light of the circumstances under which they were made, not misleading. None of Seller's Except for Buyer Subsidiaries that are registered as a broker, dealer, or investment adviser, no Buyer Subsidiary is required to file any forms, reports or other documents with the SECSEC Documents.

SEC Filings; Financial Statements. (a) Seller SOLS has filed and made available to Buyer the Company all forms, reports reports, schedules, statements and other documents required to be filed by Seller SOLS under the Exchange Act with the SEC since January 1June 30, 1996 other than registration statements on Form S-8 2012 (collectively, the "Seller SOLS SEC Reports"). The Seller SOLS SEC Reports (i) at the time filed, complied in all material respects with the applicable requirements of the Securities Exchange Act of 1933, as amended (the "Securities Act"), and the Exchange Act, as the case may berules and regulations promulgated thereunder, and (ii) with respect to any SOLS SEC Reports filed on or after June 30, 2012, 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 such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Seller SOLS SEC Reports or necessary in order to make the statements in such Seller SOLS SEC Reports, in the light of the circumstances under which they were made, not misleading. None of Seller's Subsidiaries is required to file any forms, reports or other documents with the SEC.

SEC Filings; Financial Statements. (a) Seller Purchaser has timely filed and made available to Buyer all forms, reports and SEC documents required to be filed by Seller Purchaser since December 31, 2002 (together with the all such SEC since January 1documents filed, 1996 other than registration statements on Form S-8 (collectivelywhether or not required to be filed, the "Seller Purchaser SEC ReportsFilings"). The Seller Purchaser SEC Reports Filings (i) at the time filed, complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), Laws and the Exchange Act, as the case may be, other applicable Laws and (ii) did not not, at the time they were filed (or or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filingfiling or, in the case of registration statements, at the effective date thereof) contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Seller Purchaser SEC Reports Filings or necessary in order to make the statements in such Seller Purchaser SEC ReportsFilings, in the light of the circumstances under which they were made, not misleading. None of Seller's Subsidiaries is required to file any forms, reports or other documents with the SEC.

SEC Filings; Financial Statements. (a) Seller Acquiror has filed and made available to Buyer Company a correct and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Acquiror with the SEC on or after December 31, 1999 (the "Acquiror SEC Reports"), which are all the forms, reports and documents required to be filed by Seller Acquiror with the SEC since January 1December 31, 1996 other than registration statements on Form S-8 (collectively, the "Seller SEC Reports")1999. The Seller Acquiror SEC Reports (i) at the time filed, complied in all material respects as of their respective dates with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), and or the Exchange Act, as the case may be, 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 such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Seller SEC Reports therein or necessary in order to make the statements in such Seller SEC Reportstherein, in the light of the circumstances under which they were made, not misleading. None of SellerAcquiror's Subsidiaries subsidiaries is required to file any forms, reports or other documents with the SEC.

SEC Filings; Financial Statements. (a) Seller Buyer has filed and made available to Buyer all forms, reports and documents required to be filed by Seller Buyer with the SEC since January 1, 1996 other than registration statements on Form S-8 1996. All such required forms, reports and documents (collectively, including those that Buyer may file after the date hereof until the Closing) are referred to herein as the "Seller Buyer SEC Reports"). ." The Seller Buyer SEC Reports (i) at the time filed, complied were prepared in compliance in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Buyer 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 such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Seller Buyer SEC Reports or necessary in order to make the statements in such Seller Buyer SEC Reports, in the light of the circumstances under which they were made, not misleading. None of SellerBuyer's Subsidiaries is required to file any forms, reports or other documents with the SEC.

SEC Filings; Financial Statements. (a) Seller Buyer has filed and made available to Buyer Target all forms, reports and documents required to be filed by Seller Buyer with the SEC since January 1December 31, 1996 1995 other than registration statements on Form S-8 (collectively, the "Seller Buyer SEC Reports"). The Seller Buyer SEC Reports (i) at the time filed, complied in all material respects with the applicable requirements of the Securities Act and the Securities Exchange Act of 19331934, as amended (the "Securities Exchange Act"), and the Exchange Act, as the case may be, 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 such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Seller Buyer SEC Reports or necessary in order to make the statements in such Seller Buyer SEC Reports, in the light of the circumstances under which they were made, not misleading. None of SellerBuyer's Subsidiaries is required to file any forms, reports or other documents with the SEC.

SEC Filings; Financial Statements. (a) Seller Buyer has timely filed and made available to Buyer Target all forms, reports and documents SEC Documents required to be filed by Seller with the SEC Buyer since January 1, 1996 other than registration statements on Form S-8 1998 (collectivelytogether with all such SEC Documents filed, whether or not required to be filed the "Seller BUYER SEC ReportsREPORTS"). The Seller Buyer SEC Reports (i) at the time filed, complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), Laws and the Exchange Act, as the case may be, other applicable Laws and (ii) did not not, at the time they were filed (or or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filingfiling or, in the case of registration statements, at the effective date thereof) contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Seller Buyer SEC Reports or necessary in order to make the statements in such Seller Buyer SEC Reports, in the light of the circumstances under which they were made, not misleading. None of Seller's Subsidiaries No Buyer Subsidiary files, or is required to file file, any forms, reports or other documents with the SECSEC Documents.

SEC Filings; Financial Statements. (a) Seller Acquiror has filed with the SEC and made available to Buyer Target or its representatives all forms, reports and documents required to be filed by Seller Acquiror with the SEC since January 1June 30, 1996 other than registration statements on Form S-8 1999 (collectively, the "Seller Acquiror SEC Reports"). The Seller Acquiror SEC Reports (i) at the time filed, complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended amended, (the "Securities Act"), and the Exchange Act, as the case may be, 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 such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Seller Acquiror SEC Reports or necessary in order to make the statements in such Seller Acquiror SEC Reports, in the light of the circumstances under which they were made, not misleading. None of Seller's Subsidiaries is required to file any forms, reports or other documents with the SEC.

SEC Filings; Financial Statements. (a) Seller has Since April 15, 1998, and except to the extent that their failure to do so would not be reasonably likely to have a Material Adverse Effect, Holding and/or its Subsidiaries have filed and made available to Buyer all forms, reports reports, registration statements, prospectuses, schedules, statements and documents documents, including the exhibits thereto, required to be filed by Seller Holding and/or its Subsidiaries with the SEC since January 1under the Securities Act or the Exchange Act, 1996 other than including without limitation the Exchange Act Filings (these forms, reports, registration statements, prospectuses, schedules, statements on Form S-8 (collectivelyand documents, including the exhibits thereto, are referred to collectively as "Seller Holding SEC Reports"). The Seller Each Holding SEC Reports Report (i) at the time filed, filed complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the Exchange Act, as the case may be, 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 such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Seller Holding SEC Reports Report or necessary in order to make the statements in such Seller Holding SEC ReportsReport, in the light of the circumstances under which they were made, not misleading. None Other than ASCI, none of SellerHolding's Subsidiaries is required to file any forms, reports or other documents with the SEC.

SEC Filings; Financial Statements. (a) Seller Company has filed and delivered or made available to Buyer Parent a correct and complete copy of each 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 forms, reports and documents required to be filed by Seller Company with the SEC since January 1, 1996 other than registration statements on Form S-8 (collectively, the "Seller SEC Reports")such time. The Seller Company SEC Reports (i) at the time filed, complied were prepared in all material respects accordance with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), and or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder, and (ii) did not at the time they were filed (or or, if such Company SEC Report was amended or superseded by a filing prior to the date of this Agreementanother filing, then on the date of filing of such amendment or superceding filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Seller SEC Reports therein or necessary in order to make the statements in such Seller SEC Reportstherein, in the light of the circumstances under which they were made, not misleading. None of SellerCompany's Subsidiaries subsidiaries is required to file any forms, reports or other documents with the SEC.

SEC Filings; Financial Statements. (a) Seller has filed and made available to Buyer The SEC Documents constitute all reports, schedules, forms, reports statements and other documents (including all exhibits thereto) required to be filed by Seller Buyer with the SEC since January 1, 1996 other than registration statements on Form S-8 (collectively2018. Except as set forth in the SEC Documents and taking into account any amendments and supplements filed prior to the date of this Agreement, the "Seller such SEC Reports"). The Seller SEC Reports Documents, (i) at the time filed, complied were prepared in all material respects in accordance with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), and or the Exchange Act, as the case may be, 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, Agreement then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Seller SEC Reports therein or necessary in order to make the statements in such Seller SEC Reportstherein, in the light of and at the time of the circumstances under which they were made, not misleading. None of Seller's Subsidiaries the Buyer’s subsidiaries is required to file any forms, reports or other documents with the SECSEC periodic reports pursuant to the Exchange Act.

SEC Filings; Financial Statements. (a) Seller The Company has filed and made available to Buyer all reports, schedules, forms, reports statements and other documents (including all exhibits to the Company SEC Documents) required to be filed by Seller with the SEC since January 1June 30, 1996 1997. Except as disclosed in Section 2.07 of the Company Disclosure Schedule or the Company SEC Documents, such reports, schedules, forms, statements and other than registration statements on Form S-8 (collectively, the "Seller SEC Reports"). The Seller SEC Reports documents (i) at the time filed, complied were prepared in all material respects in accordance with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), and or the Exchange Act, as the case may be, 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 such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Seller SEC Reports therein or necessary in order to make the statements in such Seller SEC Reportstherein, in the light of the circumstances under which they were made, not misleading. None Except as set forth in Section 2.07 of Sellerthe Company Disclosure Schedule, none of the Company's Subsidiaries subsidiaries is required to file any forms, reports or other documents with the SEC.

SEC Filings; Financial Statements. (a) Seller Newpark has filed and made available to Buyer Tuboscope all forms, reports and documents required to be filed by Seller Newpark with the SEC since January 1, 1996 other than registration statements on Form S-8 (collectively, the "Seller Newpark SEC Reports"). The Seller Newpark SEC Reports (i) at the time filed, complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the Exchange Act, as the case may be, 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 such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Seller Newpark SEC Reports or necessary in order to make the statements in such Seller Newpark SEC Reports, in the light of the circumstances under which they were made, not misleading. None of SellerNewpark's Subsidiaries is required to file any forms, reports or other documents with the SEC.

SEC Filings; Financial Statements. (a) Seller Purchaser has filed and made available to Buyer Company a correct and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Purchaser with the SEC on or after July 15, 1999 (the "Purchaser SEC Reports"), which are all the forms, reports and documents required to be filed by Seller Purchaser with the SEC since January 1July 15, 1996 other than registration statements on Form S-8 (collectively, the "Seller SEC Reports")1999. The Seller Purchaser SEC Reports (iA) at the time filed, complied were prepared in all material respects accordance with the applicable requirements of the Securities Act of 1933, as amended (or the "Securities Act"), Exchange Act and the Exchange Actrules and regulations of the SEC promulgated thereunder, as the case may be, 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 such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Seller SEC Reports therein or necessary in order to make the statements in such Seller SEC Reportstherein, in the light of the circumstances under which they were made, not misleading. None of SellerPurchaser's Subsidiaries subsidiaries is required to file any forms, reports or other documents with the SEC.

SEC Filings; Financial Statements. (a) Seller The Company has filed and made available to Buyer Parent all forms, reports and documents required to be filed by Seller the Company with the SEC since January 1, 1996 2001 other than registration statements on Form S-8 (collectively, the "Seller “Company SEC Reports"”). The Seller Company SEC Reports (i) at the time filed, complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the "“Securities Act"”), and the Exchange Act, as the case may be, 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 such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Seller Company SEC Reports or necessary in order to make the statements in such Seller Company SEC Reports, in the light of the circumstances under which they were made, not misleading. None of Seller's the Company’s Subsidiaries is required to file any forms, reports or other documents with the SEC.

SEC Filings; Financial Statements. (a) Seller Eclipsys has filed and made available to Buyer TSI all forms, reports and documents required to be filed by Seller Eclipsys with the SEC since January 1July 29, 1996 1998 other than registration statements on Form S-8 (collectively, the "Seller Eclipsys SEC Reports"). The Seller Eclipsys SEC Reports (i) at the time filed, complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the Exchange Act, as the case may be, 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 such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Seller Eclipsys SEC Reports or necessary in order to make the statements in such Seller Eclipsys SEC Reports, in the light of the circumstances under which they were made, not misleading. None of Seller's Eclipsys' Subsidiaries is required to file any forms, reports or other documents with the SEC.

SEC Filings; Financial Statements. (a) Seller Buyer has filed and made available to Buyer BHP Hawaii and BHP Pacific all forms, reports reports, documents and documents other information required to be filed by Seller Buyer with the SEC U.S. Securities and Exchange Commission (the "SEC") pursuant to the Securities Exchange Act of 1934, as amended ("Exchange Act"), since January 1December 31, 1996 other than registration statements on Form S-8 (collectively, the "Seller Buyer SEC Reports"). The Seller Buyer SEC Reports (i) at the time filed, filed complied in all material respects with the applicable requirements of the Securities Exchange Act of 1933, as amended (the "Securities Act"), and the Exchange Act, as the case may be, rules and regulations thereunder and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this AgreementAgreement Date, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Seller the Buyer SEC Reports or necessary in order to make the statements in such Seller the Buyer SEC Reports, in the light of the circumstances under which they were made, not misleading. None of SellerBuyer's Subsidiaries subsidiaries is required to file any forms, reports or other documents with the SEC.

SEC Filings; Financial Statements. (a) Seller Buyer has filed and made available to Buyer all forms, reports proxy statements, registration statements, reports, schedules and other documents filed or required to be filed by Seller Buyer with the SEC since January 1December 31, 1996 other than registration statements on Form S-8 2001 (collectively, the "Seller “Buyer SEC Reports"”), and Buyer has made available to Seller each of the Buyer SEC Reports. The Seller Buyer SEC Reports Reports: (i) at the time filed, complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), Laws and the Exchange Act, as the case may be, other applicable Laws and (ii) did not not, at the time they were filed (or or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filingfiling or, in the case of registration statements, at the effective date thereof) contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Seller Buyer SEC Reports or necessary in order to make the statements in such Seller Buyer SEC Reports, in the light of the circumstances under which they were made, not misleading. None of Seller's Subsidiaries is required to file any forms, reports or other documents with the SEC.

SEC Filings; Financial Statements. (a) Seller The Company has filed and made available to Buyer Parent all forms, reports and documents required to be filed by Seller the Company with the SEC since January 1, 1996 2001 other than registration statements on Form S-8 (collectively, the "Seller Company SEC Reports"). The Seller Company SEC Reports (i) at the time filed, complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the Exchange Act, as the case may be, 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 such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Seller Company SEC Reports or necessary in order to make the statements in such Seller Company SEC Reports, in the light of the circumstances under which they were made, not misleading. None of Sellerthe Company's Subsidiaries is required to file any forms, reports or other documents with the SEC.

SEC Filings; Financial Statements. (a) Seller has filed and made available to Buyer all forms, reports and documents required to be filed by Seller with the SEC since January 1, 1996 other than registration statements on Form S-8 (collectively, the "Seller SEC Reports"). The Seller SEC Reports (i) at the time filed, complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the Exchange Act, as the case may be, 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 such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Seller SEC Reports or necessary in order to make the statements in such Seller SEC Reports, in the light of the circumstances under which they were made, not misleading. None of Seller's Subsidiaries is required to file any forms, reports or other documents with the SEC.. (b) Each of the consolidated financial statements (including, in each case, any related notes) contained in the Seller SEC Reports complied as to form in all material respects with the applicable A-6

SEC Filings; Financial Statements. (a) Seller Guarantor has filed and made available to Buyer with the SEC all reports, schedules, forms, reports statements and other documents (including all exhibits thereto) required to be filed by Seller with the SEC since January 1September 30, 1996 other than registration statements on Form S-8 1998 (collectively, the "Seller " Post-1998 Guarantor SEC ReportsDocuments"). The Seller Except as set forth in the Guarantor SEC Reports Documents, such reports, schedules, forms, statements and other documents (i) at the time filed, complied were prepared in all material respects in accordance with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), and or the Exchange Act, as the case may be, 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, Agreement then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Seller SEC Reports therein or necessary in order to make the statements in such Seller SEC Reportstherein, in the light of the circumstances under which they were made, not misleading. None Except as set forth in Section 3.06 of Sellerthe Parent Disclosure Schedule, none of the Guarantor's Subsidiaries subsidiaries is required to file any forms, reports or other documents with the SECSEC periodic reports pursuant to the Exchange Act.

SEC Filings; Financial Statements. (a) Seller The Buyer has filed with the U.S. Securities and Exchange Commission (the “SEC”) and made available to Buyer the Company or its representatives copies of all forms, reports reports, schedules, statements and other documents required to be filed by Seller the Buyer with the SEC since January 1, 1996 other than registration statements on Form S-8 2005 (collectively, the "Seller “Buyer SEC Reports"”). The Seller Buyer SEC Reports (i) at the time filed, complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the Exchange Act, as the case may be, 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 such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Seller Buyer SEC Reports or necessary in order to make the statements in such Seller Buyer SEC Reports, in the light of the circumstances under which they were made, not misleading. None of Seller's Subsidiaries is required to file any forms, reports or other documents with the SEC.

SEC Filings; Financial Statements. (a) Seller FFIN has filed and made available to Buyer OSB all forms, reports reports, and documents required to be filed by Seller FFIN with the SEC since January 1December 31, 1996 other than registration statements on Form S-8 2010 (collectively, the "Seller “FFIN SEC Reports"”). The Seller FFIN SEC Reports (i) at the time filed, complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended 1933 (the "“Securities Act"), ”) and the Securities Exchange Act of 1934 (the “Exchange Act”), as the case may be, 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 such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Seller FFIN SEC Reports or necessary in order to make the statements in such Seller FFIN SEC Reports, in the light of the circumstances under which they were made, not misleading. None Except for FFIN Subsidiaries that are registered as a broker, dealer or investment advisor or filings required due to fiduciary holdings of Seller's the FFIN Subsidiaries, none of FFIN Subsidiaries is required to file any forms, reports or other documents with the SEC.

SEC Filings; Financial Statements. (a) Seller Since the date of its initial public offering, Buyer has filed and made available to Buyer all forms, reports and documents documents, including the exhibits thereto, required to be filed by Seller Buyer with the SEC since January 1under the Securities Act or the Exchange Act (these forms, 1996 other than registration statements on Form S-8 (collectively, the reports and documents are referred to collectively as "Seller Buyer SEC Reports"). The Seller Buyer SEC Reports (i) at the time filed, filed complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the Exchange Act, as the case may be, 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 such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Seller Buyer SEC Reports or necessary in order to make the statements in such Seller Buyer SEC Reports, in the light of the circumstances under which they were made, not misleading. None of SellerBuyer's Subsidiaries is required to file any forms, reports or other documents with the SEC.

SEC Filings; Financial Statements. (a) Seller The Company has filed and made available to Buyer Parent all forms, reports and documents required to be filed by Seller the Company with the SEC since January 1December 31, 1996 other than registration statements on Form S-8 (collectively, the "Seller Company SEC Reports"). The Seller Company SEC Reports (i) at the time filedfiled or, with respect to registration statements filed with the SEC under the Securities Act, as of the effective date thereof, complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the Exchange Act, as the case may be, 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 such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Seller Company SEC Reports or necessary in order to make the statements in such Seller Company SEC Reports, in the light of the circumstances under which they were made, not misleading. None of Sellerthe Company's Subsidiaries is required to file any forms, reports or other documents with the SEC.

SEC Filings; Financial Statements. (a) Seller Buyer has timely filed and made available to Buyer Seller all forms, reports proxy statements, registration statements, reports, schedules, and other documents required to be filed by Seller Buyer with the SEC pursuant to federal securities laws (including the rules and regulations of the SEC) since January 1December 31, 1996 other than registration statements on Form S-8 1997 (collectively, the "Seller Buyer SEC Reports"). The Seller Buyer SEC Reports (i) at the time filed, complied in all material respects with the applicable requirements of the Securities Act federal securities laws (including the rules and regulations of 1933, as amended (the "Securities Act"), SEC) and the Exchange Act, as the case may be, other applicable laws and (ii) did not not, at the time they were filed (or or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Seller Buyer SEC Reports or necessary in order to make the statements in such Seller Buyer SEC Reports, in the light of the circumstances under which they were made, not misleading. None No subsidiary of Seller's Subsidiaries Buyer is required to file any forms, reports or other documents with the SEC pursuant to federal securities laws (including the rules and regulations of the SEC).

SEC Filings; Financial Statements. (ai) Seller has filed and made available to Buyer Parent a correct and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Seller with the Securities and Exchange Commission ("SEC") since July 15, 1998 (the "Seller SEC Reports"), which are all the forms, reports and documents required to be filed by Seller with the SEC since January 1, 1996 other than registration statements on Form S-8 (collectively, the "Seller SEC Reports")such date. The Seller SEC Reports (i) at the time filed, complied were in all material respects prepared in accordance with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), and or the Exchange Act, as the case may be, and (ii) did not at the time they were filed (or and if amended or superseded by a filing prior to the date of this Agreement, Agreement then on the date of such filing) , contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Seller SEC Reports therein or necessary in order to make the statements in such Seller SEC Reportstherein, in the light of the circumstances under which they were made, not misleading. None of Seller's Subsidiaries subsidiaries is required to file any forms, reports or other documents with the SECSEC or with any other foreign securities regulatory agency.

SEC Filings; Financial Statements. (a) Seller Buyer has timely filed and made available to Buyer Seller all forms, reports and documents SEC Documents required to be filed by Seller Buyer since December 31, 1999 (together with the all such SEC since January 1Documents filed, 1996 other than registration statements on Form S-8 (collectivelywhether or not required to be filed, the "Seller Buyer SEC Reports"). The Seller Buyer SEC Reports (i) at the time filed, complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), Laws and the Exchange Act, as the case may be, other applicable Laws and (ii) did not not, at the time they were filed (or or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filingfiling or, in the case of registration statements, at the effective date thereof) contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Seller Buyer SEC Reports or necessary in order to make the statements in such Seller Buyer SEC Reports, in the light of the circumstances under which they were made, not misleading. None of Seller's Subsidiaries is required to file any forms, reports or other documents with the SEC.

SEC Filings; Financial Statements. (a) Seller Buyer has filed and made available to Buyer Target (including through the Electronic Data, Gathering, Analysis and Recovery database of the SEC) all forms, reports and documents SEC Documents required to be filed by Seller Buyer since December 31, 2005 (together with the all such SEC since January 1Documents filed, 1996 other than registration statements on Form S-8 (collectivelywhether or not required to be filed, the "Seller “Buyer SEC Reports"”). The Seller Buyer SEC Reports (i) at the time filed, complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the Exchange Act, as the case may be, Laws and (ii) did not not, at the time they were filed (or or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filingfiling or, in the case of registration statements, at the effective date thereof) contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Seller Buyer SEC Reports or necessary in order to make the statements in such Seller Buyer SEC Reports, in the light of the circumstances under which they were made, not misleading. None of Seller's Subsidiaries No Buyer Subsidiary is required to file any forms, reports or other documents with the SECSEC Documents.

SEC Filings; Financial Statements. (a) Seller Since the date of its initial public offering, Buyer has filed and made available to Buyer all forms, reports and documents documents, including the exhibits thereto, required to be filed by Seller Buyer with the SEC since January 1under the Securities Act or the Exchange Act (these forms, 1996 other than registration statements on Form S-8 (collectively, the reports and documents are referred to collectively as "Seller Buyer SEC Reports"). The Seller Buyer SEC Reports (i) at the time filed, filed complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the Exchange Act, as the case may be, 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 such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Seller Buyer SEC Reports or necessary in order to make the statements in such Seller Buyer SEC Reports, in the light of the circumstances under which they were made, not misleading. None of Seller's Subsidiaries is required to file any forms, reports or other documents with the SEC.

SEC Filings; Financial Statements. (a) Seller Buyer has filed and made available to Buyer all forms, reports proxy statements, registration statements, reports, schedules and other documents filed or required to be filed by Seller Buyer with the SEC since January 1December 31, 1996 other than registration statements on Form S-8 2001 (collectively, the "Seller Buyer SEC Reports"), and Buyer has made available to Seller each of the Buyer SEC Reports. The Seller Buyer SEC Reports Reports: (i) at the time filed, complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), Laws and the Exchange Act, as the case may be, other applicable Laws and (ii) did not not, at the time they were filed (or or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filingfiling or, in the case of registration statements, at the effective date thereof) contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Seller Buyer SEC Reports or necessary in order to make the statements in such Seller Buyer SEC Reports, in the light of the circumstances under which they were made, not misleading. None of Seller's Subsidiaries is required to file any forms, reports or other documents with the SEC.

SEC Filings; Financial Statements. (a) Seller The Company has filed and made available to Buyer Parent all forms, reports and documents required to be filed by Seller the Company with the SEC since January 1, 1996 other than registration statements on Form S-8 (collectively, the "Seller Company SEC Reports"). The Seller Company SEC Reports (i) at the time filed, (or ------------------- if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the Exchange Act, as the case may be, 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 such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Seller Company SEC Reports or necessary in order to make the statements in such Seller Company SEC Reports, in the light of the circumstances under which they were made, not misleading. None of Sellerthe Company's Subsidiaries is required to file any forms, reports or other documents (other than those previously filed, except for those documents required to be filed as a result of this Agreement and the transactions contemplated hereby) with the SEC.

SEC Filings; Financial Statements. (a) Seller The Company has filed and made available to Buyer all reports, schedules, forms, reports statements and other documents (including all exhibits thereto) required to be filed by Seller with the SEC since January 1December 31, 1996 other than registration statements on Form S-8 1998 (collectively, the "Seller " Post-1998 Company SEC ReportsDocuments"). The Seller Except as set forth in Section 2.07 of the Company Disclosure Schedule or the Company SEC Reports Documents, such reports, schedules, forms, statements and other documents (i) at the time filed, complied were prepared in all material respects in accordance with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), and or the Exchange Act, as the case may be, 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 such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Seller SEC Reports therein or necessary in order to make the statements in such Seller SEC Reportstherein, in the light of the circumstances under which they were made, not misleading. None of Sellerthe Company's Subsidiaries subsidiaries is required to file any forms, reports or other documents with the SEC.

SEC Filings; Financial Statements. (a) Seller TSI has filed and made available to Buyer Eclipsys all forms, reports and documents required to be filed by Seller TSI with the SEC since January 1April 18, 1996 other than registration statements on Form S-8 (collectively, the "Seller TSI SEC Reports"). The Seller TSI SEC Reports (i) at the time filed, complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the Exchange Act, as the case may be, 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 such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Seller TSI SEC Reports or necessary in order to make the statements in such Seller TSI SEC Reports, in the light of the circumstances under which they were made, not misleading. None of SellerTSI's Subsidiaries is required to file any forms, reports or other documents with the SEC.

SEC Filings; Financial Statements. (a) Seller Acquiror has filed and made available to Buyer BFC all forms, reports reports, and documents required to be filed by Seller Acquiror with the SEC since January 1December 31, 1996 1992, other than registration statements on Form Forms S-4 and S-8 (collectively, the "Seller Acquiror SEC Reports"). The Seller Acquiror SEC Reports (i) at the time filed, complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the Exchange Act, as the case may be, 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 such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Seller Acquiror SEC Reports or necessary in order to make the statements in such Seller Acquiror SEC Reports, in the light of the circumstances under which they were made, not misleading. None of Seller's Subsidiaries is required to file any forms, reports or other documents with the SEC.

SEC Filings; Financial Statements. (a) Seller The Company has filed and made available to Buyer Parent all forms, reports and documents required to be filed by Seller the Company with the SEC since January 1December 31, 1996 other than registration statements on Form S-8 (collectively, the "Seller COMPANY SEC ReportsREPORTS"). The Seller Company SEC Reports (including any financial statements filed as a part thereof or incorporated by reference therein) (i) at the time filed, complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the Exchange Act, as the case may be, and (ii) did not 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 such filing) ), contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Seller Company SEC Reports or necessary in order to make the statements in such Seller Company SEC Reports, in the light of the circumstances under which they were made, not misleadingmisleading as of such date. None of Sellerthe Company's Subsidiaries is required to file any forms, reports or other documents with the SEC.

SEC Filings; Financial Statements. (a) Seller TPI has filed and made available to Buyer the Company all forms, reports reports, schedules, statements and other documents required to be filed by Seller TPI under the Exchange Act with the SEC since January 1September 30, 1996 other than registration statements on Form S-8 2006 (collectively, the "Seller TPI SEC Reports"). The Seller TPI SEC Reports (i) at the time filed, complied in all material respects with the applicable requirements of the Securities Exchange Act of 1933, as amended (the "Securities Act"), and the Exchange Act, as the case may berules and regulations promulgated thereunder, and (ii) with respect to any TPI SEC Reports filed on or after September 30, 2006, 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 such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Seller TPI SEC Reports or necessary in order to make the statements in such Seller TPI SEC Reports, in the light of the circumstances under which they were made, not misleading. None of Seller's Subsidiaries is required to file any forms, reports or other documents with the SEC.