Common use of SEC Filings/Full Disclosure Clause in Contracts

SEC Filings/Full Disclosure. None of the Parent Company's filings with the SEC since January 1, 1997 contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein in light of the circumstances under which they were made, not misleading. The Parent Company has, since January 1, 1997, timely filed all requisite forms, reports and exhibits thereto with the SEC. The Parent Company's Annual Report on Form 10-K for the year ended December 31, 1996, its Quarterly Reports for the periods ended March 31, 1997 and all Current Reports on Form 8-K filed by the Parent Company from January 1, 1996 to date are referred to as the "COES SEC Reports." There is no fact known to the Parent Company (other than general economic conditions known to the public generally) that has not been disclosed in writing to the Purchaser which could reasonably be expected to have a material adverse effect on the condition (financial or otherwise) or in the earnings, business affairs, business prospects, properties or assets of the Parent Company, or (ii) could reasonably be expected to materially and adversely affect the ability of the Parent Company to perform its obligations pursuant to this Agreement.