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

SEC Filings; Parent Financial Statements. (a) Parent has filed all forms, reports and documents Parent has been required to file with the SEC since January 1, 1998, and has made available to the Company such forms, reports and documents in the form filed with the SEC. All such required forms, reports and documents (including those that Parent may file subsequent to the date hereof) are referred to herein as the "PARENT SEC REPORTS." As of their respective dates, the Parent SEC Reports (i) were prepared in accordance with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Reports, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material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 therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of Parent's subsidiaries is required to file any forms, reports or other documents with the SEC. (b) Each set of consolidated financial statements (including, in each case, any related notes thereto) contained in the Parent SEC Reports (the "PARENT FINANCIALS"), including any Parent SEC Reports filed after the date hereof until the Closing, (i) complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, (ii) was prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as may be permitted by the SEC on Form 10-Q under the Exchange Act) and (iii) fairly presented the consolidated financial position of Parent and its subsidiaries at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not, or are not expected to be, material in amount. The balance sheet of Parent contained in the Parent SEC Reports as of January 2, 2000 is hereinafter referred to as the "PARENT BALANCE SHEET." Except as disclosed in the Parent Financials, neither Parent nor any of its subsidiaries has any liabilities (absolute, accrued, contingent or otherwise) of a nature required to be disclosed on a balance sheet or in the related notes to the consolidated financial statements prepared in accordance with GAAP which are, individually or in the aggregate, material to the business, results of operations or financial condition of Parent and its subsidiaries taken as a whole, except liabilities (i) provided for in the Parent Balance Sheet, or (ii) incurred since the date of the Parent Balance Sheet in the ordinary course of business consistent with past practices and immaterial in the aggregate. (c) Parent has heretofore furnished to the Company a complete and correct copy of any amendments or modifications, which have not yet been filed with the SEC but which are required to be filed, to agreements, documents or other instruments which previously had been filed by Parent with the SEC pursuant to the Securities Act or the Exchange Act.

SEC Filings; Parent Financial Statements. (a) Parent has timely filed all forms, reports reports, registration statements and documents Parent has been required to file be filed by Parent with the SEC since January 1, 1998, and has made available to the Company such forms, reports reports, and documents in the form filed with the SEC. All such required forms, reports and documents (including those that Parent may file subsequent to the date hereofhereof until the Closing) are referred to herein as the "PARENT Parent SEC REPORTS.Reports;" provided, that any Parent SEC Report shall be deemed to include all amendments to such report through the date hereof. As of their respective datesfiling dates (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), the Parent SEC Reports (i) were prepared complied in accordance all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Reports, Reports and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of Parent's subsidiaries is required to file any forms, reports or other documents with the SEC. (b) Each set of the consolidated financial statements of Parent (including, in each case, any related the notes thereto) contained ), included in the Parent SEC Reports (the "PARENT FINANCIALSParent Financial Statements"), including any each Parent SEC Reports Report filed after the date hereof until the Closing, (i) complied as to form in all material respects with the published applicable rules and regulations of the SEC with respect thereto, ; (ii) was prepared in accordance with GAAP applied on a consistent basis throughout the periods involved indicated (except as may be indicated in other than the provision of notes thereto or, in to the case of unaudited interim financial statements, as may be permitted by the SEC on Form 10-Q under the Exchange Act) statements for quarterly periods); and (iii) fairly presented the consolidated financial position of Parent and its subsidiaries at the respective dates thereof and the consolidated results of its Parent's operations and cash flows for the periods indicatedindicated (subject, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not, or are not expected to be, material in amount. The balance sheet of Parent contained in the Parent SEC Reports case of unaudited financial statements, to audit adjustments). There has been no change in Parent's accounting policies except as of January 2, 2000 is hereinafter referred to as the "PARENT BALANCE SHEET." Except as disclosed described in the Parent Financials, neither Parent nor any of its subsidiaries has any liabilities (absolute, accrued, contingent or otherwise) of a nature required to be disclosed on a balance sheet or in the related notes to the consolidated financial statements prepared in accordance with GAAP which are, individually or in the aggregate, material to the business, results of operations or financial condition of Parent and its subsidiaries taken as a whole, except liabilities (i) provided for in the Parent Balance Sheet, or (ii) incurred since the date of the Parent Balance Sheet in the ordinary course of business consistent with past practices and immaterial in the aggregateFinancial Statements. (c) Parent has heretofore furnished to the Company a complete and correct copy of any amendments or modifications, which have not yet been filed with the SEC but which are required to be filed, to agreements, documents or other instruments which previously had been filed by Parent with the SEC pursuant to the Securities Act or the Exchange Act.

SEC Filings; Parent Financial Statements. (a) Parent has filed all forms, statements, schedules, reports and documents Parent has been (including items incorporated by reference) required to file be filed by Parent with the SEC since January 1, 1998the effective date of the registration statement of Parent’s initial public offering, and has made available to the Company such forms, reports and documents in the form filed via XXXXX Parent’s filings with the SEC. All such required forms, statements, schedules, reports and documents (including those that Parent may file subsequent to the date hereof) are referred to herein as the "PARENT “Parent SEC REPORTSReports." ” As of their respective dates, the Parent SEC Reports (i) were prepared in accordance and complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent 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 therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except to the extent corrected prior to the date of this Agreement by a subsequently filed Parent SEC Report. None of Parent's ’s subsidiaries is required to file any forms, reports or other documents with the SEC. (b) Each set of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Parent SEC Reports (the "PARENT FINANCIALS"“Parent Financials”), including any Parent SEC Reports filed after the date hereof until the Closing, (i) complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, (ii) was prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as may be permitted by the SEC on Form 10-Q Q, 8-K or any successor form under the Exchange Act) and (iii) fairly presented the consolidated financial position of Parent and its subsidiaries as at the respective dates thereof and the consolidated results of its Parent’s operations and cash flows for the periods indicated, except that the unaudited interim financial statements may not contain footnotes and were or are subject to normal and recurring year-end adjustments which were not, or are not expected to be, material in amountand quarter-end adjustments. The balance sheet of Parent as of March 31, 2003 contained in the Parent SEC Reports as of January 2, 2000 is hereinafter referred to as the "PARENT BALANCE SHEET“Parent Balance Sheet." ” Except as disclosed in the Parent Financials, since the date of the Parent Balance Sheet, neither Parent nor any of its subsidiaries has any liabilities (absolute, accrued, contingent or otherwise) of a nature required under GAAP to be disclosed set forth on a balance sheet or in the related notes to the consolidated financial statements prepared in accordance with GAAP which are, are individually or in the aggregate, material to the business, results of operations or financial condition of Parent and its subsidiaries taken as a whole, except for liabilities (i) provided for in the Parent Balance Sheet, or (ii) incurred since the date of the Parent Balance Sheet in the ordinary course of business consistent with past practices practices, and immaterial the fees and expenses of investment bankers, attorneys and accountants incurred in connection with this Agreement and the aggregatetransactions contemplated hereby. (c) Parent has heretofore furnished to the Company a complete and correct copy of any amendments or modifications, which have not yet been filed with the SEC but which are required to be filed, to agreements, documents or other instruments which previously had been filed by Parent with the SEC pursuant to the Securities Act or the Exchange Act. (d) Parent has established and maintains disclosure controls and procedures (as defined in Rules 13a-14 and 15d-14 promulgated under the Exchange Act) designed to ensure that material information relating to Parent, including its consolidated subsidiaries, is made known to the Chief Executive Officer and Chief Financial Officer. To Parent’s knowledge, there are no significant deficiencies or material weaknesses in the design or operation of Parent’s internal controls which could adversely affect Parent’s ability to record, process, summarize and report financial data. To Parent’s knowledge, there is no fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal controls.

SEC Filings; Parent Financial Statements. (a) Since January 1, 2004, Parent has filed all forms, reports and documents Parent has been required to file be filed by Parent with the SEC since January 1and (if and to the extent such forms, 1998, reports and documents are not available on XXXXX) has made available to the Company such forms, reports and documents in the form filed with the SEC. All such required forms, reports and documents (including those that Parent may file subsequent to the date hereof) are referred to herein as the "PARENT “Parent SEC REPORTSReports." ” As of their respective dates, the Parent SEC Reports (i) were prepared in accordance with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Reports, and (ii) did not at the time they were filed (or if subsequently amended or superseded by a filing prior to the date of this Agreement, then on the date of such subsequent filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of Parent's ’s subsidiaries is required to file any forms, reports or other documents with the SEC. (b) Each set of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Parent SEC Reports (the "PARENT FINANCIALS"“Parent Financials”), including any each Parent SEC Reports Report filed after the date hereof until the Closing, (i) complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, (ii) was prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as may be permitted by the SEC on requirements of Form 10-Q or Form 8-K or any successor form under the Exchange Act) and (iii) fairly presented the consolidated financial position of Parent and its subsidiaries as at the respective dates thereof and the consolidated results of its operations and Parent’s operations, cash flows and shareholders’ equity for the periods indicated, except that the unaudited interim financial statements may not contain all the footnotes required by GAAP for audited statements and were or are subject to normal and recurring year-end adjustments which were notthat Parent does not expect to be material, individually or are not expected to be, material in amountthe aggregate. The balance sheet of Parent contained in the Parent SEC Reports as of January 2March 31, 2000 2007 is hereinafter referred to as the "PARENT BALANCE SHEET“Parent Balance Sheet." Except as disclosed in the Parent Financials, neither ” Neither Parent nor any of its subsidiaries has any liabilities (absolute, accrued, contingent or otherwise) of a nature required to be disclosed on a balance sheet or in the related notes to the consolidated financial statements prepared in accordance with GAAP which are, individually or in the aggregate, material to the business, results of operations or financial condition of Parent and its subsidiaries taken as a whole), except liabilities for (i) provided for in liabilities reflected on the Parent Balance Sheet, or (ii) liabilities incurred since the date of the Parent Balance Sheet in the ordinary course of business consistent with past practices practices, (iii) liabilities incurred in connection with this Agreement and immaterial in the aggregate(iv) liabilities that would not have a Material Adverse Effect on Parent. (c) Parent has heretofore furnished to not been notified by its independent registered public accounting firm or by the Company a complete and correct copy staff of any amendments or modifications, which have not yet been filed with the SEC but which are required to be filedthat such firm or the staff of the SEC, to agreementsas the case may be, documents or other instruments which previously had been is of the view that any financial statement included in any registration statement filed by Parent with the SEC pursuant to under the Securities Act or any periodic or current report filed by Parent under the Exchange Act should be restated, or that Parent should modify its accounting in future periods in a manner that would be materially adverse to Parent. (d) Parent is in compliance in all material respects with the provisions of the Xxxxxxxx-Xxxxx Act that are applicable to Parent, and any related rules and regulations promulgated by the SEC. Parent’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) and internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) are effective in all material respects. Neither Parent nor, to Parent’s knowledge, its independent auditors have identified (i) any significant deficiency or material weakness in Parent’s internal control over financial reporting, (ii) any fraud, whether or not material, that involves Parent’s management or other employees who have a role in the preparation of financial statements or Parent’s internal control over financial reporting or (iii) any claim or allegation regarding any of the foregoing. Since March 31, 2007, there has not been any change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

SEC Filings; Parent Financial Statements. (a) Parent has filed all forms, reports and documents Parent has been required to file be filed by Parent with the SEC since January 1, 1998, and has made available to the Company such forms, reports and documents in the form filed with the SEC2009. All such required forms, reports and documents (including those that Parent may file subsequent to the date hereof) are referred to herein as the "PARENT “Parent SEC REPORTS." Reports”. As of their respective datesdates (or if amended or superseded by a filing, then on the date of filing of such amended or superseded document), the Parent SEC Reports (i) were prepared complied as to form in accordance all material respects with the requirements of the Securities Act or the Exchange Act of 1934, as amended (the “Exchange Act”), as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent 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 therein or necessary in order to make the statements therein, therein in the light of the circumstances under which they were made, not misleading, except to the extent corrected by a subsequently filed Parent SEC Report. None of Parent's ’s subsidiaries is required to file any forms, reports or other documents with the SEC. (b) Each set of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Parent SEC Reports (the "PARENT FINANCIALS"“Parent Financials”), including any Parent SEC Reports filed after the date hereof until the Closing, (i) complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, (ii) was prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as may be permitted by the SEC on Form 10-Q Q, 8-K or any successor form under the Exchange Act) and (iii) fairly presented the consolidated financial position of Parent and its subsidiaries as at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements may not contain footnotes and were or are subject to normal and recurring year-end adjustments which were not, or are not expected to be, material in amount. The balance sheet of Parent contained in the Parent SEC Reports as of January 2, 2000 is hereinafter referred to as the "PARENT BALANCE SHEETadjustments." Except as disclosed in the Parent Financials, neither Parent nor any of its subsidiaries has any liabilities (absolute, accrued, contingent or otherwise) of a nature required to be disclosed on a balance sheet or in the related notes to the consolidated financial statements prepared in accordance with GAAP which are, individually or in the aggregate, material to the business, results of operations or financial condition of Parent and its subsidiaries taken as a whole, except liabilities (i) provided for in the Parent Balance Sheet, or (ii) incurred since the date of the Parent Balance Sheet in the ordinary course of business consistent with past practices and immaterial in the aggregate. (c) Parent has heretofore furnished to the Company a complete and correct copy of any amendments or modifications, which have not yet been filed with the SEC but which are required to be filed, to agreements, documents or other instruments which previously had been filed by Parent with the SEC pursuant to the Securities Act or the Exchange Act.

SEC Filings; Parent Financial Statements. (a) Since January 1, 2006, Parent has filed all forms, reports and documents Parent has been required to file be filed by Parent with the SEC since January 1and (if and to the extent such forms, 1998, reports and documents are not available on EXXXX) has made available to the Company such forms, reports and documents in the form filed with the SEC. All such required forms, reports and documents (including those that Parent may file subsequent to the date hereof) are referred to herein as the "PARENT “Parent SEC REPORTSReports." ” As of their respective dates, the Parent SEC Reports (i) were prepared in accordance with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Reports, and (ii) did not at the time they were filed (or if subsequently amended or superseded by a filing prior to the date of this Agreement, then on the date of such subsequent filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of Parent's ’s subsidiaries is required to file any forms, reports or other documents with the SEC. (b) Each set of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Parent SEC Reports (the "PARENT FINANCIALS"“Parent Financials”), including any each Parent SEC Reports Report filed after the date hereof until the Closing, (i) complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, (ii) was prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as may be permitted by the SEC on requirements of Form 10-Q or Form 8-K or any successor form under the Exchange Act) and (iii) fairly presented the consolidated financial position of Parent and its subsidiaries as at the respective dates thereof and the consolidated results of its operations and Parent’s operations, cash flows and shareholders’ equity for the periods indicated, except that the unaudited interim financial statements may not contain all the footnotes required by GAAP for audited statements and were or are subject to normal and recurring year-end adjustments which were notthat Parent does not expect to be material, individually or are not expected to be, material in amountthe aggregate. The balance sheet of Parent contained in the Parent SEC Reports as of January 2September 30, 2000 2007 is hereinafter referred to as the "PARENT BALANCE SHEET“Parent Balance Sheet." Except as disclosed in the Parent Financials, neither ” Neither Parent nor any of its subsidiaries has any liabilities (absolute, accrued, contingent or otherwise) of a nature required to be disclosed on a balance sheet or in the related notes to the consolidated financial statements prepared in accordance with GAAP which are, individually or in the aggregate, material to the business, results of operations or financial condition of Parent and its subsidiaries taken as a whole), except liabilities for (i) provided for in liabilities reflected on the Parent Balance Sheet, or (ii) liabilities incurred since the date of the Parent Balance Sheet in the ordinary course of business consistent with past practices practices, (iii) liabilities incurred in connection with this Agreement and immaterial in the aggregate(iv) liabilities that would not have a Material Adverse Effect on Parent. (c) Parent has heretofore furnished to not been notified by its independent registered public accounting firm or by the Company a complete and correct copy staff of any amendments or modifications, which have not yet been filed with the SEC but which are required to be filedthat such firm or the staff of the SEC, to agreementsas the case may be, documents or other instruments which previously had been is of the view that any financial statement included in any registration statement filed by Parent with the SEC pursuant to under the Securities Act or any periodic or current report filed by Parent under the Exchange Act should be restated, or that Parent should modify its accounting in future periods in a manner that would be materially adverse to Parent. (d) Parent is in compliance in all material respects with the provisions of the Sxxxxxxx-Xxxxx Act that are applicable to Parent, and any related rules and regulations promulgated by the SEC. Parent’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) and internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) are effective in all material respects. Neither Parent nor, to Parent’s knowledge, its independent auditors have identified (i) any significant deficiency or material weakness in Parent’s internal control over financial reporting, (ii) any fraud, whether or not material, that involves Parent’s management or other employees who have a role in the preparation of financial statements or Parent’s internal control over financial reporting or (iii) any claim or allegation regarding any of the foregoing. Since September 30, 2007, there has not been any change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

SEC Filings; Parent Financial Statements. (a) SEC Filings Generally. Parent has filed all forms, reports and --------------------- documents Parent has been required to file be filed by Parent with the SEC since January 1, 19981997, and has made available to the Company such forms, reports and documents in the form filed with the SEC. All such required forms, reports and documents (including those that Parent may file subsequent to the date hereof) are referred to herein as the "PARENT Parent SEC REPORTSReports." As of their respective dates, the Parent SEC Reports (i) were prepared in accordance with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent 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 therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except to the extent corrected prior to the date of this Agreement by a subsequently filed Parent SEC Report. Taken as a whole, the Parent SEC Reports do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except to the extent corrected prior to the date of this Agreement by a subsequently filed Parent SEC Report. None of Parent's subsidiaries is required to file any forms, reports or other documents with the SEC. (b) Each set of consolidated financial statements (including, in each case, any related notes thereto) contained in . All material agreements filed by Parent as exhibits to the Parent SEC Reports (were executed by all parties thereto and such agreements as displayed on the "PARENT FINANCIALS"), including any Parent SEC Reports filed after World Wide Web via the date hereof until the Closing, (i) complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, (ii) was prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as may be permitted by the SEC on Form 10-Q under the Exchange Act) and (iii) fairly presented the consolidated financial position of Parent and its subsidiaries at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not, or are not expected to be, material in amount. The balance sheet of Parent contained in the Parent SEC Reports as of January 2, 2000 is hereinafter referred to as the "PARENT BALANCE SHEET." Except as disclosed in the Parent Financials, neither Parent nor any of its subsidiaries has any liabilities (absolute, accrued, contingent or otherwise) of a nature required to be disclosed on a balance sheet or in the related notes XXXXX Service conform to the consolidated financial statements prepared in accordance with GAAP which are, individually or in the aggregate, material to the business, results of operations or financial condition of Parent and its subsidiaries taken agreements as a whole, except liabilities (i) provided for in the Parent Balance Sheet, or (ii) incurred since the date of the Parent Balance Sheet in the ordinary course of business consistent with past practices and immaterial in the aggregateso executed. (c) Parent has heretofore furnished to the Company a complete and correct copy of any amendments or modifications, which have not yet been filed with the SEC but which are required to be filed, to agreements, documents or other instruments which previously had been filed by Parent with the SEC pursuant to the Securities Act or the Exchange Act.

SEC Filings; Parent Financial Statements. (a) Parent has filed all forms, reports and documents Parent has been required to file be filed by Parent with the SEC since January 1March 2, 1998, 2000 and has made available to the Company such forms, reports and documents in the form filed with the SEC. All such required forms, reports and documents (including those that Parent may file subsequent to the date hereof) are referred to herein as the "PARENT Parent SEC REPORTS." Reports". As of their respective dates, the Parent SEC Reports (i) were prepared in accordance and complied in all material respects with the requirements of the Securities Act Act, or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Reports, Reports and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of Parent's subsidiaries is required to file any forms, reports or other documents with the SEC. (b) Each set of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Parent SEC Reports (the "PARENT FINANCIALSParent Financials"), including any each Parent SEC Reports Report filed after the date hereof until the Closing, (i) complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, (ii) was prepared in accordance with GAAP United States generally accepted accounting principles ("GAAP") applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as may be permitted by the SEC on Form 10-Q under the Exchange Act) and (iii) fairly presented the consolidated financial position of Parent and its subsidiaries as at the respective dates thereof and the consolidated results of its Parent's operations and cash flows for the periods indicated, except that the unaudited interim financial statements may not contain footnotes and were or are subject to normal and recurring year-year- end adjustments which were not, or are not expected to be, material in amountadjustments. The balance sheet of Parent contained in the Parent SEC Reports Report as of January 2December 1, 2000 is hereinafter referred to as the "PARENT BALANCE SHEET." Parent Balance Sheet". Except as disclosed in the Parent Financials, since the date of the Parent Balance Sheet neither Parent nor any of its subsidiaries has any liabilities required under GAAP to be set forth on a consolidated balance sheet (absolute, accrued, contingent or otherwise) of a nature required to be disclosed on a balance sheet or in the related notes to the consolidated financial statements prepared in accordance with GAAP which are, individually or in the aggregate, material to the business, results of operations or financial condition of Parent and its subsidiaries taken as a whole, except for liabilities (i) provided for in the Parent Balance Sheet, or (ii) incurred since the date of the Parent Balance Sheet in the ordinary course of business consistent with past practices and immaterial in the aggregateliabilities incurred pursuant to this Agreement. (c) Parent has heretofore furnished to the Company a complete and correct copy of any amendments or modifications, modifications which have not yet been filed with the SEC but which are required to be filed, to agreements, documents or other instruments which previously had been filed by Parent with the SEC pursuant to the Securities Act or the Exchange Act.

SEC Filings; Parent Financial Statements. (a) Parent has filed all forms, reports and documents Parent has been required to file be filed with the SEC since January 1, 1998, and has made available to the Company such forms, reports and documents in initial filing date of the form filed with the SECregistration statement for Parent’s initial public offering. All such required forms, reports and documents (including those that Parent may file subsequent to the date hereofhereof but excluding all exhibits to such required forms, reports and documents) are referred to herein as the "PARENT “Parent SEC REPORTSReports." ” As of their respective dates, the Parent SEC Reports (i) were prepared in accordance with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent 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 therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of Parent's subsidiaries ’s Subsidiaries is required subject to file any forms, reports or other documents with the SECperiodic reporting requirements of the Exchange Act. (b) Each set of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Parent SEC Reports (the "PARENT FINANCIALS"“Parent Financials”), including any Parent SEC Reports filed after the date hereof until the Closing, as of their respective dates, (i) complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, (ii) was prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as may be permitted by the SEC on Form 10-Q under the Exchange Act) and (iii) fairly presented the consolidated financial position of Parent and its subsidiaries Subsidiaries at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not, or are not expected to be, material in amount. The balance sheet of Parent contained in the Parent SEC Reports as of January 2December 31, 2000 2006 is hereinafter referred to as the "PARENT BALANCE SHEET“Parent Balance Sheet." ” Except as disclosed in the Parent Financials, neither Parent nor any of its subsidiaries Subsidiaries has any liabilities (absolute, accrued, contingent or otherwise) of a nature required to be disclosed on a balance sheet or in the related notes to the consolidated financial statements prepared in accordance with GAAP which are, individually or in the aggregate, material to the business, results of operations or financial condition of Parent and its subsidiaries Subsidiaries taken as a whole, except liabilities (i) provided for in the Parent Balance Sheet, or (ii) incurred since the date of the Parent Balance Sheet in the ordinary course of business consistent with past practices and immaterial in the aggregatewhich would not reasonably be expected to have a Parent Material Adverse Effect. (c) Parent has heretofore furnished to the Company a complete and correct copy of any amendments or modificationsmodifications to the Parent SEC Reports, if any, which have not yet been filed with the SEC but which are will be required to be filed, to agreements, documents or other instruments which previously had been filed by Parent with the SEC pursuant to the Securities Act or the Exchange Act.

SEC Filings; Parent Financial Statements. (a) Parent has filed all forms, reports and documents Parent has been required to file be filed by Parent with the SEC since January September 1, 19981994, and has made available to the Company such forms, reports and documents in the form filed with the SEC. All such required forms, reports and documents (including those that Parent may file subsequent to the date hereof) are referred to herein as the "PARENT SEC REPORTS." As of their respective dates, the Parent SEC Reports (i) were prepared in accordance with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent 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 therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of Parent's subsidiaries is required to file any forms, reports or other documents with the SEC. (b) Each set of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Parent SEC Reports (the "PARENT FINANCIALS"), including any Parent SEC Reports filed after the date hereof until the Closing, (i) complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, (ii) was prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as may be permitted by the SEC on Form 10-Q under the Exchange Act) and (iii) fairly presented the consolidated financial position of Parent and its subsidiaries as at the respective dates thereof and the consolidated results of its Parent's operations and cash flows for the periods indicated, except that the unaudited interim financial statements may not contain footnotes and were or are subject to normal and recurring year-end adjustments which were not, or are not expected to be, material in amountadjustments. The balance sheet of Parent contained in the Parent SEC Reports as of January 2June 30, 2000 1997 is hereinafter referred to as the "PARENT BALANCE SHEET." Except as disclosed in the Parent Financials, since the date of the Parent Balance Sheet neither Parent nor any of its subsidiaries has any liabilities required under GAAP to be set forth on a balance sheet (absolute, accrued, contingent or otherwise) of a nature required to be disclosed on a balance sheet or in the related notes to the consolidated financial statements prepared in accordance with GAAP which are, individually or in the aggregate, material to the business, results of operations or financial condition of Parent and its subsidiaries taken as a whole, except for liabilities (i) provided for in the Parent Balance Sheet, or (ii) incurred since the date of the Parent Balance Sheet in the ordinary course of business consistent with past practices and immaterial in the aggregatepractices. (c) Parent has heretofore furnished to the Company a complete and correct copy of any amendments or modifications, which have not yet been filed with the SEC but which are required to be filed, to agreements, documents or other instruments which previously had been filed by Parent with the SEC pursuant to the Securities Act or the Exchange Act.

SEC Filings; Parent Financial Statements. (a) Parent has filed all forms, reports and documents Parent has been required to file be filed by Parent with the SEC since January 1, 1998, 2007 and has made available to the Company such forms, reports and documents in the form filed with the SEC. All such required forms, reports and documents (including those that Parent may file subsequent to the date hereof) are referred to herein as the "PARENT “Parent SEC REPORTSReports." ” As of their respective dates, the Parent SEC Reports (i) were prepared in accordance with the requirements of the Securities Act Act, or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Reports, Reports and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact or disclose any matter or proceeding required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None Each of Parent's subsidiaries is required to file any forms, reports or other documents with the SEC. (b) Each set of consolidated financial statements (including, in each case, any related notes thereto) contained in the Parent SEC Reports (the "PARENT FINANCIALS"), including any Parent SEC Reports filed after the date hereof until the ClosingReports, (i) was prepared from, are in accordance with and accurately reflect in all material respects Parent’s books and records as of the times and for the periods referred to therein, (ii) complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, (iiiii) was prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto orand, in the case of unaudited interim financial statements, as may be permitted by the SEC on Form 10-Q under the Exchange Act) and (iiiiv) fairly presented in all material respects the consolidated financial position of Parent and its subsidiaries as at the respective dates thereof and the consolidated results of its Parent’s operations and cash flows for the periods indicated, except that the unaudited interim financial statements may not contain footnotes and were or are subject to normal and recurring year-end adjustments which were not, or are not expected to be, material in amount. The balance sheet of Parent contained in the Parent SEC Reports as of January 2, 2000 is hereinafter referred to as the "PARENT BALANCE SHEETadjustments." Except as disclosed in the Parent Financials, neither Parent nor any of its subsidiaries has any liabilities (absolute, accrued, contingent or otherwise) of a nature required to be disclosed on a balance sheet or in the related notes to the consolidated financial statements prepared in accordance with GAAP which are, individually or in the aggregate, material to the business, results of operations or financial condition of Parent and its subsidiaries taken as a whole, except liabilities (i) provided for in the Parent Balance Sheet, or (ii) incurred since the date of the Parent Balance Sheet in the ordinary course of business consistent with past practices and immaterial in the aggregate. (c) Parent has heretofore furnished to the Company a complete and correct copy of any amendments or modifications, which have not yet been filed with the SEC but which are required to be filed, to agreements, documents or other instruments which previously had been filed by Parent with the SEC pursuant to the Securities Act or the Exchange Act.

SEC Filings; Parent Financial Statements. (a) Parent has filed or made available to Company all forms, reports and documents Parent has been required to file be filed by Parent with the SEC since January 1, 1998, and has made available to the Company such forms, reports and documents in effective date of the form filed with the SECregistration statement of Parent's initial public offering. All such required forms, reports and documents (including those that Parent may file subsequent to the date hereof) are referred to herein as the "PARENT Parent SEC REPORTSReports." As of their respective dates, the Parent SEC Reports (i) were prepared in accordance with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent 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 therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except to the extent corrected prior to the date of this Agreement by a subsequently filed Parent SEC Report. As of the date of this Agreement, the Parent SEC Reports, taken as a whole, together with any press release disseminated between the date of the most recent Parent SEC Report and the date of this Agreement, do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of Parent's subsidiaries is required to file any forms, reports or other documents with the SEC. (b) Each set of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Parent SEC Reports (the "PARENT FINANCIALSParent Financials"), including any each Parent SEC Reports Report filed after the date hereof until the Closing, (i) complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, (ii) was prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case Scase of unaudited interim financial statements, as may be permitted by the SEC on Form 10-Q Q, 8-K or any successor form under the Exchange Act) and (iii) fairly presented the consolidated financial position of Parent and its subsidiaries as at the respective dates thereof and the consolidated results of its Parent's operations and cash flows for the periods indicated, except that the unaudited interim financial statements may not contain footnotes and were or are subject to normal and recurring year-end adjustments which were not, or are not expected to be, material in amountadjustments. The balance sheet of Parent contained in the Parent SEC Reports as of January 2Parent's Annual Report on Form 10-K for December 31, 2000 (the "Parent Form 10-K") is hereinafter referred to as the "PARENT BALANCE SHEETParent Balance Sheet." Except as disclosed in the Parent Financials, since the date of the Parent Balance Sheet neither Parent nor any of its subsidiaries has any liabilities required under GAAP to be set forth on a balance sheet (absolute, accrued, contingent or otherwise) of a nature required to be disclosed on a balance sheet or in the related notes to the consolidated financial statements prepared in accordance with GAAP which are, individually or in the aggregate, material to the business, results of operations or financial condition of Parent and its subsidiaries taken as a whole, except for liabilities (i) provided for in the Parent Balance Sheet, or (ii) incurred since the date of the Parent Balance Sheet in the ordinary course of business consistent with past practices and immaterial liabilities incurred in the aggregateconnection with this Agreement. (c) Parent has heretofore furnished to the Company a complete and correct copy of any amendments or modifications, which have not yet been filed with the SEC but which are required to be filed, to agreements, documents or other instruments which previously had been filed by Parent with the SEC pursuant to the Securities Act or the Exchange Act.

SEC Filings; Parent Financial Statements. (a) Parent has filed all forms, reports and documents Parent has been required to file be filed with the SEC since January 1, 19982003, and has made available to the Company such forms, reports and documents in the form filed with the SEC. All such required forms, reports reports, and documents (including those that Parent may file subsequent to the date hereof) are referred to herein as the "PARENT SEC REPORTS." As of their respective dates, the Parent SEC Reports (i) were prepared in all material respects in accordance with the requirements of the Securities Act of 1933 ("Securities Act") or the Exchange Act of 1933 ("Exchange Act"), as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent 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 therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of Parent's subsidiaries is required to file any forms, reports or other documents with the SEC. (b) Each set of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Parent SEC Reports (the "PARENT FINANCIALS"), including any Parent SEC Reports filed after the date hereof until the Closing, (i) complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, (ii) was prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as may be permitted by the SEC on Form 10-Q QSB under the Exchange Act) and (iii) fairly presented the consolidated financial position of Parent and its subsidiaries at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not, or are not expected to be, material in amount. The balance sheet of Parent contained in the Parent SEC Reports as of January 2June 30, 2000 2004 is hereinafter referred to as the "PARENT BALANCE SHEET." Except as disclosed in the Parent Financials, neither Parent nor any of its subsidiaries has any liabilities (absolute, accrued, contingent or otherwise) of a nature required to be disclosed on a balance sheet or in the related notes to the consolidated financial statements prepared in accordance with GAAP which are, individually or in the aggregate, material to the business, results of operations or financial condition of Parent and its subsidiaries taken as a whole, except liabilities (i) provided for in the Parent Balance Sheet, or (ii) incurred since the date of the Parent Balance Sheet in the ordinary course of business consistent with past practices and immaterial in the aggregate. (c) Parent has heretofore furnished to the Company a complete and correct copy of any amendments or modifications, which have not yet been filed with the SEC but which are required to be filed, to agreements, documents or other instruments which previously had been filed by Parent with the SEC pursuant to the Securities Act or the Exchange Act.

SEC Filings; Parent Financial Statements. (a) Parent has filed all forms, reports and documents Parent has been required to file with the SEC since January 1, 1998, and has furnished or made available to Company a true and complete copy of its Annual Report on Form 10-K for the Company such formsfiscal year ended March 31, reports 2000, its Quarterly Reports on Form 10-Q for the quarters ended June 30, 2000, September 30, 2000, and documents in the form December 31, 2000, and its Current Reports on Form 8-K filed with the SEC. All such required formson May 22, reports 2000, June 29, 2000, November 3, 2000, November 13, 2000, November 14, 2000 and documents December 11, 2000 (including those that Parent may file subsequent to the date hereof) are referred to herein as collectively, the "PARENT SEC REPORTS." "), which Parent filed with the Securities and Exchange Commission (the "SEC") under the Securities Exchange Act of 1934, as amended. As of their respective filing dates, (i) the Parent SEC Reports (i) were prepared complied in accordance all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Reports, and (ii) did not at none of 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 Parent SEC Reports contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. None , except to the extent corrected by a document subsequently filed by or on behalf of Parent's subsidiaries is required to file any forms, reports or other documents Parent with the SEC. (b) Each set of The consolidated financial statements (includingof Parent, in each case, any related including the notes thereto) contained , included in the Parent SEC Reports (the "PARENT FINANCIALSFINANCIAL STATEMENTS")) are complete and correct in all material respects, including any Parent SEC Reports filed after the date hereof until the Closing, (i) complied comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (ii) was have been prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as may be permitted by the SEC on Form 10-Q under of the Exchange Act) SEC), and (iii) fairly presented present the consolidated financial position of Parent and its subsidiaries at the respective dates thereof and the consolidated results of its operations and cash flows as of the respective dates and for the periods indicatedindicated therein (subject, except that in the case of the unaudited interim financial statements were or are subject statements, to normal and recurring year-end adjustments which were not, or are not expected to be, accounting adjustments). There have been no material changes in amount. The balance sheet of Parent contained Parent's accounting policies except as described in the Parent SEC Reports as of January 2, 2000 is hereinafter referred to as the "PARENT BALANCE SHEET." Except as disclosed in the Parent Financials, neither Parent nor any of its subsidiaries has any liabilities (absolute, accrued, contingent or otherwise) of a nature required to be disclosed on a balance sheet or in the related notes to the consolidated financial statements prepared in accordance with GAAP which are, individually or in the aggregate, material to the business, results of operations or financial condition of Parent and its subsidiaries taken as a whole, except liabilities (i) provided for in the Parent Balance Sheet, or (ii) incurred since the date of the Parent Balance Sheet in the ordinary course of business consistent with past practices and immaterial in the aggregateFinancial Statements. (c) Parent has heretofore furnished to the Company a complete and correct copy of any amendments or modifications, which have not yet been filed with the SEC but which are required to be filed, to agreements, documents or other instruments which previously had been filed by Parent with the SEC pursuant to the Securities Act or the Exchange Act.

SEC Filings; Parent Financial Statements. (a) Parent has filed all forms, reports reports, schedules, statements and other documents Parent has been (including all exhibits, annexes, supplements and amendments to such documents) required to file with be filed by it under the Exchange Act and the Securities Act since June 30, 2000 (collectively, including any such documents filed subsequent to the date of this Agreement, the “Parent SEC since January 1, 1998, Reports”) and Parent has made available to the Company such forms, reports and documents in the form each Parent SEC Report filed with the U.S. Securities and Exchange Commission (the “SEC”) since December 31, 2002. All such required forms, reports and documents (including those that Parent may file subsequent to the date hereof) are referred to herein as the "PARENT SEC REPORTS." As of their respective dates, the The Parent SEC Reports Reports, including any financial statements or schedules included or incorporated therein by reference, at the time they were filed, (i) were prepared complied in accordance all material respects with the requirements of the Exchange Act or the Securities Act or the Exchange Actboth, as the case may be, and the rules and regulations of the SEC thereunder applicable to such those Parent SEC Reports, Reports and (ii) did not at the time they were filed (or if amended or superseded by a not, as of their respective filing prior to the date of this Agreementdates, 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 therein or necessary in order to make the statements thereinmade in those Parent SEC Reports, in the light of the circumstances under which they were made, not misleading. None No Parent Subsidiary is subject to the periodic reporting requirements of Parent's subsidiaries the Exchange Act or is otherwise required to file any forms, reports or other documents with the SECSEC or any national securities exchange or quotation service or comparable Governmental Entity. (b) Each set of the consolidated financial statements (including, in each case, any related notes thereto) contained balance sheets included in the Parent SEC Reports (including the "PARENT FINANCIALS")related notes and schedules) fairly presented, including any in all material respects, the consolidated financial position of the Parent as of the dates set forth in those consolidated balance sheets, in each case in conformity with U.S. GAAP. Each of the consolidated statements of income and of cash flows included in the Parent SEC Reports filed after the date hereof until the Closing, (including any related notes and schedules) (i) fairly presented, in all material respects, the consolidated results of operations and cash flows, as the case may be, of the Parent and the consolidated Parent Subsidiaries for the periods set forth in those consolidated statements of income and of cash flows (subject, in the case of unaudited quarterly statements, to notes and normal year-end audit adjustments that will not be material in amount or effect), in each case in conformity with U.S. GAAP consistently applied throughout the periods indicated, and (ii) were correct and complete, and were consistent with the books and records of the Parent and the Parent Subsidiaries (which books and records were correct and complete). All of such balance sheets and statements complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, . (iic) was prepared in accordance with GAAP applied Except as and to the extent set forth on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as may be permitted by the SEC on Form 10-Q under the Exchange Act) and (iii) fairly presented the consolidated financial position balance sheet of the Parent and its subsidiaries at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not, or are not expected to be, material in amount. The balance sheet of Parent contained in the Parent SEC Reports Subsidiaries as of January 2December 31, 2000 is hereinafter referred to as 2003 including the "PARENT BALANCE SHEET." Except as disclosed in the Parent Financialsrelated notes, neither the Parent nor any of its subsidiaries Parent Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, accrued, contingent or otherwise) of a nature that would be required to be disclosed reflected on a balance sheet or in the related notes to the consolidated financial statements prepared in accordance with GAAP which are, individually or in the aggregate, material to the business, results of operations or financial condition of Parent and its subsidiaries taken as a wholeU.S. GAAP, except for liabilities (i) provided for in the Parent Balance Sheet, or (ii) obligations incurred since the date of the Parent Balance Sheet in the ordinary course of business consistent with past practices and immaterial in the aggregatebusiness. (c) Parent has heretofore furnished to the Company a complete and correct copy of any amendments or modifications, which have not yet been filed with the SEC but which are required to be filed, to agreements, documents or other instruments which previously had been filed by Parent with the SEC pursuant to the Securities Act or the Exchange Act.

SEC Filings; Parent Financial Statements. (a) Parent has filed all forms, reports and documents Parent has been required to file be filed by Parent with the SEC since January 1, 1998, and has made available to the Company such forms, reports and documents in the form filed with the SEC1999. All such required forms, reports and documents (including those that Parent may file subsequent to the date hereof) are referred to herein as the "PARENT Parent SEC REPORTS." Reports"). As of their respective datesdates (or, if amended, as of the respective dates of such amendments), Parent SEC Reports (i) were prepared complied as to form in accordance all material respects with the requirements of the Securities Act Act, or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Reports, Reports and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of Parent's subsidiaries is required to file any forms, reports or other documents with the SEC. (b) Each set of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Parent SEC Reports (the "PARENT FINANCIALSParent Financials"), including any each Parent SEC Reports Report filed after the date hereof until the Closing, (i) complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, (ii) was prepared in accordance with GAAP United States generally accepted accounting principles ("GAAP") applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as may be permitted by the SEC on Form 10-Q under the Exchange Act) and (iii) fairly presented the consolidated financial position of Parent and its subsidiaries as at the respective dates thereof and the consolidated results of its Parent's operations and cash flows for the periods indicated, except that the unaudited interim financial statements may not contain footnotes and were or are subject to normal and recurring year-end adjustments which were not, or are not expected to be, material in amountadjustments. The balance sheet of Parent contained in Parent's annual report on Form 10-K for the Parent SEC Reports as of January 2year ended December 31, 2000 1998 is hereinafter referred to as (the "PARENT BALANCE SHEET." Parent Balance Sheet"). Except as disclosed in Parent Financials or as incurred in the ordinary course of business since the date of the Parent FinancialsBalance Sheet, as of the date of this Agreement neither Parent nor any of its subsidiaries has any liabilities required under GAAP to be set forth on a balance sheet (absolute, accrued, contingent or otherwise) of a nature required to be disclosed on a balance sheet or in the related notes to the consolidated financial statements prepared in accordance with GAAP which are, individually or in the aggregate, material to the business, results of operations or financial condition of Parent and its subsidiaries taken as a whole, except liabilities (i) provided for in the Parent Balance Sheet, or (ii) incurred since the date of the Parent Balance Sheet in the ordinary course of business consistent with past practices and immaterial in the aggregate). (c) Parent has heretofore furnished to the Company a complete and correct copy of any amendments or modifications, which have not yet been filed with the SEC but which are required to be filed, to agreements, documents or other instruments which previously had been filed by Parent with the SEC pursuant to the Securities Act or the Exchange Act.

SEC Filings; Parent Financial Statements. (a) Parent has timely filed all forms, reports reports, and documents Parent has been required to file be filed by Parent with the SEC Securities and Exchange Commission (the “SEC”) since January 1, 19982003 (collectively, and has made available to the Company such forms, reports and documents in the form filed with the SEC. All such required forms, reports and documents (including those that Parent may file subsequent to the date hereof) are referred to herein as the "PARENT SEC REPORTS." As of their respective datesamended, the “Parent SEC Reports”). The Parent SEC Reports (i) at the time they were prepared 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 accordance all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Reports, Reports and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of Parent's subsidiaries is required to file any forms, reports or other documents with the SEC. (b) Each set of the consolidated financial statements of Parent (including, in each case, any related the notes thereto) contained included in the Parent SEC Reports (the "PARENT FINANCIALS"), including any Parent SEC Reports filed after the date hereof until the Closing, (i) complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, ; (ii) was prepared in accordance with GAAP applied on a consistent basis throughout the periods involved indicated (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as may be permitted by the SEC on Form 10-Q under the Exchange Act) ); and (iii) fairly presented in all material respects the consolidated financial position of Parent and its subsidiaries as at the respective dates thereof and the consolidated results of Parent’s and its subsidiaries’ operations and cash flows for the periods indicatedindicated (subject, except that in the case of unaudited interim financial statements were or are subject statements, to normal and recurring year-end adjustments which were not, or are not expected to be, material in amount. The balance sheet of Parent contained in the Parent SEC Reports as of January 2, 2000 is hereinafter referred to as the "PARENT BALANCE SHEETaudit adjustments)." Except as disclosed in the Parent Financials, neither Parent nor any of its subsidiaries has any liabilities (absolute, accrued, contingent or otherwise) of a nature required to be disclosed on a balance sheet or in the related notes to the consolidated financial statements prepared in accordance with GAAP which are, individually or in the aggregate, material to the business, results of operations or financial condition of Parent and its subsidiaries taken as a whole, except liabilities (i) provided for in the Parent Balance Sheet, or (ii) incurred since the date of the Parent Balance Sheet in the ordinary course of business consistent with past practices and immaterial in the aggregate. (c) Parent has heretofore furnished to the Company a complete and correct copy of any amendments or modifications, which have not yet been filed with the SEC but which are required to be filed, to agreements, documents or other instruments which previously had been filed by Parent with the SEC pursuant to the Securities Act or the Exchange Act.

SEC Filings; Parent Financial Statements. (a) Parent has filed all forms, reports and documents Parent has been required to file be filed with the SEC since January 1March 18, 19982004, and has made available (including by posting to the SEC’s XXXXX system) to the Company such forms, reports and documents in the form filed with the SEC. All such required forms, reports and documents (including those that Parent may file subsequent to the date hereof) are referred to herein as the "PARENT “Parent SEC REPORTSReports." ” As of their respective dates, the Parent SEC Reports (i) were prepared in accordance with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent 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 therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of Parent's subsidiaries ’s Subsidiaries is required to file any forms, reports or other documents with the SEC. As of the date hereof, to Parent’s knowledge, none of the Parent SEC Reports is the subject of ongoing SEC review or outstanding SEC comment. (b) Each set of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Parent SEC Reports (the "PARENT FINANCIALS"), including any “Parent SEC Reports filed after the date hereof until the Closing, Financials”) (i) complied as to form in all material respects with the published rules and regulations of the SEC at the time of filing with respect thereto, (ii) was prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as may be permitted by the SEC on Form 10-Q Q, Form 8-K or successor form under the Exchange Act) and (iii) fairly presented the consolidated financial position of Parent and its subsidiaries Subsidiaries at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not, or are not expected to be, material in amount. The balance sheet of Parent contained in the Parent SEC Reports as of January 2September 30, 2000 2006 is hereinafter referred to as the "PARENT BALANCE SHEET“Parent Balance Sheet." ” Except as disclosed in the Parent Financials, neither Parent nor any of its subsidiaries Subsidiaries has any liabilities (absolute, accrued, contingent or otherwise) of a nature required to be disclosed on a balance sheet or in the related notes to the consolidated financial statements prepared in accordance with GAAP which are, individually or in the aggregate, material to the business, results of operations or financial condition of Parent and its subsidiaries Subsidiaries taken as a whole, except liabilities (i) provided for in the Parent Balance Sheet, or (ii) incurred since the date of the Parent Balance Sheet in the ordinary course of business consistent with past practices and immaterial in the aggregate. (c) . Prior to the date hereof, Parent has heretofore furnished to the Company a complete and correct copy had no disputes with any of any amendments or modifications, which have not yet been filed with the SEC but which are its auditors that were required to be filed, to agreements, documents disclosed in its SEC Reports regarding accounting matters or other instruments which previously had been filed by Parent with policies during the SEC pursuant past three (3) years that required public reporting or a report to the Securities Act audit committee or the Exchange Actthat were otherwise material.

SEC Filings; Parent Financial Statements. (a) Since August 16, 1999, Parent has filed all forms, reports reports, and documents Parent has been required to file be filed by Parent with the SEC since January 1, 1998, Securities and Exchange Commission (the "SEC") pursuant to the Exchange Act and has made available to the Company such forms, reports reports, and documents in the form filed with the SEC. All such required forms, reports and documents (including those that Parent may file subsequent to the date hereofhereof until the Effective Time) are referred to herein as the "PARENT Parent SEC REPORTSReports." As of their respective filing dates, the Parent SEC Reports (i) were prepared complied or will comply in accordance all material respects with the requirements of the Securities Exchange Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Reports, Reports and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) or will not at the time they are filed contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of Parent's subsidiaries is required to file any forms, reports or other documents with the SEC. (b) Each set of the consolidated financial statements of Parent (including, in each case, any related the notes thereto) contained included in the final prospectus relating to the initial public offering of Parent Common Stock and in the Parent SEC Reports (the "PARENT FINANCIALS")Reports, including any each Parent SEC Reports Report filed after the date hereof until the ClosingEffective Time (the "Parent Financial Statements"), (i) complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, ; (ii) was prepared in accordance with GAAP applied on a consistent basis throughout the periods involved indicated (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as may be permitted by the SEC on Form 10-Q under the Exchange Act) ); and (iii) fairly presented presented, in all material respects, the consolidated financial position of Parent and its subsidiaries as at the respective dates thereof and the consolidated results of its Parent's operations and cash flows for the periods indicatedindicated (subject, except that in the case of unaudited interim financial statements were or are subject statements, to normal and recurring year-end adjustments which were not, or are not expected to be, material in amount. The balance sheet of Parent contained in the Parent SEC Reports as of January 2, 2000 is hereinafter referred to as the "PARENT BALANCE SHEET." Except as disclosed in the Parent Financials, neither Parent nor any of its subsidiaries has any liabilities (absolute, accrued, contingent or otherwise) of a nature required to be disclosed on a balance sheet or in the related notes to the consolidated financial statements prepared in accordance with GAAP which are, individually or in the aggregate, material to the business, results of operations or financial condition of Parent and its subsidiaries taken as a whole, except liabilities (i) provided for in the Parent Balance Sheet, or (ii) incurred since the date of the Parent Balance Sheet in the ordinary course of business consistent with past practices and immaterial in the aggregateaudit adjustments). (c) Parent has heretofore furnished to meets the Company a complete and correct copy "registrant requirements" provided under the SEC's General Instructions for use of any amendments or modifications, which have not yet been filed with the SEC but which are required to be filed, to agreements, documents or other instruments which previously had been filed by Parent with the SEC pursuant to the Securities Act or the Exchange ActForm S-3.

SEC Filings; Parent Financial Statements. (a) Parent has filed all forms, reports and documents Parent has been required to file be filed by Parent with the SEC since January 1, 19981997, and has made available to the Company such forms, reports and documents in the form filed with the SEC. All such required forms, reports and documents (including those that Parent may file subsequent to the date hereof) are referred to herein as the "PARENT Parent SEC REPORTSReports." As of their respective dates, the Parent SEC Reports (i) were prepared in accordance with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent 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 therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except to the extent corrected prior to the date of this Agreement by a subsequently filed Parent SEC Report. All documents required to be filed as exhibits to the Parent SEC Reports have been so filed. None of Parent's subsidiaries is required to file any forms, reports or other documents with the SEC. (b) Each set of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Parent SEC Reports (the "PARENT FINANCIALSParent Financials"), including any Parent SEC Reports filed after the date hereof until the Closing, (i) complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, (ii) was prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as may be permitted by the SEC on Form 101O-Q Q, 8-K or any successor form under the Exchange Act) and (iii) fairly presented in all material respects the consolidated financial position of Parent and its subsidiaries as at the respective dates thereof and the consolidated results of its Parent's operations and cash flows for the periods indicated, except that the unaudited interim financial statements may not contain footnotes and were or are subject to normal and recurring year-end adjustments which were not, or are not expected to be, material in amountadjustments. The audited balance sheet of Parent contained in the Parent SEC Reports as of January 2December 31, 2000 1998 is hereinafter referred to as the "PARENT BALANCE SHEETParent Balance Sheet." Except as disclosed in the Parent Financials, since the date of the Parent Balance Sheet neither Parent nor any of its subsidiaries has any liabilities required under GAAP to be set forth on a balance sheet (absolute, accrued, contingent or otherwise) of a nature required to be disclosed on a balance sheet or in the related notes to the consolidated financial statements prepared in accordance with GAAP which are, individually or in the aggregate, material to the business, results of operations or financial condition of Parent and its subsidiaries taken as a whole, except for liabilities (i) provided for in the Parent Balance Sheet, or (ii) incurred since the date of the Parent Balance Sheet in the ordinary course of business consistent with past practices and immaterial liabilities incurred in the aggregateconnection with this Agreement. (c) Parent has heretofore furnished to the Company a complete and correct copy of any amendments or modifications, which have not yet been filed with the SEC but which are required to be filed, to agreements, documents or other instruments which previously had been filed by Parent with the SEC pursuant to the Securities Act or the Exchange Act.

SEC Filings; Parent Financial Statements. (a) Since May 18, 2007, Parent has filed all forms, reports and documents Parent has been required to file be filed by Parent with the SEC since January 1, 1998, and Parent has made available to the Company Holdings such forms, reports and documents in the form filed with the SEC. All such required forms, reports and documents (including those that Parent may file subsequent to the date hereofhereof and on or before the Closing Date) are referred to herein as the "PARENT “Parent SEC REPORTSReports." ” As of their respective dates, the Parent SEC Reports (i) were prepared in accordance with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Reports, and (ii) did not at the time they were filed (or and if subsequently amended or superseded by a filing prior to the date of this Agreement, then on the date of such subsequent filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of Parent's subsidiaries ’s Subsidiaries is required to file any forms, reports or other documents with the SEC. (b) Each set of the consolidated financial statements statements, as amended or restated, (including, in each case, any related notes thereto) contained in the Parent SEC Reports (the "PARENT FINANCIALS"“Parent Financials”), including any each Parent SEC Reports Report filed after the date hereof until the Closing, (i) complied (or will comply) as to form in all material respects with the published rules and regulations of the SEC with respect thereto, (ii) was prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as may be permitted by the SEC on requirements of Form 10-Q or Form 8-K or any successor form under the Exchange Act) and (iii) fairly presented (or will fairly present) the consolidated financial position of Parent and its subsidiaries Subsidiaries as at the respective dates thereof and the consolidated results of its operations and Parent’s operations, cash flows and shareholders’ equity for the periods indicated, except that the unaudited interim financial statements were may not contain all the footnotes required by GAAP for audited statements and were, are or are will be subject to normal and recurring year-end adjustments which were not, or are that will not expected to be, material in amount. The balance sheet of Parent contained in the Parent SEC Reports as of January 2, 2000 is hereinafter referred to as the "PARENT BALANCE SHEET." Except as disclosed in the Parent Financials, neither Parent nor any of its subsidiaries has any liabilities (absolute, accrued, contingent or otherwise) of a nature required to be disclosed on a balance sheet or in the related notes to the consolidated financial statements prepared in accordance with GAAP which arematerial, individually or in the aggregate, material to the business, results of operations or financial condition of Parent and its subsidiaries taken as a whole, except liabilities (i) provided for in the Parent Balance Sheet, or (ii) incurred since the date of the Parent Balance Sheet in the ordinary course of business consistent with past practices and immaterial in the aggregate. (c) Parent has heretofore furnished is in compliance in all material respects with the provisions of the Xxxxxxxx-Xxxxx Act that are applicable to Parent, and any related rules and regulations promulgated by the SEC. Parent’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) and internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) are effective in all material respects. The certificates of the Chief Executive Officer and Chief Financial Officer of Parent required by Rules 13a-14 and 15d-14 of the Exchange Act or 18 U.S.C. Section 1350 (Section 906 of the Xxxxxxxx-Xxxxx Xxx) with respect to the Company a complete Parent SEC Reports, as applicable, were true and correct copy in all material respects as of any amendments or modifications, which have not yet been filed with the SEC but which are required to be filed, to agreements, documents or other instruments which previously had been filed by their respective dates. (d) Parent with the SEC pursuant to is a “well-known seasoned issuer” as defined in Rule 405 under the Securities Act or the Exchange Act(a “WKSI”).

SEC Filings; Parent Financial Statements. (a) Since October 1, 2003, Parent has filed all forms, reports and documents Parent has been required to file or furnished with the SEC since January 1, 1998, and has made available to the Company such all material forms, reports and documents in the form filed with the SEC. All such required formsstatements, reports and documents (including those that all exhibits, amendments and supplements thereto) required to be filed by it under each of the Securities Act, the Exchange Act and the respective rules and regulations thereunder, all of which complied in all material respects with all applicable requirements of the appropriate act and the rules and regulations thereunder. (b) Parent may file subsequent has previously made available or delivered to the Company or the Shareholders copies of its (a) Annual Reports on Form 10-KSB for the fiscal year ended September 30, 2006, and for the immediately preceding fiscal year, as filed with the SEC, (b) Quarterly Report on Form 10-QSB for the quarter ended December 31, 2006, (c) proxy and information statements relating to (i) all meetings of its shareholders (whether annual or special) and (ii) any actions by written consent in lieu of a shareholders’ meeting from October 1, 2003, until the date hereof, and (d) are all other reports, including quarterly reports, or registration statements filed by Parent with the SEC since October 1, 2003 (other than Registration Statements filed on Form S-8) (the documents referred to herein in clauses (a), (b) (c) and (d), including the exhibits thereto, collectively referred to as the "PARENT “Parent SEC REPORTSReports”)." (c) As of their respective datesdates (as updated by any amendments thereto), the Parent SEC Reports (i) were prepared in accordance with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent 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 any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of Parent's subsidiaries is required to file any forms, reports or other documents with the SEC. (bd) Each set of The audited consolidated financial statements and unaudited interim consolidated financial statements of Parent included in such reports (includingcollectively, in each case, any related notes theretothe “Parent Financial Statements”) contained in the Parent SEC Reports (the "PARENT FINANCIALS"), including any Parent SEC Reports filed after the date hereof until the Closing, (i) complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, (ii) was have been prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated therein or in the notes thereto or, in the case of unaudited interim financial statements, as may be permitted by the SEC on Form 10-Q under the Exchange Actthereto) and (iii) fairly presented present in all material respects the consolidated financial position of Parent and its subsidiaries at Subsidiaries as of the respective dates thereof and the consolidated results of its their operations and cash flows for the periods indicatedthen ended, except that subject, in the case of the unaudited interim financial statements were or are subject statements, to normal and recurring year-end and audit adjustments which were notand any other adjustments described therein. (e) Parent maintains accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorization, or (ii) transactions are not expected recorded as necessary to be, material in amount. The balance sheet permit preparation of the consolidated financial statements of Parent contained in accordance with GAAP and to maintain asset accountability, (iii) access to Parent’s assets is permitted only in accordance with management’s general or specific authorization, and (iv) assets are reconciled at reasonable intervals and appropriate action is taken with respect to any Material differences. (f) The Chief Executive Officer and the principal financial officer of Parent SEC Reports as have signed, and the Company has furnished to the SEC, all certifications required by Section 906 of January 2, 2000 is hereinafter referred the Xxxxxxxx-Xxxxx Act of 2002; such certifications contain no qualifications or exceptions to as the "PARENT BALANCE SHEET." Except as disclosed in the Parent Financials, matters certified therein and have not been modified or withdrawn; and neither Parent nor any of its subsidiaries officers has received notice from any liabilities (absoluteGovernmental Authority questioning or challenging the accuracy, accruedcompleteness, contingent form or otherwise) manner of a nature required to be disclosed on a balance sheet filing or in the related notes to the consolidated financial statements prepared in accordance with GAAP which are, individually or in the aggregate, material to the business, results submission of operations or financial condition of Parent and its subsidiaries taken as a whole, except liabilities (i) provided for in the Parent Balance Sheet, or (ii) incurred since the date of the Parent Balance Sheet in the ordinary course of business consistent with past practices and immaterial in the aggregatesuch certifications. (cg) Parent has heretofore furnished delivered to the Company a complete and correct copy accurate copies of notices received from its independent auditor prior to the date hereof of any amendments significant deficiencies or modifications, which have not yet been filed with material weaknesses in Parent’s internal control over financial reporting for the SEC but which are required to be filed, to agreements, documents past five (5) fiscal years and any other management letter or other instruments which previously had been filed by Parent with similar correspondence from any independent auditor of the SEC pursuant Company or any of its Subsidiaries received during the past five (5) fiscal years and prior to the Securities Act or the Exchange Actdate hereof.

SEC Filings; Parent Financial Statements. (a) Parent has filed all forms, reports and documents Parent has been required to file be filed by Parent with the SEC since January 1, 1998the effective date of the registration statement of Parent's initial public offering, and has made available to the Company such forms, reports and documents in the form filed with the SEC. All such required forms, reports and documents (including those that Parent may file subsequent to the date hereof) are referred to herein as the "PARENT Parent SEC REPORTSReports." As of their respective dates, the Parent SEC Reports (i) were prepared in accordance with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent 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 therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except to the extent corrected prior to the date of this Agreement by a subsequently filed Parent SEC Report. None of Parent's subsidiaries is required to file any forms, reports or other documents with the SEC. (b) Each set of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Parent SEC Reports (the "PARENT FINANCIALSParent Financials"), including any Parent SEC Reports filed after the date hereof until the Closing, (i) complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, (ii) was prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as may be permitted by the SEC on Form 10-Q Q, 8-K or any successor form under the Exchange Act) and (iii) fairly presented the consolidated financial position of Parent and its subsidiaries as at the respective dates thereof and the consolidated results of its Parent's operations and cash flows for the periods indicated, except that the unaudited interim financial statements may not contain footnotes and were or are subject to normal and recurring year-end adjustments which were not, or are not expected to be, material in amountadjustments. The balance sheet of Parent contained in the Parent SEC Reports as of January 2June 30, 2000 2001 is hereinafter referred to as the "PARENT BALANCE SHEETParent Balance Sheet." " (c) Except as disclosed in the Parent Financials, since the date of the Parent Balance Sheet, neither Parent nor any of its subsidiaries has any liabilities required under GAAP to be set forth on a balance sheet (absolute, accrued, contingent or otherwise) of a nature required to which would reasonably be disclosed on a balance sheet or in the related notes to the consolidated financial statements prepared in accordance with GAAP which areexpected, individually or in the aggregate, material to the business, results of operations or financial condition of Parent and its subsidiaries taken as have a wholeMaterial Adverse Effect on Parent, except for liabilities (i) provided for in the Parent Balance Sheet, or (ii) incurred since the date of the Parent Balance Sheet in the ordinary course of business consistent with past practices and immaterial liabilities incurred in the aggregateconnection with this Agreement. (cd) Parent has heretofore furnished to the Company a complete and correct copy of any amendments or modifications, which have not yet been filed with the SEC but which are required to be filed, to agreements, documents or other instruments which previously had been filed by Parent with the SEC pursuant to the Securities Act or the Exchange Act.

SEC Filings; Parent Financial Statements. (a) Since January 1, 2001, Parent has filed all forms, reports and documents Parent has been required to file be filed by Parent with the SEC since January 1, 1998SEC, and has made available to the Company such forms, reports and documents in the form filed with the SECSEC (if and to the extent such forms, reports and documents are not available on XXXXX). All such required forms, reports and documents (including those that Parent may file subsequent to the date hereof) are referred to herein as the "PARENT “Parent SEC REPORTSReports." ” As of their respective dates, the Parent SEC Reports (i) were prepared in accordance with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Reports, and (ii) did not at the time they were filed (or if subsequently amended or superseded by a filing prior to the date of this Agreement, then on the date of such subsequent filing) contain any untrue statement of a material fact or omit to state a material fact required Table of Contents to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of Parent's ’s subsidiaries is required to file any forms, reports or other documents with the SEC. (b) Each set of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Parent SEC Reports (the "PARENT FINANCIALS"“Parent Financials”), including any Parent SEC Reports filed after the date hereof until the Closing, (i) complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, (ii) was prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as may be permitted by the SEC on Form 101O-Q Q, 8-K or any successor form under the Exchange Act) and (iii) fairly presented the consolidated financial position of Parent and its subsidiaries as at the respective dates thereof and the consolidated results of its Parent’s operations and cash flows for the periods indicated, except that the unaudited interim financial statements may not contain footnotes and were or are subject to normal and recurring year-end adjustments which were not, or are not expected to be, material in amountadjustments. The balance sheet of Parent contained in the Parent SEC Reports as of January 2June 30, 2000 2004 is hereinafter referred to as the "PARENT BALANCE SHEET“Parent Balance Sheet." ” Except as disclosed in the Parent Financials, since the date of the Parent Balance Sheet neither Parent nor any of its subsidiaries has any liabilities (absolute, accrued, contingent or otherwise) of a nature required under GAAP to be disclosed set forth on a balance sheet or in the related notes to the consolidated financial statements prepared in accordance with GAAP which are, individually or in the aggregate, material to the business, results of operations or financial condition of Parent and its subsidiaries taken as a whole, except for liabilities (i) provided for in the Parent Balance Sheet, or (ii) incurred since the date of the Parent Balance Sheet in the ordinary course of business consistent with past practices and immaterial liabilities incurred in the aggregateconnection with this Agreement. (c) Parent has heretofore furnished is in compliance in all material respects with all effective provisions of the Xxxxxxxx-Xxxxx Act that are applicable to Parent, and any related rules and regulations promulgated by the Company SEC, and is diligently making preparations to comply on a complete timely basis with all other provisions of the Xxxxxxxx-Xxxxx Act, as they become effective and correct copy of any amendments or modifications, which have not yet been filed with the SEC but which are required applicable to be filed, to agreements, documents or other instruments which previously had been filed by Parent with the SEC pursuant to the Securities Act or the Exchange ActParent.

SEC Filings; Parent Financial Statements. (a) Parent has filed all forms, reports reports, and documents Parent has been required to file be filed with the SEC since January 1, 1998, 1999 and has made available to the Company such formsCompany, reports and documents in the form filed with the SEC, (i) its Annual Reports on Form 10-K for the fiscal years ended December 31, 2000, 2001 and 2002, (ii) its Quarterly Reports on Form 10-Q for the periods ended March 31 and June 30, 2003, (iii) all proxy statements relating to Parent's meetings of stockholders (whether annual or special) held since January 1, 2000, (iv) all information statements relating to stockholder actions since January 1, 2000, (v) all other reports or registration statements filed by Parent with the SEC since January 1, 2000 (including the Form 8-K filed by Parent on October 21, 2003), and (vi) all amendments and supplements to all such reports, proxy statements, information statements, and registration statements filed by Parent with the SEC; and Parent will make available to the Company in the form filed with the SEC, as soon as practicable, its Quarterly Report on Form 10-Q for the period ended September 30, 2003. All such required forms, reports and documents (including those that Parent may file subsequent to enumerated in clauses (i) through (vi) of the date hereofpreceding sentence and Parent's September 30, 2003 Form 10-Q, when filed) are referred to herein as the "PARENT Parent SEC REPORTSReports." ------------------ As of their respective dates, the Parent SEC Reports (i) were prepared in accordance with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Reports, Reports and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of Parent's subsidiaries is required to file any forms, reports or other documents with the SEC. (b) Each set of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Parent SEC Reports (the "PARENT FINANCIALSParent Financials"), including any Parent SEC Reports filed after the date ------------------- hereof until the Closing, (ix) complied or will comply as to form in all material respects with the published rules and regulations of the SEC with respect EXECUTION COPY thereto, (iiy) was or will be prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto orthereto), in the case of unaudited interim financial statements, as may be permitted by the SEC on Form 10-Q under the Exchange Act) and (iiiz) fairly presented or will fairly present the consolidated financial position of Parent and its subsidiaries as at the respective dates thereof and the consolidated results of its operations operations, cash flows, and cash flows changes in stockholders' equity (if presented) for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not, not or are not expected to be, be material in amount. The unaudited balance sheet of Parent as of September 30, 2003 contained in the Parent SEC Reports as of January 2, 2000 is hereinafter referred to as the "PARENT BALANCE SHEET." Except as disclosed in the Parent Financials, neither Parent nor any of its subsidiaries has any liabilities (absolute, accrued, contingent or otherwise) of a nature required to be disclosed on a balance sheet or in the related notes to the consolidated financial statements prepared in accordance with GAAP which are, individually or in the aggregate, material to the business, results of operations or financial condition of Parent and its subsidiaries taken as a whole, except liabilities (i) provided for in the Parent Balance Sheet, or (ii) incurred since the date of the Parent Balance Sheet in the ordinary course of business consistent with past practices and immaterial in the aggregate." -------------------- (c) Parent has heretofore furnished to the Company a complete and correct copy of any amendments or modifications, which have not yet been filed with the SEC but which are required to be filed, to agreements, documents documents, or other instruments which previously had been filed by Parent with the SEC pursuant to the Securities Act or the Exchange Act.

SEC Filings; Parent Financial Statements. (a) Parent has filed all forms, reports and documents Parent has been required to file with the SEC since January 1, 1998, and has made available to furnished the Company such formstrue and correct copies of its Annual Report on Form 10-K for the year ended December 31, reports 1999 and documents in its Quarterly Reports on Form 10-Q for the form quarter ended March 31, 2000 and its definitive Proxy Statement dated May 2, 2000, each as filed with the Securities and Exchange Commission ("SEC. All such required forms") under the Securities Exchange Act of 1934, reports and documents as amended (including those that Parent may file subsequent to the date hereof"Exchange Act") are (all of the foregoing being collectively referred to herein as the "PARENT SEC REPORTS." Documents"). As of their respective filing dates, the Parent SEC Reports (i) were prepared Documents complied in accordance all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the applicable rules and regulations of the SEC thereunder applicable to such Parent SEC Reportsthereunder, and (ii) did not at none of 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 SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under in which they were made, not misleading, except to the extent corrected by a document subsequently filed with the SEC prior to the date hereof or the Effective Time and delivered to the Company (or which will be delivered to the Company prior to the Effective Time). None The financial statements of Parent's subsidiaries is required to file any forms, reports or other documents with including the SEC. (b) Each set of consolidated financial statements (including, in each case, any related notes thereto) contained , included in the Parent SEC Reports Documents (the "PARENT FINANCIALSParent Financial Statements"), including any Parent SEC Reports filed after the date hereof until the Closing, (i) complied comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, (ii) was have been prepared in accordance with GAAP consistently applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as may be permitted by the SEC on Form 10-Q under of the Exchange ActSEC) and (iii) present fairly presented the consolidated financial position of Parent and its subsidiaries at the respective dates thereof and the of its consolidated results of its operations and cash flows for the periods indicatedthen ended (subject, except that in the case of unaudited interim statements, to normal, recurring audit adjustments) and there has been no material adverse change in the financial statements were or are subject to normal and recurring year-end adjustments which were not, or are not expected to be, material in amount. The balance sheet results of Parent contained in the Parent SEC Reports as of January 2, 2000 is hereinafter referred to as the "PARENT BALANCE SHEET." Except as disclosed in the Parent Financials, neither Parent nor any of its subsidiaries has any liabilities (absolute, accrued, contingent or otherwise) of a nature required to be disclosed on a balance sheet or in the related notes to the consolidated financial statements prepared in accordance with GAAP which are, individually or in the aggregate, material to the business, results of operations or financial condition of Parent and its subsidiaries taken as a whole, except liabilities (i) provided for in the Parent Balance Sheet, or (ii) incurred since the date of release of Parent's earnings for the Parent Balance Sheet in the ordinary course of business consistent with past practices and immaterial in the aggregatequarter ended June 30, 2000. (c) Parent has heretofore furnished to the Company a complete and correct copy of any amendments or modifications, which have not yet been filed with the SEC but which are required to be filed, to agreements, documents or other instruments which previously had been filed by Parent with the SEC pursuant to the Securities Act or the Exchange Act.

SEC Filings; Parent Financial Statements. (a) Parent has filed all forms, reports and documents Parent has been required to file be filed by Parent with the SEC since January 1, 1998, 2001 and has made available to the Company such forms, reports and documents in the form filed with the SEC. All such required forms, reports and documents (including those that Parent may file subsequent to the date hereof) are referred to herein as the "PARENT Parent SEC REPORTSReports." As of their respective dates, the Parent SEC Reports (i) were prepared in accordance with the requirements of the Securities Act Act, or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Reports, Reports and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreementhereof, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact or disclose any matter or proceeding required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None Each of Parent's subsidiaries is required to file any forms, reports or other documents with the SEC. (b) Each set of consolidated financial statements (including, in each case, any related notes thereto) contained in the Parent SEC Reports (the "PARENT FINANCIALSParent Financial Statements"), including any Parent SEC Reports filed after the date hereof until the Closing(i) was prepared in accordance with GAAP, (iii) complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, (iiiii) was prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto orand, in the case of unaudited interim financial statements, as may be permitted by the SEC on Form 10-Q Q, Form 8-K or any similar or successor form under the Exchange Act) and (iiiiv) fairly presented the consolidated financial position of Parent and its subsidiaries at Subsidiaries as of the respective dates thereof and the consolidated results of its Parent's operations and cash flows for the periods indicated, except that the unaudited interim financial statements may not contain footnotes and were or are subject to normal and recurring year-end adjustments which were not, or are not expected to be, material in amount. The balance sheet of Parent contained in the Parent SEC Reports as of January 2, 2000 is hereinafter referred to as the "PARENT BALANCE SHEETadjustments." Except as disclosed in the Parent Financials, neither Parent nor any of its subsidiaries has any liabilities (absolute, accrued, contingent or otherwise) of a nature required to be disclosed on a balance sheet or in the related notes to the consolidated financial statements prepared in accordance with GAAP which are, individually or in the aggregate, material to the business, results of operations or financial condition of Parent and its subsidiaries taken as a whole, except liabilities (i) provided for in the Parent Balance Sheet, or (ii) incurred since the date of the Parent Balance Sheet in the ordinary course of business consistent with past practices and immaterial in the aggregate. (c) Parent has heretofore furnished to the Company a complete and correct copy of any amendments or modifications, which have not yet been filed with the SEC but which are required to be filed, to agreements, documents or other instruments which previously had been filed by Parent with the SEC pursuant to the Securities Act or the Exchange Act.

SEC Filings; Parent Financial Statements. (a) Parent Peregrine has filed all forms, reports reports, and documents Parent has been required to file be filed by Peregrine with the SEC since January 1Securities and Exchange Commission (the "SEC") under the Securities Exchange Act of 1934, 1998, and has made available to as amended (the Company such forms, reports and documents in the form filed with the SEC"Exchange Act"). All such required forms, reports and documents (including those that Parent may file subsequent to the date hereof) are referred to herein as the "PARENT Peregrine SEC REPORTSReports." As of their respective dates, the Parent SEC Reports (i) were prepared in accordance with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Reports, and (ii) did not at the time they were filed filing dates (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), the Peregrine SEC Reports (i) complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC thereunder applicable to such Peregrine SEC Reports and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of Parent's subsidiaries is required to file any forms, reports or other documents with the SEC. (b) Each set As of their respective dates (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), each of the consolidated financial statements of Peregrine (including, in each case, any related the notes thereto) contained ), included in the Parent Peregrine SEC Reports (the "PARENT FINANCIALSPeregrine Financial Statements"), including any Parent SEC Reports filed after the date hereof until the Closing, (i) complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, ; (ii) was prepared in accordance with GAAP generally accepted accounting principles ("GAAP") applied on a consistent basis throughout the periods involved indicated (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as may be permitted by the SEC on Form 10-Q under the Exchange Act) ); and (iii) fairly presented the consolidated financial position of Parent Peregrine and its subsidiaries as at the respective dates thereof and the consolidated results of its Peregrine's operations and cash flows for the periods indicatedindicated (subject, except that in the case of unaudited interim financial statements were or are subject statements, to normal and recurring year-end adjustments which were not, or are not expected to be, material audit adjustments). There has been no change in amount. The balance sheet of Parent contained Peregrine's accounting policies except as described in the Parent SEC Reports as of January 2, 2000 is hereinafter referred to as the "PARENT BALANCE SHEET." Except as disclosed in the Parent Financials, neither Parent nor any of its subsidiaries has any liabilities (absolute, accrued, contingent or otherwise) of a nature required to be disclosed on a balance sheet or in the related notes to the consolidated financial statements prepared in accordance with GAAP which are, individually or in the aggregate, material to the business, results of operations or financial condition of Parent and its subsidiaries taken as a whole, except liabilities (i) provided for in the Parent Balance Sheet, or (ii) incurred since the date of the Parent Balance Sheet in the ordinary course of business consistent with past practices and immaterial in the aggregatePeregrine Financial Statements. (c) Parent has heretofore furnished to the Company a complete and correct copy of any amendments or modifications, which have not yet been filed with the SEC but which are required to be filed, to agreements, documents or other instruments which previously had been filed by Parent with the SEC pursuant to the Securities Act or the Exchange Act.

SEC Filings; Parent Financial Statements. (a) Except as set forth in Section 4.7(a) of the Parent has Disclosure Letter, Parent and each Parent Subsidiary have filed all forms, reports reports, schedules, statements and documents Parent has been required to file be filed with the SEC by Parent or such Parent Subsidiary since January 1, 19982000 (such documents, as supplemented and amended, the "Parent SEC Reports"), each of which has made available to the Company such forms, reports and documents complied in the form filed all material respects with the SEC. All such required forms, reports and documents (including those that Parent may file subsequent to the date hereof) are referred to herein as the "PARENT SEC REPORTS." As of their respective dates, the Parent SEC Reports (i) were prepared in accordance with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated thereunder and the Exchange Act and the rules and regulations promulgated thereunder, each as in effect on the date so filed (and, in the case of registration statements and proxy statements, on the SEC thereunder applicable to such dates of effectiveness and the dates of mailing, respectively, and in the case of any Parent SEC Reports, and (ii) did not at the time they were filed (or if Reports amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing). Except as set forth in Section 4.7(a) of the Parent Disclosure Letter, none of the Parent SEC Reports (including any financial statements or schedules included or incorporated by reference therein) contained when filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and in the case of any Parent SEC Reports amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing) contain any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein (or incorporated by reference therein) or necessary in order to make the statements therein (or incorporated by reference therein), in the light of the circumstances under which they were made, not misleading. None The principal executive officer of Parent and the principal financial officer of Parent (and each former principal executive officer of Parent and each former principal financial officer of Parent's subsidiaries is , as applicable) have made the certifications required to file any formsby Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act, reports or other documents with and the SEC. (b) Each set of consolidated financial statements (including, in each case, any related notes thereto) contained in the Parent SEC Reports (the "PARENT FINANCIALS"), including any Parent SEC Reports filed after the date hereof until the Closing, (i) complied as to form in all material respects with the published rules and regulations of the SEC promulgated thereunder with respect to Parent's filings pursuant to the Exchange Act. For purposes of the preceding sentence, "principal executive officer" and "principal financial officer" shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act. (b) Except as set forth in Section 4.7(b) of the Parent Disclosure Letter or as disclosed in the Parent SEC Reports filed on or before the date of this Agreement, all of the financial statements included in the Parent SEC Reports filed on or before the date of this Agreement, in each case, including any related notes thereto, as filed with the SEC (ii) was collectively, the "Parent Financial Statements"), have been prepared in all material respects in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as may be permitted by the SEC on Form 10-Q under of the Exchange ActSEC and subject, in the case of such unaudited statements, to normal, recurring adjustments that would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect) and (iii) fairly presented present in all material respects the consolidated financial position of Parent and its subsidiaries the Parent Subsidiaries at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated. (c) Except as set forth in Section 4.7(c) of the Parent Disclosure Letter, except that there are no liabilities of Parent or any of the unaudited interim financial statements were Parent Subsidiaries of any kind whatsoever, whether or are subject to normal not accrued and recurring year-end adjustments which were notwhether or not contingent or absolute, other than (i) liabilities disclosed or are not expected to be, material provided for in amount. The the consolidated balance sheet of Parent contained and the Parent Subsidiaries at December 31, 2002, including the notes thereto, and liabilities incurred in the ordinary course of business since December 31, 2002, (ii) liabilities disclosed in the Parent SEC Reports as filed on or before the date of January 2this Agreement, 2000 is hereinafter referred (iii) liabilities incurred on behalf of Parent in connection with this Agreement and the contemplated Merger, and (iv) liabilities that would not reasonably be expected to as the "PARENT BALANCE SHEET." Except as disclosed in the Parent Financials, neither Parent nor any of its subsidiaries has any liabilities (absolute, accrued, contingent or otherwise) of a nature required to be disclosed on a balance sheet or in the related notes to the consolidated financial statements prepared in accordance with GAAP which arehave, individually or in the aggregate, material to the business, results of operations or financial condition of a Parent and its subsidiaries taken as a whole, except liabilities (i) provided for in the Parent Balance Sheet, or (ii) incurred since the date of the Parent Balance Sheet in the ordinary course of business consistent with past practices and immaterial in the aggregateMaterial Adverse Effect. (c) Parent has heretofore furnished to the Company a complete and correct copy of any amendments or modifications, which have not yet been filed with the SEC but which are required to be filed, to agreements, documents or other instruments which previously had been filed by Parent with the SEC pursuant to the Securities Act or the Exchange Act.

SEC Filings; Parent Financial Statements. (a) Parent has filed all forms, reports and documents Parent has been required to file be filed with the SEC since January 1August 31, 19981999, and has made available to the Company such forms, reports and documents in the form filed with the SEC. All such required forms, reports reports, and documents (including those that Parent may file subsequent to the date hereof) are referred to herein as the "PARENT SEC REPORTS." As of their respective dates, the Parent SEC Reports (i) were prepared in all material respects in accordance with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent 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 therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of Parent's subsidiaries is required to file any forms, reports or other documents with the SEC. (b) Each set of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Parent SEC Reports (the "PARENT FINANCIALS"), including any Parent SEC Reports filed after the date hereof until the Closing, (i) complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, (ii) was prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as may be permitted by the SEC on Form 10-Q QSB under the Exchange Act) and (iii) fairly presented the consolidated financial position of Parent and its subsidiaries at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not, or are not expected to be, material in amount. The balance sheet of Parent contained in the Parent SEC Reports as of January 2May 31, 2000 is hereinafter referred to as the "PARENT BALANCE SHEET." Except as disclosed in the Parent Financials, neither Parent nor any of its subsidiaries has any liabilities (absolute, accrued, contingent or otherwise) of a nature required to be disclosed on a balance sheet or in the related notes to the consolidated financial statements prepared in accordance with GAAP which are, individually or in the aggregate, material to the business, results of operations or financial condition of Parent and its subsidiaries taken as a whole, except liabilities (i) provided for in the Parent Balance Sheet, or (ii) incurred since the date of the Parent Balance Sheet in the ordinary course of business consistent with past practices and immaterial in the aggregate. (c) Parent has heretofore furnished to the Company Schedule 3.5(a) sets forth a complete and correct copy of any amendments or modifications, which have not yet been filed with the SEC but which are required to be filed, to agreements, documents or other instruments which previously had been filed by Parent with the SEC pursuant to the Securities Act or the Exchange Act.

SEC Filings; Parent Financial Statements. (a) Parent has filed all forms, reports and documents Parent has been required to file be filed with the SEC since January 1, 1998, the initial filing date of the registration statement for Parent's initial public offering and has made available to the Company such forms, reports and documents in the form filed with the SEC. All such required forms, reports and documents (including those that Parent may file subsequent to the date hereof) are referred to herein as the "PARENT Parent SEC REPORTSReports." As of their respective dates, the Parent SEC Reports (i) were prepared in accordance with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent 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 therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of Parent's subsidiaries is required to file any forms, reports or other documents with the SEC. (b) Each set of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Parent SEC Reports (the "PARENT FINANCIALSParent Financials"), including any Parent SEC Reports filed after the date hereof until the Closing, (i) complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, (ii) was prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as may be permitted by the SEC on Form 10-Q under the Exchange Act) and (iii) fairly presented the consolidated financial position of Parent and its subsidiaries at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not, or are not expected to be, material in amount. The balance sheet of Parent contained in the Parent SEC Reports as of January 2June 30, 2000 is hereinafter referred to as the "PARENT BALANCE SHEETParent Balance Sheet." Except as disclosed in the Parent Financials, neither Parent nor any of its subsidiaries has any liabilities (absolute, accrued, contingent or otherwise) of a nature required to be disclosed on a balance sheet or in the related notes to the consolidated financial statements prepared in accordance with GAAP which are, individually or in the aggregate, material to the business, results of operations or financial condition of Parent and its subsidiaries taken as a whole, except liabilities (i) provided for in the Parent Balance Sheet, or (ii) incurred since the date of the Parent Balance Sheet in the ordinary course of business consistent with past practices and immaterial in the aggregatewhich would not reasonably be expected to have a Material Adverse Effect on Parent. (c) Parent has heretofore furnished to the Company a complete and correct copy of any amendments or modifications, which have not yet been filed with the SEC but which are will be required to be filed, to agreements, documents or other instruments which previously had been filed by Parent with the SEC pursuant to the Securities Act or the Exchange Act.

SEC Filings; Parent Financial Statements. (a) Parent has filed all forms, reports reports, schedules, statements and other documents Parent has been (including all exhibits, annexes, supplements and amendments to such documents) required to file with be filed by it under the Exchange Act and the Securities Act since August 10, 2000 (collectively, including any such documents filed subsequent to the date of this Agreement, the "PARENT SEC since January 1, 1998, REPORTS") and Parent has made available to the Company such forms, reports and documents in the form each Parent SEC Report filed with the SEC. All such required forms, reports and documents (including those that Parent may file subsequent to the date hereof) are referred to herein as the "PARENT SEC REPORTS." As of their respective dates, the The Parent SEC Reports Reports, including any financial statements or schedules included or incorporated therein by reference, at the time they were filed, (i) were prepared complied in accordance all material respects with the requirements of the Exchange Act or the Securities Act or the Exchange Actboth, as the case may be, and the rules and regulations of the SEC thereunder applicable to such those Parent SEC Reports, Reports and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements thereinmade in those Parent SEC Reports, in the light of the circumstances under which they were made, not misleading. None No Parent Subsidiary is subject to the periodic reporting requirements of Parent's subsidiaries the Exchange Act or is otherwise required to file any forms, reports or other documents with the SECSEC or any national securities exchange or quotation service or comparable Governmental Entity. (b) Each set of the consolidated financial statements (including, in each case, any related notes thereto) contained balance sheets included in the Parent SEC Reports (including the "PARENT FINANCIALS")related notes and schedules) fairly presented, including any in all material respects, the consolidated financial position of the Parent as of the dates set forth in those consolidated balance sheets, in each case in conformity with U.S. GAAP. Each of the consolidated statements of income and of cash flows included in the Parent SEC Reports filed after (including any related notes and schedules) fairly presented, in all material respects, the date hereof until consolidated results of operations and cash flows, as the Closingcase may be, of the Parent and the consolidated Parent Subsidiaries for the periods set forth in those consolidated statements of income and of cash flows (isubject, in the case of unaudited quarterly statements, to notes and normal year-end audit adjustments that will not be material in amount or effect), in each case in conformity with U.S. GAAP) consistently applied throughout the periods indicated. All of such balance sheets and statements complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, . (iic) was prepared in accordance with GAAP applied Except as and to the extent set forth on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as may be permitted by the SEC on Form 10-Q under the Exchange Act) and (iii) fairly presented the consolidated financial position balance sheet of the Parent and its subsidiaries at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not, or are not expected to be, material in amount. The balance sheet of Parent contained in the Parent SEC Reports Subsidiaries as of January 2March 31, 2000 is hereinafter referred to as including the "PARENT BALANCE SHEET." Except as disclosed in the Parent Financialsrelated notes, neither the Parent nor any of its subsidiaries Parent Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, accrued, contingent or otherwise) of a nature that would be required to be disclosed reflected on a balance sheet or in the related notes to the consolidated financial statements prepared in accordance with GAAP which are, individually or in the aggregate, material to the business, results of operations or financial condition of Parent and its subsidiaries taken as a wholeU.S. GAAP, except for liabilities (i) provided for in the Parent Balance Sheet, or (ii) obligations incurred since the date of the Parent Balance Sheet in the ordinary course of business consistent with past practices and immaterial in the aggregatebusiness. (c) Parent has heretofore furnished to the Company a complete and correct copy of any amendments or modifications, which have not yet been filed with the SEC but which are required to be filed, to agreements, documents or other instruments which previously had been filed by Parent with the SEC pursuant to the Securities Act or the Exchange Act.

SEC Filings; Parent Financial Statements. (a) Since January 1, 2004, Parent has filed all forms, reports and documents Parent has been required to file be filed by Parent with the SEC since January 1and (if and to the extent such forms, 1998, reports and documents are not available on XXXXX) has made available to the Company such forms, reports and documents in the form filed with the SEC. All such required forms, reports and documents (including those that Parent may file subsequent to the date hereof) are referred to herein as the "PARENT SEC REPORTS." As of their respective dates, the Parent SEC Reports (i) were prepared in accordance with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Reports, and (ii) did not at the time they were filed (or if subsequently amended or superseded by a filing prior to the date of this Agreement, then on the date of such subsequent filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of Parent's subsidiaries is required to file any forms, reports or other documents with the SEC. (b) Each set of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Parent SEC Reports (the "PARENT FINANCIALS"), including any each Parent SEC Reports Report filed after the date hereof until the Closing, (i) complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, (ii) was prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as may be permitted by the SEC on requirements of Form 10-Q or Form 8-K or any successor form under the Exchange Act) and (iii) fairly presented the consolidated financial position of Parent and its subsidiaries as at the respective dates thereof and the consolidated results of its operations and Parent's operations, cash flows and shareholders' equity for the periods indicated, except that the unaudited interim financial statements may not contain all the footnotes required by GAAP for audited statements and were or are subject to normal and recurring year-end adjustments which were notthat Parent does not expect to be material, individually or are not expected to be, material in amountthe aggregate. The balance sheet of Parent contained in the Parent SEC Reports as of January 2March 31, 2000 2007 is hereinafter referred to as the "PARENT BALANCE SHEET." Except as disclosed in the Parent Financials, neither Neither Parent nor any of its subsidiaries has any liabilities (absolute, accrued, contingent or otherwise) of a nature required to be disclosed on a balance sheet or in the related notes to the consolidated financial statements prepared in accordance with GAAP which are, individually or in the aggregate, material to the business, results of operations or financial condition of Parent and its subsidiaries taken as a whole), except liabilities for (i) provided for in liabilities reflected on the Parent Balance Sheet, or (ii) liabilities incurred since the date of the Parent Balance Sheet in the ordinary course of business consistent with past practices practices, (iii) liabilities incurred in connection with this Agreement and immaterial in the aggregate(iv) liabilities that would not have a Material Adverse Effect on Parent. (c) Parent has heretofore furnished to not been notified by its independent registered public accounting firm or by the Company a complete and correct copy staff of any amendments or modifications, which have not yet been filed with the SEC but which are required to be filedthat such firm or the staff of the SEC, to agreementsas the case may be, documents or other instruments which previously had been is of the view that any financial statement included in any registration statement filed by Parent with the SEC pursuant to under the Securities Act or any periodic or current report filed by Parent under the Exchange Act should be restated, or that Parent should modify its accounting in future periods in a manner that would be materially adverse to Parent. (d) Parent is in compliance in all material respects with the provisions of the Xxxxxxxx-Xxxxx Act that are applicable to Parent, and any related rules and regulations promulgated by the SEC. Parent's disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) and internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) are effective in all material respects. Neither Parent nor, to Parent's knowledge, its independent auditors have identified (i) any significant deficiency or material weakness in Parent's internal control over financial reporting, (ii) any fraud, whether or not material, that involves Parent's management or other employees who have a role in the preparation of financial statements or Parent's internal control over financial reporting or (iii) any claim or allegation regarding any of the foregoing. Since March 31, 2007, there has not been any change in the Company's internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

SEC Filings; Parent Financial Statements. (a) Parent has filed all forms, reports and documents Parent has been required to file be filed with the SEC since January 1, 1998, and has made available to the Company such forms, reports and documents in the form filed with the SEC. All such required forms, reports and documents (including those that Parent may file subsequent to the date hereof) are referred to herein as the "PARENT Parent SEC REPORTSReports." As of their respective dates, the Parent SEC Reports (i) were prepared in accordance with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent 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 therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of Parent's subsidiaries is required to file any forms, reports or other documents with the SEC. (b) Each set of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Parent SEC Reports (the "PARENT FINANCIALSParent Financials"), including any Parent SEC Reports filed after the date hereof until the Closing, (i) complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, (ii) was prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as may be permitted by the SEC on Form 10-Q under the Exchange Act) and (iii) fairly presented the consolidated financial position of Parent and its subsidiaries at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not, or are not expected to be, material in amount. The balance sheet of Parent contained in the Parent SEC Reports as of January 2October 31, 2000 is hereinafter referred to as the "PARENT BALANCE SHEETParent Balance Sheet." Except as disclosed in the Parent Financials, neither Parent nor any of its subsidiaries has any liabilities (absolute, accrued, contingent or otherwise) of a nature required to be disclosed on a balance sheet or in the related notes to the consolidated financial statements prepared in accordance with GAAP which are, individually or in the aggregate, material to the business, results of operations or financial condition of Parent and its subsidiaries taken as a whole, except liabilities (i) provided for in the Parent Balance Sheet, or (ii) incurred since the date of the Parent Balance Sheet in the ordinary course of business consistent with past practices and immaterial in the aggregatepractices. (c) Parent has heretofore furnished to the Company a complete and correct copy of any amendments or modifications, which have not yet been filed with the SEC but which are required to be filed, to agreements, documents or other instruments which previously had been filed by Parent with the SEC pursuant to the Securities Act or the Exchange Act.

SEC Filings; Parent Financial Statements. (a) Parent has filed each report and definitive proxy statement (together with all forms, reports amendments thereof and documents Parent has been supplements thereto) required to file be filed by it with the SEC since January 1, 19982004 (as such documents have since the time of their filing been amended or supplemented, and has made available the “Parent SEC Reports”). As of the respective dates they were filed, after giving effect to the Company such forms, reports and documents in the form any amendments or supplements thereto filed with the SEC. All such required forms, reports and documents (including those that Parent may file subsequent prior to the date hereof) are referred to herein as the "PARENT SEC REPORTS." As of their respective dates, the Parent SEC Reports (i) were prepared each Parent SEC Report complied as to form in accordance all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Reports, and (ii) did not at none of 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 Parent SEC Reports contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. None To the extent required by the Securities Act or the Exchange Act, and pursuant to the rules and regulations promulgated thereunder, each Parent SEC Report contained the required disclosure of Parent's subsidiaries transactions with, or for the benefit of, any officer or director or beneficial owner of more than 5% of the Parent Common Stock. No Subsidiary of Parent is required to file any formsform, reports report or other documents document with the SECSEC or any similar Governmental Entity or any national securities exchange or quotation service. (b) Each set of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Parent SEC Reports (the "PARENT FINANCIALS"), including any “Parent SEC Reports filed after the date hereof until the Closing, (i) complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, (iiFinancial Statements”) was prepared in accordance with GAAP applied on a consistent basis throughout the periods involved indicated (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as may be permitted by the SEC on Form 10-Q under of the Exchange ActSEC) and (iii) fairly presented each presents fairly, in all material respects, the consolidated financial position position, results of operations and cash flows of Parent and its subsidiaries consolidated Subsidiaries as at the respective dates thereof and the consolidated results of its operations and cash flows for the respective periods indicatedindicated therein, except that as otherwise noted therein (subject, in the case of unaudited interim financial statements were or are subject statements, to normal and recurring year-end adjustments which were not, or are not expected to be, material in amount. The balance sheet and the absence of Parent contained in the Parent SEC Reports as of January 2, 2000 is hereinafter referred to as the "PARENT BALANCE SHEET." Except as disclosed in the Parent Financials, neither Parent nor any of its subsidiaries has any liabilities (absolute, accrued, contingent or otherwise) of a nature required to be disclosed on a balance sheet or in the related notes to the consolidated financial statements prepared in accordance with GAAP which are, individually or in the aggregate, material to the business, results of operations or financial condition of Parent and its subsidiaries taken as a whole, except liabilities (i) provided for in the Parent Balance Sheet, or (ii) incurred since the date of the Parent Balance Sheet in the ordinary course of business consistent with past practices and immaterial in the aggregatecomplete footnotes). (c) Parent has heretofore furnished to the Company a complete and correct copy of any amendments or modifications, which have not yet been filed with the SEC but which are required to be filed, to agreements, documents or other instruments which that previously had been filed by Parent with the SEC pursuant to the Securities Act or the Exchange Act. (d) Parent is in compliance with (i) the applicable provisions of SOX and (ii) the applicable listing and corporate governance rules and regulations of the American Stock Exchange. (e) Parent has (i) implemented (x) disclosure controls and procedures to ensure that material information relating to the Parent and its Subsidiaries, is made known to the management of Parent by others within those entities and (y) a system of internal control over financial reporting sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, and (ii) has disclosed, based on its most recent evaluation prior to the date hereof, to Parent’s auditors and the audit committee of the Parent’s Board of Directors (A) any significant deficiencies in the design or operation of internal controls which could adversely affect Parent’s ability to record, process, summarize and report financial data and have identified for Parent’s auditors any material weaknesses in internal controls and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the Parent’s internal controls. Parent has Made Available to the Company a summary of any such disclosure made by management to Parent’s auditors and audit committee. (f) Except as set forth in the Parent SEC Reports, since January 1, 2004, Parent has not received any oral or written notification of a “reportable condition” or “material weakness” in Parent’s internal controls (as defined in the Statements of Auditing Standards 60, as in effect on the date hereof).

SEC Filings; Parent Financial Statements. (a) Parent has timely filed all forms, reports reports, and documents Parent has been required to file be filed by Parent with the SEC since January 1, 1998, and 2003. Parent has made available to the Company such forms, reports and documents copies in the form filed with the SEC. All such required SEC of (i) Parent's Annual Report on Form 10-K for the fiscal year of Parent ended December 31, 2002, (ii) its Quarterly Reports on Form 10-Q for each of the first 3 fiscal quarters in the fiscal year of Parent ending on December 31, 2003 and (iii) all proxy statements relating to Parent's meetings of stockholders (whether annual or special) held, and all information statements relating to stockholder consents obtained, since January 1, 2003 (the forms, reports reports, registration statements and other documents (including those that Parent may file subsequent to the date hereof) are referred to herein in clauses (i), (ii) and (iii) above, as amended, collectively the "PARENT SEC REPORTS." "). As of their respective filing dates, the Parent SEC Reports (i) were prepared complied in accordance all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Reports, Reports and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of Parent's subsidiaries is required to file any forms, reports or other documents with the SEC. (b) Each set of the consolidated financial statements of Parent (including, in each case, any related the notes thereto) contained included in the Parent SEC Reports (the "PARENT FINANCIALS"), including any Parent SEC Reports filed after the date hereof until the Closing, (i) complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, ; (ii) was prepared in accordance with GAAP applied on a consistent basis throughout the periods involved indicated (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as may be permitted by the SEC on Form 10-Q under the Exchange Act) ); and (iii) fairly presented in all material respects the consolidated financial position of Parent and its subsidiaries as at the respective dates thereof and the consolidated results of Parent's and its subsidiaries' operations and cash flows for the periods indicatedindicated (subject, except that in the case of unaudited interim financial statements were or are subject statements, to normal and recurring year-end adjustments which were not, or are not expected to be, material in amount. The balance sheet of Parent contained in the Parent SEC Reports as of January 2, 2000 is hereinafter referred to as the "PARENT BALANCE SHEETaudit adjustments)." Except as disclosed in the Parent Financials, neither Parent nor any of its subsidiaries has any liabilities (absolute, accrued, contingent or otherwise) of a nature required to be disclosed on a balance sheet or in the related notes to the consolidated financial statements prepared in accordance with GAAP which are, individually or in the aggregate, material to the business, results of operations or financial condition of Parent and its subsidiaries taken as a whole, except liabilities (i) provided for in the Parent Balance Sheet, or (ii) incurred since the date of the Parent Balance Sheet in the ordinary course of business consistent with past practices and immaterial in the aggregate. (c) Parent has heretofore furnished to the Company a complete and correct copy of any amendments or modifications, which have not yet been filed with the SEC but which are required to be filed, to agreements, documents or other instruments which previously had been filed by Parent with the SEC pursuant to the Securities Act or the Exchange Act.

SEC Filings; Parent Financial Statements. (a) The Parent has filed all forms, reports reports, and documents Parent has been required to file be filed by the Parent with the SEC since January 1, 1998, and has made available to the Company such forms, reports and documents in the form filed with the SEC. All such required forms, reports and documents 2008 (including those that Parent may file subsequent to the date hereof) are referred to herein as the "PARENT SEC REPORTS." As of their respective datescollectively, the “Parent SEC Reports”). The Parent SEC Reports (i) were prepared in accordance at the time filed with the SEC, complied in all Material respects with the applicable requirements of the Securities Act or the Exchange ActLaws, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Reports, and (ii) did not at the time they were 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) contain any untrue statement of a material Material fact or omit to state a material Material fact required to be stated therein in such Parent SEC Reports or necessary in order to make the statements thereinin such Parent SEC Reports, in the light of the circumstances under which they were made, not misleading. None of the Parent's subsidiaries ’s Subsidiaries is required to file any forms, reports reports, or other documents with the SEC. (b) Each set of consolidated financial statements the Parent Financial Statements (including, in each case, any related notes theretonotes) contained in the Parent SEC Reports (the "PARENT FINANCIALS")Reports, including any Parent SEC Reports filed after the date hereof of this Agreement until the ClosingEffective Time, (i) complied or will comply as to form in all material Material respects with the applicable published rules and regulations of the SEC with respect thereto, (ii) was prepared or will be prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto to such financial statements, or, in the case of unaudited interim financial statements, as may be permitted by the SEC rules and regulations governing Quarterly Reports on Form 10-Q under the Exchange Act) Q), and (iii) fairly presented or will fairly present the consolidated financial position of the Parent and its subsidiaries Subsidiaries as at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which that were not, not or are not expected to be, material be Material in amount. amount or effect (except as may be indicated in such financial statements or notes thereto). (c) The balance sheet Chief Executive Officer and the Chief Financial Officer of Parent contained in the Parent SEC Reports as of January 2have signed, 2000 is hereinafter referred to as the "PARENT BALANCE SHEET." Except as disclosed in and the Parent Financialshas furnished to the SEC, all certifications required by Section 906 of Xxxxxxxx-Xxxxx; such certifications contain no qualifications or exceptions to the matters certified therein and have not been modified or withdrawn; and neither the Parent nor any of its subsidiaries officers has received notice from any liabilities (absoluteGovernmental Authority questioning or challenging the accuracy, accruedcompleteness, contingent form or otherwise) manner of a nature required to be disclosed on a balance sheet filing or in the related notes to the consolidated financial statements prepared in accordance with GAAP which are, individually or in the aggregate, material to the business, results submission of operations or financial condition of Parent and its subsidiaries taken as a whole, except liabilities (i) provided for in the Parent Balance Sheet, or (ii) incurred since the date of the Parent Balance Sheet in the ordinary course of business consistent with past practices and immaterial in the aggregatesuch certifications. (c) Parent has heretofore furnished to the Company a complete and correct copy of any amendments or modifications, which have not yet been filed with the SEC but which are required to be filed, to agreements, documents or other instruments which previously had been filed by Parent with the SEC pursuant to the Securities Act or the Exchange Act.

SEC Filings; Parent Financial Statements. (a) All Parent has filed all forms, reports and documents Parent has been Disclosure Documents required to file have been filed or furnished by Parent or its officers with the SEC or the Canadian Securities Administrators since January 1December 31, 19982016 have been so filed or furnished on a timely basis, and has made available to the Company such forms, reports and documents in the form filed with the SEC. All such including any certification or statement required forms, reports and documents (including those that Parent may file subsequent to the date hereof) are referred to herein as the "PARENT SEC REPORTS." As of their respective dates, the Parent SEC Reports by: (i) were prepared in accordance with the requirements Rule 13a-14 or Rule 00x-00 xxxxx xxx 0000 Xxx (xxx Section 302 of the Securities Act or the Exchange Xxxxxxxx-Xxxxx Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Reports, and ); (ii) did not at Section 906 of the Xxxxxxxx-Xxxxx Act; (iii) Canadian Securities Laws and (iv) any other rule or regulation promulgated by the SEC or the Canadian Securities Administrators or applicable to the Parent Disclosure Documents filed on or after December 31, 2016 (the “Parent Certifications”). As of the time they were it was filed with or furnished to the SEC or the Canadian Securities Administrators (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 any Parent Disclosure Document that is a registration statement or prospectus filed pursuant to the requirements of the 1933 Act or applicable Canadian Securities Laws, as of the effective date of such Parent Disclosure Document): (A) contain each Parent Disclosure Document complied in all material respects with the applicable requirements of the 1933 Act, the 1934 Act or Canadian Securities Laws (as the case may be); and (B) no Parent Disclosure Documents contained any untrue statement of a material fact or omit 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. None of Parent's subsidiaries is required to file any forms, reports or other documents with the SEC. (b) Each set Parent maintains a system of consolidated “internal controls over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) under the 0000 Xxx) and of ICRF (as defined under National Instrument 52-109 — Certification of Disclosure in Issuers’ Annual and Interim Filings) designed to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. Parent maintains a system of “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the 0000 Xxx) and DC&P (as defined in National Instrument 52-109) designed to provide reasonable assurance that all material information relating to Parent is made known on a timely basis to the individuals responsible for the preparation of Parent’s filings with the SEC, the Canadian Securities Administrators and other public disclosure documents of Parent, and otherwise ensure that information required to be disclosed by Parent in the reports that it files or submits under the 1934 Act and applicable Canadian Securities Laws is recorded, processed, summarized and reported within the time periods specified in the SEC’s and Canadian Securities Administrators’ rules and to make the Parent Certifications. (c) The financial statements (including, in each case, including any related notes theretonotes) of Parent contained in the Parent SEC Reports (the "PARENT FINANCIALS")Disclosure Documents filed on or after December 31, including any Parent SEC Reports filed after the date hereof until the Closing, 2016: (i) complied as to form in all material respects with the published rules and regulations of the SEC with respect applicable thereto, ; (ii) was were prepared in accordance with GAAP IFRS applied on a consistent basis throughout the periods involved applicable period covered (except (A) as may be indicated therein or in the notes thereto orthereto, (B) with respect to unaudited statements, as permitted by the SEC and the Canadian Securities Administrators, and (C) in the case of the unaudited interim financial statements, as may be permitted by to normal year-end adjustments and the SEC on Form 10-Q under the Exchange Act) absence of notes thereto); and (iii) fairly presented present fairly, in all material respects, the consolidated financial position condition of Parent and its subsidiaries at consolidated Subsidiaries as of the respective dates thereof and the consolidated results of its operations and cash flows of Parent and its Subsidiaries for the periods indicatedcovered thereby. (d) None of the Parent Entities is a party to, except that or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among any Parent Entity, on the unaudited interim one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K promulgated under the 1933 Act)), where the result, purpose or effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Parent Entities in the published financial statements were or are subject to normal and recurring year-end adjustments which were not, or are not expected to be, material in amount. The balance sheet of Parent contained in the Parent SEC Reports as of January 2Disclosure Documents. (e) Since December 31, 2000 is hereinafter referred to as the "PARENT BALANCE SHEET." Except as disclosed in the Parent Financials, neither Parent nor any of its subsidiaries has any liabilities (absolute, accrued, contingent or otherwise) of a nature required to be disclosed on a balance sheet or in the related notes to the consolidated financial statements prepared in accordance with GAAP which are, individually or in the aggregate, material to the business, results of operations or financial condition of Parent and its subsidiaries taken as a whole, except liabilities (i) provided for in the Parent Balance Sheet, or (ii) incurred since 2016 through the date hereof, none of the Parent Balance Sheet Entities, the Parent’s independent accountants (to the Knowledge of Parent), or the board of directors or audit committee of the board of directors of any Parent Entity, or any officer of any Parent Entity, has received any written notification of any: (A) “significant deficiency” in the ordinary course internal controls over financial reporting of business consistent with past practices and immaterial any of the Parent Entities or “material weakness” in the aggregate. (c) Parent has heretofore furnished to the Company a complete and correct copy internal controls over financial reporting of any amendments of the Parent Entities, in each case which is reasonably likely to adversely affect the Parent’s ability to record, process, summarize and report financial information; or modifications(B) fraud, which have whether or not yet been filed with the SEC but which are required to be filedmaterial, to agreements, documents that involves management or other instruments which previously had been filed by employees of any of the Parent with Entities who have a significant role in the SEC pursuant to internal controls over financial reporting of the Securities Act or the Exchange ActParent.

SEC Filings; Parent Financial Statements. (a) Parent has filed all forms, reports and documents Parent has been required to file be filed by Parent with the SEC since January 1, 1998the effective date of the registration statement of Parent's initial public offering, and has made available to the Company such forms, reports and documents in the form filed with the SEC. All such required forms, reports and documents (including those that Parent may file subsequent to the date hereof) are referred to herein as the "PARENT Parent SEC REPORTSReports." As of their respective dates, the Parent SEC Reports Reports (i) were prepared in accordance with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent 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 therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except to the extent corrected prior to the date of this Agreement by a subsequently filed Parent SEC Report. None of Parent's subsidiaries is required to file any forms, reports or other documents with the SEC. (b) Each set of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Parent SEC Reports (the "PARENT FINANCIALSParent Financials"), including any Parent SEC Reports filed after the date hereof until the Closing, (i) complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, (ii) was prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as may be permitted by the SEC on Form 101O-Q Q, 8-K or any successor form under the Exchange Act) and (iii) fairly presented the consolidated financial position of Parent and its subsidiaries as at the respective dates thereof and the consolidated results of its Parent's operations and cash flows for the periods indicated, except that the unaudited interim financial statements may not contain footnotes and were or are subject to normal and recurring year-end adjustments which were not, or are not expected to be, material in amountadjustments. The balance sheet of Parent contained in the Parent SEC Reports as of January 2September 30, 2000 1999 is hereinafter referred to as the "PARENT BALANCE SHEETParent Balance Sheet." Except as disclosed in the Parent Financials, since the date of the Parent Balance Sheet neither Parent nor any of its subsidiaries has any liabilities required under GAAP to be set forth on a balance sheet (absolute, accrued, contingent or otherwise) of a nature required to be disclosed on a balance sheet or in the related notes to the consolidated financial statements prepared in accordance with GAAP which are, individually or in the aggregate, material to the business, results of operations or financial condition of Parent and its subsidiaries taken as a whole, except for liabilities (i) provided for in the Parent Balance Sheet, or (ii) incurred since the date of the Parent Balance Sheet in the ordinary course of business consistent with past practices and immaterial liabilities incurred in the aggregateconnection with this Agreement. (c) Parent has heretofore furnished to the Company a complete and correct copy of any amendments or modifications, which have not yet been filed with the SEC but which are required to be filed, to agreements, documents or other instruments which previously had been filed by Parent with the SEC pursuant to the Securities Act or the Exchange Act.

SEC Filings; Parent Financial Statements. (a) Parent GXS Corporation, a wholly owned subsidiary of Parent, has filed all forms, reports reports, schedules, statements and documents Parent has been required to file with the SEC since January 1, 1998, and has made available to the Company such forms, reports and documents in the form filed with the SEC. All such required forms, reports and other documents (including those that Parent may file all exhibits, annexes, supplements and amendments to such documents) required to be filed by it under the Exchange Act and the Securities Act (collectively, including any such documents filed subsequent to the date hereof) are referred to herein as of this Agreement but before the "PARENT SEC REPORTS." As of their respective datesClosing Date, the “Parent SEC Reports Reports”). The Parent SEC Reports, including any financial statements or schedules included or incorporated therein by reference, at the time they were filed, (i) were prepared complied in accordance all material respects with the requirements of the Exchange Act or the Securities Act or the Exchange Actboth, as the case may be, and the rules and regulations of the SEC thereunder applicable to such those Parent SEC Reports, Reports and (ii) did not at the time they were filed (or if amended or superseded by a not, as of their respective filing prior to the date of this Agreementdates, 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 therein or necessary in order to make the statements thereinmade in those Parent SEC Reports, in the light of the circumstances under which they were made, not misleading. None Except as described in the Parent SEC Reports, no Parent Subsidiary is subject to the periodic reporting requirements of Parent's subsidiaries the Exchange Act or is otherwise required to file any forms, reports or other documents with the SECCommission or any national securities exchange or quotation service or comparable governmental entity. (b) Each set of the consolidated financial statements (including, in each case, any related notes thereto) contained balance sheets included in the Parent SEC Reports (including the "PARENT FINANCIALS")related notes and schedules) fairly presented, including any Parent SEC Reports filed after the date hereof until the Closing, (i) complied as to form in all material respects with respects, the published rules and regulations consolidated financial position of the SEC with respect thereto, respective entities as of the dates set forth in those consolidated balance sheets (ii) was prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto orsubject, in the case of unaudited interim financial quarterly statements, as may be permitted by to notes and normal year-end audit adjustments), in each case in conformity with U.S. GAAP. Each of the consolidated statements of income and of cash flows included in Parent SEC on Form 10-Q under the Exchange Act) Reports (including any related notes and (iiischedules) fairly presented presented, in all material respects, the consolidated financial position income and cash flows, as the case may be, of Parent and its subsidiaries at the respective dates thereof and the consolidated results of its operations and cash flows Parent Subsidiaries for the periods indicatedset forth in those consolidated statements of income and of cash flows (subject, except that in the case of unaudited interim financial statements were or are subject quarterly statements, to notes and normal and recurring year-end adjustments which were notaudit adjustments), or are not expected to be, material in amount. The balance sheet of Parent contained each case in conformity with U.S. GAAP consistently applied throughout the Parent SEC Reports as of January 2, 2000 is hereinafter referred to as the "PARENT BALANCE SHEETperiods indicated." Except as disclosed in the Parent Financials, neither Parent nor any of its subsidiaries has any liabilities (absolute, accrued, contingent or otherwise) of a nature required to be disclosed on a balance sheet or in the related notes to the consolidated financial statements prepared in accordance with GAAP which are, individually or in the aggregate, material to the business, results of operations or financial condition of Parent and its subsidiaries taken as a whole, except liabilities (i) provided for in the Parent Balance Sheet, or (ii) incurred since the date of the Parent Balance Sheet in the ordinary course of business consistent with past practices and immaterial in the aggregate. (c) Parent has heretofore furnished to the Company a complete and correct copy of any amendments or modifications, which have not yet been filed with the SEC but which are required to be filed, to agreements, documents or other instruments which previously had been filed by Parent with the SEC pursuant to the Securities Act or the Exchange Act.

SEC Filings; Parent Financial Statements. (a) Parent has filed all forms, reports and documents Parent has been required to file be filed by Parent with the SEC since January 1December 9, 1998, 1999 and has made available to the Company such forms, reports and documents in the form filed with the SEC. All such required forms, reports and documents (including those that Parent may file subsequent to the date hereofFebruary 2, 2000) are referred to herein as the "PARENT SEC REPORTS." "). As of their respective dates, the Parent SEC Reports (i) were prepared in accordance and complied in all material respects with the requirements of the Securities Act Act, or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Reports, Reports and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of Parent's subsidiaries is required to file any forms, reports or other documents with the SEC. (b) Each set of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Parent SEC Reports (the "PARENT FINANCIALS"), including any each Parent SEC Reports Report filed after the date hereof February 2, 2000 until the Closing, (i) complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, (ii) was prepared in accordance with GAAP United States generally accepted accounting principles ("GAAP") applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as may be permitted by the SEC on Form 10-Q under the Exchange Act) and (iii) fairly presented the consolidated financial position of Parent and its subsidiaries as at the respective dates thereof and the consolidated results of its Parent's operations and cash flows for the periods indicated, except that the unaudited interim financial statements may not contain footnotes and were or are subject to normal and recurring year-end adjustments which were not, or are not expected to be, material in amountadjustments. The balance sheet of Parent dated October 29, 1999 contained in the Parent SEC Reports as of January 2Parent's registration statement on Form S-1 dated December 9, 2000 1999 is hereinafter referred to as (the "PARENT BALANCE SHEET")." Except as disclosed in (c) Parent has heretofore furnished to the Company a complete and correct copy of any amendments or modifications, which have not yet been filed with the SEC but which are required to be filed, to agreements, documents or other instruments which previously had been filed by Parent Financials, neither with the SEC pursuant to the Securities Act or the Exchange Act. (d) Neither Parent nor any of its subsidiaries has any liabilities (absolute, accrued, contingent or otherwise) of a nature required to be disclosed on a balance sheet or in the related notes to the consolidated financial statements prepared in accordance with GAAP which are, individually or in the aggregate, material to the business, results of operations or financial condition of Parent and its subsidiaries taken as a whole, except liabilities (i) liabilities provided for in the Parent Parent's Balance Sheet, Sheet or (ii) liabilities incurred since the date of the Parent Balance Sheet October 29, 1999 in the ordinary course of business consistent with past practices and immaterial in the aggregate. (c) Parent has heretofore furnished business, none of which is material to the Company business, results of operations or financial condition of Parent and its subsidiaries, taken as a complete and correct copy of any amendments or modifications, which have not yet been filed with the SEC but which are required to be filed, to agreements, documents or other instruments which previously had been filed by Parent with the SEC pursuant to the Securities Act or the Exchange Actwhole.

SEC Filings; Parent Financial Statements. (a) Since August 16, 1999, Parent has filed all forms, reports reports, and documents Parent has been required to file be filed by Parent with the SEC since January 1, 1998, pursuant to the Exchange Act and has made available to the Company such forms, reports reports, and documents in the form filed with the SEC. All such required forms, reports and documents (including those that Parent may file subsequent to the date hereofhereof until the Effective Time) are referred to herein as the "PARENT SEC REPORTS." As of their respective filing dates, the Parent SEC Reports (i) were prepared complied or will comply in accordance all material respects with the requirements of the Securities Exchange Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Reports, Reports and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) or will not at the time they are filed contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of Parent's subsidiaries is required to file any forms, reports or other documents with the SEC. (b) Each set of the consolidated financial statements of Parent (including, in each case, any related the notes thereto) contained included in the final prospectus relating to the initial public offering of Parent Common Stock and in the Parent SEC Reports (the "PARENT FINANCIALS")Reports, including any each Parent SEC Reports Report filed after the date hereof until the ClosingEffective Time (the "PARENT FINANCIAL STATEMENTS"), (i) complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, ; (ii) was prepared in accordance with GAAP applied on a consistent basis throughout the periods involved indicated (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as may be permitted by the SEC on Form 10-Q under the Exchange Act) ); and (iii) fairly presented presented, in all material respects, the consolidated financial position of Parent and its subsidiaries as at the respective dates thereof and the consolidated results of its Parent's operations and cash flows for the periods indicatedindicated (subject, except that in the case of unaudited interim financial statements were or are subject statements, to normal and recurring year-end adjustments which were not, or are not expected to be, material in amount. The balance sheet of Parent contained in the Parent SEC Reports as of January 2, 2000 is hereinafter referred to as the "PARENT BALANCE SHEETaudit adjustments)." Except as disclosed in the Parent Financials, neither Parent nor any of its subsidiaries has any liabilities (absolute, accrued, contingent or otherwise) of a nature required to be disclosed on a balance sheet or in the related notes to the consolidated financial statements prepared in accordance with GAAP which are, individually or in the aggregate, material to the business, results of operations or financial condition of Parent and its subsidiaries taken as a whole, except liabilities (i) provided for in the Parent Balance Sheet, or (ii) incurred since the date of the Parent Balance Sheet in the ordinary course of business consistent with past practices and immaterial in the aggregate. (c) Parent has heretofore furnished to the Company a complete and correct copy of any amendments or modifications, which have not yet been filed with the SEC but which are required to be filed, to agreements, documents or other instruments which previously had been filed by Parent with the SEC pursuant to the Securities Act or the Exchange Act.

SEC Filings; Parent Financial Statements. (a) Parent has filed or furnished all forms, reports reports, registration statements, schedules, certificates and other documents Parent has been (including exhibits and other information incorporated therein) required to file be filed or furnished by Parent with or to the SEC since January 1, 19982007 (such documents, together with any documents and has made available to information incorporated therein by reference and together with any documents filed during such period by the Company such forms, reports and documents in the form filed Parent with the SECSEC on a voluntary basis on Current Reports on Form 8-K). All such required forms, reports and documents (including those that Parent may shall file subsequent to the date hereof) are referred to herein as the "PARENT “Parent SEC REPORTS." Reports”. As of their respective datesfiling dates (or if amended or superseded by a filing, then on the date of filing of such amended or superseded document), the Parent SEC Reports (i) were prepared complied or, with respect to all of the foregoing required to be filed after the date of this Agreement, will comply in accordance all material respects as to form and substance with the requirements of the Securities Act or Act, the Exchange Act of 1934, as amended (the “Exchange Act”) or and the Xxxxxxxx-Xxxxx Act of 2002 (including the rules and regulations promulgated thereunder)(“SOX”), as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent 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 any material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, therein in the light of the circumstances under which they were made, not misleading, except to the extent corrected by a subsequently filed Parent SEC Report. Parent has made available to the Company copies of all comment letters received by the Parent from the SEC since January 1, 2007 (excluding all letters received from the SEC indicating that the SEC would not be reviewing any registration statement filed with the SEC by the Parent), and relating to the Parent SEC Documents, together with all written responses of the Parent thereto. As of the date of this Agreement, there are no outstanding or unresolved comments in such comment letters received by the Parent from the SEC. Parent has not received any written notice from the SEC that any of the Parent SEC Documents is the subject of any ongoing review by the SEC. Except as disclosed in the Parent SEC Documents filed by the Parent and publicly available prior to the date of this Agreement, the Parent does not has any material liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise). Except as disclosed in the Parent Company SEC Documents, neither the Parent nor any of its Subsidiaries has any (A) indebtedness for borrowed money, (B) indebtedness evidenced by any bond, debenture, note, mortgage, indenture or other debt instrument or debt security, (C) accounts payable to trade creditors and accrued expenses not arising in the ordinary course of business, (D) amounts owing as deferred purchase price for the purchase of any property outside of the ordinary course of business or (E) guarantees with respect to any indebtedness or obligation of a type described in clauses (A) through (D) above of any other person. None of Parent's ’s subsidiaries is required to file any forms, reports or other documents with the SEC. (b) Each set of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Parent SEC Reports (the "PARENT FINANCIALS")Reports, including any Parent SEC Reports filed after the date hereof until the Closing, (i) complied as to form complied, or will comply, in all material respects as to form and substance with the published rules and regulations of the SEC with respect thereto, (ii) was prepared prepared, or will be prepared, in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as may be permitted by the SEC for financial statements filed on Form 10-Q Q, 8-K or any successor form under the Exchange Act) and (iii) fairly presented presented, or will fairly present, the consolidated financial position of Parent and its subsidiaries as at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements need only contain such footnotes as are required by the SEC for financial statements filed on Form 10-Q, and were or are subject to normal and recurring year-end adjustments which were notadjustments. Since January 1, 2007, the Parent has not received any oral or are not expected to be, written notification of any "material in amount. The balance sheet of Parent contained weakness" in the Parent SEC Reports as of January 2, 2000 's internal control over financial reporting. There is hereinafter referred to as the no outstanding "PARENT BALANCE SHEET.material weakness" Except as disclosed in which the Parent Financials's independent accountants certify has not been appropriately and adequately remedied by the Parent, neither Parent nor any of its subsidiaries has any liabilities (absolute, accrued, contingent or otherwise) of a nature required to be disclosed on a balance sheet or in the related notes to the consolidated financial statements prepared in accordance with GAAP such deficiency which are, individually or in the aggregateaggregate has not had or would not reasonably be expected to have a Material Adverse Effect. For purposes of this Agreement, the term “material weakness” shall have the meaning assigned to it in Release No. 2007-005 of the businessPublic Company Accounting Oversight Board, results of operations or financial condition of Parent and its subsidiaries taken as a whole, except liabilities (i) provided for in the Parent Balance Sheet, or (ii) incurred since effect on the date of the Parent Balance Sheet in the ordinary course of business consistent with past practices and immaterial in the aggregatehereof. (c) Each of the principal executive officer of the Parent and principal financial officer of the Parent (or each former principal executive officer of the Parent and each former principal financial officer of the Parent, as applicable) has heretofore furnished made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Company a complete Parent SEC Documents, and correct copy of any amendments or modifications, which have not yet been filed with the SEC but which statements contained in such certifications are required to be filed, to agreements, documents or other instruments which previously had been filed by Parent with the SEC pursuant to the Securities Act or the Exchange Acttrue and accurate.

SEC Filings; Parent Financial Statements. (a) Parent has filed all forms, reports reports, and documents Parent has been required to file be filed with the SEC since January 1, 1998, 1999 and has made available to the Company such formsCompany, reports and documents in the form filed with the SEC, (i) its Annual Reports on Form 10-K for the fiscal years ended December 31, 2000, 2001 and 2002, (ii) its Quarterly Reports on Form 10-Q for the periods ended March 31 and June 30, 2003, (iii) all proxy statements relating to Parent's meetings of stockholders (whether annual or special) held since January 1, 2000, (iv) all information statements relating to stockholder actions since January 1, 2000, (v) all other reports or registration statements filed by Parent with the SEC since January 1, 2000 (including the Form 8-K filed by Parent on October 21, 2003), and (vi) all amendments and supplements to all such reports, proxy statements, information statements, and registration statements filed by Parent with the SEC; and Parent will make available to the Company in the form filed with the SEC, as soon as practicable, its Quarterly Report on Form 10-Q for the period ended September 30, 2003. All such required forms, reports and documents (including those that Parent may file subsequent to enumerated in clauses (i) through (vi) of the date hereofpreceding sentence and Parent's September 30, 2003 Form 10-Q, when filed) are referred to herein as the "PARENT Parent SEC REPORTSReports." As of their respective dates, the Parent SEC Reports (i) were prepared in accordance with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Reports, Reports and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of Parent's subsidiaries is required to file any forms, reports or other documents with the SEC. (b) Each set of consolidated financial statements (including, in each case, any related notes thereto) contained in the Parent SEC Reports (the "PARENT FINANCIALS"), including any Parent SEC Reports filed after the date hereof until the Closing, (i) complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, (ii) was prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as may be permitted by the SEC on Form 10-Q under the Exchange Act) and (iii) fairly presented the consolidated financial position of Parent and its subsidiaries at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not, or are not expected to be, material in amount. The balance sheet of Parent contained in the Parent SEC Reports as of January 2, 2000 is hereinafter referred to as the "PARENT BALANCE SHEET." Except as disclosed in the Parent Financials, neither Parent nor any of its subsidiaries has any liabilities (absolute, accrued, contingent or otherwise) of a nature required to be disclosed on a balance sheet or in the related notes to the consolidated financial statements prepared in accordance with GAAP which are, individually or in the aggregate, material to the business, results of operations or financial condition of Parent and its subsidiaries taken as a whole, except liabilities (i) provided for in the Parent Balance Sheet, or (ii) incurred since the date of the Parent Balance Sheet in the ordinary course of business consistent with past practices and immaterial in the aggregate. (c) Parent has heretofore furnished to the Company a complete and correct copy of any amendments or modifications, which have not yet been filed with the SEC but which are required to be filed, to agreements, documents or other instruments which previously had been filed by Parent with the SEC pursuant to the Securities Act or the Exchange Act.to

SEC Filings; Parent Financial Statements. (a) Since January 1, 2002, the Parent has filed all forms, reports and documents Parent has been required to file be filed by the Parent with the SEC since January 1, 1998, Securities and Exchange Commission (the "SEC") and has made available to Company and will continue to make available to the Company such forms, reports and documents in the form filed with the SECSEC (if and to the extent such forms, reports and documents are not available on XXXXX) until the Closing. All such required forms, reports and documents (including those that the Parent may file subsequent to the date hereof) are referred to herein as the "PARENT Parent SEC REPORTSReports." As of their respective dates, the Parent SEC Reports (i) were prepared in accordance with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Reports, Reports and (ii) did not at the time they were filed (or if subsequently amended or superseded by a filing prior to the date of this Agreement, then on the date of such subsequent filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of Parent's subsidiaries is required to file any forms, reports or other documents with the SEC. (b) Each set of the consolidated financial statements (including, in each case, any related notes ones thereto) contained in the Parent SEC Reports (the "PARENT FINANCIALSParent Financials"), including any Parent SEC Reports filed after the date hereof until the Closing, (i) complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, (ii) was prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as may be permitted by the SEC on Form 10-Q Q, 8-K or any successor form under the Exchange Act) and (iii) fairly presented the consolidated financial position of the Parent and its subsidiaries as at the respective dates thereof and the consolidated results of its the Parent's operations and cash flows for the periods indicated, except that the unaudited interim financial statements may not contain all the footnotes required by GAAP for audited statements, and were or are subject to normal and recurring year-end adjustments which were notthat the Parent does not expect to be material, individually or are not expected to be, material in amountthe aggregate. The balance sheet of the Parent contained in the Parent SEC Reports Report as of January 2September 30, 2000 2004 is hereinafter referred to as the "PARENT BALANCE SHEETParent Balance Sheet." Except as disclosed in Neither the Parent Financials, neither Parent nor any of its subsidiaries has any liabilities (absolute, accrued, contingent or otherwise) of a nature required to be disclosed on a balance sheet or in the related notes to the consolidated financial statements prepared in accordance with GAAP which that are, individually or in the aggregate, material to the business, results of operations or financial condition of the Parent and its subsidiaries taken as a whole, except for liabilities (i) provided for in reflected on the Parent Balance Sheet, or (ii) incurred since the date of the Parent Balance Sheet in the ordinary course of business consistent with past practices and immaterial practices, or (iii) that are not required to be reflected in the aggregateParent Balance Sheet under GAAP and are described on the Parent Disclosure Schedule. (c) The Parent has heretofore furnished to not been notified by its independent auditors or the Company a complete and correct copy staff of any amendments or modifications, which have not yet been filed with the SEC but which that such auditors or the staff of the SEC, as the case may be, are required to be filed, to agreements, documents or other instruments which previously had been of the view that any financial statement included in any registration statement filed by Parent with the SEC pursuant to under the Securities Act or any periodic or current report filed by Parent under the Exchange Act should be restated, or that the Parent should modify its accounting in future periods in a manner that would be materially adverse to the Parent. (d) The Parent is in compliance in all material respects with all effective provisions of the Xxxxxxxx-Xxxxx Act of 2002 (the "Xxxxxxxx-Xxxxx Act" ) that are applicable to the Parent as of the date hereof, and any related rules and regulations promulgated by the SEC, and is diligently making preparations to comply on a timely basis with all other provisions of the Xxxxxxxx-Xxxxx Act as they become effective and applicable to the Parent.

SEC Filings; Parent Financial Statements. (a) Parent has filed all forms, statements, schedules, reports and documents Parent has been (including items incorporated by reference) required to file be filed by Parent with the SEC since January 1, 1998the effective date of the registration statement of Parent’s initial public offering, and has made all such filings available to the Company such forms, reports and documents in the form filed with the SECvia EXXXX. All such required forms, statements, schedules, reports and documents (including those that Parent may file subsequent to the date hereof) are referred to herein as the "PARENT “Parent SEC REPORTSReports." ” As of their respective dates, the Parent SEC Reports (i) were prepared in accordance and complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent 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 therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except to the extent corrected prior to the date of this Agreement by a subsequently filed Parent SEC Report. None of Parent's ’s subsidiaries is required to file any forms, reports or other documents with the SEC. (b) Each set of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Parent SEC Reports (the "PARENT FINANCIALS"“Parent Financials”), including any Parent SEC Reports filed after the date hereof until the Closing, (i) complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, (ii) was prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as may be permitted by the SEC on Form 10-Q Q, Form 8-K or any successor form under the Exchange Act) and (iii) fairly presented the consolidated financial position of Parent and its subsidiaries as at the respective dates thereof and the consolidated results of its Parent’s operations and cash flows for the periods indicated, except that the unaudited interim financial statements may not contain footnotes and were or are subject to normal and recurring year-end adjustments which were not, or are not expected to be, material in amountadjustments. The balance sheet of Parent as of July 31, 2003 contained in the Parent SEC Reports as of January 2, 2000 is hereinafter referred to as the "PARENT BALANCE SHEET“Parent Balance Sheet." ” Except as disclosed in the Parent Financials, since the date of the Parent Balance Sheet, neither Parent nor any of its subsidiaries has any liabilities (absolute, accrued, contingent or otherwise) of a nature required under GAAP to be disclosed set forth on a balance sheet or in the related notes to the consolidated financial statements prepared in accordance with GAAP which are, are individually or in the aggregate, material to the business, results of operations or financial condition of Parent and its subsidiaries taken as a whole, except for liabilities (i) provided for in the Parent Balance Sheet, or (ii) incurred since the date of the Parent Balance Sheet in the ordinary course of business consistent with past practices practices, and immaterial the fees and expenses of investment bankers, attorneys and accountants incurred in connection with this Agreement and the transactions contemplated hereby. At the date of the Parent Balance Sheet, there were no material loss contingencies (as such term is used in FAS 5) that are not adequately provided for in the aggregateParent Balance Sheet as required by FAS 5. The Parent Financials comply in all material respects with SOP 97-2, as amended by SOP 98-4 and SOP 98-9, and SOP 81-1. (c) Parent has heretofore furnished to the Company a complete and correct copy of any amendments or modifications, which have not yet been filed with the SEC but which are required to be filed, to agreements, documents or other instruments which previously had been filed by Parent with the SEC pursuant to the Securities Act or the Exchange Act. (d) Parent has established and maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(d) promulgated under the Exchange Act) designed to ensure that material information relating to Parent, including its consolidated subsidiaries, is made known to the Chief Executive Officer and Chief Financial Officer. To Parent’s knowledge, there are no significant deficiencies or material weaknesses in the design or operation of Parent’s internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Exchange Act) which could adversely affect Parent’s ability to record, process, summarize and report financial data. To Parent’s knowledge, there is no fraud in connection with the Parent Financials, whether or not material, that involves management or other employees who have a significant role in Parent’s internal controls over financial reporting.

SEC Filings; Parent Financial Statements. (a) All Parent has filed all forms, reports and documents Parent has been Disclosure Documents required to file have been filed or furnished by Parent or its officers with the SEC or the Canadian Securities Administrators since January 1December 31, 19982016 have been so filed or furnished on a timely basis, and has made available to the Company such forms, reports and documents in the form filed with the SEC. All such including any certification or statement required forms, reports and documents (including those that Parent may file subsequent to the date hereof) are referred to herein as the "PARENT SEC REPORTS." As of their respective dates, the Parent SEC Reports by: (i) were prepared in accordance with the requirements Rule 13a-14 or Rule 00x-00 xxxxx xxx 0000 Xxx (xxx Section 302 of the Securities Act or the Exchange Xxxxxxxx-Xxxxx Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Reports, and ); (ii) did not at Section 906 of the Xxxxxxxx-Xxxxx Act; (iii) Canadian Securities Laws and (iv) any other rule or regulation promulgated by the SEC or the Canadian Securities Administrators or applicable to the Parent Disclosure Documents filed on or after December 31, 2016 (the “Parent Certifications”). As of the time they were it was filed with or furnished to the SEC or the Canadian Securities Administrators (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 any Parent Disclosure Document that is a registration statement or prospectus filed pursuant to the requirements of the 1933 Act or applicable Canadian Securities Laws, as of the effective date of such Parent Disclosure Document): (A) contain each Parent Disclosure Document complied in all material respects with the applicable requirements of the 1933 Act, the 1934 Act or Canadian Securities Laws (as the case may be); and (B) no Parent Disclosure Documents contained any untrue statement of a material fact or omit 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. None of Parent's subsidiaries is required to file any forms, reports or other documents with the SEC. (b) Each set Parent maintains a system of consolidated “internal controls over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) under the 0000 Xxx) and of ICRF (as defined under National Instrument 52-109 – Certification of Disclosure in Issuers’ Annual and Interim Filings) designed to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. Parent maintains a system of “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the 0000 Xxx) and DC&P (as defined in National Instrument 52-109) designed to provide reasonable assurance that all material information relating to Parent is made known on a timely basis to the individuals responsible for the preparation of Parent’s filings with the SEC, the Canadian Securities Administrators and other public disclosure documents of Parent, and otherwise ensure that information required to be disclosed by Parent in the reports that it files or submits under the 1934 Act and applicable Canadian Securities Laws is recorded, processed, summarized and reported within the time periods specified in the SEC’s and Canadian Securities Administrators’ rules and to make the Parent Certifications. (c) The financial statements (including, in each case, including any related notes theretonotes) of Parent contained in the Parent SEC Reports (the "PARENT FINANCIALS")Disclosure Documents filed on or after December 31, including any Parent SEC Reports filed after the date hereof until the Closing, 2016: (i) complied as to form in all material respects with the published rules and regulations of the SEC with respect applicable thereto, ; (ii) was were prepared in accordance with GAAP IFRS applied on a consistent basis throughout the periods involved applicable period covered (except (A) as may be indicated therein or in the notes thereto orthereto, (B) with respect to unaudited statements, as permitted by the SEC and the Canadian Securities Administrators, and (C) in the case of the unaudited interim financial statements, as may be permitted by to normal year-end adjustments and the SEC on Form 10-Q under the Exchange Act) absence of notes thereto); and (iii) fairly presented present fairly, in all material respects, the consolidated financial position condition of Parent and its subsidiaries at consolidated Subsidiaries as of the respective dates thereof and the consolidated results of its operations and cash flows of Parent and its Subsidiaries for the periods indicatedcovered thereby. (d) None of the Parent Entities is a party to, except that or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among any Parent Entity, on the unaudited interim one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K promulgated under the 1933 Act)), where the result, purpose or effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Parent Entities in the published financial statements were or are subject to normal and recurring year-end adjustments which were not, or are not expected to be, material in amount. The balance sheet of Parent contained in the Parent SEC Reports as of January 2Disclosure Documents. (e) Since December 31, 2000 is hereinafter referred to as the "PARENT BALANCE SHEET." Except as disclosed in the Parent Financials, neither Parent nor any of its subsidiaries has any liabilities (absolute, accrued, contingent or otherwise) of a nature required to be disclosed on a balance sheet or in the related notes to the consolidated financial statements prepared in accordance with GAAP which are, individually or in the aggregate, material to the business, results of operations or financial condition of Parent and its subsidiaries taken as a whole, except liabilities (i) provided for in the Parent Balance Sheet, or (ii) incurred since 2016 through the date hereof, none of the Parent Balance Sheet Entities, the Parent’s independent accountants (to the Knowledge of Parent), or the board of directors or audit committee of the board of directors of any Parent Entity, or any officer of any Parent Entity, has received any written notification of any: (A) “significant deficiency” in the ordinary course internal controls over financial reporting of business consistent with past practices and immaterial any of the Parent Entities or “material weakness” in the aggregate. (c) Parent has heretofore furnished to the Company a complete and correct copy internal controls over financial reporting of any amendments of the Parent Entities, in each case which is reasonably likely to adversely affect the Parent’s ability to record, process, summarize and report financial information; or modifications(B) fraud, which have whether or not yet been filed with the SEC but which are required to be filedmaterial, to agreements, documents that involves management or other instruments which previously had been filed by employees of any of the Parent with Entities who have a significant role in the SEC pursuant to internal controls over financial reporting of the Securities Act or the Exchange ActParent.

SEC Filings; Parent Financial Statements. (a) The Parent has on a timely basis filed all forms, reports reports, and documents Parent has been required to file be filed by the Parent with the SEC since January 1December 31, 19982005 (collectively, and has made available to the Company such forms, reports and documents in the form filed with the SEC. All such required forms, reports and documents (including those that Parent may file subsequent to the date hereof) are referred to herein as the "PARENT Parent SEC REPORTS." As Reports", provided that the Parent SEC Reports shall not include Forms 3, Forms 4, or any other filings and reports required to be made by shareholders, officers, or directors of their respective dates, the Parent under the Exchange Act). The Parent SEC Reports (i) were prepared in accordance at the time filed with the SEC, complied in all Material respects with the applicable requirements of the Securities Act or the Exchange ActLaws, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Reports, and (ii) did not at the time 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) contain any untrue statement of a Material fact or omit to state a Material fact required to be stated in such Parent SEC Reports or necessary in order to make the statements in such Parent SEC Reports, in light of the circumstances under which they were made, not misleading. The Parent SEC Reports (i) complied in all Material respects with the applicable requirements of the Securities Laws and other applicable Law at the time filed, and (ii) did not 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) contain any untrue statement of a material Material fact or omit to state a material Material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. None of the Parent's subsidiaries Subsidiaries is required to file any forms, reports reports, or other documents with the SEC. (b) Each set of consolidated financial statements the Parent Financial Statements (including, in each case, any related notes theretonotes) contained in the Parent SEC Reports (the "PARENT FINANCIALS")Reports, including any Parent SEC Reports filed after the date hereof of this Agreement until the ClosingEffective Time, (i) complied as to form in all material Material respects with the applicable published rules and regulations of the SEC with respect thereto, (ii) was prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto to such financial statements, or, in the case of unaudited interim financial statements, as may be permitted by the SEC rules and regulations governing Quarterly Reports on Form 10-Q under the Exchange Act) Q), and (iii) fairly presented the consolidated financial position of the Parent and its subsidiaries Subsidiaries as at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which that were not, not or are not expected to be, material be Material in amount. amount or effect (except as may be indicated in such financial statements or notes thereto). (c) The balance sheet Chief Executive Officer and the Chief Financial Officer of Parent contained in the Parent SEC Reports as of January 2have signed, 2000 is hereinafter referred to as the "PARENT BALANCE SHEET." Except as disclosed in and the Parent Financialshas furnished to the SEC, all certifications required by Section 906 of Sarbanes-Oxley; such certifications contain no qualifications or xxxxxxxxxx xx the matters certified therein and have not been modified or withdrawn; and neither the Parent nor any of its subsidiaries officers has received notice from any liabilities (absoluteGovernmental Authority questioning or challenging the accuracy, accruedcompleteness, contingent form or otherwise) manner of a nature required to be disclosed on a balance sheet filing or in the related notes to the consolidated financial statements prepared in accordance with GAAP which are, individually or in the aggregate, material to the business, results submission of operations or financial condition of Parent and its subsidiaries taken as a whole, except liabilities (i) provided for in the Parent Balance Sheet, or (ii) incurred since the date of the Parent Balance Sheet in the ordinary course of business consistent with past practices and immaterial in the aggregatesuch certifications. (c) Parent has heretofore furnished to the Company a complete and correct copy of any amendments or modifications, which have not yet been filed with the SEC but which are required to be filed, to agreements, documents or other instruments which previously had been filed by Parent with the SEC pursuant to the Securities Act or the Exchange Act.

SEC Filings; Parent Financial Statements. (a) Parent has filed all forms, reports and documents Parent has been required to file be filed by Parent with the SEC since January 1, 19982001, and has made available to the Company such forms, reports and documents in the form filed with the SEC. All such required forms, reports and documents (including those that Parent may file subsequent to the date hereof) are referred to herein as the "PARENT “Parent SEC REPORTSReports” and all Parent SEC Reports filed prior to the date hereof are referred to herein as the “Filed Parent SEC Reports." ” As of their respective dates, the Parent SEC Reports (i) were prepared in accordance with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Reports, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to before 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 therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of Parent's ’s subsidiaries is required to file any forms, reports or other documents with the SEC. (b) Each set of consolidated the financial statements (including, in each case, any related notes thereto) contained in the Parent SEC Reports (the "PARENT FINANCIALS"“Parent Financials”), including any Parent SEC Reports filed after the date hereof until the Closing, (i) complied as to form in all material respects with the published rules and regulations of the SEC with respect theretothereto at the time of filing, (ii) was prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as may be permitted by the SEC on Form 10-Q under rules and regulations of the Exchange ActSEC) and (iii) fairly presented the consolidated financial position of Parent and its subsidiaries at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not, or are not expected to be, material in amount. The balance sheet of Parent contained in the Parent SEC Reports as of January 2December 31, 2000 2003 is hereinafter referred to as the "PARENT BALANCE SHEET“Parent Balance Sheet." ” Except as disclosed in the Parent Financials, neither Parent nor any of its subsidiaries has any liabilities (absolute, accrued, contingent or otherwise) of a nature required to be disclosed on a balance sheet or in the related notes to the consolidated financial statements prepared in accordance with GAAP which are, individually or in the aggregate, material to the business, results of operations or financial condition of Parent and its subsidiaries taken as a whole, except liabilities (i) provided for in the Parent Balance Sheet, or (ii) incurred since the date of the Parent Balance Sheet in the ordinary course of business consistent with past practices and immaterial in the aggregate. (c) Parent has heretofore furnished to the Company a complete and correct copy of any amendments or modifications, which have not yet been filed with the SEC but which are required to be filed, to agreements, documents or other instruments which previously had been filed by Parent with the SEC pursuant to the Securities Act or the Exchange Act.of

SEC Filings; Parent Financial Statements. (a) Parent has filed all forms, reports and documents Parent has been required to file be filed by Parent with the SEC since January 1November 21, 19982001, and has made available to the Company such forms, reports and documents in the form filed with the SEC. All such required forms, reports and documents (including those that Parent may file subsequent to the date hereof) are referred to herein as the "PARENT SEC REPORTS." As of their respective dates, the Parent SEC Reports (i) were prepared in accordance with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent 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 therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except to the extent corrected prior to the date of this Agreement by a subsequently filed Parent SEC Report. None of Parent's subsidiaries is required to file any forms, reports or other documents with the SEC. (b) Each set of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Parent SEC Reports (the "PARENT FINANCIALS"), including any Parent SEC Reports filed after the date hereof until the Closing, (i) complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, (ii) was prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as may be permitted by the SEC on Form 101O-Q Q, 8-K or any successor form under the Exchange Act) and (iii) fairly presented the consolidated financial position of Parent and its subsidiaries as at the respective dates thereof and the consolidated results of its Parent's operations and cash flows for the periods indicated, except that the unaudited interim financial statements may not contain footnotes and were or are subject to normal and recurring year-end adjustments which were not, or are not expected to be, material in amountadjustments. The balance sheet of Parent contained in the Parent SEC Reports as of January 2September 30, 2000 2001 is hereinafter referred to as the "PARENT BALANCE SHEET." Except as disclosed in the Parent Financials, since the date of the Parent Balance Sheet neither Parent nor any of its subsidiaries has any liabilities (absolute, accrued, contingent or otherwise) of a nature required under GAAP to be disclosed set forth on a balance sheet or in the related notes to the consolidated financial statements prepared in accordance with GAAP which are, individually or in the aggregate, material to the business, results of operations or financial condition of Parent and its subsidiaries taken as a whole, except for liabilities (i) provided for in the Parent Balance Sheet, or (ii) incurred since the date of the Parent Balance Sheet in the ordinary course of business consistent with past practices and immaterial liabilities incurred in the aggregateconnection with this Agreement. (c) Parent has heretofore furnished to the Company a complete and correct copy of any amendments or modifications, which have not yet been filed with the SEC but which are required to be filed, to agreements, documents or other instruments which previously had been filed by Parent with the SEC pursuant to the Securities Act or the Exchange Act.

SEC Filings; Parent Financial Statements. (a) Parent has timely filed all forms, reports reports, registration statements and documents Parent has been required to file with the SEC since January 1, 1998, and has made available to the Company such forms, reports and documents in the form be filed by Parent with the SEC. All such required forms, reports and documents (including those that Parent may file subsequent to the date hereofhereof until the Closing) are referred to herein as the "PARENT “Parent SEC REPORTS." Reports;” provided, that any Parent SEC Report shall be deemed to include all amendments to such report through the date hereof. As of their respective datesfiling dates (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), the Parent SEC Reports (i) were prepared complied in accordance all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Reports, Reports and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of Parent's subsidiaries is required to file any forms, reports or other documents with the SEC. (b) Each set of the consolidated financial statements of Parent (including, in each case, any related the notes thereto) contained ), included in the Parent SEC Reports (the "PARENT FINANCIALS"“Parent Financial Statements”), including any each Parent SEC Reports Report filed after the date hereof until the Closing, (i) complied as to form in all material respects with the published applicable rules and regulations of the SEC with respect thereto, ; (ii) was prepared in accordance with GAAP applied on a consistent basis throughout the periods involved indicated (except as may be indicated in other than the provision of notes thereto or, in to the case of unaudited interim financial statements, as may be permitted by the SEC on Form 10-Q under the Exchange Act) statements for quarterly periods); and (iii) fairly presented the consolidated financial position of Parent and its subsidiaries at the respective dates thereof and the consolidated results of its Parent’s operations and cash flows for the periods indicatedindicated (subject, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not, or are not expected to be, material in amount. The balance sheet of Parent contained in the Parent SEC Reports case of unaudited financial statements, to audit adjustments). There has been no change in Parent’s accounting policies except as of January 2, 2000 is hereinafter referred to as the "PARENT BALANCE SHEET." Except as disclosed described in the Parent Financials, neither Parent nor any of its subsidiaries has any liabilities (absolute, accrued, contingent or otherwise) of a nature required to be disclosed on a balance sheet or in the related notes to the consolidated financial statements prepared in accordance with GAAP which are, individually or in the aggregate, material to the business, results of operations or financial condition of Parent and its subsidiaries taken as a whole, except liabilities (i) provided for in the Parent Balance Sheet, or (ii) incurred since the date of the Parent Balance Sheet in the ordinary course of business consistent with past practices and immaterial in the aggregateFinancial Statements. (c) Parent has heretofore furnished to the Company a complete and correct copy of any amendments or modifications, which have not yet been filed with the SEC but which are required to be filed, to agreements, documents or other instruments which previously had been filed by Parent with the SEC pursuant to the Securities Act or the Exchange Act.

SEC Filings; Parent Financial Statements. (a) Except as set forth in Section 4.7(a) of the Parent has Disclosure Letter, Parent and each Parent Subsidiary have filed all forms, reports reports, schedules, statements and documents Parent has been required to file be filed with the SEC by Parent or such Parent Subsidiary since January 1, 19982000 (such documents, as supplemented and amended, the "Parent SEC Reports"), each of which has made available to the Company such forms, reports and documents complied in the form filed all material respects with the SEC. All such required forms, reports and documents (including those that Parent may file subsequent to the date hereof) are referred to herein as the "PARENT SEC REPORTS." As of their respective dates, the Parent SEC Reports (i) were prepared in accordance with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated thereunder and the Exchange Act and the rules and regulations promulgated thereunder, each as in effect on the date so filed (and, in the case of registration statements and proxy statements, on the SEC thereunder applicable to such dates of effectiveness and the dates of mailing, respectively, and in the case of any Parent SEC Reports, and (ii) did not at the time they were filed (or if Reports amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing). Except as set forth in Section 4.7(a) of the Parent Disclosure Letter, none of the Parent SEC Reports (including any financial statements or schedules included or incorporated by reference therein) contained when filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and in the case of any Parent SEC Reports amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing) contain any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein (or incorporated by reference therein) or necessary in order to make the statements therein (or incorporated by reference therein), in the light of the circumstances under which they were made, not misleading. None The principal executive officer of Parent and the principal financial officer of Parent (and each former principal executive officer of Parent and each former principal financial officer of Parent's subsidiaries is , as applicable) have made the certifications required to file any formsby Sections 302 and 906 of the Sarbanes-Oxley Act, reports or other documents with and the SEC. (b) Each set of consolidated financial statements (including, in each case, any related notes thereto) contained in the Parent SEC Reports (the "PARENT FINANCIALS"), including any Parent SEC Reports filed after the date hereof until the Closing, (i) complied as to form in all material respects with the published rules and regulations of the SEC promxxxxxxx xxxxxxnder with respect to Parent's filings pursuant to the Exchange Act. For purposes of the preceding sentence, "principal executive officer" and "principal financial officer" shall have the meanings given to such terms in the Sarbanes-Oxley Act. (b) Except as set forth in Section 0.0(x) xx xxx Parent Disclosure Letter or as disclosed in the Parent SEC Reports filed on or before the date of this Agreement, all of the financial statements included in the Parent SEC Reports filed on or before the date of this Agreement, in each case, including any related notes thereto, as filed with the SEC (ii) was collectively, the "Parent Financial Statements"), have been prepared in all material respects in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as may be permitted by the SEC on Form 10-Q under of the Exchange ActSEC and subject, in the case of such unaudited statements, to normal, recurring adjustments that would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect) and (iii) fairly presented present in all material respects the consolidated financial position of Parent and its subsidiaries the Parent Subsidiaries at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated. (c) Except as set forth in Section 4.7(c) of the Parent Disclosure Letter, except that there are no liabilities of Parent or any of the unaudited interim financial statements were Parent Subsidiaries of any kind whatsoever, whether or are subject to normal not accrued and recurring year-end adjustments which were notwhether or not contingent or absolute, other than (i) liabilities disclosed or are not expected to be, material provided for in amount. The the consolidated balance sheet of Parent contained and the Parent Subsidiaries at December 31, 2002, including the notes thereto, and liabilities incurred in the ordinary course of business since December 31, 2002, (ii) liabilities disclosed in the Parent SEC Reports as filed on or before the date of January 2this Agreement, 2000 is hereinafter referred (iii) liabilities incurred on behalf of Parent in connection with this Agreement and the contemplated Merger, and (iv) liabilities that would not reasonably be expected to as the "PARENT BALANCE SHEET." Except as disclosed in the Parent Financials, neither Parent nor any of its subsidiaries has any liabilities (absolute, accrued, contingent or otherwise) of a nature required to be disclosed on a balance sheet or in the related notes to the consolidated financial statements prepared in accordance with GAAP which arehave, individually or in the aggregate, material to the business, results of operations or financial condition of a Parent and its subsidiaries taken as a whole, except liabilities (i) provided for in the Parent Balance Sheet, or (ii) incurred since the date of the Parent Balance Sheet in the ordinary course of business consistent with past practices and immaterial in the aggregateMaterial Adverse Effect. (c) Parent has heretofore furnished to the Company a complete and correct copy of any amendments or modifications, which have not yet been filed with the SEC but which are required to be filed, to agreements, documents or other instruments which previously had been filed by Parent with the SEC pursuant to the Securities Act or the Exchange Act.

SEC Filings; Parent Financial Statements. (a) Parent has filed all forms, reports reports, and documents Parent has been required to file be filed with the SEC since January 1, 1998, 1999 and has made available to the Company such formsCompany, reports and documents in the form filed with the SEC, (i) its Annual Reports on Form 10-K for the fiscal years ended December 31, 2000, 2001 and 2002, (ii) its Quarterly Reports on Form 10-Q for the periods ended March 31 and June 30, 2003, (iii) all proxy statements relating to Parent's meetings of stockholders (whether annual or special) held since January 1, 2000, (iv) all information statements relating to stockholder actions since January 1, 2000, (v) all other reports or registration statements filed by Parent with the SEC since January 1, 2000 (including the Form 8-K filed by Parent on October 21, 2003), and (vi) all amendments and supplements to all such reports, proxy statements, information statements, and registration statements filed by Parent with the SEC; and Parent will make available to the Company in the form filed with the SEC, as soon as practicable, its Quarterly Report on Form 10-Q for the period ended September 30, 2003. All such required forms, reports and documents (including those that Parent may file subsequent to enumerated in clauses (i) through (vi) of the date hereofpreceding sentence and Parent's September 30, 2003 Form 10-Q, when filed) are referred to herein as the "PARENT Parent SEC REPORTSReports." As of their respective dates, the Parent SEC Reports (i) were prepared in accordance with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Reports, Reports and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of Parent's subsidiaries is required to file any forms, reports or other documents with the SEC. (b) Each set of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Parent SEC Reports (the "PARENT FINANCIALSParent Financials"), including any Parent SEC Reports filed after the date hereof until the Closing, (ix) complied or will comply as to form in all material respects with the published rules and regulations of the SEC with respect thereto, (iiy) was or will be prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto orthereto), in the case of unaudited interim financial statements, as may be permitted by the SEC on Form 10-Q under the Exchange Act) and (iiiz) fairly presented or will fairly present the consolidated financial position of Parent and its subsidiaries as at the respective dates thereof and the consolidated results of its operations operations, cash flows, and cash flows changes in stockholders' equity (if presented) for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not, not or are not expected to be, be material in amount. The unaudited balance sheet of Parent as of September 30, 2003 contained in the Parent SEC Reports as of January 2, 2000 is hereinafter referred to as the "PARENT BALANCE SHEET." Except as disclosed in the Parent Financials, neither Parent nor any of its subsidiaries has any liabilities (absolute, accrued, contingent or otherwise) of a nature required to be disclosed on a balance sheet or in the related notes to the consolidated financial statements prepared in accordance with GAAP which are, individually or in the aggregate, material to the business, results of operations or financial condition of Parent and its subsidiaries taken as a whole, except liabilities (i) provided for in the Parent Balance Sheet, or (ii) incurred since the date of the Parent Balance Sheet in the ordinary course of business consistent with past practices and immaterial in the aggregate." (c) Parent has heretofore furnished to the Company a complete and correct copy of any amendments or modifications, which have not yet been filed with the SEC but which are required to be filed, to agreements, documents documents, or other instruments which previously had been filed by Parent with the SEC pursuant to the Securities Act or the Exchange Act.

SEC Filings; Parent Financial Statements. (a) Parent has filed all forms, reports and documents Parent has been required to file be filed by Parent with the SEC since January September 1, 19981994, and has made available to the Company such forms, reports and documents in the form filed with the SEC. All such required forms, reports and documents (including those that Parent may file subsequent to the date hereof) are referred to herein as the "PARENT SEC REPORTS." As of their respective dates, the Parent SEC Reports (i) were prepared in accordance with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent 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 therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of Parent's subsidiaries is required to file any forms, reports or other documents with the SEC. (b) Each set of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Parent SEC Reports (the "PARENT FINANCIALS"), including any Parent SEC Reports filed after the date hereof until the Closing, (i) complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, (ii) was prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as may be permitted by the SEC on Form 10-Q under the Exchange Act) and (iii) fairly presented the consolidated financial position of Parent and its subsidiaries as at the respective dates thereof and the consolidated results of its Parent's operations and cash flows for the periods indicated, except that the unaudited interim financial statements may not contain footnotes and were or are subject to normal and recurring year-year- end adjustments which were not, or are not expected to be, material in amountadjustments. The balance sheet of Parent contained in the Parent SEC Reports as of January 2June 30, 2000 1997 is hereinafter referred to as the "PARENT BALANCE SHEET." Except as disclosed in the Parent Financials, since the date of the Parent Balance Sheet neither Parent nor any of its subsidiaries has any liabilities required under GAAP to be set forth on a balance sheet (absolute, accrued, contingent or otherwise) of a nature required to be disclosed on a balance sheet or in the related notes to the consolidated financial statements prepared in accordance with GAAP which are, individually or in the aggregate, material to the business, results of operations or financial condition of Parent and its subsidiaries taken as a whole, except for liabilities (i) provided for in the Parent Balance Sheet, or (ii) incurred since the date of the Parent Balance Sheet in the ordinary course of business consistent with past practices and immaterial in the aggregatepractices. (c) Parent has heretofore furnished to the Company a complete and correct copy of any amendments or modifications, which have not yet been filed with the SEC but which are required to be filed, to agreements, documents or other instruments which previously had been filed by Parent with the SEC pursuant to the Securities Act or the Exchange Act.

SEC Filings; Parent Financial Statements. (a) Parent has filed all forms, reports and documents Parent has been required to file with the SEC since January 1, 1998, and has furnished or made available to the Company such formstrue and correct copies of its Annual Report on Form 10-K for the year ended December 31, reports 1998 and documents in its Quarterly Reports on Form 10-Q for the form quarters ended March 31, 1999, June 30, 1999 and September 30, 1999 and its definitive Proxy Statement dated April 7, 1999, each as filed with the Securities and Exchange Commission ("SEC. All such required forms") under the Securities Exchange Act of 1934, reports and documents as amended (including those that Parent may file subsequent to the date hereof"EXCHANGE ACT") are (all of the foregoing being collectively referred to herein as the "PARENT SEC REPORTS." DOCUMENTS"). The SEC Documents constitute all reports filed by the Parent under the Exchange Act since December 31, 1998. As of their respective filing dates, the Parent SEC Reports (i) were prepared Documents complied in accordance all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the applicable rules and regulations of the SEC thereunder applicable to such Parent SEC Reportsthereunder, and (ii) did not at none of 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 SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under in which they were made, not misleading, except to the extent corrected by a document subsequently filed with the SEC prior to the date hereof and delivered to the Company. None The financial statements of Parent's subsidiaries is required to file any forms, reports or other documents with including the SEC. (b) Each set of consolidated financial statements (including, in each case, any related notes thereto) contained , included in the Parent SEC Reports Documents (the "PARENT FINANCIALSFINANCIAL STATEMENTS"), including any Parent SEC Reports filed after the date hereof until the Closing, (i) complied comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, (ii) was have been prepared in accordance with GAAP consistently applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as may be permitted by the SEC on Form 10-Q under of the Exchange ActSEC) and (iii) present fairly presented the consolidated financial position of Parent and its subsidiaries at the respective dates thereof and the of its consolidated results of its operations and cash flows for the periods indicatedthen ended (subject, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not, or are not expected to be, material in amount. The balance sheet of Parent contained in the Parent SEC Reports as case of January 2, 2000 is hereinafter referred to as the "PARENT BALANCE SHEET." Except as disclosed in the Parent Financials, neither Parent nor any of its subsidiaries has any liabilities (absolute, accrued, contingent or otherwise) of a nature required to be disclosed on a balance sheet or in the related notes to the consolidated financial statements prepared in accordance with GAAP which are, individually or in the aggregate, material to the business, results of operations or financial condition of Parent and its subsidiaries taken as a whole, except liabilities (i) provided for in the Parent Balance Sheet, or (ii) incurred since the date of the Parent Balance Sheet in the ordinary course of business consistent with past practices and immaterial in the aggregate. (c) Parent has heretofore furnished to the Company a complete and correct copy of any amendments or modifications, which have not yet been filed with the SEC but which are required to be filedunaudited statements, to agreementsnormal, documents or other instruments which previously had been filed by Parent with the SEC pursuant to the Securities Act or the Exchange Actrecurring audit adjustments).

SEC Filings; Parent Financial Statements. (a) Parent has timely filed all forms, reports and documents Parent has been required to be filed by it with the SEC since July 23, 1996 (the "Parent Pre-Signing SEC Documents") and the Parent will timely file with the SEC since January 1, 1998, and has made available to the Company such all forms, reports and documents in required to be so filed after the form filed date of this Agreement but before the Effective Time (the "Parent Post-Signing SEC Documents" and, collectively with the SEC. All such required formsParent Pre-Signing SEC Documents, reports and documents (including those that Parent may file subsequent to the date hereof) are referred to herein as the "PARENT Parent SEC REPORTS." Reports"). As of their respective dates, the Parent SEC Reports (i) were prepared in accordance with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Reports, Reports and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such subsequent filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make made the statements therein, in the light of the circumstances under which they were made, not misleading. None of Parent's subsidiaries is required to file any formsform, reports or other documents with the SEC. (b) Each set of the consolidated financial statements (including, in each case, any related notes and schedules thereto) contained in the Parent SEC Reports (the "PARENT FINANCIALSParent Financials"), including any ) or that will be contained in the Parent Post-Signing SEC Reports filed after the date hereof until the ClosingDocuments, (ix) complied complies or will comply, as the case may be, as to form in all material respects with the published rules and regulations of the SEC with respect thereto, (iiy) was or will be, as the case may be, prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as may be permitted by the SEC on Form 10-Q under the Exchange Actthereto) and (iiiz) fairly presented presented, or will fairly present, as the case may be, the consolidated financial position of Parent and its subsidiaries as at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are will be subject to normal and recurring year-end adjustments which were not, not or are will not be expected to be, be material in amount. The audited balance sheet of Parent as of December 31, 2000 contained in the Parent SEC Reports as of January 2, 2000 is hereinafter referred to as the "PARENT BALANCE SHEET." Except as disclosed in the Parent Financials, neither Parent nor any of its subsidiaries has any liabilities (absolute, accrued, contingent or otherwise) of a nature required to be disclosed on a balance sheet or in the related notes to the consolidated financial statements prepared in accordance with GAAP which are, individually or in the aggregate, material to the business, results of operations or financial condition of Parent and its subsidiaries taken as a whole, except liabilities (i) provided for in the Parent Balance Sheet, or (ii) incurred since the date of the Parent Balance Sheet in the ordinary course of business consistent with past practices and immaterial in the aggregate." (c) Parent has heretofore furnished to the Company a complete and correct copy of any amendments or modifications, which have not yet been filed with the SEC but which are required to be filed, to agreements, documents or other instruments which previously had been filed by Parent with the SEC pursuant to the Securities Act or the Exchange Act.

SEC Filings; Parent Financial Statements. (a) Parent has filed all forms, reports and documents Parent has been required to file be filed with the SEC since January 1, 1998, the initial filing date of the registration statement for Parent's initial public offering and has made available to the Company such forms, reports and documents in the form filed with the SEC. All such required forms, reports and documents (including those that Parent may file subsequent to the date hereof) are referred to herein as the "PARENT SEC REPORTS." As of their respective dates, the Parent SEC Reports (i) were prepared in accordance with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent 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 therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of Parent's subsidiaries is required to file any forms, reports or other documents with the SEC. (b) Each set of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Parent SEC Reports (the "PARENT FINANCIALS"), including any Parent SEC Reports filed after the date hereof until the Closing, (i) complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, (ii) was prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as may be permitted by the SEC on Form 10-Q under the Exchange Act) and (iii) fairly presented the consolidated financial position of Parent and its subsidiaries at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not, or are not expected to be, material in amount. The balance sheet of Parent contained in the Parent SEC Reports as of January 2June 30, 2000 is hereinafter referred to as the "PARENT BALANCE SHEET." Except as disclosed in the Parent Financials, neither Parent nor any of its subsidiaries has any liabilities (absolute, accrued, contingent or otherwise) of a nature required to be disclosed on a balance sheet or in the related notes to the consolidated financial statements prepared in accordance with GAAP which are, individually or in the aggregate, material to the business, results of operations or financial condition of Parent and its subsidiaries taken as a whole, except liabilities (i) provided for in the Parent Balance Sheet, or (ii) incurred since the date of the Parent Balance Sheet in the ordinary course of business consistent with past practices and immaterial in the aggregatewhich would not reasonably be expected to have a Material Adverse Effect on Parent. (c) Parent has heretofore furnished to the Company a complete and correct copy of any amendments or modifications, which have not yet been filed with the SEC but which are will be required to be filed, to agreements, documents or other instruments which previously had been filed by Parent with the SEC pursuant to the Securities Act or the Exchange Act.

SEC Filings; Parent Financial Statements. (a) Parent has delivered or made available to Buyer (through reference to documents filed by XXXXX or otherwise) accurate and complete copies of all forms, reports and documents filed by Parent has been required to file with the Securities and Exchange Commission (“SEC”) since October 1 2004 (the “Parent SEC since January 1Reports”), 1998, and has made available to which are all the Company such forms, reports and documents in the form required to be filed by Parent with the SECSEC since such date. All such required forms, reports and documents (including those that Parent may file subsequent to the date hereof) are referred to herein as the "PARENT SEC REPORTS." As of their respective dates, the Parent SEC Reports (i) were prepared in accordance and complied in all material respects with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Reports, Reports and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of Parent's subsidiaries ’s Subsidiaries is required to file any forms, reports or other documents with the SEC. (b) Each set of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Parent SEC Reports (the "PARENT FINANCIALS"), including any “Parent SEC Reports filed after the date hereof until the Closing, Financial Statements”) (i) complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, (ii) was were prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as may be permitted by the SEC on Form 10-Q under the Exchange Act) and (iii) fairly presented in all material respects the consolidated financial position of Parent and its subsidiaries as at the respective dates thereof and the consolidated results of its Parent’s operations and cash flows for the periods indicated, except that the unaudited interim financial statements may not contain footnotes and were or are subject to normal and recurring year-end adjustments which were not, or are not expected to be, material in amount. The balance sheet of Parent contained in the Parent SEC Reports as of January 2, 2000 is hereinafter referred to as the "PARENT BALANCE SHEETadjustments." Except as disclosed in the Parent Financials, neither Parent nor any of its subsidiaries has any liabilities (absolute, accrued, contingent or otherwise) of a nature required to be disclosed on a balance sheet or in the related notes to the consolidated financial statements prepared in accordance with GAAP which are, individually or in the aggregate, material to the business, results of operations or financial condition of Parent and its subsidiaries taken as a whole, except liabilities (i) provided for in the Parent Balance Sheet, or (ii) incurred since the date of the Parent Balance Sheet in the ordinary course of business consistent with past practices and immaterial in the aggregate. (c) Parent has heretofore furnished to the Company a complete and correct copy of any amendments or modifications, which have not yet been filed with the SEC but which are required to be filed, to agreements, documents or other instruments which previously had been filed by Parent with the SEC pursuant to the Securities Act or the Exchange Act.

SEC Filings; Parent Financial Statements. (a) Parent has filed all forms, reports and documents Parent has been required to file be filed by Parent with the SEC since January 1February 29, 19982000, and has made available to the Company Target such forms, reports and documents in the form filed with the SEC. All such required forms, reports and documents (including those that Parent may file subsequent to the date hereof) are referred to herein as the "PARENT Parent SEC REPORTS---------- Reports." As of their respective dates, the Parent SEC Reports (i) were ------- prepared in accordance with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent 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 therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of Parent's subsidiaries is required to file any forms, reports or other documents with the SEC. (b) Each set of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Parent SEC Reports (the "PARENT FINANCIALSParent Financials"), including any Parent SEC Reports filed after the date ----------------- hereof until the Closing, (i) complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, (ii) was prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as may be permitted by the SEC on Form 10-Q under the Exchange Act) and (iii) fairly presented the consolidated financial position of Parent and its subsidiaries as at the respective dates thereof and the consolidated results of its Parent's operations and cash flows for the periods indicated, except that the unaudited interim financial statements may not contain footnotes and were or are subject to normal and recurring year-year- end adjustments which were not, or are not expected to be, material in amount. The balance sheet of Parent contained in the Parent SEC Reports as of January 2, 2000 is hereinafter referred to as the "PARENT BALANCE SHEET." Except as disclosed in the Parent Financials, neither Parent nor any of its subsidiaries has any liabilities (absolute, accrued, contingent or otherwise) of a nature required to be disclosed on a balance sheet or in the related notes to the consolidated financial statements prepared in accordance with GAAP which are, individually or in the aggregate, material to the business, results of operations or financial condition of Parent and its subsidiaries taken as a whole, except liabilities (i) provided for in the Parent Balance Sheet, or (ii) incurred since the date of the Parent Balance Sheet in the ordinary course of business consistent with past practices and immaterial in the aggregateadjustments. (c) Parent has heretofore furnished to the Company Target a complete and correct copy of any amendments or modifications, which have not yet been filed with the SEC but which are required to be filed, to agreements, documents or other instruments which previously had been filed by Parent with the SEC pursuant to the Securities Act or the Exchange Act.

SEC Filings; Parent Financial Statements. (a) Parent has filed all forms, reports reports, schedules, statements and other documents Parent has been (including all exhibits, annexes, supplements and amendments to such documents) required to file with be filed by it under the Exchange Act and the Securities Act since June 30, 2000 (collectively, including any such documents filed subsequent to the date of this Agreement, the “Parent SEC since January 1, 1998, Reports”) and Parent has made available to the Company such forms, reports and documents in the form Seller each Parent SEC Report filed with the U.S. Securities and Exchange Commission (the “SEC”) since December 31, 2002. All such required forms, reports and documents (including those that Parent may file subsequent to the date hereof) are referred to herein as the "PARENT SEC REPORTS." As of their respective dates, the The Parent SEC Reports Reports, including any financial statements or schedules included or incorporated therein by reference, at the time they were filed, (i) were prepared complied in accordance all material respects with the requirements of the Exchange Act or the Securities Act or the Exchange Actboth, as the case may be, and the rules and regulations of the SEC thereunder applicable to such those Parent SEC Reports, Reports and (ii) did not at the time they were filed (or if amended or superseded by a not, as of their respective filing prior to the date of this Agreementdates, 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 therein or necessary in order to make the statements thereinmade in those Parent SEC Reports, in the light of the circumstances under which they were made, not misleading. None No Parent Subsidiary is subject to the periodic reporting requirements of Parent's subsidiaries the Exchange Act or is otherwise required to file any forms, reports or other documents with the SECSEC or any national securities exchange or quotation service or comparable Governmental Entity. (b) Each set of the consolidated financial statements (including, in each case, any related notes thereto) contained balance sheets included in the Parent SEC Reports (including the "PARENT FINANCIALS")related notes and schedules) fairly presented, including any in all material respects, the consolidated financial position of the Parent as of the dates set forth in those consolidated balance sheets, in each case in conformity with U.S. GAAP. Each of the consolidated statements of income and of cash flows included in the Parent SEC Reports filed after the date hereof until the Closing, (including any related notes and schedules) (i) fairly presented, in all material respects, the consolidated results of operations and cash flows, as the case may be, of the Parent and the consolidated Parent Subsidiaries for the periods set forth in those consolidated statements of income and of cash flows (subject, in the case of unaudited quarterly statements, to notes and normal year-end audit adjustments that will not be material in amount or effect), in each case in conformity with U.S. GAAP consistently applied throughout the periods indicated, and (ii) were correct and complete, and were consistent with the books and records of the Parent and the Parent Subsidiaries (which books and records were correct and complete). All of such balance sheets and statements complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, . (iic) was prepared in accordance with GAAP applied Except as and to the extent set forth on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as may be permitted by the SEC on Form 10-Q under the Exchange Act) and (iii) fairly presented the consolidated financial position balance sheet of the Parent and its subsidiaries at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not, or are not expected to be, material in amount. The balance sheet of Parent contained in the Parent SEC Reports Subsidiaries as of January 2September 30, 2000 is hereinafter referred to as 2003 including the "PARENT BALANCE SHEET." Except as disclosed in the Parent Financialsrelated notes, neither the Parent nor any of its subsidiaries Parent Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, accrued, contingent or otherwise) of a nature that would be required to be disclosed reflected on a balance sheet or in the related notes to the consolidated financial statements prepared in accordance with GAAP which are, individually or in the aggregate, material to the business, results of operations or financial condition of Parent and its subsidiaries taken as a wholeU.S. GAAP, except for liabilities (i) provided for in the Parent Balance Sheet, or (ii) obligations incurred since the date of the Parent Balance Sheet in the ordinary course of business consistent with past practices and immaterial in the aggregatebusiness. (cd) Except for this Agreement, as of the date hereof Parent has heretofore furnished is not party to the Company a complete and correct copy of any amendments agreement or modifications, which have not yet been filed with the SEC but which are required to be filed, to agreements, documents or other instruments which previously had been filed by Parent with the SEC commitment pursuant to which it will acquire either a majority of the Securities Act outstanding capital stock or all or substantially all of the Exchange Actassets of another Person.

SEC Filings; Parent Financial Statements. (a) Since January 1, 2002, the Parent has filed all forms, reports and documents Parent has been required to file be filed by the Parent with the SEC since January 1, 1998, and has made available to Company and will continue to make available to the Company such forms, reports and documents in the form filed with the SECSEC (if and to the extent such forms, reports and documents are not available on EXXXX) until the Closing. All such required forms, reports and documents (including those that the Parent may file subsequent to the date hereof) are referred to herein as the "PARENT “Parent SEC REPORTSReports." ” As of their respective dates, the Parent SEC Reports (i) were prepared in accordance with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Reports, Reports and (ii) did not at the time they were filed (or if subsequently amended or superseded by a filing prior to the date of this Agreement, then on the date of such subsequent filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of Parent's ’s subsidiaries is required to file any forms, reports or other documents with the SEC. (b) Each set of the consolidated financial statements (including, in each case, any related notes ones thereto) contained in the Parent SEC Reports (the "PARENT FINANCIALS"“Parent Financials”), including any Parent SEC Reports filed after the date hereof until the Closing, (i) complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, (ii) was prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as may be permitted by the SEC on Form 10-Q Q, 8-K or any successor form under the Exchange Act) and (iii) fairly presented the consolidated financial position of the Parent and its subsidiaries as at the respective dates thereof and the consolidated results of its the Parent’s operations and cash flows for the periods indicated, except that the unaudited interim financial statements may not contain all the footnotes required by GAAP for audited statements, and were or are subject to normal and recurring year-end adjustments which were notthat the Parent does not expect to be material, individually or are not expected to be, material in amountthe aggregate. The balance sheet of the Parent contained in the Parent SEC Reports Report as of January 2September 30, 2000 2004 is hereinafter referred to as the "PARENT BALANCE SHEET“Parent Balance Sheet." Except as disclosed in ” Neither the Parent Financials, neither Parent nor any of its subsidiaries has any liabilities (absolute, accrued, contingent or otherwise) of a nature required to be disclosed on a balance sheet or in the related notes to the consolidated financial statements prepared in accordance with GAAP which that are, individually or in the aggregate, material to the business, results of operations or financial condition of the Parent and its subsidiaries taken as a whole, except for liabilities (i) provided for in reflected on the Parent Balance Sheet, or (ii) incurred since the date of the Parent Balance Sheet in the ordinary course of business consistent with past practices and immaterial practices, or (iii) that are not required to be reflected in the aggregateParent Balance Sheet under GAAP and are described on the Parent Disclosure Schedule. (c) The Parent has heretofore furnished to not been notified by its independent auditors or the Company a complete and correct copy staff of any amendments or modifications, which have not yet been filed with the SEC but which that such auditors or the staff of the SEC, as the case may be, are required to be filed, to agreements, documents or other instruments which previously had been of the view that any financial statement included in any registration statement filed by Parent with the SEC pursuant to under the Securities Act or any periodic or current report filed by Parent under the Exchange Act should be restated, or that the Parent should modify its accounting in future periods in a manner that would be materially adverse to the Parent. (d) The Parent is in compliance in all material respects with all effective provisions of the Sxxxxxxx-Xxxxx Act of 2002 (the “Sxxxxxxx-Xxxxx Act” ) that are applicable to the Parent as of the date hereof, and any related rules and regulations promulgated by the SEC, and is diligently making preparations to comply on a timely basis with all other provisions of the Sxxxxxxx-Xxxxx Act as they become effective and applicable to the Parent.

SEC Filings; Parent Financial Statements. (a) Parent has filed all forms, reports reports, and documents Parent has been required to file be filed with the SEC since January 1, 1998, 1999 and has made available to the Company such formsCompany, reports and documents in the form filed with the SEC, (i) its Annual Reports on Form 10-K for the fiscal years ended December 31, 1999, 2000, and 2001, (ii) its Quarterly Reports on Form 10-Q for the periods ended March 31, June 30, and September 30, 2002, (iii) all proxy statements relating to Parent's meetings of stockholders (whether annual or special) held since January 1, 2000, (iv) all other reports or registration statements filed by Parent with the SEC since January 1, 1999, and (v) all amendments and supplements to all such reports, proxy statements and registration statements filed by Parent with the SEC. All such required forms, reports and documents (including those that Parent may file subsequent to enumerated in clauses (i) through (v) of the date hereofpreceding sentence) are referred to herein as the "PARENT Parent SEC REPORTSReports." As ------------------- of their respective dates, the Parent SEC Reports (i) were prepared in accordance with the requirements of the Securities Act of 1933, as amended (the "Securities Act") or the Exchange Act, as the case may be, and the rules and ----------------- regulations of the SEC thereunder applicable to such Parent SEC Reports, Reports and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of Parent's subsidiaries is required to file any forms, reports or other documents with the SEC. (b) Each set of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Parent SEC Reports (the "PARENT FINANCIALSParent Financial Statements"), including any Parent SEC Reports filed ----------------------------- after the date hereof until the Closing, (ix) complied or will comply as to form in all material respects with the published rules and regulations of the SEC with respect thereto, (iiy) was or will be prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as may be permitted by the SEC on Form 10-Q under the Exchange Actthereto) and (iiiz) fairly presented or will fairly present the consolidated financial position of Parent and its subsidiaries as at the respective dates thereof and the consolidated results of its operations and operations, cash flows and changes in stockholders' equity (if presented) for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not, not or are not expected to be, be material in amount. The balance sheet of Parent contained in the Parent SEC Reports as of January 2December 31, 2000 2002 provided by Parent to the Company is hereinafter referred to as the "PARENT BALANCE SHEET." Except as disclosed in the Parent Financials, neither Parent nor any of its subsidiaries has any liabilities (absolute, accrued, contingent or otherwise) of a nature required to be disclosed on a balance sheet or in the related notes to the consolidated financial statements prepared in accordance with GAAP which are, individually or in the aggregate, material to the business, results of operations or financial condition of Parent and its subsidiaries taken as a whole, except liabilities (i) provided for in the Parent Balance Sheet, or (ii) incurred since the date of the Parent Balance Sheet in the ordinary course of business consistent with past practices and immaterial in the aggregate." ----------------------- (c) Parent has heretofore furnished to the Company a complete and correct copy of any amendments or modifications, which have not yet been filed with the SEC but which are required to be filed, to agreements, documents or other instruments which previously had been filed by Parent with the SEC pursuant to the Securities Act or the Exchange Act.

SEC Filings; Parent Financial Statements. (a) Parent has filed all forms, reports reports, and documents Parent has been required to file be filed by Parent with the SEC since January 1, 1998, and has made available to the Company such forms, reports reports, and documents in the form filed with the SEC. All such required forms, reports and documents (including those that Parent may file subsequent to the date hereofhereof until the closing) are referred to herein as the "PARENT Parent SEC REPORTS---------- Reports." As of their respective filing dates, the Parent SEC Reports (i) were prepared complied in accordance all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Reports, Reports and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of Parent's subsidiaries is required to file any forms, reports or other documents with the SEC. (b) Each set of the consolidated financial statements of Parent (including, in each case, any related the notes thereto) contained ), included in the Parent SEC Reports (the "PARENT FINANCIALSParent Financial Statements"), including any each Parent SEC Reports Report filed --------------------------- after the date hereof until the Closing, (i) complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, ; (ii) was prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as may be permitted by the SEC on Form 10-Q under the Exchange Act) and (iii) fairly presented the consolidated financial position of Parent and its subsidiaries at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not, or are not expected to be, material in amount. The balance sheet of Parent contained in the Parent SEC Reports as of January 2, 2000 is hereinafter referred to as the "PARENT BALANCE SHEET." Except as disclosed in the Parent Financials, neither Parent nor any of its subsidiaries has any liabilities (absolute, accrued, contingent or otherwise) of a nature required to be disclosed on a balance sheet or in the related notes to the consolidated financial statements prepared in accordance with GAAP which are, individually or in the aggregate, material to the business, results of operations or financial condition of Parent and its subsidiaries taken as a whole, except liabilities (i) provided for in the Parent Balance Sheet, or (ii) incurred since the date of the Parent Balance Sheet in the ordinary course of business consistent with past practices and immaterial in the aggregate. (c) Parent has heretofore furnished to the Company a complete and correct copy of any amendments or modifications, which have not yet been filed with the SEC but which are required to be filed, to agreements, documents or other instruments which previously had been filed by Parent with the SEC pursuant to the Securities Act or the Exchange Act.was

SEC Filings; Parent Financial Statements. (a) Parent has timely filed all forms, reports reports, and documents Parent has been required to file be filed by Parent with the SEC U.S. Securities and Exchange Commission (“SEC”) since January 1September 30, 1998, and has made available to the Company such forms, reports and documents in the form filed with the SEC. All such required forms, reports and documents (including those that Parent may file subsequent to 2008 through the date hereof) are referred to herein as hereof (collectively, the "PARENT “SEC REPORTS." Reports”). As of their respective filing dates, the Parent SEC Reports (i) were prepared complied in accordance all material respects with the requirements of the Securities Act of 1933, as amended (the “Securities Act”) or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Reports, Reports and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of Parent's subsidiaries is required to file any forms, reports or other documents with the SEC. (b) Each set of the consolidated financial statements of Parent (including, in each case, any related the notes thereto) contained included in the Parent SEC Reports (the "PARENT FINANCIALS"), including any Parent SEC Reports filed after the date hereof until the Closing, (i) complied at the time filed as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, ; (ii) was prepared in accordance with GAAP applied on a consistent basis throughout the periods involved indicated (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as may be permitted by the SEC on Form 10-Q under the Exchange Act) ); and (iii) fairly presented present in all material respects the consolidated financial position of Parent and its subsidiaries at Subsidiaries as of the respective dates thereof and the consolidated results of Parent’s and its Subsidiaries’ operations and cash flows for the periods indicatedindicated (subject, except that in the case of unaudited interim financial statements were or are subject statements, to normal and recurring year-end adjustments which were not, or are not expected to be, material in amount. The balance sheet of Parent contained in the Parent SEC Reports as of January 2, 2000 is hereinafter referred to as the "PARENT BALANCE SHEETaudit adjustments)." Except as disclosed in the Parent Financials, neither Parent nor any of its subsidiaries has any liabilities (absolute, accrued, contingent or otherwise) of a nature required to be disclosed on a balance sheet or in the related notes to the consolidated financial statements prepared in accordance with GAAP which are, individually or in the aggregate, material to the business, results of operations or financial condition of Parent and its subsidiaries taken as a whole, except liabilities (i) provided for in the Parent Balance Sheet, or (ii) incurred since the date of the Parent Balance Sheet in the ordinary course of business consistent with past practices and immaterial in the aggregate. (c) Parent has heretofore furnished to the Company a complete and correct copy of any amendments or modifications, which have not yet been filed with the SEC but which are required to be filed, to agreements, documents or other instruments which previously had been filed by Parent with the SEC pursuant to the Securities Act or the Exchange Act.

SEC Filings; Parent Financial Statements. (a) Since January 1, 2004, Parent has filed all forms, reports and documents Parent has been required to file be filed by Parent with the SEC since January 1and (if and to the extent such forms, 1998, reports and documents are not available on EXXXX) has made available to the Company such forms, reports and documents in the form filed with the SEC. All such required forms, reports and documents (including those that Parent may file subsequent to the date hereof) are referred to herein as the "PARENT “Parent SEC REPORTSReports." ” As of their respective dates, the Parent SEC Reports (i) were prepared in accordance with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Reports, and (ii) did not at the time they were filed (or if subsequently amended or superseded by a filing prior to the date of this Agreement, then on the date of such subsequent filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of Parent's ’s subsidiaries is required to file any forms, reports or other documents with the SEC. (b) Each set of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Parent SEC Reports (the "PARENT FINANCIALS"“Parent Financials”), including any each Parent SEC Reports Report filed after the date hereof until the Closing, (i) complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, (ii) was prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as may be permitted by the SEC on requirements of Form 10-Q or Form 8-K or any successor form under the Exchange Act) and (iii) fairly presented the consolidated financial position of Parent and its subsidiaries as at the respective dates thereof and the consolidated results of its operations and Parent’s operations, cash flows and shareholders’ equity for the periods indicated, except that the unaudited interim financial statements may not contain all the footnotes required by GAAP for audited statements and were or are subject to normal and recurring year-end adjustments which were notthat Parent does not expect to be material, individually or are not expected to be, material in amountthe aggregate. The balance sheet of Parent contained in the Parent SEC Reports as of January 2March 31, 2000 2007 is hereinafter referred to as the "PARENT BALANCE SHEET“Parent Balance Sheet." Except as disclosed in the Parent Financials, neither ” Neither Parent nor any of its subsidiaries has any liabilities (absolute, accrued, contingent or otherwise) of a nature required to be disclosed on a balance sheet or in the related notes to the consolidated financial statements prepared in accordance with GAAP which are, individually or in the aggregate, material to the business, results of operations or financial condition of Parent and its subsidiaries taken as a whole), except liabilities for (i) provided for in liabilities reflected on the Parent Balance Sheet, or (ii) liabilities incurred since the date of the Parent Balance Sheet in the ordinary course of business consistent with past practices practices, (iii) liabilities incurred in connection with this Agreement and immaterial in the aggregate(iv) liabilities that would not have a Material Adverse Effect on Parent. (c) Parent has heretofore furnished to not been notified by its independent registered public accounting firm or by the Company a complete and correct copy staff of any amendments or modifications, which have not yet been filed with the SEC but which are required to be filedthat such firm or the staff of the SEC, to agreementsas the case may be, documents or other instruments which previously had been is of the view that any financial statement included in any registration statement filed by Parent with the SEC pursuant to under the Securities Act or any periodic or current report filed by Parent under the Exchange Act should be restated, or that Parent should modify its accounting in future periods in a manner that would be materially adverse to Parent. (d) Parent is in compliance in all material respects with the provisions of the Sxxxxxxx-Xxxxx Act that are applicable to Parent, and any related rules and regulations promulgated by the SEC. Parent’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) and internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) are effective in all material respects. Neither Parent nor, to Parent’s knowledge, its independent auditors have identified (i) any significant deficiency or material weakness in Parent’s internal control over financial reporting, (ii) any fraud, whether or not material, that involves Parent’s management or other employees who have a role in the preparation of financial statements or Parent’s internal control over financial reporting or (iii) any claim or allegation regarding any of the foregoing. Since March 31, 2007, there has not been any change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

SEC Filings; Parent Financial Statements. (a) The Parent has filed all forms, reports and documents Parent has been required to file with the SEC since January 1, 1998, and has delivered or made available to the Company such formsaccurate and complete copies of all Parent SEC Documents. All statements, reports reports, schedules, forms and other documents in required to have been filed by the form Parent or its officers with the SEC have been so filed on a timely basis. None of the Parent's Subsidiaries is required to file any documents with the SEC. All such required forms, reports and documents (including those that Parent may file subsequent to the date hereof) are referred to herein as the "PARENT SEC REPORTS." As of their respective dates, the Parent SEC Reports (i) were prepared in accordance time it was filed with the requirements of the Securities Act or the Exchange ActSEC (or, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent 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): (i) contain 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 omit 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. None of Parent's subsidiaries is required to file any forms, reports or other documents with the SEC. (b) Each set of consolidated Except as disclosed in Schedule 4.6(b), the financial statements (including, in each case, including any related notes theretonotes) contained in the Parent SEC Reports Documents (the "PARENT FINANCIALSParent Financial Statements"), including any and the financial statements of the Parent SEC Reports filed after for the date hereof until quarter and year ended December 31, 2004 that have been made available to the Closing, Company: (i) complied as to form in all material respects with the published rules and regulations of the SEC with respect applicable thereto, ; (ii) was were prepared in accordance with the books and records of the Parent, (iii) were prepared in accordance with GAAP consistently applied on a consistent basis throughout the periods involved covered (except as may be indicated in the notes thereto to such financial statements or, in the case of unaudited interim financial statements, as may be permitted by the SEC on Form 10-Q under QSB of the Exchange Act) SEC, and (iii) fairly presented the consolidated financial position of Parent and its subsidiaries at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or may not contain footnotes and are subject to normal and recurring year-end adjustments which were as a result of the audit that will not, or are not expected to be, material in amount. The balance sheet of Parent contained in the Parent SEC Reports as of January 2, 2000 is hereinafter referred to as the "PARENT BALANCE SHEET." Except as disclosed in the Parent Financials, neither Parent nor any of its subsidiaries has any liabilities (absolute, accrued, contingent or otherwise) of a nature required to be disclosed on a balance sheet or in the related notes to the consolidated financial statements prepared in accordance with GAAP which are, individually or in the aggregate, be material to in amount); (iv) fairly present in all material respects the business, consolidated financial position and results of operations or financial condition of the Parent and its subsidiaries taken Subsidiaries as a wholeof and for the periods indicated therein and (v) disclose all material changes in accounting principles, except liabilities (i) provided for in if any, adopted by the Parent Balance Sheet, or (ii) incurred since during the date of period covered by the Parent Balance Sheet in the ordinary course of business consistent with past practices and immaterial in the aggregateFinancial Statements. (c) Except as set forth on Schedule 4.6(c), (i) neither the Parent nor any of its Subsidiaries is a party to any "off-balance sheet arrangements" (as defined in Item 303(a) of Regulation S-K of the SEC) and (ii) there are no outstanding loans to directors and officers of the Parent or its Subsidiaries as provided in Section 402 of the Xxxxxxxx-Xxxxx Act. Except as disclosed in the Parent SEC Documents, each director and officer of the Parent has heretofore filed with or furnished to the Company SEC all statements required by Section 16(a) of the Exchange Act and the rules and regulations thereunder since May 12, 2004. (d) Except as set forth in Schedule 4.6(d), the Parent and each of its Subsidiaries maintains a complete system of internal accounting and correct copy of any amendments other controls sufficient to provide reasonable assurance that (i) material transactions are executed in accordance with management's general or modifications, which have not yet been filed specific authorizations and with the SEC but which investment objectives, policies and restrictions of the Parent and each of its Subsidiaries and the applicable requirements of the Code, (ii) material transactions are required recorded as necessary to be filedpermit preparation of financial statements in conformity with GAAP to calculate net assets value and to maintain accountability for assets, (iii) access to agreementsmaterial assets is permitted only in accordance with management's general or specific authorization, documents or other instruments which previously had been filed by Parent and (iv) the recorded accounting for material assets is compared with the SEC pursuant existing material assets at reasonable intervals and appropriate action is taken with respect to any material differences. (e) The Parent's auditor, since May 12, 2004, has at all times since such date been (i) a registered public accounting firm (as defined in Section 2(a)(12) of the Xxxxxxxx-Xxxxx Act), (ii) "independent" with respect to the Securities Act or Parent within the meaning of Regulation S-X under the Exchange ActAct and (iii) to the Knowledge of the Parent in compliance with subsections (g) through (l) of Section 10A of the Exchange Act and the rules and regulations promulgated by the SEC thereunder and the Public Company Accounting Oversight Board.

SEC Filings; Parent Financial Statements. (a) Parent has filed all forms, reports and documents Parent has been required to file be filed by Parent with the SEC since January 1, 1998the effective date of the registration statement of Parent's initial public offering, and has made available to the Company such forms, reports and documents in the form filed with the SEC. All such required forms, reports and documents (including those that Parent may file subsequent to the date hereof) are referred to herein as the "PARENT Parent SEC REPORTSReports." As of their respective dates, the Parent SEC Reports (i) were prepared in accordance with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent 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 therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except to the extent corrected prior to the date of this Agreement by a subsequently filed Parent SEC Report. None of Parent's subsidiaries is required to file any forms, reports or other documents with the SEC. (b) Each set of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Parent SEC Reports (the "PARENT FINANCIALSParent Financials"), including any Parent SEC Reports filed after the date hereof until the Closing, (i) complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, (ii) was prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as may be permitted by the SEC on Form 101O-Q Q, 8-K or any successor form under the Exchange Act) and (iii) fairly presented the consolidated financial position of Parent and its subsidiaries as at the respective dates thereof and the consolidated results of its Parent's operations and cash flows for the periods indicated, except that the unaudited interim financial statements may not contain footnotes and were or are subject to normal and recurring year-end adjustments which were not, or are not expected to be, material in amountadjustments. The balance sheet of Parent contained in the Parent SEC Reports as of January 2September 30, 2000 1999 is hereinafter referred to as the "PARENT BALANCE SHEETParent Balance Sheet." Except as disclosed in the Parent Financials, since the date of the Parent Balance Sheet neither Parent nor any of its subsidiaries has any liabilities required under GAAP to be set forth on a balance sheet (absolute, accrued, contingent or otherwise) of a nature required to be disclosed on a balance sheet or in the related notes to the consolidated financial statements prepared in accordance with GAAP which are, individually or in the aggregate, material to the business, results of operations or financial condition of Parent and its subsidiaries taken as a whole, except for liabilities (i) provided for in the Parent Balance Sheet, or (ii) incurred since the date of the Parent Balance Sheet in the ordinary course of business consistent with past practices and immaterial liabilities incurred in the aggregateconnection with this Agreement. (c) Parent has heretofore furnished to the Company a complete and correct copy of any amendments or modifications, which have not yet been filed with the SEC but which are required to be filed, to agreements, documents or other instruments which previously had been filed by Parent with the SEC pursuant to the Securities Act or the Exchange Act.

SEC Filings; Parent Financial Statements. (a) Parent has filed all forms, reports reports, and documents Parent has been required to file be filed by Parent with the SEC since January 1, 1998, and has made available to the Company such forms, reports reports, and documents in the form filed with the SEC. All such required forms, reports and documents (including those that Parent may file subsequent to the date hereofhereof until the closing) are referred to herein as the "PARENT Parent SEC REPORTS---------- Reports." As of their respective filing dates, the Parent SEC Reports (i) were prepared ------- complied in accordance all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Reports, Reports and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of Parent's subsidiaries is required to file any forms, reports or other documents with the SEC. (b) Each set of the consolidated financial statements of Parent (including, in each case, any related the notes thereto) contained ), included in the Parent SEC Reports (the "PARENT FINANCIALSParent Financial Statements"), including any each Parent SEC Reports Report filed --------------------------- after the date hereof until the Closing, (i) complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, ; (ii) was prepared in accordance with GAAP applied on a consistent basis throughout the periods involved indicated (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as may be permitted by the SEC on Form 10-Q under the Exchange Act) ); and (iii) fairly presented the consolidated financial position of Parent and its subsidiaries as at the respective dates thereof and the consolidated results of its Parent's operations and cash flows for the periods indicatedindicated (subject, except that in the case of unaudited interim financial statements were or are subject statements, to normal and recurring year-end adjustments which were not, or are not expected to be, material audit adjustments). There has been no change in amount. The balance sheet of Parent contained Parent's accounting policies except as described in the Parent SEC Reports as of January 2, 2000 is hereinafter referred to as the "PARENT BALANCE SHEET." Except as disclosed in the Parent Financials, neither Parent nor any of its subsidiaries has any liabilities (absolute, accrued, contingent or otherwise) of a nature required to be disclosed on a balance sheet or in the related notes to the consolidated financial statements prepared in accordance with GAAP which are, individually or in the aggregate, material to the business, results of operations or financial condition of Parent and its subsidiaries taken as a whole, except liabilities (i) provided for in the Parent Balance Sheet, or (ii) incurred since the date of the Parent Balance Sheet in the ordinary course of business consistent with past practices and immaterial in the aggregateFinancial Statements. (c) Parent has heretofore furnished to the Company a complete and correct copy of any amendments or modifications, which have not yet been filed with the SEC but which are required to be filed, to agreements, documents or other instruments which previously had been filed by Parent with the SEC pursuant to the Securities Act or the Exchange Act.