Common use of SEC Reports and Financial Statements Clause in Contracts

SEC Reports and Financial Statements. (a) The Company has timely filed with the SEC all forms and other documents (including exhibits and other information incorporated therein) required to be filed by it since January 1, 2003 (such documents, the “Company SEC Documents”), including (i) its Annual Reports on Form 10-K for the years ended December 31, 2003, December 31, 2004 and December 31, 2005, respectively, (ii) its Quarterly Reports on Form 10-Q for the periods ended March 31, June 30 and September 30, 2005, (iii) all proxy statements relating to meetings of stockholders of the Company since January 1, 2003 (in the form mailed to stockholders), and (iv) all other forms, reports and registration statements required to be filed by the Company with the SEC since January 1, 2003. As of their respective dates (or if amended prior to the date of this Agreement, as amended), the Company SEC Documents, including the financial statements and schedules provided therein or incorporated by reference therein, (x) 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 light of the circumstances under which they were made, not misleading and (y) complied in all material respects with the applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”) and the Xxxxxxxx-Xxxxx Act of 2002, and the rules and regulations promulgated thereunder (“SOX”), as the case may be.

SEC Reports and Financial Statements. (a) The Since January 1, 1994 up to and including the date hereof, the Company has timely filed with the SEC all forms forms, reports, schedules, registration statements, proxy statements and other documents (including exhibits and other information incorporated therein) required to be filed by it since January 1collectively, 2003 (such documents, the “"Company SEC Documents”), including (iReports") its Annual Reports on Form 10-K for the years ended December 31, 2003, December 31, 2004 and December 31, 2005, respectively, (ii) its Quarterly Reports on Form 10-Q for the periods ended March 31, June 30 and September 30, 2005, (iii) all proxy statements relating to meetings of stockholders of the Company since January 1, 2003 (in the form mailed to stockholders), and (iv) all other forms, reports and registration statements required to be filed by the Company with the SEC since January 1Securities and Exchange Commission (the "SEC") under the Securities Act, 2003Exchange Act, and the rules and regulations thereunder. As of their respective dates (dates, or if amended prior to in the date case of this Agreementregistration statements, as amended)of their respective effective dates, all of the Company SEC DocumentsReports, including the financial statements all exhibits and schedules provided therein or thereto and all documents incorporated by reference therein, (xi) complied as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act applicable thereto, 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 misleading, except for such statements, if any, as have been modified or superseded by subsequent filings prior to the date hereof. The consolidated financial statements of the Company and (y) its Subsidiaries included in such reports complied as of the respective dates thereof as to form in all material respects with applicable accounting requirements and with the applicable requirements of the Securities Exchange Act of 1934, as amended, and the published rules and regulations promulgated thereunder of the SEC with respect thereto, were prepared in accordance with United States generally accepted accounting principles ("GAAP") as in effect on their respective dates applied on a consistent basis throughout the “Exchange Act”)periods involved (except as may be indicated in the notes thereto or, in the Securities Act case of 1933the unaudited interim financial statements, as amendedpermitted by Form 10-Q of the SEC) and fairly presented (subject, in the case of the unaudited interim financial statements, to normal, year-end audit adjustments) the consolidated financial position of the Company and its Subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended. Since December 31, 1996, and up to and including the rules date hereof, neither the Company nor any of its Subsidiaries has incurred any liabilities or obligations (whether absolute, accrued, fixed, contingent, liquidated, unliquidated or otherwise and regulations promulgated thereunder whether due or to become due) of any nature, which would be required by GAAP, as of the date hereof, to be set forth on a consolidated balance sheet of the Company and its Subsidiaries or in the notes thereto except liabilities, obligations or contingencies (a) which are disclosed, reflected or reserved for on the “Securities Act”unaudited balance sheets of the Company and its Subsidiaries as of March 31, 1997 (including the notes thereto) and or in this Agreement or the Xxxxxxxx-Xxxxx Act Company Disclosure Letter or (b) which (i) were incurred in the ordinary course of 2002business after December 31, 1996, and consistent with past practices, or (ii) are disclosed or reflected or reserved for in the rules Company SEC Reports filed after December 31, 1996, or (iii) would not reasonably be expected to, individually or in the aggregate, have a material adverse effect on the business, results of operations or financial condition of the Company and regulations promulgated thereunder its Subsidiaries taken as a whole, or (“SOX”)c) which were incurred as a result of actions taken or refrained from being taken (i) in furtherance of the transactions contemplated by this Agreement, or (ii) at the request of FKWW and FKW Sub. Since December 31, 1996, there has been no change in any of the significant accounting (including tax accounting) policies, practices or procedures of the Company or any of its Subsidiaries except as the case may berequired by GAAP or applicable law.

SEC Reports and Financial Statements. (a) The Company has timely filed with the SEC SEC, and has heretofore made available to Parent true and complete copies of, all forms forms, reports, schedules, statements and other documents (including exhibits and other information incorporated therein) required to be filed by it under the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act") (as such documents have been amended since January 1the time of their filing, 2003 (such documentscollectively, the “"Company SEC Documents”"), including (i) its Annual Reports on Form 10-K for the years ended December 31, 2003, December 31, 2004 and December 31, 2005, respectively, (ii) its Quarterly Reports on Form 10-Q for the periods ended March 31, June 30 and September 30, 2005, (iii) all proxy statements relating to meetings of stockholders of the Company since January 1, 2003 (in the form mailed to stockholders), and (iv) all other forms, reports and registration statements required to be filed by the Company with the SEC since January 1, 2003. As of their respective dates (or or, if amended prior to amended, as of the date of this Agreement, as amended)the last such amendment, the Company SEC Documents, including the including, without limitation, any financial statements and or schedules provided included therein or incorporated by reference therein, (xa) 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 light of the circumstances under which they were made, not misleading and (yb) complied in all material respects with the applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”) and the Xxxxxxxx-Xxxxx Act of 2002, and the rules and regulations promulgated thereunder (“SOX”), as the case may be, and the applicable rules and regulations of the SEC thereunder. None of the Subsidiaries is required to file any forms, reports or other documents with the SEC. The financial statements of the Company (the "1995 Financial Statements") included in the Company's Annual Report on Form 10K for the fiscal year ended December 31, 1995 (the "1995 10-K") and the financial statements of the Company included in the Company's Quarterly Report on Form 10-Q for the quarter ended September 29, 1996 (the "September 1996 10-Q") have been prepared from, and are in accordance with, the books and records of the Company and its consolidated subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated subsidiaries at the dates and for the periods covered thereby (subject, in the case of the financial statements in the September 1996 10-Q, to normal year-end audit adjustments which would not be material in amount or effect).

SEC Reports and Financial Statements. (a) The Company has timely filed (or furnished, as applicable) with the SEC all forms forms, reports, schedules, registration statements, proxy statements, certifications and other documents (including exhibits and other information incorporated therein) required to be filed (or furnished, as applicable) by it the Company or its directors and executive officers (in their capacity as such) with the SEC since January June 1, 2003 (such documentsas they have been amended since the time of their filing, and including any documents filed as exhibits, annexes or schedules thereto, collectively, the “Company SEC DocumentsReports”), including (i) its Annual and complete and correct copies of all such Company SEC Reports on Form 10-K for the years ended December 31, 2003, December 31, 2004 and December 31, 2005, respectively, (ii) its Quarterly Reports on Form 10-Q for the periods ended March 31, June 30 and September 30, 2005, (iii) all proxy statements relating are available to meetings of stockholders of the Company since January 1, 2003 (in the form mailed to stockholders), and (iv) all other forms, reports and registration statements required to be filed by the Company with the SEC since January 1, 2003Parent through public sources. As of their respective dates dates, the Company SEC Reports (including but not limited to any financial statements or if schedules included or incorporated by reference therein) complied as to form in all material respects with the requirements of the Exchange Act or the Securities Act of 1933, as amended prior (and the rules and regulations of the SEC promulgated thereunder) (the “Securities Act”) applicable, as the case may be, to such Company SEC Reports, and none of the Company SEC Reports so filed or furnished or that will be filed or furnished subsequent to the date of this AgreementAgreement contained or will contain, as amended)of the date of filing and of any amendment or supplement and, in the Company SEC Documentscase of any proxy statement, including at the financial statements date mailed to shareholders and schedules provided therein or incorporated by reference thereinat the date of the meeting, (x) did not contain 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 light of the circumstances under which they were made, not misleading misleading. As of their respective dates, the financial statements (including all related notes and (yschedules) of the Company included in the Company SEC Reports complied in all material respects with the all applicable accounting requirements of the Securities Exchange Act of 1934, as amended, and the published rules and regulations promulgated thereunder of the SEC with respect thereto, were prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis during the “Exchange Act”)periods involved (except as may be indicated in the notes thereto) and presented fairly in all material respects the consolidated financial position and the consolidated results of operations and cash flows of the Company and its consolidated Subsidiaries as of the dates or for the periods presented therein. The Company has heretofore furnished to Parent a complete and correct copy of any amendments or modifications which have not yet been filed with the SEC to agreements, documents or other instruments which previously had been filed by the Company with the SEC pursuant to the Securities Act of 1933, as amended, and or the rules and regulations promulgated thereunder (the “Securities Exchange Act”) and the Xxxxxxxx-Xxxxx Act of 2002, and the rules and regulations promulgated thereunder (“SOX”), as the case may be.

SEC Reports and Financial Statements. (a) The Company has timely filed with delivered to the SEC all forms Purchaser, prior to the execution of this Agreement a true and complete copy of each form, report, schedule, registration statement, definitive proxy statement and other documents document (including exhibits together with all amendments thereof and other information incorporated thereinsupplements thereto) required to be filed by it since January 1, 2003 (such documents, the “Company SEC Documents”), including (i) its Annual Reports on Form 10-K for the years ended December 31, 2003, December 31, 2004 and December 31, 2005, respectively, (ii) its Quarterly Reports on Form 10-Q for the periods ended March 31, June 30 and September 30, 2005, (iii) all proxy statements relating to meetings of stockholders of the Company since January 1, 2003 (in the form mailed to stockholders), and (iv) all other forms, reports and registration statements required to be filed by the Company or any of its Subsidiaries with the Securities and Exchange Commission (the "SEC") pursuant to the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act"), and the Securities Act of 1933, as amended, and the rules and regulations thereunder (the "Securities Act") since December 31, 1998 (as such documents have since the time of their filing been amended or supplemented, the "Company SEC Reports"), which are all the documents (other than preliminary material) that the Company and its Subsidiaries were required to file with the SEC since January 1, 2003such date. As of their respective dates (or if amended prior to the date of this Agreement, as amended)dates, the Company SEC DocumentsReports (i) complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, including as the financial statements case may be, and schedules provided therein or incorporated by reference therein, (xii) 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 light of the circumstances under which they were made, not misleading misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements (yincluding, in each case, the notes, if any, thereto) included in the Company SEC Reports (the "Company Financial Statements") complied as to form in all material respects with the applicable requirements of the Securities Exchange Act of 1934, as amended, and the published rules and regulations promulgated thereunder of the SEC with respect thereto, were prepared in accordance with GAAP, except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC, and, as of the respective dates thereof, fairly presented (subject, in the “Exchange Act”)case of the unaudited interim financial statements, to year-end audit adjustments) the consolidated financial position of the Company and its consolidated subsidiaries as at the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended. Except for the filing of a report on Form 8-K with respect to the Company's December 29, 2000 acquisition of Applied Tactical Systems, Inc., the Securities Company has timely filed all required reports under the Exchange Act of 1933, as amended, and during the rules and regulations promulgated thereunder (the “Securities Act”) and the Xxxxxxxx-Xxxxx Act of 2002, and the rules and regulations promulgated thereunder (“SOX”), as the case may bepast 12 months.

SEC Reports and Financial Statements. (a) The Company ------------------------------------- and each of its subsidiaries has timely filed with the SEC SEC, and has heretofore made available to Parent true and complete copies of, all forms forms, reports, schedules, statements and other documents (including exhibits and other information incorporated therein) required to be filed by it since January March 1, 2003 1994, under the Exchange Act or the Securities Act of 1933 (the "Securities Act") (such forms, reports, schedules, statements and other documents, including any financial statements or schedules included therein, are referred to as the “"Company SEC Documents”"), including (i) its Annual Reports on Form 10-K for the years ended December 31, 2003, December 31, 2004 and December 31, 2005, respectively, (ii) its Quarterly Reports on Form 10-Q for the periods ended March 31, June 30 and September 30, 2005, (iii) all proxy statements relating to meetings of stockholders of the Company since January 1, 2003 (in the form mailed to stockholders), and (iv) all other forms, reports and registration statements required to be filed by the Company with the SEC since January 1, 2003. As of their respective dates (or if amended prior to the date of this Agreement, as amended), the The Company SEC Documents, including at the financial statements and schedules provided therein or incorporated by reference thereintime filed, (xa) 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 light of the circumstances under which they were made, not misleading and (yb) complied in all material respects with the applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”) and the Xxxxxxxx-Xxxxx Act of 2002, and the rules and regulations promulgated thereunder (“SOX”), as the case may be, and the applicable rules and regulations of the SEC thereunder. Except to the extent that information contained in any Company SEC Document has been revised or superseded by a subsequently filed Company Filed SEC Document (as defined in Section 4.07) (a copy of which has been made available to Parent prior to the date hereof), none of the Company SEC Documents contains an untrue statement of a material fact or omits to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the Company SEC Documents 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, have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) and fairly present (subject, in the case of the unaudited statements, to normal, recurring audit adjustments) the consolidated financial position of the Company and its consolidated subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended.

SEC Reports and Financial Statements. (a) The Company has timely filed with the SEC Securities and Exchange Commission (the "SEC"), and has heretofore made available to Parent true and complete copies of, all forms forms, reports, schedules, statements and other documents (including exhibits and other information incorporated therein) required to be filed by it and its Subsidiaries since January June 1, 2003 1995 under the Exchange Act and the Securities Act of 1933, as amended (the "Securities Act") (as such documentsdocuments have been amended since the time of their filing, collectively, the “"Company SEC Documents”"), including (i) its Annual Reports on Form 10-K for the years ended December 31, 2003, December 31, 2004 and December 31, 2005, respectively, (ii) its Quarterly Reports on Form 10-Q for the periods ended March 31, June 30 and September 30, 2005, (iii) all proxy statements relating to meetings of stockholders of the Company since January 1, 2003 (in the form mailed to stockholders), and (iv) all other forms, reports and registration statements required to be filed by the Company with the SEC since January 1, 2003. As of their respective dates (or or, if amended prior to amended, as of the date of this Agreement, as amended)the last such amendment, the Company SEC Documents, including the including, without limitation, any financial statements and or schedules provided included therein or incorporated by reference therein, (xthe "Company Financial Statements") (a) 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 light of the circumstances under which they were made, not misleading and (yb) complied in all material respects with the applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), or the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”) and the Xxxxxxxx-Xxxxx Act of 2002, and the rules and regulations promulgated thereunder (“SOX”), as the case may be, and the applicable rules and regulations of the SEC thereunder. The Company SEC Documents include all the documents that the Company was required to file with the SEC since June 1, 1995. The Company Financial Statements have been prepared from, and are in accordance with, the books and records of the Company and its consolidated Subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) and present fairly the consolidated financial position and the consolidated results of operations and cash flows of the Company and its consolidated Subsidiaries as at the dates thereof or for the periods presented therein. The Company has not received notice (written or oral) from and, to its knowledge, is not under any review by any Governmental Entity in connection with its revenue recognition policies and procedures. Without limiting the foregoing, for any period after December 31, 1998, the Company has complied in all material respects with Statement of Position 97-2 (Software Revenue Recognition), as amended by Statement of Position 9804.

SEC Reports and Financial Statements. (a) The Company has timely filed with the SEC all forms and other documents (including exhibits and other information incorporated therein) required to be filed by it since January 1, 2003 (such documents, the “Company SEC Documents”), including (i) its Annual Reports on Form 10-K for the years ended December 31, 2003, December 31, 2004 and December 31, 2005, respectively, (ii) its Quarterly Reports on Form 10-Q for the periods ended March 31, June 30 and September 30, 2005, (iii) all proxy statements relating to meetings of stockholders of the Company since January 1, 2003 (in the form mailed to stockholders)SEC, and (iv) there are posted on the SEC’s XXXXX website, true and complete copies of, all other forms, reports and registration statements other documents required to be filed by the Company with the SEC since January 1, 20032004 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). As (Such documents, as amended since the time of their respective dates (or if amended prior filing, are collectively referred to in this Agreement as the date of this Agreement, as amended), the “Company SEC Documents.”) The Company SEC Documents, including at the financial statements and schedules provided therein or incorporated by reference thereintime filed, (xa) 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 light of the circumstances under which they were made, not misleading and (yb) complied in all material respects with the applicable requirements of the Securities Exchange Act Act; provided, however, that the preceding representations and warranties do not apply to any information, including but not limited to any financial information, in any Company SEC Document provided by, or at the direction of, the Buyer or any of 1934the Buyer’s affiliates or their officers or employees; provided further, however, that for purposes of the foregoing proviso, the Company is not deemed an affiliate of the Buyer. The consolidated financial statements of the Company included in the Company SEC Documents (a) comply as amended, to form in all material respects with applicable accounting requirements and with the published rules and regulations promulgated thereunder of the SEC with respect thereto, (b) have been prepared in accordance with United States generally accepted accounting principles (“US Accounting Principles”) during the “Exchange Act”period involved (except as is indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) and (c) fairly present (subject, in the case of the unaudited statements, to normal year-end audit adjustments) in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as at the dates thereof and the consolidated results of their operations and cash flow for the periods then ended. Except as set forth in the financial statements included (or incorporated by reference) in the Company SEC Documents (including the notes thereto), and except for the Securities Act liabilities and obligations incurred in the ordinary course of 1933business consistent with past practice since the date of the most recent such financial statements, there are no material liabilities or obligations of any nature required by US Accounting Principles to be set forth on a consolidated balance sheet of the Company and its subsidiaries or in the notes thereto. Except as amendeddisclosed in Schedule 3(d) or in notes to the financial statements included (or incorporated by reference) in the Company SEC Documents, neither the Company nor any of its affiliates is subject to any material contingent liability that would not be so required to be set forth on a consolidated balance sheet of the Company and its subsidiaries or in the rules and regulations promulgated thereunder (the “Securities Act”) and the Xxxxxxxx-Xxxxx Act of 2002, and the rules and regulations promulgated thereunder (“SOX”), as the case may benotes thereto.

SEC Reports and Financial Statements. (a) The Company has timely filed with the SEC Securities and Exchange Commission (the "SEC"), and has heretofore made available to Parent true and complete copies of, all forms forms, reports, schedules, statements and other documents (including exhibits and other information incorporated therein) required to be filed by it and its Subsidiaries since January 1April 11, 2003 1996 under the Exchange Act and the Securities Act of 1933, as amended (the "Securities Act") (as such documentsdocuments have been amended since the time of their filing, collectively, the “"Company SEC Documents”"), including (i) its Annual Reports on Form 10-K for the years ended December 31, 2003, December 31, 2004 and December 31, 2005, respectively, (ii) its Quarterly Reports on Form 10-Q for the periods ended March 31, June 30 and September 30, 2005, (iii) all proxy statements relating to meetings of stockholders of the Company since January 1, 2003 (in the form mailed to stockholders), and (iv) all other forms, reports and registration statements required to be filed by the Company with the SEC since January 1, 2003. As of their respective dates (or or, if amended prior to amended, as of the date of this Agreement, as amended)the last such amendment, the Company SEC Documents, including the including, without limitation, any financial statements and or schedules provided included therein or incorporated by reference therein, (xthe "Company Financial Statements") (a) 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 light of the circumstances under which they were made, not misleading and (yb) complied in all material respects with the applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), or the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”) and the Xxxxxxxx-Xxxxx Act of 2002, and the rules and regulations promulgated thereunder (“SOX”), as the case may be, and the applicable rules and regulations of the SEC thereunder. The Company SEC Documents include all the documents that the Company was required to file with the SEC since April 11, 1996. The Company Financial Statements have been prepared from, and are in accordance with, the books and records of the Company and its consolidated Subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) and present fairly the consolidated financial position and the consolidated results of operations and cash flows of the Company and its consolidated Subsidiaries as at the dates thereof or for the periods presented therein. The Company has not received notice (written or oral) from and, to its knowledge, is not under any review by any Governmental Entity in connection with its revenue recognition policies and procedures. Without limiting the foregoing, for any period after December 31, 1998, the Company has complied in all material respects with Statement of Position 97-2 (Software Revenue Recognition), as amended by Statement of Position 9804.

SEC Reports and Financial Statements. (a) The Since January 1, 2016, the Company has timely filed with the SEC or furnished all forms forms, statements, schedules, documents and other documents (including exhibits and other information incorporated therein) reports required to be filed or furnished by it since January 1, 2003 with the SEC (such documentsforms, statements, schedules, documents and reports, the “Company SEC Documents”), including (i) its Annual Reports on Form 10-K for the years ended December 31, 2003, December 31, 2004 and December 31, 2005, respectively, (ii) its Quarterly Reports on Form 10-Q for the periods ended March 31, June 30 and September 30, 2005, (iii) all proxy statements relating to meetings of stockholders of the Company since January 1, 2003 (in the form mailed to stockholders), and (iv) all other forms, reports and registration statements required to be filed by the Company with the SEC since January 1, 2003. As of their respective filing dates (or or, if amended prior to the date of this Agreementhereof, as amended)of the date of (and giving effect to) the last such amendment, the Company SEC DocumentsDocuments complied in all material respects with the applicable requirements of the Xxxxxxxx-Xxxxx Act of 2002, including as amended (the financial statements “Sarbanes Oxley Act”), the Securities Act and schedules provided therein or incorporated by reference thereinthe Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder and the listing and corporate governance rules and regulations of the NYSE, and none of the Company SEC Documents contained (xor, with respect to the Company SEC Documents filed after the date hereof, will contain) did not contain any untrue statement of a material fact or omit omitted (or, with respect to the Company SEC Documents filed after the date hereof, will omit) to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and misleading. Since January 1, 2016, neither the Company nor any Company Subsidiary has received from the SEC or any other Governmental Entity any written comments or questions with respect to any of the Company SEC Documents (yincluding the financial statements included therein) complied in all material respects that are not resolved, or, as of the date hereof, has received any written notice from the SEC or other Governmental Entity that such Company SEC Documents (including the financial statements included therein) are being reviewed or investigated, and, to the Company’s Knowledge, there is not, as of the date hereof, any investigation or review being conducted by the SEC or any other Governmental Entity of any Company SEC Documents (including the financial statements included therein). No Company Subsidiary is required to file any forms, reports or other documents with the applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”) and the Xxxxxxxx-Xxxxx Act of 2002, and the rules and regulations promulgated thereunder (“SOX”), as the case may beSEC.

SEC Reports and Financial Statements. (a) The Company and each of its subsidiaries has timely filed with the SEC SEC, and has heretofore made available to Parent true and complete copies of, all forms forms, reports, schedules, statements and other documents (including exhibits and other information incorporated therein) required to be filed by it since January February 1, 2003 1994, under the Exchange Act or the Securities Act of 1933 (the "Securities Act") (such forms, reports, schedules, statements and other documents, including any financial statements or schedules included therein, are referred to as the “"Company SEC Documents”"), including (i) its Annual Reports on Form 10-K for the years ended December 31, 2003, December 31, 2004 and December 31, 2005, respectively, (ii) its Quarterly Reports on Form 10-Q for the periods ended March 31, June 30 and September 30, 2005, (iii) all proxy statements relating to meetings of stockholders of the Company since January 1, 2003 (in the form mailed to stockholders), and (iv) all other forms, reports and registration statements required to be filed by the Company with the SEC since January 1, 2003. As of their respective dates (or if amended prior to the date of this Agreement, as amended), the The Company SEC Documents, including at the financial statements and schedules provided therein or incorporated by reference thereintime filed, (xa) 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 light of the circumstances under which they were made, not misleading and (yb) complied in all material respects with the applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”) and the Xxxxxxxx-Xxxxx Act of 2002, and the rules and regulations promulgated thereunder (“SOX”), as the case may be, and the applicable rules and regulations of the SEC thereunder. Except to the extent that information contained in any Company SEC Document has been revised or superseded by a subsequently filed Company Filed SEC Document (as defined in Section 4.07) (a copy of which has been made available to Parent prior to the date hereof), none of the Company SEC Documents contains an untrue statement of a material fact or omits to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the Company SEC Documents 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, have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) and fairly present (subject, in the case of the unaudited statements, to normal, recurring audit adjustments) the consolidated financial position of the Company and its consolidated subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended.

SEC Reports and Financial Statements. (a) The Company Buyer has timely filed with the SEC SEC, and has heretofore made available to the Sellers true and complete copies of all forms forms, reports, schedules, statements and other documents (including exhibits and other information incorporated therein) required to be filed by it since January 1, 2003 (such documents, the “Company SEC Documents”), including (i) its Annual Reports on Form 10-K for the years ended December 31, 2003, December 31, 2004 and December 31, 2005, respectively, 2000 under the Securities Exchange Act of 1934 (iithe "Exchange Act") its Quarterly Reports on Form 10-Q for or the periods ended March 31, June 30 and September 30, 2005, Securities Act (iii) all proxy statements relating to meetings of stockholders of as such documents have been amended since the Company since January 1, 2003 (in the form mailed to stockholders), and (iv) all other forms, reports and registration statements required to be filed by the Company with the SEC since January 1, 2003. As time of their respective dates (or if amended prior to the date of this Agreementfiling, as amended)collectively, the Company "Buyer SEC Documents"). The Buyer SEC Documents, including the without limitation any financial statements and schedules provided therein or incorporated by reference included therein, at the time filed, (xa) 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 light of the circumstances under which they were made, not misleading misleading, and (yb) complied in all material respects with the applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”) and the Xxxxxxxx-Xxxxx Act of 2002, and the rules and regulations promulgated thereunder (“SOX”), as the case may be, and the applicable rules and regulations of the SEC thereunder. The financial statements of Buyer included in the Buyer SEC Documents 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, have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) and fairly present (subject, in the case of the unaudited statements, to normal, recurring audit adjustments) the consolidated financial position of Buyer and its consolidated subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended.

SEC Reports and Financial Statements. (a) The Company Parent has timely filed with the SEC SEC, and has heretofore made available to the Company, true and complete copies of all forms forms, reports, schedules, statements and other documents (including exhibits and other information incorporated therein) required to be filed by it since January 1, 2003 1996, under the Exchange Act or the Securities Act (as such documentsdocuments have been amended since the time of their filing, collectively, the “Company "Parent SEC Documents”"), including (i) its Annual Reports on Form 10-K for the years ended December 31, 2003, December 31, 2004 and December 31, 2005, respectively, (ii) its Quarterly Reports on Form 10-Q for the periods ended March 31, June 30 and September 30, 2005, (iii) all proxy statements relating to meetings of stockholders of the Company since January 1, 2003 (in the form mailed to stockholders), and (iv) all other forms, reports and registration statements required to be filed by the Company with the SEC since January 1, 2003. As of their respective dates (dates, or if amended prior to amended, as of the date of this Agreement, as amended)the last such amendment, the Company Parent SEC Documents, including the including, without limitation, any financial statements and or schedules provided included therein or incorporated by reference therein, (xa) 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 made therein, in light of the circumstances under which they were made, not misleading and (yb) complied in all material respects with the applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”) and the Xxxxxxxx-Xxxxx Act of 2002, and the rules and regulations promulgated thereunder (“SOX”), as the case may be, and the applicable rules and regulations of the SEC thereunder. None of Parent's Subsidiaries is required to file any forms, reports or other documents with the SEC. The financial statements included in the Parent SEC Documents (the "Parent Financial Statements") (i) have been prepared from, and are in accordance with, the books and records of Parent and its consolidated Subsidiaries, (ii) comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, (iii) have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and (iv) fairly present in all material respects the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of Parent and its consolidated Subsidiaries as of the times and for the periods referred to therein.

SEC Reports and Financial Statements. (a) The Company has timely filed with the SEC all forms All forms, registration statements, reports, schedules, statements and other documents (including exhibits and other information incorporated therein) required to be filed by it since January 1the Company under the Exchange Act or the Securities Act in the twenty-four (24) months preceding the date hereof, 2003 including, as of the Effective Time, the March 31, 2018 Form 10-Q (all such documents, including the exhibits thereto, collectively the “Company SEC Documents”), including (i) its Annual Reports on Form 10-K for the years ended December 31, 2003, December 31, 2004 and December 31, 2005, respectively, (ii) its Quarterly Reports on Form 10-Q for the periods ended March 31, June 30 and September 30, 2005, (iii) all proxy statements relating to meetings of stockholders of the Company since January 1, 2003 (in the form mailed to stockholders), and (iv) all other forms, reports and registration statements required to be have been filed by the Company with the SEC since January 1, 2003Commission. As of their respective dates (or if amended prior to the date of this Agreement, as amended), the The Company SEC Documents, including the including, without limitation, any audited or unaudited financial statements and any notes thereto or schedules provided included therein (the “Company Financial Statements”), at the time filed (or incorporated in the case of registration statements, solely on the dates of effectiveness) (except to the extent corrected by reference therein, a subsequent Company SEC Document) (xa) 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 light of the circumstances under which they were made, not misleading and misleading, (yb) complied as to form in all material respects with the applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”) and the Xxxxxxxx-Xxxxx Act of 2002, and the rules and regulations promulgated thereunder (“SOX”), as the case may be, (c) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the Commission with respect thereto, (d) with respect to the Company Financial Statements, were prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”) (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the Commission), and (e) with respect to the Company Financial Statements, fairly present (subject in the case of unaudited statements to normal and recurring audit adjustments) in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended. Deloitte & Touche LLP is an independent registered public accounting firm with respect to the Company and has not resigned or been dismissed as independent registered public accountants of the Company as a result of or in connection with any disagreement with the Company on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures.

SEC Reports and Financial Statements. (a) The Company has timely filed with the SEC all forms and other documents (including exhibits and other information incorporated therein) required to be filed by it since January 1, 2003 2002 under the Securities Exchange Act of 1934, as amended (such documentstogether with the rules and regulations thereunder, the “Company SEC DocumentsExchange Act”), including (ia) its Annual Reports on Form 10-K for the years ended December 31, 20032004, December 31, 2004 2003 and December 31, 20052002, respectively, (iib) its Quarterly Reports Report on Form 10-Q for the periods period ended March 31, June 30 and September 30, 2005, (iiic) all proxy statements relating to meetings of stockholders shareholders of the Company since January 1, 2003 2002 (in the form mailed to stockholders), shareholders) and (ivd) all other forms, reports and registration statements required to be filed by the Company with the SEC since January 1, 20032002 (other than registration statements on Form S-8 or preliminary materials and registration statements in forms not declared effective). As of their respective dates The documents described in clauses (a)-(c) above, as amended (whether filed before, on or if amended after the date hereof), are referred to in this Agreement collectively as the “Company SEC Documents”. Except as corrected in subsequent Company SEC Documents filed prior to the date of this Agreement, as amended)hereof, the Company SEC Documents, including the financial statements and schedules provided included therein or and the documents incorporated by reference therein, (x) 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 light of the circumstances under which they were made, not misleading and (y) complied in all material respects with the applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), the Securities Act of 1933, as amended, and amended (together with the rules and regulations promulgated thereunder (thereunder, the “Securities Act”) and the Xxxxxxxx-Xxxxx Act of 2002, and the rules and regulations promulgated thereunder (“SOX”), as the case may be, and the applicable rules and regulations of the SEC thereunder.

SEC Reports and Financial Statements. (a) The Company has timely filed with the SEC all forms forms, reports, schedules, statements and other documents (including exhibits and other information incorporated therein) required to be filed by it since January 1December 31, 2003 1997 under the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act") (as such documentsdocuments have been amended since the time of their filing, collectively, the “"Company SEC Documents”"), including (i) its Annual Reports on Form 10-K for the years ended December 31, 2003, December 31, 2004 and December 31, 2005, respectively, (ii) its Quarterly Reports on Form 10-Q for the periods ended March 31, June 30 and September 30, 2005, (iii) all proxy statements relating to meetings of stockholders of the Company since January 1, 2003 (in the form mailed to stockholders), and (iv) all other forms, reports and registration statements required to be filed by the Company with the SEC since January 1, 2003. As of their respective dates (dates, or if amended prior to amended, as of the date of this Agreement, as amended)the last such amendment, the Company SEC Documents, including the financial statements and schedules provided therein or incorporated by reference therein, Documents (xa) 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 made therein, in light of the circumstances under which they were made, not misleading and (yb) complied in all material respects with the applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”) and the Xxxxxxxx-Xxxxx Act of 2002, and the rules and regulations promulgated thereunder (“SOX”), as the case may be, and the applicable rules and regulations of the SEC thereunder. None of the Company's Subsidiaries is required to file any forms, reports or other documents with the SEC. The financial statements included in the Company SEC Documents and the unaudited consolidated statement of operations for the 3 months ended and for the year ended and condensed consolidated balance sheet at December 31, 1999 (the "December 1999 Financial Statements") (other than for the absence of footnotes, in the case of the December 1999 Financial Statements and interim financial statements) set forth in Section 3.5 of the Company Disclosure Schedule (collectively, the "Financial Statements") (i) have been prepared from and are in accordance with, the books and records of the Company and its consolidated Subsidiaries, (ii) comply in all material respects with applicable accounting requirements and, as to the Company SEC Documents, with the published rules and regulations of the SEC with respect thereto, (iii) have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto and except, in the case of the unaudited interim statements, as may be permitted under Form 10-Q of the Exchange Act) and (iv) fairly present in all material respects the consolidated financial position and the consolidated results of operations and cash flows (subject, in the case of unaudited interim financial statements, to normal year-end adjustments) of the Company and its consolidated Subsidiaries as of the times and for the periods referred to therein. The audited consolidated financial statements of the Company for the year ended December 31, 1999 will not be inconsistent with the December 1999 Financial Statements in any respect which is materially adverse.

SEC Reports and Financial Statements. (a) The Company has timely filed with the SEC all forms and other documents (including exhibits and other information incorporated therein) required to be filed by it since January 1, 2003 (such documents, the “Company SEC Documents”), including (i) its Annual Reports on Form 10-K for the years ended December 31, 2003, December 31, 2004 and December 31, 2005, respectively, (ii) its Quarterly Reports on Form 10-Q for the periods ended March 31, June 30 and September 30, 2005, (iii) all proxy statements relating to meetings of stockholders of the Company since January 1, 2003 (in the form mailed to stockholders), and (iv) all other forms, reports reports, schedules, registration statements and registration definitive proxy statements required to be filed by the Company with the SEC since January 1from November 30, 20031997 until the date hereof (the "SEC Reports"). As of their respective dates (or or, if amended prior to amended, as of the date of this Agreementthe last such 14 19 amendment, the SEC Reports, including, without limitation, any financial statements or schedules included therein, complied in all material respects with the requirements of the Exchange Act or the Securities Act of 1933, as amendedamended (the "Securities Act"), and the Company rules and regulations of the SEC Documentspromulgated thereunder applicable, including as the financial statements case may be, to such SEC Reports, and schedules provided therein none of the SEC Reports (as of the date of filing or incorporated by reference thereineffectiveness, (xas the case may be) did not contain 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 light of the circumstances under which they were made, not misleading misleading. The audited financial statements and (y) complied unaudited interim financial statements of the Company included in the SEC Reports comply as to form in all material respects with the applicable accounting requirements of the Securities Exchange Act of 1934, as amended, and the published rules and regulations promulgated thereunder of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles (except, in the “Exchange Act”), the Securities Act case of 1933unaudited statements, as amended, permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial condition of the Company and the rules and regulations promulgated thereunder (Subsidiaries as of the “Securities Act”) dates thereof and the Xxxxxxxx-Xxxxx Act consolidated results of 2002their operations and cash flows for the periods then ended (subject, and the rules and regulations promulgated thereunder (“SOX”), as in the case may beof unaudited statements, to normal year-end audit adjustments).

SEC Reports and Financial Statements. (a) The Company has timely Each form, report, schedule, effective registration statement and definitive proxy statement filed by Buyer with the SEC all forms Securities and other documents Exchange Commission (including exhibits and other information incorporated therein"SEC") required to be filed by it since January 1December 31, 2003 (as such documentsdocuments have since the time of their filing been amended, the “Company "Buyer SEC Documents”Reports"), including which include all the documents (iother than preliminary material) its Annual Reports on Form 10-K for the years ended December 31, 2003, December 31, 2004 and December 31, 2005, respectively, (ii) its Quarterly Reports on Form 10-Q for the periods ended March 31, June 30 and September 30, 2005, (iii) all proxy statements relating to meetings of stockholders of the Company since January 1, 2003 (in the form mailed to stockholders), and (iv) all other forms, reports and registration statements that Buyer was required to be filed by the Company file with the SEC since January 1such date, 2003. As as of their respective dates (or if amended prior to dates, complied in all material respects with the date requirements of this Agreementthe Securities Act of 1933, as amendedamended ("Securities Act"), or the Company Exchange Act, as the case may be, and the rules and regulations of the SEC Documents, including thereunder applicable thereto. None of the financial statements and schedules provided therein or incorporated by reference therein, (x) did not contain Buyer 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 therein, in light of the circumstances under which they were made, not misleading and (y) complied misleading, except for such statements, if any, as have been modified by subsequent filings prior to the date hereof. The financial statements of Buyer included in such reports comply as to form in all material respects with the applicable accounting requirements of the Securities Exchange Act of 1934, as amended, and the published rules and regulations promulgated thereunder of the SEC with respect thereto, have been prepared in accordance with GAAP (except as may be indicated in the “Exchange Act”notes thereto or, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) and fairly present (subject in the case of the unaudited statements, to normal, recurring audit and year-end adjustments) the consolidated financial position of Buyer as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended. Since December 31, 2003, Buyer has not incurred any liabilities or obligations, whether absolute, accrued, fixed, contingent, liquidated, unliquidated or otherwise and whether due or to become due, except (i) as and to the extent set forth in the consolidated financial statements of Buyer as at December 31, 2003 (including the notes thereto) (collectively, the "Buyer Financial Statements"), (ii) as incurred in connection with the Securities Act transactions contemplated, or as provided, by this Agreement, (iii) as incurred after December 31, 2003 in the ordinary course of 1933business and consistent with past practices, (iv) as amendeddescribed in the SEC Reports or (v) as would not, and individually or in the rules and regulations promulgated thereunder (the “Securities Act”) and the Xxxxxxxx-Xxxxx Act of 2002aggregate, and the rules and regulations promulgated thereunder (“SOX”), as the case may behave a material adverse effect.

SEC Reports and Financial Statements. (a) The Company Seller has timely filed with the SEC Securities and Exchange Commission (the "SEC"), and has heretofore made available to Purchaser (directly or indirectly) true and complete copies of, all forms and other documents (including exhibits and other information incorporated therein) required to be filed by it Seller since January 1, 2003 1994, under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or the Securities Act of 1933, as amended (the "Securities Act") (as such documentsdocuments have been amended since the time of their filing, collectively, the “"Company SEC Documents”"), including (i) its Annual Reports on Form 10-K for the years ended December 31, 2003, December 31, 2004 and December 31, 2005, respectively, (ii) its Quarterly Reports on Form 10-Q for the periods ended March 31, June 30 and September 30, 2005, (iii) all proxy statements relating to meetings of stockholders of the Company since January 1, 2003 (in the form mailed to stockholders), and (iv) all other forms, reports and registration statements required to be filed by the Company with the SEC since January 1, 2003. As of their respective dates (or or, if amended prior to amended, as of the date of this Agreement, as amendedthe last such amendment), the Company SEC Documents, including the any financial statements and or schedules provided included therein or incorporated by reference therein, (xi) 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 light of the circumstances under which they were made, not misleading and (yii) complied in all material respects with the applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”) and the Xxxxxxxx-Xxxxx Act of 2002, and the rules and regulations promulgated thereunder (“SOX”), as the case may be, and the applicable rules and regulations of the SEC thereunder. The consolidated financial statements included in the Company SEC Documents (i) have been prepared from, and are in accordance with, the books and records of Seller and its consolidated Subsidiaries, (ii) have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as otherwise noted therein and except that the quarterly financial statements are subject to year end adjustments and do not contain all footnote disclosures required by GAAP), (iii) comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and (iv) fairly present in all material respects the consolidated financial position and the consolidated results of operations and cash flows of Seller and its consolidated Subsidiaries as at the dates thereof or for the periods presented therein. No Subsidiary of Seller is required to file any reports, forms, or other documents with the SEC.

SEC Reports and Financial Statements. (a) The Company has timely ------------------------------------ filed with the SEC all forms forms, reports, schedules, statements and other documents (including exhibits and other information incorporated therein) required to be filed by it since January 1, 2003 (such documents, the “Company SEC Documents”), including (i) its Annual Reports on Form 10-K for the years ended December 31, 20031995 under the Exchange Act or the Securities Act of 1933, December 31as amended (the "Securities Act") (as such documents -------------- have been amended since the time of their filing, 2004 and December 31collectively, 2005, respectively, (ii) its Quarterly Reports on Form 10-Q for the periods ended March 31, June 30 and September 30, 2005, (iii) all proxy statements relating to meetings of stockholders of the "Company since January 1, 2003 (in the form mailed to stockholdersSEC ----------- Documents"), and (iv) all other forms, reports and registration statements required to be filed by the Company with the SEC since January 1, 2003. As of their respective dates (dates, or if amended prior to amended, as of the date of this Agreement, as amended)the --------- last such amendment, the Company SEC Documents, including the financial statements and schedules provided therein or incorporated by reference therein, Documents (xa) 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 made therein, in light of the circumstances under which they were made, not misleading and (yb) complied in all material respects with the applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”) and the Xxxxxxxx-Xxxxx Act of 2002, and the rules and regulations promulgated thereunder (“SOX”), as the case may be, and the applicable rules and regulations of the SEC thereunder. None of the Company's Subsidiaries is required to file any forms, reports or other documents with the SEC. The financial statements included in the Company SEC Documents and the Company's condensed consolidated statement of income for the year ended and condensed consolidated balance sheet at December 31, 1997 (the "December 1997 Financial ----------------------- Statements") (other than for the absence of footnotes, in the case of the ---------- December 1997 Financial Statements and interim financial statements) (collectively, the "Financial Statements") (i) have been prepared from and are -------------------- in accordance with, the books and records of the Company and its consolidated Subsidiaries, (ii) comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, (iii) have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis ---- during the periods involved (except as may be indicated in the notes thereto and except, in the case of the unaudited interim statements, as may be permitted under Form 10-Q of the Exchange Act) and (iv) fairly present the consolidated financial position and the consolidated results of operations and cash flows (subject, in the case of unaudited interim financial statements, to normal year- end adjustments) of the Company and its consolidated Subsidiaries as of the times and for the periods referred to therein. A true, correct and complete (other than the absence of footnotes) copy of the December 1997 Financial Statements has been previously provided to Parent. The audited consolidated financial statements of the Company for the year ended December 31, 1997 will not be inconsistent with the December 1997 Financial Statements in any material respect which is adverse.

SEC Reports and Financial Statements. (a) The Since September 27, 2021, the Company has timely filed with the SEC or furnished (as applicable) all forms forms, statements, documents and other documents (including exhibits and other information incorporated therein) reports required to be filed or furnished by it since January 1, 2003 with the SEC (such documentsforms, statements, documents and reports, the “Company SEC Documents”), including (i) its Annual Reports on Form 10-K for the years ended December 31, 2003, December 31, 2004 and December 31, 2005, respectively, (ii) its Quarterly Reports on Form 10-Q for the periods ended March 31, June 30 and September 30, 2005, (iii) all proxy statements relating to meetings of stockholders of the Company since January 1, 2003 (in the form mailed to stockholders), and (iv) all other forms, reports and registration statements required to be filed by the Company with the SEC since January 1, 2003. As of their respective filing dates (or if amended prior to the date of this Agreement, as amended), the Company SEC Documents, Documents (including the financial statements and schedules provided therein or incorporated by reference therein, (x) 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 light of the circumstances under which they were made, not misleading and (yamendments) complied in all material respects with the applicable requirements of the Securities Exchange Xxxxxxxx-Xxxxx Act of 1934, as amended, and the rules and regulations promulgated thereunder 2002 (the “Exchange Xxxxxxxx-Xxxxx Act”), the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Exchange Act”) and the Xxxxxxxx-Xxxxx Act of 2002, and the rules and regulations promulgated thereunder (“SOX”), as the case may be, and the applicable rules and regulations promulgated thereunder and the applicable listing and corporate governance rules and regulations of NASDAQ, and none of the Company SEC Documents contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that, in each case, no representation or warranty is made as to the accuracy of any financial projection or forward looking statement or the completeness of any information filed or furnished by the Company with or to the SEC solely for the purposes of complying with Regulation FD promulgated under the Exchange Act. Since September 27, 2021, neither the Company nor any Company Subsidiary has received from the SEC or any other Governmental Entity any written comments or questions with respect to any of the Company SEC Documents (including the financial statements included therein) that are not resolved, or as of the date hereof has received any written notice from the SEC or other Governmental Entity that such Company SEC Documents (including the financial statements included therein) are being reviewed or investigated, and, to the Company’s Knowledge, there is not, as of the date hereof, any investigation or review being conducted by the SEC or any other Governmental Entity of any Company SEC Documents (including the financial statements included therein). No Company Subsidiary is subject to the reporting requirements of Section 13(a) or Section 15(d) of the Exchange Act.

SEC Reports and Financial Statements. (a) The Company and each of its subsidiaries has timely filed with the SEC SEC, and has heretofore made available to Purchaser true and complete copies of, all forms forms, reports, schedules, statements and other documents (including exhibits and other information incorporated therein) required to be filed by it since January 1its formation under the Exchange Act or the Securities Act of 1933, 2003 as amended (the "Securities Act") (such forms, reports, schedules, statements and other documents, including any financial statements or schedules included therein, are referred to as the “"Company SEC Documents”"), including (i) its Annual Reports on Form 10-K for the years ended December 31, 2003, December 31, 2004 and December 31, 2005, respectively, (ii) its Quarterly Reports on Form 10-Q for the periods ended March 31, June 30 and September 30, 2005, (iii) all proxy statements relating to meetings of stockholders of the Company since January 1, 2003 (in the form mailed to stockholders), and (iv) all other forms, reports and registration statements required to be filed by the Company with the SEC since January 1, 2003. As of their respective dates (or if amended prior to the date of this Agreement, as amended), the The Company SEC Documents, including at the financial statements and schedules provided therein or incorporated by reference thereintime filed, (xa) 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 light of the circumstances under which they were made, not misleading and (yb) complied in all material respects with the applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”) and the Xxxxxxxx-Xxxxx Act of 2002, and the rules and regulations promulgated thereunder (“SOX”), as the case may be, and the applicable rules and regulations of the SEC thereunder. Except to the extent that information contained in any Company SEC Document has been revised or superseded by a subsequently filed Company Filed SEC Document (as defined herein) (a copy of which has been made available to Purchaser prior to the date hereof), none of the Company SEC Documents contains an untrue statement of a material fact or omits to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the Company SEC Documents 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, have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) and fairly present (subject, in the case of the unaudited statements, to normal, recurring audit adjustments) the consolidated financial position of the Company and its consolidated subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended.

SEC Reports and Financial Statements. (a) The Company has timely filed with the SEC SEC, and has heretofore made available to Parent, true and complete copies of, all forms forms, reports, schedules, statements and other documents (including exhibits and other information incorporated therein) required to be filed by it since January 1, 2003 1995 under the Securities Act of 1933, as amended (such documentsthe "Securities Act") or the Exchange Act (collectively, the “"Company SEC Documents”"), including (i) its Annual Reports on Form 10-K for the years ended December 31, 2003, December 31, 2004 and December 31, 2005, respectively, (ii) its Quarterly Reports on Form 10-Q for the periods ended March 31, June 30 and September 30, 2005, (iii) all proxy statements relating to meetings of stockholders of the Company since January 1, 2003 (in the form mailed to stockholders), and (iv) all other forms, reports and registration statements required to be filed by the Company with the SEC since January 1, 2003. As of their respective dates (or or, if amended prior to amended, as of the date of this Agreement, as amended)the last such amendment, the Company SEC Documents, including the including, without limitation, any financial statements and or schedules provided included therein or incorporated by reference therein, (xa) 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 light of the circumstances under which they were made, not misleading and (yb) complied in all material respects with the applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”) and the Xxxxxxxx-Xxxxx Act of 2002, and the rules and regulations promulgated thereunder (“SOX”), as the case may be, and the applicable rules and regulations of the SEC thereunder. None of the Company's subsidiaries is required to file any forms, reports or other documents with the SEC. The financial statements of the Company included in the Company SEC Documents have been prepared from, and are in accordance with, the books and records of the Company and its consolidated subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated subsidiaries as of the respective dates and for the respective periods indicated therein. None of the subsidiaries of the Company is subject to the informational reporting requirements of Section 13 of the Exchange Act.

SEC Reports and Financial Statements. (a) The Company Noble has timely filed with the SEC Securities and Exchange Commission (the “SEC”), and there are posted on the SEC’s XXXXX website, true and complete copies of, all forms forms, reports and other documents (including exhibits and other information incorporated therein) required to be filed by it Noble since January 1, 2003 2004 under the Securities Exchange Act of 1934, as amended (such the “Exchange Act”). (Such documents, as amended since the time of their filing, are collectively referred to in this Agreement as the “Company Noble SEC Documents.”), including (i) its Annual Reports on Form 10-K for the years ended December 31, 2003, December 31, 2004 and December 31, 2005, respectively, (ii) its Quarterly Reports on Form 10-Q for the periods ended March 31, June 30 and September 30, 2005, (iii) all proxy statements relating to meetings of stockholders of the Company since January 1, 2003 (in the form mailed to stockholders), and (iv) all other forms, reports and registration statements required to be filed by the Company with the SEC since January 1, 2003. As of their respective dates (or if amended prior to the date of this Agreement, as amended), the Company The Noble SEC Documents, including at the financial statements and schedules provided therein or incorporated by reference thereintime filed, (xa) 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 light of the circumstances under which they were made, not misleading and (yb) complied in all material respects with the applicable requirements of the Securities Exchange Act Act; provided, however, that the preceding representations and warranties do not apply to any information in any Noble SEC Document provided by, or at the direction of, Arcelor or any of 1934, Arcelor’s Affiliates or their officers or employees. The consolidated financial statements of Noble included in the Noble SEC Documents (a) comply as amended, to form in all material respects with applicable accounting requirements and with the published rules and regulations promulgated thereunder of the SEC with respect thereto, (b) have been prepared in accordance with US Accounting Principles during the “Exchange Act”period involved (except as is indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) and (c) fairly present (subject, in the case of the unaudited statements, to normal year-end audit adjustments) in all material respects the consolidated financial position of Noble and its consolidated subsidiaries as at the dates thereof and the consolidated results of their operations and cash flow for the periods then ended. Except as set forth in the financial statements included (or incorporated by reference) in the Noble SEC Documents (including the notes thereto), and except for the Securities Act liabilities and obligations incurred in the ordinary course of 1933business consistent with past practice since the date of the most recent such financial statements, there are no material liabilities or obligations of any nature required by US Accounting Principles to be set forth on a consolidated balance sheet of Noble and its subsidiaries or in the notes thereto. Except as amendeddisclosed in Section 6.7 of the Noble Disclosure Document or in notes to the financial statements included (or incorporated by reference) in the Noble SEC Documents, neither Noble nor any of its Affiliates is subject to any material contingent liability that would not be so required to be set forth on a consolidated balance sheet of Noble and its subsidiaries or in the rules and regulations promulgated thereunder (the “Securities Act”) and the Xxxxxxxx-Xxxxx Act of 2002, and the rules and regulations promulgated thereunder (“SOX”), as the case may benotes thereto.

SEC Reports and Financial Statements. (a) The Company has timely filed with the SEC SEC, and has heretofore made available to Parent true and complete copies of, all forms forms, reports, schedules, statements and other documents (including exhibits and other information incorporated therein) required to be filed or furnished by it and its subsidiaries since January 1December 31, 2003 1998 under the Exchange Act or the Securities Act (as such documentsdocuments have been amended since the time of their filing, collectively, the “"Company SEC Documents”"), including (i) its Annual Reports on Form 10-K for the years ended December 31, 2003, December 31, 2004 and December 31, 2005, respectively, (ii) its Quarterly Reports on Form 10-Q for the periods ended March 31, June 30 and September 30, 2005, (iii) all proxy statements relating to meetings of stockholders of the Company since January 1, 2003 (in the form mailed to stockholders), and (iv) all other forms, reports and registration statements required to be filed by the Company with the SEC since January 1, 2003. As of their respective dates (or or, if amended prior to amended, as of the date of this Agreement, as amended)the last such amendment, the Company SEC Documents, including the any financial statements and or schedules provided included therein or incorporated by reference therein, (xa) 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 light of the circumstances under which they were made, not misleading and (yb) complied in all material respects with the applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”) and the Xxxxxxxx-Xxxxx Act of 2002, and the rules and regulations promulgated thereunder (“SOX”), as the case may be, and the applicable rules and regulations of the SEC thereunder. Each of the consolidated financial statements included in the Company SEC Documents have been prepared from, and are in accordance with, the books and records of the Company and its consolidated subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated subsidiaries as at the dates thereof or for the periods presented therein. The financial results set forth in the financial statements and schedules set forth in the Company's Form 10-Q for the quarterly period ended September 30, 2001 shall be no less favorable than the results furnished in writing by the Company to Parent as of the date hereof.

SEC Reports and Financial Statements. (a) The Each of the Company and its Subsidiaries has timely filed with the SEC Securities and Exchange Commission (the "SEC") and has heretofore made available to Parent true and complete copies of, all forms forms, reports, schedules, statements and other documents (including exhibits and other information incorporated therein) required to be filed by it since January 1, 2003 1994, under the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act") (as such documentsdocuments have been amended since the time of their filing, collectively, the “"Company SEC Documents”"), including (i) its Annual Reports on Form 10-K for the years ended December 31, 2003, December 31, 2004 and December 31, 2005, respectively, (ii) its Quarterly Reports on Form 10-Q for the periods ended March 31, June 30 and September 30, 2005, (iii) all proxy statements relating to meetings of stockholders of the Company since January 1, 2003 (in the form mailed to stockholders), and (iv) all other forms, reports and registration statements required to be filed by the Company with the SEC since January 1, 2003. As of their respective dates (or if amended prior to the date of this Agreement, as amended), the The Company SEC Documents, including the without limitation any financial statements and or schedules provided therein or incorporated by reference included therein, at the time filed, (xa) 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 light of the circumstances under which they were made, not misleading and (yb) complied in all material respects with the applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”) and the Xxxxxxxx-Xxxxx Act of 2002, and the rules and regulations promulgated thereunder (“SOX”), as the case may be, and the applicable rules and regulations of the SEC thereunder. The financial statements of the Company included in the Company SEC Documents 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, have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) and fairly present (subject, in the case of the unaudited statements, to normal, recurring audit adjustments) the consolidated financial position of the Company and its consolidated Subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended.

SEC Reports and Financial Statements. (a) The Company has timely filed with or furnished to the SEC SEC, and has made available to Parent, true and complete copies of all forms forms, reports, schedules, statements and other documents (including exhibits and other information incorporated therein) required to be filed or furnished by it since January 1, 2003 2021, under the Exchange Act or the Securities Act of 1933, as amended (such documentsthe “Securities Act”) (collectively, the “Company SEC Documents”), including (i) its Annual Reports on Form 10-K for the years ended December 31, 2003, December 31, 2004 and December 31, 2005, respectively, (ii) its Quarterly Reports on Form 10-Q for the periods ended March 31, June 30 and September 30, 2005, (iii) all proxy statements relating to meetings of stockholders of the Company since January 1, 2003 (in the form mailed to stockholders), and (iv) all other forms, reports and registration statements required to be filed by the Company with the SEC since January 1, 2003. As of their its respective dates date (or and if amended prior to amended, as of the date of this Agreementthe last such amendment), each Company SEC Document, including any financial statements, schedules and exhibits included therein or attached thereto, complied in all material respects with the requirements of the Securities Act or the Exchange Act, as amended)the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, including and, without limitation of the financial statements and schedules provided therein or incorporated by reference thereinforegoing, (xi) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein in such Company SEC Document or necessary in order to make the statements thereinin such Company SEC Document, in light of the circumstances under which they were made, not misleading and (yii) complied in all material respects with the applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”) and the Xxxxxxxx-Xxxxx Act of 2002, and the rules and regulations promulgated thereunder 2002 (“SOX”), as the case may be, and the applicable rules and regulations of the SEC under the Exchange Act, the Securities Act and SOX, as the case may be. None of the Company’s Subsidiaries is, or at any time since January 1, 2021, has been, required to file, or has voluntarily filed, any forms, reports or other documents with the SEC. Each of the consolidated financial statements included in the Company SEC Documents (the “Financial Statements”) (w) has been prepared from, and is in accordance with, the books and records of the Company and its consolidated Subsidiaries, (x) complies in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC with respect to such requirements, (y) has been prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except as may be indicated in the Financial Statements or in the notes to the Financial Statements and subject, in the case of unaudited statements, to normal year-end audit adjustments and the absence of footnote disclosure), and (z) fairly presents, in all material respects, the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated Subsidiaries as of the date and for the periods referred to in the Financial Statements. If at any time from the date hereof and until the Effective Time, the Company shall obtain knowledge of any material facts that would require supplementing or amending any of the foregoing documents in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or to comply with applicable Laws, such amendment or supplement shall be promptly filed with the SEC and, as required by Law, disseminated to the shareholders of the Company.

SEC Reports and Financial Statements. (a) The Each of the Company and its Subsidiaries has timely filed with the SEC and has heretofore made available to Parent true and complete copies of, all forms forms, reports, schedules, statements and other documents (including exhibits and other information incorporated therein) required to be filed by it since January July 1, 2003 1999, under the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act") (as such documentsdocuments have been amended since the time of their filing, collectively, the “"Company SEC Documents”"), including (i) its Annual Reports on Form 10-K for the years ended December 31, 2003, December 31, 2004 and December 31, 2005, respectively, (ii) its Quarterly Reports on Form 10-Q for the periods ended March 31, June 30 and September 30, 2005, (iii) all proxy statements relating to meetings of stockholders of the Company since January 1, 2003 (in the form mailed to stockholders), and (iv) all other forms, reports and registration statements required to be filed by the Company with the SEC since January 1, 2003. As of their respective dates (or if amended prior to the date of this Agreement, as amended), the The Company SEC Documents, including the without limitation any financial statements and or schedules provided therein or incorporated by reference included therein, at the time filed, (xa) 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 light of the circumstances under which they were made, not misleading and (yb) complied in all material respects with the applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”) and the Xxxxxxxx-Xxxxx Act of 2002, and the rules and regulations promulgated thereunder (“SOX”), as the case may be, and the applicable rules and regulations of the SEC thereunder. The financial statements of the Company included in the Company SEC Documents 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, have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) and fairly present (subject, in the case of the unaudited statements, to normal, recurring audit adjustments) the consolidated financial position of the Company and its consolidated Subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended.

SEC Reports and Financial Statements. (a) The Company has timely filed with or furnished to the SEC SEC, and has made available to Parent, true and complete copies of all forms forms, reports, schedules, statements and other documents (including exhibits and other information incorporated therein) required to be filed or furnished by it since January 1, 2003 2010, under the Exchange Act or the Securities Act of 1933, as amended (such documentsthe “Securities Act”) (collectively, the “Company SEC Documents”), including (i) its Annual Reports on Form 10-K for the years ended December 31, 2003, December 31, 2004 and December 31, 2005, respectively, (ii) its Quarterly Reports on Form 10-Q for the periods ended March 31, June 30 and September 30, 2005, (iii) all proxy statements relating to meetings of stockholders of the Company since January 1, 2003 (in the form mailed to stockholders), and (iv) all other forms, reports and registration statements required to be filed by the Company with the SEC since January 1, 2003. As of their its respective dates date (or and if amended prior to amended, as of the date of this Agreementthe last such amendment), each Company SEC Document, including any financial statements, schedules and exhibits included therein or attached thereto, complied in all material respects with the requirements of the Securities Act or the Exchange Act, as amended)the case may be, and the Company rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, including and, without limitation of the financial statements and schedules provided therein or incorporated by reference thereinforegoing, (xi) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein in such Company SEC Document or necessary in order to make the statements thereinin such Company SEC Document, in light of the circumstances under which they were made, not misleading and (yii) complied in all material respects with the applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”) and the Xxxxxxxx-Xxxxx Act of 2002, and the rules and regulations promulgated thereunder 2002 (“SOX”), as the case may be, and the applicable rules and regulations of the SEC under the Exchange Act, the Securities Act and SOX, as the case may be. None of the Company’s Subsidiaries is, or at any time since January 1, 2010, has been, required to file, or has voluntarily filed, any forms, reports or other documents with the SEC. Each of the consolidated financial statements included in the Company SEC Documents (the “Financial Statements”) (w) has been prepared from, and is in accordance with, the books and records of the Company and its consolidated Subsidiaries, (x) complies in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC with respect to such requirements, (y) has been prepared in accordance with the United States generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except as may be indicated in the Financial Statements or in the notes to the Financial Statements and subject, in the case of unaudited statements, to normal year-end audit adjustments and the absence of footnote disclosure), and (z) fairly presents, in all material respects, the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated Subsidiaries as of the date and for the periods referred to in the Financial Statements. If at any time from the date hereof and until the Effective Time, the Company shall obtain knowledge of any material facts that would require supplementing or amending any of the foregoing documents in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or to comply with applicable Laws, such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the shareholders of the Company.

SEC Reports and Financial Statements. (a) The Since January 1, 2016 (the “Lookback Date”), the Company has timely filed with the SEC or furnished all forms forms, statements, documents and other documents (including exhibits and other information incorporated therein) reports required to be filed or furnished by it since January 1, 2003 with the SEC (such documentsforms, statements, documents and reports, the “Company SEC Documents”), including (i) its Annual Reports on Form 10-K for the years ended December 31, 2003, December 31, 2004 and December 31, 2005, respectively, (ii) its Quarterly Reports on Form 10-Q for the periods ended March 31, June 30 and September 30, 2005, (iii) all proxy statements relating to meetings of stockholders of the Company since January 1, 2003 (in the form mailed to stockholders), and (iv) all other forms, reports and registration statements required to be filed by the Company with the SEC since January 1, 2003. As of their respective filing dates the Company SEC Documents (or if amended prior to including amendments) complied in all material respects with the date applicable requirements of this Agreementthe Xxxxxxxx-Xxxxx Act of 2002, as amendedamended (the “Xxxxxxxx-Xxxxx Act”), the Securities Act and the Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder and the listing and corporate governance rules and regulations of the NASDAQ, and none of the Company SEC DocumentsDocuments contained (or, including with respect to Company SEC Documents filed after the financial statements and schedules provided therein or incorporated by reference thereindate hereof through the Closing, (xwill contain) did not contain any untrue statement of a material fact or omit omitted (or, with respect to Company SEC Documents filed after the date hereof through the Closing, will omit) to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and misleading. Since the Lookback Date, neither the Company nor any Company Subsidiary has received from the SEC or any other Governmental Entity any written comments or questions with respect to any of the Company SEC Documents (yincluding the financial statements included therein) complied in all material respects that are not resolved, or as of the date hereof has received any written notice from the SEC or other Governmental Entity that such Company SEC Documents (including the financial statements included therein) are being reviewed or investigated, and, to the Company’s Knowledge, there is not, as of the date hereof, any investigation or review being conducted by the SEC or any other Governmental Entity of any Company SEC Documents (including the financial statements included therein). No Company Subsidiary is required to file any forms, reports or other documents with the applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”) and the Xxxxxxxx-Xxxxx Act of 2002, and the rules and regulations promulgated thereunder (“SOX”), as the case may beSEC.

SEC Reports and Financial Statements. (a) The Company has timely filed with the SEC Securities and Exchange Commission (the “SEC”) all forms and other documents (including exhibits and other information incorporated therein) required to be filed by it since January 1May 10, 2003 2005 under the Securities Exchange Act of 1934, as amended (such documents, the “Company SEC DocumentsExchange Act”), including (iA) its Annual Reports on Form 10-K for the years ended December 31, 2003, December 31, 2004 and December 31, 2005, respectivelyK, (iiB) its Quarterly Reports on Form 10-Q for the periods ended March 31, June 30 and September 30, 2005Q, (iiiC) all proxy statements relating to meetings of stockholders of the Company since January 1, 2003 (in the form mailed to stockholders), and (ivD) all other forms, reports and registration statements required to be filed by the Company with the SEC since January 1May 10, 20032005. The documents described in clauses (A)-(D) above, in each case as amended (whether filed prior to, on or after the date of this Agreement), are referred to in this Agreement collectively as the “Company SEC Documents.” As of their respective dates (or or, if amended and publicly available prior to the date of this Agreement, as of the date of such amendment with respect to those disclosures that are amended), the Company SEC Documents, including the financial statements and schedules provided therein or incorporated by reference therein, (x) 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 light of the circumstances under which they were made, not misleading and (y) complied in all material respects with the applicable requirements of the Exchange Act, the Securities Exchange Act, the Sxxxxxxx-Xxxxx Act of 1934, as amended, and the rules and regulations promulgated thereunder 2002 (the “Exchange Act”), the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Sxxxxxxx-Xxxxx Act”) and the Xxxxxxxx-Xxxxx Act of 2002, and the rules and regulations promulgated thereunder (“SOX”)other applicable Laws, as the case may be, and the applicable rules and regulations of the SEC thereunder. None of the Subsidiaries of the Company is subject to the periodic reporting requirements of the Exchange Act or required to file any form, report or other document with the SEC, the NYSE, any stock exchange or any other comparable Governmental Entity.

SEC Reports and Financial Statements. (a) The Since April 1, 2015, the Company has timely filed with the SEC or furnished all forms forms, statements, documents and other documents (including exhibits and other information incorporated therein) reports required to be filed or furnished by it since January 1, 2003 with the SEC (such documentsforms, statements, documents and reports, the “Company SEC Documents”), including (i) its Annual Reports on Form 10-K for the years ended December 31, 2003, December 31, 2004 and December 31, 2005, respectively, (ii) its Quarterly Reports on Form 10-Q for the periods ended March 31, June 30 and September 30, 2005, (iii) all proxy statements relating to meetings of stockholders of the Company since January 1, 2003 (in the form mailed to stockholders), and (iv) all other forms, reports and registration statements required to be filed by the Company with the SEC since January 1, 2003. As of their respective filing dates the Company SEC Documents (or if amended prior to including amendments) complied in all material respects with the date applicable requirements of this Agreementthe Xxxxxxxx-Xxxxx Act of 2002, as amendedamended (the “Xxxxxxxx-Xxxxx Act”), the Securities Act and the Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder and the listing and corporate governance rules and regulations of NASDAQ, and none of the Company SEC DocumentsDocuments contained (or, including with respect to Company SEC Documents filed after the financial statements and schedules provided therein or incorporated by reference thereindate hereof, (xwill contain) did not contain any untrue statement of a material fact or omit omitted (or with respect to Company SEC Documents filed after the date hereof, will omit) to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and misleading. Since April 1, 2015, neither the Company nor any Company Subsidiary has received from the SEC or any other Governmental Entity any written comments or questions with respect to any of the Company SEC Documents (yincluding the financial statements included therein) complied in all material respects that are not resolved, or as of the date hereof has received any written notice from the SEC or other Governmental Entity that such Company SEC Documents (including the financial statements included therein) are being reviewed or investigated, and, to the Company’s Knowledge, there is not, as of the date hereof, any investigation or review being conducted by the SEC or any other Governmental Entity of any Company SEC Documents (including the financial statements included therein). No Company Subsidiary is required to file any forms, reports or other documents with the applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”) and the Xxxxxxxx-Xxxxx Act of 2002, and the rules and regulations promulgated thereunder (“SOX”), as the case may beSEC.

SEC Reports and Financial Statements. (a) The Company has timely filed with or furnished to the SEC SEC, and has made available to Parent, true and complete copies of all forms forms, reports, schedules, statements, certificates and other documents (including exhibits and other information incorporated therein) required to be filed or furnished by it since January 1, 2003 2005, under the Exchange Act or the Securities Act of 1933, as amended (such documentsthe “Securities Act”) (collectively, the “Company SEC Documents”), including (i) its Annual Reports on Form 10-K for the years ended December 31, 2003, December 31, 2004 and December 31, 2005, respectively, (ii) its Quarterly Reports on Form 10-Q for the periods ended March 31, June 30 and September 30, 2005, (iii) all proxy statements relating to meetings of stockholders of the Company since January 1, 2003 (in the form mailed to stockholders), and (iv) all other forms, reports and registration statements required to be filed by the Company with the SEC since January 1, 2003. As of their its respective dates (or date, and, if amended prior to amended, as of the date of this Agreementthe last such amendment, as amended), the each Company SEC DocumentsDocument, including the any financial statements and or schedules provided therein or incorporated by reference included therein, (x) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Company SEC Document or necessary in order to make the statements in such Company SEC Document, in light of the circumstances under which they were made, not misleading and, except to the extent that information contained in such Company SEC Document has been revised or superseded by a later filed or furnished, as applicable, Company SEC Document, as of the date of this Agreement, none of the Company SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (y) misleading. As of their respective dates, the Company SEC Documents complied in all material respects with the applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”) and the XxxxxxxxSxxxxxxx-Xxxxx Act of 2002, and the rules and regulations promulgated thereunder 2002 (“SOX”), as the case may be., and the applicable rules and regulations of the SEC under the Exchange Act, the Securities Act and SOX, as the case may be. None of the Company’s Subsidiaries is, or at any time since January 1, 2005, has been, required to file any forms, reports or other documents with the SEC. Each of the consolidated financial statements included in the Company SEC Documents (the “Financial Statements”) (w) has been prepared from, and is in accordance with, the books and records of the Company and its consolidated Subsidiaries, (x) complies in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC with respect to such requirements, (y) has been prepared in accordance with the United States generally accepted accounting principles (“GAAP”), in all material respects, applied on a consistent basis during the periods involved (except as may be indicated in the Financial Statements or in the notes to the Financial Statements and subject, in the case of unaudited statements, to normal year-end audit adjustments and the absence of footnote disclosure), and (z) fairly presents, in all material respects, the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated Subsidiaries as of the date and for the periods referred to in the Financial Statements. Table of Contents

SEC Reports and Financial Statements. (a) The Since January 1, 2003, the Company has timely filed with the SEC all forms forms, reports, schedules, registration statements, definitive proxy statements and other documents (collectively, including all exhibits and other information incorporated therein) required to be filed by it since January 1, 2003 (such documentsthereto, the “Company SEC DocumentsReports”), including (i) its Annual Reports on Form 10-K for the years ended December 31, 2003, December 31, 2004 and December 31, 2005, respectively, (ii) its Quarterly Reports on Form 10-Q for the periods ended March 31, June 30 and September 30, 2005, (iii) all proxy statements relating to meetings of stockholders of the Company since January 1, 2003 (in the form mailed to stockholders), and (iv) all other forms, reports and registration statements required to be filed by the Company with the SEC since January 1, 2003SEC. As of their respective dates (dates, and giving effect to any amendments or if amended supplements thereto filed prior to the date of this Agreement, as amended), the Company SEC DocumentsReports complied in all material respects with the requirements of the Securities Act of 1933, including as amended (the financial statements “Securities Act”) and schedules provided therein or incorporated by reference thereinthe Exchange Act, (x) did not contain and the respective rules and regulations of the SEC promulgated thereunder applicable to the Company SEC Reports, and none of the Company SEC Reports contained any untrue statement of a material fact or omit omitted to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading misleading. As of the date hereof, except for any reports on Form 8 K required to be filed with respect to this Agreement, the Merger and (y) complied in all material respects the transactions contemplated hereby, no event has occurred with respect to the Company or any of Company Subsidiaries which the Company is, or after the passage of time, will be, required to report by the filing with the applicable requirements SEC of a current report on Form 8-K which has not been so reported by the Company by the filing of a current report on Form 8-K on or prior to the date hereof. None of the Securities Exchange Act Company Subsidiaries is required to file any forms, reports or other documents with the SEC pursuant to Section 13 or 15 of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”) and the Xxxxxxxx-Xxxxx Act of 2002, and the rules and regulations promulgated thereunder (“SOX”), as the case may be.

SEC Reports and Financial Statements. (a) The Company has timely filed with the SEC SEC, and has heretofore made available to Purchaser, true and complete copies of all forms forms, reports, schedules, statements and other documents (including exhibits and other information incorporated therein) required to be filed by it since January 1, 2003 (such documentsunder the Exchange Act or the Securities Act. In addition, the “Company SEC Documents”)has incorporated by reference into this Agreement, including (i) its Annual Reports Quarterly Report on Form 10-K QSB for the years fiscal quarter ended December 31, 2003, December 31, 2004 and December 31, 2005, respectively, (ii) its Quarterly Reports on Form 10-Q for the periods ended March 31, June 30 and September 30, 2005, (iii) all proxy statements relating to meetings of stockholders of the Company since its Current Reports on Form 8-K dated January 130, 2003 (in the form mailed to stockholders)2006, December 26, 2004, June 23 and June 24, 2005, and its Annual Report on Form 10-KSB for the fiscal year ended December 31, 2004 (iv) all other formsas such documents have been amended since the date of their filing, reports and registration statements required to be filed by collectively, the "Company with the SEC since January 1, 2003Documents"). As of their respective dates (or or, if amended prior to amended, as of the date of this Agreement, as amended)the last such amendment, the Company SEC Documents, including the any financial statements and or schedules provided therein or incorporated by reference included therein, : (xi) 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 made therein, in light of the circumstances under which they were made, not misleading misleading; and (yii) complied in all material respects with the applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”) and the Xxxxxxxx-Xxxxx Act of 2002, and the rules and regulations promulgated thereunder (“SOX”), as the case may be, and the applicable rules and regulations of the SEC thereunder. Each of the financial statements included in the Company SEC Documents have been prepared from, and are in accordance with, the books and records of the Company, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the financial position and the results of operations and cash flows of the Company as of the dates thereof or for the periods presented therein (subject, in the case of unaudited statements, to normal year-end audit adjustments not material in amount).

SEC Reports and Financial Statements. (a) The Company has timely filed with the SEC SEC, and has heretofore made available to Purchaser true and complete copies of, all forms forms, reports, schedules, statements and other documents (including exhibits and other information incorporated thereinthan preliminary materials) required to be filed by it since January 1, 2003 under the Exchange Act or the Securities Act of 1933 (such documents, the “Company SEC Documents”), including (i"SECURITIES ACT") its Annual Reports on Form 10-K for the years ended from and after December 31, 2003, December 31, 2004 and December 31, 2005, respectively, 1997 (ii) its Quarterly Reports on Form 10-Q for the periods ended March 31, June 30 and September 30, 2005, (iii) all proxy statements relating to meetings of stockholders of the Company since January 1, 2003 (in the form mailed to stockholders), and (iv) all other such forms, reports reports, schedules, statements and registration other documents, including any financial statements required or schedules included therein, are referred to be filed by as the Company with the "COMPANY SEC since January 1, 2003DOCUMENTS"). As of their respective dates (or if amended prior to the date of this Agreement, as amended), the The Company SEC Documents, including at the financial statements and schedules provided therein or incorporated by reference thereintime filed, (xa) 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 light of the circumstances under which they were made, not misleading misleading, and (yb) complied in all material respects with the applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”) and the Xxxxxxxx-Xxxxx Act of 2002, and the rules and regulations promulgated thereunder (“SOX”), as the case may be, and the applicable rules and regulations of the SEC thereunder. The financial statements of the Company included in the Company SEC Documents as well as the Company's financial statements as of and for the year ended December 31, 1998 heretofore delivered to Purchaser, as of the dates thereof comply as to form in all material respects with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X promulgated by the SEC) and fairly present (subject, in the case of the unaudited statements, to normal adjustments, none of which will be material) the consolidated financial position of the Company and its consolidated subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended.

SEC Reports and Financial Statements. (a) The Company Parent has timely filed with the SEC all forms registration statements, prospectuses forms, reports and other documents (including exhibits and other information incorporated therein) required to be filed by it with the SEC under the Securities Act or the Exchange Act since January 1May 20, 2003 1999 (such documentscollectively, the “Company "PARENT SEC Documents”REPORTS"), including . The Parent SEC Reports (i) its Annual Reports on Form 10-K for as of their respective dates, were prepared in accordance with, and complied as to form in all material respects with, the years ended December 31requirements of the Securities Act or the Exchange Act, 2003as the case may be, December 31, 2004 and December 31, 2005, respectively, the applicable rules and regulations thereunder and (ii) its Quarterly Reports on Form 10-Q for did not, at the periods ended March 31time they were filed, June 30 and September 30, 2005, (iii) all proxy statements relating to meetings of stockholders of the Company since January 1, 2003 (in the form mailed to stockholders), and (iv) all other forms, reports and registration statements required to be filed by the Company with the SEC since January 1, 2003. As of their respective dates (or if amended prior to the date of this Agreement, as amended), the Company SEC Documents, including the financial statements and schedules provided therein or incorporated by reference therein, (x) 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 light of the circumstances under which they were made, not misleading and misleading. As of the date hereof, no Subsidiary of Parent is subject to the periodic reporting requirements of the Exchange Act. Each of the consolidated balance sheets (yincluding the related notes) complied included in the Parent SEC Reports presents fairly, in all material respects with respects, the applicable requirements consolidated financial position of Parent and its Subsidiaries as of its date, and each of the Securities Exchange Act of 1934other related statements (including the related notes) included in the Parent SEC Reports presents fairly, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”)in all material respects, the Securities Act results of 1933operations, cash flows and changes in shareholders' equity of Parent and its Subsidiaries as amendedof its date and for the respective periods set forth therein, all in conformity with GAAP consistently applied during the periods involved, except as otherwise noted therein and the rules and regulations promulgated thereunder (the “Securities Act”) and the Xxxxxxxx-Xxxxx Act of 2002subject, and the rules and regulations promulgated thereunder (“SOX”), as in the case may beof the unaudited interim financial statements, to normal year-end adjustments.

SEC Reports and Financial Statements. (a) The Company Target has timely filed with the SEC Securities and Exchange Commission ("SEC"), and has made available to Acquiror, copies of all forms forms, reports and other documents (including exhibits and other information incorporated therein"Target SEC Documents") required to be filed by it since January September 1, 2003 1995 under the Securities Act of 1933, as amended (the "Securities Act") or the Exchange Act of 1934, as amended (the "Exchange Act"). None of such documents, the “Company Target SEC Documents”), including Documents (i) its Annual Reports on Form 10-K for the years ended December 31, 2003, December 31, 2004 and December 31, 2005, respectively, (ii) its Quarterly Reports on Form 10-Q for the periods ended March 31, June 30 and September 30, 2005, (iii) all proxy statements relating to meetings of stockholders of the Company since January 1, 2003 (in the form mailed to stockholders), and (iv) all other forms, reports and registration statements required to be filed by the Company with the SEC since January 1, 2003. As as of their respective dates (or if amended prior to the date of this Agreement, as amended), the Company SEC Documents, including the financial statements and schedules provided therein or incorporated by reference therein, (xfiling dates) did not contain 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 light of the circumstances under which they were made, not misleading (except any statement or omission therein which has been corrected or otherwise disclosed or updated in a subsequent Target SEC Document). The audited and unaudited consolidated financial statements of Target included in any Target SEC Document on Form 10-QSB or Form 10-KSB (ythe "Target Financial Statements") complied have been prepared in accordance with generally accepted accounting principles applied on a consistent basis (except as otherwise stated in such financial statements, including the related notes or, in the case of unaudited statements, as permitted by Form 10-QSB of the SEC rules), comply as to form in all material respects with the applicable accounting requirements of the Securities Exchange Act of 1934, as amended, and the published rules and regulations promulgated thereunder of the SEC with respect thereto and fairly present the financial position of Target as of the dates thereof and the results of its operations and changes in financial position for the periods then ended, subject, in the case of the unaudited financial statements, to year-end audit adjustments, and except for the absence of certain footnote information in the unaudited statements. Target does not have any material liabilities or obligations of any nature (whether absolute, accrued, contingent, unmatured, unaccrued, unliquidated, unasserted, conditional or otherwise), except for liabilities or obligations (i) reflected or reserved against on the balance sheet as at May 31, 1999 (including the notes thereto and the other disclosures made in Target's Form 10-QSB for the quarter ended May 31, 1999) (the “Exchange Act”)"Target Balance Sheet") included in the Target SEC Documents, or (ii) incurred in the Securities Act ordinary course of 1933, business consistent with past practice since such date. The reserves disclosed in Target SEC Documents as amended, of the Target Balance Sheet Date and the rules and regulations promulgated thereunder (the “Securities Act”) and the Xxxxxxxx-Xxxxx Act of 2002, and the rules and regulations promulgated thereunder (“SOX”), as the case may bein any subsequently filed Target SEC Documents are sufficient to provide for Target's warranty obligations.

SEC Reports and Financial Statements. (a) The Since January 1, 2017, the Company has timely filed with or furnished to the SEC all forms forms, reports, schedules, statements and other documents (including exhibits and other information incorporated therein) required to be filed by it since January 1or furnished under the Securities Act and the Securities Exchange Act of 1934, 2003 as amended (such documents, the “Company SEC DocumentsExchange Act”), including (i) its Annual Reports on Form 10-K for the years ended December 31, 20032017, December 31, 2004 2018 and December 31, 20052019, respectively, (ii) its Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, June 30 30, and September 30 for each of 2017, 2018 and 2019, and the quarterly periods ended March 31, 2020 and June 30, 20052020, (iii) all proxy statements relating to meetings of stockholders of the Company since January 1, 2003 2017 (in the form mailed to stockholders), and (iv) all other forms, reports and registration statements required to be filed or furnished by the Company with the SEC since January 1, 20032017. As of their respective dates The documents described in clauses (i)-(iv) above, as amended (whether filed before, on or if amended prior to after the date of this Agreement), are referred to in this Agreement collectively as amended)the “Company SEC Documents.” As of their respective dates, the Company SEC Documents, including the financial statements and schedules provided therein or incorporated by reference therein, (x) 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 light of the circumstances under which they were made, not misleading and (y) complied in all material respects with the applicable requirements of the Securities Exchange Act of 1934, as amendedAct, and the rules and regulations promulgated thereunder (the “Exchange Act”)thereunder, and the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”) and the Xxxxxxxx-Xxxxx Act of 2002, and the rules and regulations promulgated thereunder (“SOX”), as the case may be. No Subsidiary of the Company files or is required to file periodic reports with the SEC, either pursuant to the requirements of the Exchange Act or by contract.

SEC Reports and Financial Statements. (a) The Company has timely filed with or furnished to the SEC SEC, and has made available to Parent, true and complete copies of all forms forms, reports, schedules, statements and other documents (including exhibits and other information incorporated therein) required to be filed or furnished by it since January 1, 2003 2021, under the Exchange Act or the Securities Act of 1933, as amended (such documentsthe “Securities Act”) (collectively, the “Company SEC Documents”), including (i) its Annual Reports on Form 10-K for the years ended December 31, 2003, December 31, 2004 and December 31, 2005, respectively, (ii) its Quarterly Reports on Form 10-Q for the periods ended March 31, June 30 and September 30, 2005, (iii) all proxy statements relating to meetings of stockholders of the Company since January 1, 2003 (in the form mailed to stockholders), and (iv) all other forms, reports and registration statements required to be filed by the Company with the SEC since January 1, 2003. As of their its respective dates date (or and if amended prior to amended, as of the date of this Agreementthe last such amendment), each Company SEC Document, including any financial statements, schedules and exhibits included therein or attached thereto, complied in all material respects with the requirements of the Securities Act or the Exchange Act, as amended)the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, including and, without limitation of the financial statements and schedules provided therein or incorporated by reference thereinforegoing, (xi) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein in such Company SEC Document or necessary in order to make the statements thereinin such Company SEC Document, in light of the circumstances under which they were made, not misleading and (yii) complied in all material respects with the applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”) and the Xxxxxxxx-Xxxxx Act of 2002, and the rules and regulations promulgated thereunder 2002 (“SOX”), as the case may be, and the applicable rules and regulations of the SEC under the Exchange Act, the Securities Act and SOX, as the case may be. None of the Company’s Subsidiaries is, or at any time since January 1, 2021, has been, required to file, or has voluntarily filed, any forms, reports or other documents with the SEC. Each of the consolidated financial statements included in the Company SEC Documents (the “Financial Statements”) (w) has been prepared from, and is in accordance with, the books and records of the Company and its consolidated Subsidiaries, (x) complies in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC with respect to such requirements, (y) has been prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except as may be indicated in the Financial Statements or in the notes to the Financial Statements and subject, in the case of unaudited statements, to normal year-end audit adjustments and the absence of footnote disclosure), and (z) fairly presents, in all material respects, the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated Subsidiaries as of the date and for the periods referred to in the Financial Statements. If at any time from the date hereof and until the Effective Time, the Company shall obtain knowledge of any material facts that would require supplementing or amending any of the foregoing documents in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or to comply with applicable Laws, such amendment or supplement shall be promptly filed with the SEC and, as required by Law, disseminated to the stockholders of the Company.

SEC Reports and Financial Statements. (a) The Company Since June 25, 2021, Parent has timely filed with the SEC or furnished (as applicable) all forms forms, statements, documents and other documents (including exhibits and other information incorporated therein) reports required to be filed or furnished by it since January 1, 2003 with the SEC (such documentsforms, statements, documents and reports, the “Company Parent SEC Documents”), including (i) its Annual Reports on Form 10-K for the years ended December 31, 2003, December 31, 2004 and December 31, 2005, respectively, (ii) its Quarterly Reports on Form 10-Q for the periods ended March 31, June 30 and September 30, 2005, (iii) all proxy statements relating to meetings of stockholders of the Company since January 1, 2003 (in the form mailed to stockholders), and (iv) all other forms, reports and registration statements required to be filed by the Company with the SEC since January 1, 2003. As of their respective filing dates the Parent SEC Documents (or if amended prior to the date of this Agreement, as amended), the Company SEC Documents, including the financial statements and schedules provided therein or incorporated by reference therein, (x) 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 light of the circumstances under which they were made, not misleading and (yamendments) complied in all material respects with the applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Xxxxxxxx-Xxxxx Act”), the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Exchange Act”) and the Xxxxxxxx-Xxxxx Act of 2002, and the rules and regulations promulgated thereunder (“SOX”), as the case may be, and the applicable rules and regulations promulgated thereunder and the applicable listing and corporate governance rules and regulations of NASDAQ, and none of the Parent SEC Documents contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that, in each case, no representation or warranty is made as to the accuracy of any financial projection or forward looking statement or the completeness of any information filed or furnished by Parent with or to the SEC solely for the purposes of complying with Regulation FD promulgated under the Exchange Act. Since June 25, 2021, Parent has not received from the SEC or any other Governmental Entity any written comments or questions with respect to any of the Parent SEC Documents (including the financial statements included therein) that are not resolved, or as of the date hereof has received any written notice from the SEC or other Governmental Entity that such Parent SEC Documents (including the financial statements included therein) are being reviewed or investigated, and, to Parent’s Knowledge, there is not, as of the date hereof, any investigation or review being conducted by the SEC or any other Governmental Entity of any Parent SEC Documents (including the financial statements included therein).

SEC Reports and Financial Statements. (a) The Company has timely filed with the SEC SEC, and has heretofore made available to Parent true and complete copies of, all forms forms, reports, schedules, statements and other documents (including exhibits and other information incorporated therein) required to be filed by it since January 1December 31, 2003 1994, under the Exchange Act or the Securities Act of 1933 (the "Securities Act") (such forms, reports, schedules, statements and other documents, including any financial statements or schedules included therein, are referred to as the “"Company SEC Documents”"), including (i) its Annual Reports on Form 10-K for the years ended December 31, 2003, December 31, 2004 and December 31, 2005, respectively, (ii) its Quarterly Reports on Form 10-Q for the periods ended March 31, June 30 and September 30, 2005, (iii) all proxy statements relating to meetings of stockholders of the Company since January 1, 2003 (in the form mailed to stockholders), and (iv) all other forms, reports and registration statements required to be filed by the Company with the SEC since January 1, 2003. As of their respective dates (or if amended prior to the date of this Agreement, as amended), the The Company SEC Documents, including at the financial statements and schedules provided therein or incorporated by reference thereintime filed, (xa) 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 light of the circumstances under which they were made, not misleading and (yb) complied in all material respects with the applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”) and the Xxxxxxxx-Xxxxx Act of 2002, and the rules and regulations promulgated thereunder (“SOX”), as the case may be., and the applicable rules and regulations of the SEC thereunder. Except to the extent revised or superseded by a subsequently filed Company Filed SEC Document (as defined in Section 4.07) (a copy of which has been made available to Parent prior to the date hereof) or by the Company's annual earnings press release dated April 1, 1997, the Company SEC Documents and such press release, considered as a whole as of their date, do not contain an untrue statement of a material fact or omit to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading (it being understood that the foregoing does not cover future events resulting from public announcement of the Offer and the Merger). The financial statements of the Company included in the Company SEC Documents 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, have

SEC Reports and Financial Statements. (a) The Company has timely filed with the SEC Securities and Exchange Commission (the "SEC") all reports, forms and other documents (including exhibits and other information incorporated therein) required to be filed by it since January 1, 2003 (such documents, 1994 under the “Company SEC Documents”), including Exchange Act and has heretofore made available to Parent (i) its Annual Reports on Form 10-K for the fiscal years ended December 31, 2003, December 31, 2004 1994 and December 31, 20051995, respectively, and its Amendment to its Annual Report on Form 10-K/A for the year ended December 31, 1995, (ii) its Quarterly Reports on Form 10-Q for the periods ended March 31, June 30 and September 30, 20051996, respectively, (iii) all proxy statements relating to meetings of stockholders of the Company since January 1, 2003 1994 (in the form mailed to stockholders), and (iv) all other forms, reports and registration statements required to be filed by the Company with the SEC since January 1, 20031994 (other than registration statements on Form S-8 or Form 8-A, filings on Form T-1 or preliminary materials and registration statements in forms not declared effective) and (v) the unaudited consolidated balance sheet as of December 31, 1996 (the "Balance Sheet"). The documents described in clauses (i)-(iv) above are referred to in this Agreement collectively as the "Company SEC Documents". As of their respective dates (or if amended prior to the date of this Agreement, as amended)dates, the Company SEC Documents, including the financial statements and schedules provided therein or incorporated by reference therein, Documents (xa) 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 light of the circumstances under which they were made, not misleading and (yb) complied in all material respects with the applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder 1933 (the “"Securities Act”) and the Xxxxxxxx-Xxxxx Act of 2002, and the rules and regulations promulgated thereunder (“SOX”"), as the case may be, and the applicable rules and regulations of the SEC thereunder. The consolidated financial statements included in the Company SEC Documents and the Balance Sheet have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as otherwise noted therein and except that the interim financial statements and the Balance Sheet are subject to year end adjustment and do not contain all footnote disclosures required by GAAP) and fairly present in all material respects the consolidated financial position and the consolidated results of operations and cash flows of the Company and its consolidated Subsidiaries as at the dates thereof or for the periods presented therein. No variation in the balance sheet included in the audited financial statements for the year ended December 31, 1996 delivered to Parent pursuant to Section 6.3 hereof from the Balance Sheet will result in a Material Adverse Effect.

SEC Reports and Financial Statements. (a) The Company has timely and its Subsidiaries have filed with the SEC Securities and Exchange Commission ("SEC") all forms forms, reports, schedules, statements, and other documents (including exhibits and other information incorporated therein) required to be filed by it them with the SEC (as such documents have been amended since January 1the time of their filing, 2003 (such documentscollectively, the “Company "SEC Documents”), including (i) its Annual Reports on Form 10-K for the years ended December 31, 2003, December 31, 2004 and December 31, 2005, respectively, (ii) its Quarterly Reports on Form 10-Q for the periods ended March 31, June 30 and September 30, 2005, (iii) all proxy statements relating to meetings of stockholders of the Company since January 1, 2003 (in the form mailed to stockholders"), and (iv) have filed all other forms, reports and registration statements exhibits required to be filed by the Company with the SEC since January 1, 2003Documents. As of their respective dates (or or, if amended prior to amended, as of the date of this Agreement, as amended)the last such amendment, the Company SEC Documents, including the including, without limitation, any financial statements and or schedules provided therein or incorporated by reference included therein, complied in all material respects with the applicable requirements of the Securities Act and the Securities Exchange Act of 1934 (x) the "Exchange Act"), and 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 light of the circumstances under which they were made, not misleading misleading. None of the Company's Subsidiaries is required to file any forms, reports or other documents with the SEC pursuant to Section 12 or 15 of the Exchange Act. The financial statements of the Company included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1996 (including the related notes thereto) and in the Company's Quarterly Report on Form 10-Q for the six months ended June 30, 1997, copies of which have been furnished to the Purchasers (y) complied together, the "Financial Statements"), have been prepared from, and are in accordance with, the books and records of the Company and its consolidated Subsidiaries, comply in all material respects with applicable accounting requirements and with the applicable requirements of the Securities Exchange Act of 1934, as amended, and the published rules and regulations promulgated thereunder of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis throughout the “Exchange Act”periods involved (except as may be indicated in the notes thereto and subject, in the case of unaudited interim financial statements, to normal year-end adjustments), and fairly present the Securities Act of 1933, as amended, consolidated financial position and the rules consolidated results of operations and regulations promulgated thereunder (cash flows of the “Securities Act”) Company and its consolidated Subsidiaries as at the Xxxxxxxx-Xxxxx Act dates thereof or for the periods presented therein. The Company and its Subsidiaries have maintained a system of 2002, and the rules and regulations promulgated thereunder (“SOX”), as the case may beaccounting established in accordance with sound business practices to permit preparation of financial statements in conformity with GAAP.

SEC Reports and Financial Statements. (a) The Company has timely filed with the SEC SEC, and has heretofore made available to Parent, true and complete copies of, all forms forms, reports, schedules, statements and other documents (including exhibits and other information incorporated therein) required to be filed by it since January 1, 2003 1994 under the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act") (as such documentsdocuments have been amended since the time of their filing, collectively, the “"Company SEC Documents”"), including (i) its Annual Reports on Form 10-K for the years ended December 31, 2003, December 31, 2004 and December 31, 2005, respectively, (ii) its Quarterly Reports on Form 10-Q for the periods ended March 31, June 30 and September 30, 2005, (iii) all proxy statements relating to meetings of stockholders of the Company since January 1, 2003 (in the form mailed to stockholders), and (iv) all other forms, reports and registration statements required to be filed by the Company with the SEC since January 1, 2003. As of their respective dates (or or, if amended prior to amended, as of the date of this Agreement, as amended)the last such amendment, the Company SEC Documents, including the including, without limitation, any financial statements and or schedules provided included therein or incorporated by reference therein, (xa) 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 light of the circumstances under which they were made, not misleading and (yb) complied in all material respects with the applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”) and the Xxxxxxxx-Xxxxx Act of 2002, and the rules and regulations promulgated thereunder (“SOX”), as the case may be, and the applicable rules and regulations of the SEC thereunder. None of the Company's Subsidiaries is required to file any forms, reports or other documents with the SEC. The financial statements of the Company included in the Company SEC Documents (the "Financial Statements") have been prepared from, and are in accordance with, the books and records of the Company and its consolidated Subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the period involved (except in the case of unaudited statements, as permitted by Form 10-Q under the Exchange Act and as may be otherwise indicated in the notes thereto) and fairly present (subject, in the case of unaudited statements, to normal recurring year-end adjustments and any other adjustments described therein) the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated Subsidiaries as of the times and for the periods referred to therein.

SEC Reports and Financial Statements. (a) The Company has timely filed with the SEC SEC, and has heretofore made available to Parent, true and complete copies of all forms forms, reports, schedules, statements and other documents (including exhibits and other information incorporated therein) required to be filed by it since January 1, 2003 1995 under the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act") (as such documentsdocuments have been amended since the time of their filing, collectively, the “"Company SEC Documents”"), including (i) its Annual Reports on Form 10-K for the years ended December 31, 2003, December 31, 2004 and December 31, 2005, respectively, (ii) its Quarterly Reports on Form 10-Q for the periods ended March 31, June 30 and September 30, 2005, (iii) all proxy statements relating to meetings of stockholders of the Company since January 1, 2003 (in the form mailed to stockholders), and (iv) all other forms, reports and registration statements required to be filed by the Company with the SEC since January 1, 2003. As of their respective dates (or if amended prior to the date of this Agreement, as amended)dates, the Company SEC Documents, including the including, without limitation, any financial statements and or schedules provided included therein or incorporated by reference therein, (xa) 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 light of the circumstances under which they were made, not misleading and (yb) complied in all material respects with the applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”) and the Xxxxxxxx-Xxxxx Act of 2002, and the rules and regulations promulgated thereunder (“SOX”), as the case may be, and the applicable rules and regulations of the SEC thereunder. None of the Company's Subsidiaries is required to file any forms, reports or other documents with the SEC. The financial statements of the Company included in the Company SEC Documents (the "Financial Statements") have been prepared from, and are in accordance with, the books and records of the Company and its consolidated Subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated Subsidiaries as of the times and for the periods referred to therein.

SEC Reports and Financial Statements. (a) The Company has timely filed with the SEC SEC, and has heretofore made available to Buyer true and complete copies of, all forms forms, reports, schedules, statements and other documents (including exhibits and other information incorporated thereinthan preliminary materials) required to be filed by it since January 1, 2003 under the Exchange Act or the Securities Act of 1933 (the "SECURITIES ACT") (such forms, reports, schedules, statements and other documents, including any financial statements or schedules included therein, are referred to as the “Company "COMPANY SEC Documents”DOCUMENTS"), including (i) its Annual Reports on Form 10-K for the years ended December 31, 2003, December 31, 2004 and December 31, 2005, respectively, (ii) its Quarterly Reports on Form 10-Q for the periods ended March 31, June 30 and September 30, 2005, (iii) all proxy statements relating to meetings of stockholders of the Company since January 1, 2003 (in the form mailed to stockholders), and (iv) all other forms, reports and registration statements required to be filed by the Company with the SEC since January 1, 2003. As of their respective dates (or if amended prior to the date of this Agreement, as amended), the The Company SEC Documents, including at the financial statements time filed, except to the extent subsequently amended and schedules provided therein or incorporated by reference thereinon file with the SEC, (xa) 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 light of the circumstances under which they were made, not misleading misleading, and (yb) complied in all material respects with the applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”) and the Xxxxxxxx-Xxxxx Act of 2002, and the rules and regulations promulgated thereunder (“SOX”), as the case may be, and the applicable rules and regulations of the SEC thereunder. Except to the extent revised or superseded by a subsequently filed Company SEC Document, the Company SEC Documents and such press release do not contain an untrue statement of a material fact or omit to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the Company SEC Documents, as well as the Company's financial statements as of and for the twelve months ended January 31, 2001 (the "BALANCE SHEET DATE") heretofore delivered to Buyer, as of the dates thereof 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, have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X promulgated by the SEC) and fairly present (subject, in the case of the unaudited statements, to normal, recurring audit adjustments, none of which will be material) the consolidated financial position of the Company and its consolidated subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended. None of the Company's subsidiaries is required to file any forms, reports, schedules, statements or other documents with the SEC.

SEC Reports and Financial Statements. (a) The Company has timely filed with the SEC SEC, and has heretofore made available to Purchaser, true and complete copies of all forms forms, reports, schedules, statements and other documents (including exhibits and other information incorporated therein) required to be filed by it since January 1, 2003 (such documentsunder the Exchange Act or the Securities Act. In addition, the “Company SEC Documents”)has incorporated by reference into this Agreement, including (i) its Annual Reports Quarterly Report on Form 10-K QSB for the years fiscal quarter ended December 31, 2003, December 31, 2004 and December 31, 2005, respectively, (ii) its Quarterly Reports on Form 10-Q for the periods ended March 31, June 30 and September 30, 2005, (iii) all proxy statements relating to meetings of stockholders of the Company since January 1its Current Reports on Form 8-K dated August 11, 2003 (in the form mailed to stockholders)2005 and July 21, 2005, and its Annual Report on Form 10-KSB for the fiscal year ended December 31, 2004 (iv) all other formsas such documents have been amended since the date of their filing, reports and registration statements required to be filed by collectively, the "Company with the SEC since January 1, 2003Documents"). As of their respective dates (or or, if amended prior to amended, as of the date of this Agreement, as amended)the last such amendment, the Company SEC Documents, including the any financial statements and or schedules provided therein or incorporated by reference included therein, : (xi) 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 made therein, in light of the circumstances under which they were made, not misleading misleading; and (yii) complied in all material respects with the applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”) and the Xxxxxxxx-Xxxxx Act of 2002, and the rules and regulations promulgated thereunder (“SOX”), as the case may be, and the applicable rules and regulations of the SEC thereunder. Each of the financial statements included in the Company SEC Documents have been prepared from, and are in accordance with, the books and records of the Company, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the financial position and the results of operations and cash flows of the Company as of the dates thereof or for the periods presented therein (subject, in the case of unaudited statements, to normal year-end audit adjustments not material in amount).

SEC Reports and Financial Statements. (a) The Since January 1, 2017, the Company has timely filed with the SEC or furnished all forms forms, statements, documents and other documents (including exhibits and other information incorporated therein) reports required to be filed or furnished by it since January 1, 2003 with the SEC (such documentsforms, statements, documents and reports, the “Company SEC Documents”), including (i) its Annual Reports on Form 10-K for the years ended December 31, 2003, December 31, 2004 and December 31, 2005, respectively, (ii) its Quarterly Reports on Form 10-Q for the periods ended March 31, June 30 and September 30, 2005, (iii) all proxy statements relating to meetings of stockholders of the Company since January 1, 2003 (in the form mailed to stockholders), and (iv) all other forms, reports and registration statements required to be filed by the Company with the SEC since January 1, 2003. As of their respective filing dates the Company SEC Documents (or if amended prior to including amendments) complied in all material respects with the date applicable requirements of this Agreement, as amendedthe Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), the Securities Act and the Exchange Act, as the case may be, and the listing and corporate governance rules and regulations of the NYSE, and none of the Company SEC DocumentsDocuments contained (or, including with respect to Company SEC Documents filed after the financial statements and schedules provided therein or incorporated by reference thereindate hereof, (xwill not contain) did not contain any untrue statement of a material fact or omitted to state (or, with respect to Company SEC Documents filed after the date hereof, will omit to state a state) any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and misleading, except that information set forth in Company SEC Documents filed or furnished on a later date (ybut before the date hereof) complied in will be deemed to modify information as of an earlier date). The Company has made available to Parent copies of all material respects comment letters received by the Company from the SEC since January 1, 2017 relating to the Company SEC Documents, together with the applicable requirements all written responses of the Securities Exchange Act Company thereto. Since January 1, 2017, neither the Company nor any Company Subsidiary has received from the SEC or any other Governmental Entity any written comments or questions with respect to any of 1934the Company SEC Documents (including the financial statements included therein) that are not resolved, or as amendedof the date hereof has received any written notice from the SEC or other Governmental Entity that such Company SEC Documents (including the financial statements included therein) are being reviewed or investigated, and and, to the rules and regulations promulgated thereunder Company’s Knowledge, there is not any investigation or review being conducted by the SEC or any other Governmental Entity of any Company SEC Documents (including the “Exchange Act”financial statements included therein). No Company Subsidiary is required to file or furnish any report, statement, schedule, form or other document with, or make any other filing with, or furnish any other material to, the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”) and the Xxxxxxxx-Xxxxx Act of 2002, and the rules and regulations promulgated thereunder (“SOX”), as the case may beSEC.

SEC Reports and Financial Statements. (a) The Company has timely filed with the SEC SEC, and has heretofore made available to Parent, true and complete copies of, all forms forms, reports, schedules, statements and other documents (including exhibits and other information incorporated therein) required to be filed by it since January 1, 2003 1995 under the Securities Act of 1933, as amended (such documentsthe "Securities Act") or the Exchange Act (collectively, the “Company "SEC Documents”"), including (i) its Annual Reports on Form 10-K for the years ended December 31, 2003, December 31, 2004 and December 31, 2005, respectively, (ii) its Quarterly Reports on Form 10-Q for the periods ended March 31, June 30 and September 30, 2005, (iii) all proxy statements relating to meetings of stockholders of the Company since January 1, 2003 (in the form mailed to stockholders), and (iv) all other forms, reports and registration statements required to be filed by the Company with the SEC since January 1, 2003. As of their respective dates (or or, if amended prior to amended, as of the date of this Agreement, as amended)the last such amendment, the Company SEC DocumentsDocuments (as amended or supplemented by any such amendments), including the including, without limitation, any financial statements and or schedules provided included therein or incorporated by reference therein, (xa) 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 light of the circumstances under which they were made, not misleading and (yb) complied in all material respects with the applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”) and the Xxxxxxxx-Xxxxx Act of 2002, and the rules and regulations promulgated thereunder (“SOX”), as the case may be, and the applicable rules and regulations of the SEC thereunder. None of the Company's subsidiaries is required to file any forms, reports or other documents with the SEC. The financial statements of the Company included in the SEC Documents (as amended or supplemented by any such amendments) have been prepared from, and are in accordance with, the books and records of the Company and its consolidated subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated subsidiaries as of the respective dates and for the respective periods thereof.

SEC Reports and Financial Statements. (a) The Company has timely ------------------------------------ filed with the SEC SEC, and has heretofore made available to Parent, true and complete copies of all forms forms, reports, schedules, statements and other documents (including exhibits and other information incorporated therein) required to be filed by it since January July 1, 2003 1995 under the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act") (as such documentsdocuments -------------- have been amended since the time of their filing, collectively, the “"Company SEC ----------- Documents”"), including (i) its Annual Reports on Form 10-K for the years ended December 31, 2003, December 31, 2004 and December 31, 2005, respectively, (ii) its Quarterly Reports on Form 10-Q for the periods ended March 31, June 30 and September 30, 2005, (iii) all proxy statements relating to meetings of stockholders of the Company since January 1, 2003 (in the form mailed to stockholders), and (iv) all other forms, reports and registration statements required to be filed by the Company with the SEC since January 1, 2003. As of their respective dates (dates, or if amended prior to amended, as of the date of this Agreement, as amended)the --------- last such amendment, the Company SEC Documents, including the including, without limitation, any financial statements and or schedules provided included therein or incorporated by reference therein, (xa) 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 made therein, in light of the circumstances under which they were made, not misleading and (yb) complied in all material respects with the applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”) and the Xxxxxxxx-Xxxxx Act of 2002, and the rules and regulations promulgated thereunder (“SOX”), as the case may be, and the applicable rules and regulations of the SEC thereunder. None of the Company's Subsidiaries is required to file any forms, reports or other documents with the SEC. The financial statements included in the Company SEC Documents (the "Financial Statements") (i) have been prepared from, and are -------------------- in accordance with, the books and records of the Company and its consolidated Subsidiaries, (ii) comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, (iii) have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis ---- during the periods involved (except as may be indicated in the notes thereto) and (iv) fairly present the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated Subsidiaries as of the times and for the periods referred to therein, except that any such Financial Statements that are unaudited, interim financial statements were or are subject to normal and recurring year end adjustments.

SEC Reports and Financial Statements. (a) The Since January 1, 2019, the Company has timely filed with the SEC or furnished all forms forms, statements, schedules, documents and other documents (including exhibits and other information incorporated therein) reports required to be filed or furnished by it since January 1, 2003 with the SEC (such documentsforms, statements, schedules, documents and reports, the “Company SEC Documents”), including (i) its Annual Reports on Form 10-K for the years ended December 31, 2003, December 31, 2004 and December 31, 2005, respectively, (ii) its Quarterly Reports on Form 10-Q for the periods ended March 31, June 30 and September 30, 2005, (iii) all proxy statements relating to meetings of stockholders of the Company since January 1, 2003 (in the form mailed to stockholders), and (iv) all other forms, reports and registration statements required to be filed by the Company with the SEC since January 1, 2003. As of their respective filing dates (or or, if amended prior to the date of this Agreementhereof, as amended)of the date of (and giving effect to) the last such amendment, the Company SEC DocumentsDocuments complied in all material respects with the applicable requirements of the Xxxxxxxx-Xxxxx Act of 2002, including as amended (the financial statements “Sarbanes Oxley Act”), the Securities Act and schedules provided therein or incorporated by reference thereinthe Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder and the listing and corporate governance rules and regulations of Nasdaq, and none of the Company SEC Documents contained (xor, with respect to the Company SEC Documents filed after the date hereof, will contain) did not contain any untrue statement of a material fact or omit omitted (or with respect to the Company SEC Documents filed after the date hereof, will omit) to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and misleading. Since January 1, 2019, neither the Company nor any Company Subsidiary has received from the SEC or any other Governmental Entity any written comments or questions with respect to any of the Company SEC Documents (yincluding the financial statements included therein) complied in all material respects that are not resolved, or, as of the date hereof, has received any written notice from the SEC or other Governmental Entity that such Company SEC Documents (including the financial statements included therein) are being reviewed or investigated, and, to the Company’s Knowledge, there is not, as of the date hereof, any investigation or review being conducted by the SEC or any other Governmental Entity of any Company SEC Documents (including the financial statements included therein). No Company Subsidiary is required to file any forms, reports or other documents with the applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”) and the Xxxxxxxx-Xxxxx Act of 2002, and the rules and regulations promulgated thereunder (“SOX”), as the case may beSEC.

SEC Reports and Financial Statements. (a) The Company and each of its subsidiaries has timely filed with the SEC SEC, and has heretofore made available to Parent, true and complete copies of, all forms forms, reports, schedules, statements and other documents (including exhibits and other information incorporated therein) required to be filed by it since January 1, 2003 1996 under the Exchange Act or the Securities Act of 1933 (the "Securities Act") (such forms, reports, schedules, statements and other documents, including any financial statements or schedules included therein, are referred to as the “"Company SEC Documents”"), including (i) its Annual Reports on Form 10-K for the years ended December 31, 2003, December 31, 2004 and December 31, 2005, respectively, (ii) its Quarterly Reports on Form 10-Q for the periods ended March 31, June 30 and September 30, 2005, (iii) all proxy statements relating to meetings of stockholders of the Company since January 1, 2003 (in the form mailed to stockholders), and (iv) all other forms, reports and registration statements required to be filed by the Company with the SEC since January 1, 2003. As of their respective dates (or if amended prior to the date of this Agreement, as amended), the The Company SEC Documents, including at the financial statements and schedules provided therein or incorporated by reference thereintime filed, (xa) 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 light of the circumstances under which they were made, not misleading and (yb) complied in all material respects with the applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”) and the Xxxxxxxx-Xxxxx Act of 2002, and the rules and regulations promulgated thereunder (“SOX”), as the case may be, and the applicable rules and regulations of the SEC thereunder. Except to the extent that information contained in any Company SEC Document has been revised or superseded by a subsequently filed Company Filed SEC Document (as defined in Section 4.07) (a copy of which has been made available to Parent prior to the date hereof), none of the Company SEC Documents contains an untrue statement of a material fact or omits to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the Company SEC Documents 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, have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) and fairly present (subject, in the case of the unaudited statements, to normal, recurring audit adjustments) the consolidated financial position of the Company and its consolidated subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended.

SEC Reports and Financial Statements. (a) The Company has timely filed with the SEC Securities and Exchange Commission (the “SEC”) all forms and other documents (including exhibits and other information incorporated therein) required to be filed by it since January 1, 2003 2004 under the Securities Exchange Act of 1934, as amended (such documents, the “Company SEC DocumentsExchange Act”), including (iA) its Annual Reports on Form 10-K for the years ended December 31, 2003, December 31, 2004 and December 31, 2005, respectivelyK, (iiB) its Quarterly Reports on Form 10-Q for the periods ended March 31, June 30 and September 30, 2005Q, (iiiC) all proxy statements relating to meetings of stockholders of the Company since January 1, 2003 (in the form mailed to stockholders), and (ivD) all other forms, reports and registration statements required to be filed by the Company with the SEC since January 1, 20032004. The documents described in clauses (A)-(D) above, in each case as amended (whether filed prior to, on or after the date of this Agreement), are referred to in this Agreement collectively as the “Company SEC Documents.” As of their respective dates (or or, if amended and publicly available prior to the date of this Agreement, as of the date of such amendment with respect to those disclosures that are amended), the Company SEC Documents, including the financial statements and schedules provided therein or incorporated by reference therein, (x) 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 light of the circumstances under which they were made, not misleading and (y) complied in all material respects with the applicable requirements of the Exchange Act, the Securities Exchange Act, the Sxxxxxxx-Xxxxx Act of 1934, as amended, and the rules and regulations promulgated thereunder 2002 (the “Exchange Act”), the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Sxxxxxxx-Xxxxx Act”) and the Xxxxxxxx-Xxxxx Act of 2002, and the rules and regulations promulgated thereunder (“SOX”)other applicable Laws, as the case may be, and the applicable rules and regulations of the SEC thereunder. None of the Subsidiaries of the Company is subject to the periodic reporting requirements of the Exchange Act or required to file any form, report or other document with the SEC, The New York Stock Exchange, any stock exchange or any other comparable Governmental Entity.

SEC Reports and Financial Statements. (a) The Company Hybrid has timely filed with the SEC SEC, and has heretofore made available to DAM true and complete copies of, all forms forms, reports, schedules, statements and other documents (including exhibits and other information incorporated therein) required to be filed by it under the Exchange Act or the Securities Act (as such documents have been amended since January 1the time of their filing, 2003 (such documentscollectively, the “Company Hybrid SEC Documents”), including . (ib) its Annual Reports on Form 10-K for the years ended December 31, 2003, December 31, 2004 and December 31, 2005, respectively, (ii) its Quarterly Reports on Form 10-Q for the periods ended March 31, June 30 and September 30, 2005, (iii) all proxy statements relating to meetings of stockholders of the Company since January 1, 2003 (in the form mailed to stockholders), and (iv) all other forms, reports and registration statements required to be filed by the Company with the SEC since January 1, 2003. As of their respective dates (or or, if amended prior to amended, as of the date of this Agreementthe last such amendment, as amended), the Company Hybrid SEC Documents, including the any financial statements and or schedules provided therein or incorporated by reference included therein, : (xi) 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 made therein, in light of the circumstances under which they were made, not misleading misleading, and (yii) complied in all material respects with the applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”) and the Xxxxxxxx-Xxxxx Act of 2002, and the rules and regulations promulgated thereunder (“SOX”), as the case may be, and the applicable rules and regulations of the SEC thereunder. (c) Each of the financial statements included in Hybrid SEC Documents have been prepared from, and are in accordance with, the books and records of Hybrid, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the financial positions and the results of operations and cash flows of Hybrid as of the dates thereof or for the periods presented therein (subject, in the case of unaudited statements, to normal year-end audit adjustments not material in amount). Hybrid has no outstanding unresolved issues with the SEC relating to the registration of its securities or distributions effected by its shareholders.

SEC Reports and Financial Statements. (a) The Company has timely filed with the SEC SEC, and has heretofore made available to Parent, true and complete copies of, all forms forms, reports, schedules, statements and other documents (including exhibits and other information incorporated therein) required to be filed by it since January 1April 30, 2003 1995 under the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act") (as such documentsdocuments have been amended since the time of their filing, collectively, the “"Company SEC Documents”"), including (i) its Annual Reports on Form 10-K for the years ended December 31, 2003, December 31, 2004 and December 31, 2005, respectively, (ii) its Quarterly Reports on Form 10-Q for the periods ended March 31, June 30 and September 30, 2005, (iii) all proxy statements relating to meetings of stockholders of the Company since January 1, 2003 (in the form mailed to stockholders), and (iv) all other forms, reports and registration statements required to be filed by the Company with the SEC since January 1, 2003. As of their respective dates (or or, if amended prior to amended, as of the date of this Agreement, as amended)the last such amendment, the Company SEC Documents, including the including, without limitation, any financial statements and or schedules provided included therein or incorporated by reference therein, (xa) 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 light of the circumstances under which they were made, not misleading and (yb) complied in all material respects with the applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”) and the Xxxxxxxx-Xxxxx Act of 2002, and the rules and regulations promulgated thereunder (“SOX”), as the case may be, and the applicable rules and regulations of the SEC thereunder. None of the Company's Subsidiaries is required to file any forms, reports or other documents with the SEC. The financial statements of the Company included in the Company SEC Documents (the "Financial Statements") have been prepared from, and are in accordance with, the books and records of the Company and its consolidated Subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles ("GAAP") (except in the case of unaudited statements, as permitted by Form 10-Q under the Exchange Act) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated Subsidiaries as of the times and for the periods referred to therein (subject, in the case of unaudited statements, to normal year-end audit adjustments).

SEC Reports and Financial Statements. (a) The Company Purchaser has timely filed with the SEC all forms Securities and other documents (including exhibits Exchange Commission true and other information incorporated therein) required to be filed by it since January 1, 2003 (such documents, complete copies of the “Company SEC Documents”), including (i) its Purchaser's Annual Reports Report on Form 10-K 10K/A (Amendment No. 2) for the years year ended December 31, 2003, December 31, 2004 and December 31, 2005, respectively, (ii) its Quarterly Reports on Form 10-Q for the periods ended March 31, June 30 and September 30, 2005, (iii) all proxy statements relating to meetings of stockholders of the Company since January 1, 2003 (in the form mailed to stockholders), and (iv) all other forms, reports reports, schedules, statements and registration statements other documents required to be filed by the Company with Purchaser under the SEC since January 1Securities Act, 2003. As of their respective dates or the Securities Exchange Act, from and after the filing thereof (such annual report, forms, reports, schedules, statements and other documents, including any financial statements or if amended prior to the date of this Agreement, as amended)schedules included therein, the Company "PURCHASER SEC DocumentsDOCUMENTS"). The Purchaser SEC documents, including at the financial statements and schedules provided therein or incorporated by reference thereintime filed, (xa) 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 light of the circumstances under which they were made, not misleading misleading, and (yb) complied in all material respects with the applicable requirements of the Securities Exchange Act of 1934, as amendedAct, and the rules and regulations promulgated thereunder (the “Exchange Act”), the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”) and the Xxxxxxxx-Xxxxx Act of 2002, and the rules and regulations promulgated thereunder (“SOX”), as the case may be, and the applicable rules and regulations promulgated thereunder. Except as indicated, there have not been any amendments to the Purchaser SEC Documents since the initial filing thereof. The financial statements of the Purchaser contained in the Purchaser SEC Documents have been prepared in accordance with GAAP applied on a consistent basis during the period involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X promulgated by the Securities and Exchange Commission) and fairly present (subject, in the case of the unaudited statements, to normal, recurring audit adjustments) the consolidated financial position of the Purchaser and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended.

SEC Reports and Financial Statements. (a) The Company has Borrower and its Subsidiaries have timely filed with the SEC all forms forms, reports (annual, quarterly or periodic), schedules, registration statements, proxy statements, certifications and other documents (including exhibits together with all amendments thereof and other information incorporated thereinsupplements thereto) (as such documents have since the time of their filing been amended or supplemented, the "SEC Reports") which Borrower and its Subsidiaries have been required to be filed by it since January 1, 2003 (such documents, the “Company SEC Documents”), including (i) its Annual Reports on Form 10-K for the years ended December 31, 2003, December 31, 2004 and December 31, 2005, respectively, (ii) its Quarterly Reports on Form 10-Q for the periods ended March 31, June 30 and September 30, 2005, (iii) all proxy statements relating to meetings of stockholders of the Company since January 1, 2003 (in the form mailed to stockholders), and (iv) all other forms, reports and registration statements required to be filed by the Company file with the SEC since January 1, 2003Securities and Exchange Commission ("SEC"). As of their respective dates dates, the SEC Reports (i) complied as to form with the requirements of the Securities Act or if amended prior to the date of this AgreementExchange Act, as amended)the case may be, the Company SEC Documents, including the financial statements and schedules provided therein or incorporated by reference therein, (xii) 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 light of the circumstances under which they were made, not misleading misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements (yincluding, in each case, the notes, if any, thereto) included in the SEC Reports filed with the SEC (the "Financial Statements") complied in all material respects as to form with the applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder of the SEC with respect thereto, were in accordance with the books and records of Borrower and its Subsidiaries, were prepared in accordance with GAAP (except as may be indicated therein or in the “Exchange Act”notes thereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present (subject, in the case of the unaudited interim financial statements, to normal, recurring year-end audit adjustments (which are not individually or in the aggregate, material)) the consolidated assets, liabilities and financial position of the Securities Act Borrower and its consolidated Subsidiaries as of 1933, as amended, the last day of the periods reported and the rules consolidated results of their operations and regulations promulgated thereunder (cash flows and changes in financial position for the “Securities Act”) and the Xxxxxxxx-Xxxxx Act of 2002, and the rules and regulations promulgated thereunder (“SOX”), as the case may berespective periods reported.

SEC Reports and Financial Statements. (a) The Company has timely filed with the SEC all forms required reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) required to be filed by it since January 1under the Securities Act of 1933, 2003 as amended (such documents, the “Company SEC Documents”), including (i) its Annual Reports on Form 10-K for the years ended December 31, 2003, December 31, 2004 and December 31, 2005, respectively, (ii) its Quarterly Reports on Form 10-Q for the periods ended March 31, June 30 and September 30, 2005, (iii) all proxy statements relating to meetings of stockholders of the Company since January 1, 2003 (in the form mailed to stockholders"Securities Act"), and (iv) all other formsthe Exchange Act, reports and registration statements required to be filed by the Company with the SEC since January 1, 20031996 (as such reports, schedules, forms, statements and documents have been amended since the time of their filing, collectively, the "SEC Documents"). As of their respective dates (dates, or if amended prior to the date of this Agreementhereof, as amended)of the date of the last such amendment, the Company SEC Documents 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 promulgated thereunder applicable to such SEC Documents, including and none of the financial statements and schedules provided therein SEC Documents when filed, or incorporated by reference thereinas so amended, (x) did not contain 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 light of the circumstances under which they were made, not misleading and (y) complied misleading. The financial statements of the Company included in the SEC Documents comply as to form, as of their respective date of filing with the SEC, in all material respects with the applicable accounting requirements of the Securities Exchange Act of 1934, as amended, and the published rules and regulations promulgated thereunder of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles ("GAAP") (except, in the “Exchange Act”case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto), and fairly present in all material respects the Securities Act consolidated financial position of 1933, the Company and its consolidated subsidiaries as amended, of the dates thereof and the rules consolidated statement of earnings, cash flows and regulations promulgated thereunder shareholders' equity for the periods then ended (the “Securities Act”) and the Xxxxxxxx-Xxxxx Act of 2002subject, and the rules and regulations promulgated thereunder (“SOX”), as in the case may beof unaudited statements, to normal recurring year-end audit adjustments). Except as set forth in the SEC Documents filed prior to the date of this Agreement and except for liabilities and obligations that are not material to the Company as a whole, neither the Company nor any Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which have been incurred or shall have arisen prior to September 30, 1998.

SEC Reports and Financial Statements. (a) The Company Buyer has timely filed with the SEC Securities and Exchange Commission (the "SEC"), true and complete copies of all forms forms, reports, schedules, statements and other documents (including exhibits and other information incorporated therein) required to be filed by it and its subsidiaries since January October 1, 2003 2000 under the Securities Exchange Act of 1934, as amended (the "Exchange Act") or the Securities Act (as such documentsdocuments have been amended since the time of their filing, collectively, the “Company "Buyer SEC Documents”"). Except as set forth on Schedule 6.7 hereto, including (i) its Annual Reports on Form 10-K for the years ended December 31, 2003, December 31, 2004 and December 31, 2005, respectively, (ii) its Quarterly Reports on Form 10-Q for the periods ended March 31, June 30 and September 30, 2005, (iii) all proxy statements relating to meetings of stockholders of the Company since January 1, 2003 (in the form mailed to stockholders), and (iv) all other forms, reports and registration statements required to be filed by the Company with the SEC since January 1, 2003. As as of their respective dates (or or, if amended prior to amended, as of the date of this Agreement, as amended)the last such amendment, the Company Buyer SEC Documents, including the any financial statements and or schedules provided included therein or incorporated by reference therein, (xa) 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 light of the circumstances under which they were made, not misleading and (yb) complied in all material respects with the applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”) and the Xxxxxxxx-Xxxxx Act of 2002, and the rules and regulations promulgated thereunder (“SOX”), as the case may be, and the applicable rules and regulations of the SEC thereunder. Each of the consolidated financial statements included in the Buyer SEC Documents has been prepared from, and is in accordance with, the books and records of Buyer and its consolidated subsidiaries, complies in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, has been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presents the consolidated financial position and the consolidated results of operations and cash flows of the Buyer and its consolidated subsidiaries as at the dates thereof or for the periods presented therein.

SEC Reports and Financial Statements. (a) The Company Purchaser has timely filed with the SEC made all forms and other documents (including exhibits and other information incorporated therein) filings required to be filed made by it with the United States Securities and Exchange Commission ("SEC") since January 1, 2003 2005 (such documentsfilings, the “Company "PURCHASER SEC Documents”FILINGS"). As of their respective dates, including (i) its Annual Reports on Form 10-K for the years ended December 31, 2003, December 31, 2004 and December 31, 2005, respectively, (ii) its Quarterly Reports on Form 10-Q for Purchaser SEC Filings complied as to form in all material respects with the periods ended March 31, June 30 and September 30, 2005, (iii) all proxy statements relating to meetings of stockholders requirements of the Company since January 1Securities Act and the Securities and Exchange Act of 1934, 2003 as amended, as the case may be. Prior to the execution of this Agreement, a true and complete copy of each form, report, schedule, registration statement, definitive proxy statement and other document (in the form mailed to stockholders), together with all amendments thereof and (ivsupplements thereto) all other forms, reports and registration statements required to be filed by the Company Purchaser or any of its Subsidiaries with the SEC since January 1, 20032005 (as such documents have since the time of their filing been amended or supplemented, the ("PURCHASER SEC REPORTS") which are all the documents (other than preliminary material) that Purchaser and its Subsidiaries were required to file with the SEC since such date, are available to Sellers for inspection on the SEC's XXXXX system. As of their respective dates dates, the Purchaser SEC Reports (i) complied as to form in all material respects with the requirements of the Securities Act or if amended prior to the date of this AgreementExchange Act, as amended)the case may be, the Company SEC Documents, including the financial statements and schedules provided therein or incorporated by reference therein, (xii) 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 light of the circumstances under which they were made, not misleading misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements (yincluding, in each case, the notes, if any, thereto) included in the Purchaser SEC Reports (the "PURCHASER FINANCIAL STATEMENTS") complied as to form in all material respects with the applicable requirements of the Securities Exchange Act of 1934, as amended, and the published rules and regulations promulgated thereunder of the SEC with respect thereto, were prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated therein or in the “Exchange Act”notes thereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present (subject, in the case of the unaudited interim financial statements, to normal, recurring year-end audit adjustments (which are not expected to be, individually or in the aggregate, materially adverse to Purchaser and its Subsidiaries taken as a whole), ) the Securities Act consolidated financial position of 1933, Purchaser and its consolidated subsidiaries as amended, at the respective dates thereof and the rules consolidated results of their operations and regulations promulgated thereunder (cash flows for the “Securities Act”) and the Xxxxxxxx-Xxxxx Act of 2002, and the rules and regulations promulgated thereunder (“SOX”), as the case may berespective periods then ended.

SEC Reports and Financial Statements. (a) The Company has timely filed with the SEC all forms forms, reports, schedules, statements and other documents (including exhibits and other information incorporated therein) required to be filed by it since January 1December 31, 2003 2004, pursuant to the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”) (such forms, reports, schedules, statements and other documents, including any financial statements or schedules included therein, are referred to as the “Company SEC Documents”), including (i) its Annual Reports on Form 10-K for the years ended December 31, 2003, December 31, 2004 and December 31, 2005, respectively, (ii) its Quarterly Reports on Form 10-Q for the periods ended March 31, June 30 and September 30, 2005, (iii) all proxy statements relating to meetings of stockholders of the Company since January 1, 2003 (in the form mailed to stockholders), and (iv) all other forms, reports and registration statements required to be filed by the Company with the SEC since January 1, 2003. As of their respective dates (or if amended prior to the date of this Agreement, as amended), the The Company SEC Documents, including at the financial statements and schedules provided therein or incorporated by reference thereintime filed, (xi) 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 light of the circumstances under which they were made, not misleading and (yii) complied in all material respects with the applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”) and the Xxxxxxxx-Xxxxx Act of 2002, and the rules and regulations promulgated thereunder (“SOX”), as the case may be, and the applicable rules and regulations of the SEC thereunder. Except to the extent revised or superseded by a subsequently filed Company SEC Document, the Company SEC Documents, as of their respective dates, do not contain an untrue statement of a material fact or omit to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading (it being understood that the foregoing does not cover future events resulting from public announcement of the Merger). The financial statements of the Company included in the Company SEC Documents 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, have been prepared in accordance with generally accepted accounting principles (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Forms 10-Q and 8-K of the SEC) and fairly present (subject, in the case of the unaudited statements, to normal, recurring audit adjustments) the consolidated financial position of the Company as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended.

SEC Reports and Financial Statements. (a) The Company has timely filed with the SEC all forms Each form, report, schedule, ------------------------------------ registration statement and other documents (including exhibits and other information incorporated therein) required to be definitive proxy statement filed by it since January 1, 2003 (such documents, the “Company SEC Documents”), including (i) its Annual Reports on Form 10-K for the years ended December 31, 2003, December 31, 2004 and December 31, 2005, respectively, (ii) its Quarterly Reports on Form 10-Q for the periods ended March 31, June 30 and September 30, 2005, (iii) all proxy statements relating to meetings of stockholders of the Company since January 1, 2003 (in the form mailed to stockholders), and (iv) all other forms, reports and registration statements required to be filed by the Company Patriot with the SEC since January 1December 31, 2003. As of their respective dates 1995 and prior to the date hereof (or if as such documents have been amended prior to the date hereof, collectively, the "Patriot SEC Reports"), ------------------- as of this Agreementtheir respective dates, complied in all material respects with the applicable requirements of the Securities Act, Exchange Act and the rules and regulations thereunder. None of the Patriot SEC Reports, as amended)of their respective dates, the Company SEC Documents, including the financial statements and schedules provided therein or incorporated by reference therein, (x) did not contain 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 misleading, except for such statements, if any, as have been modified or superseded by subsequent filings prior to the date hereof. The consolidated financial statements of Patriot and (y) complied its subsidiaries included in such reports comply in all material respects with applicable accounting requirements and with the applicable requirements of the Securities Exchange Act of 1934, as amended, and the published rules and regulations promulgated thereunder of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods involved (except as may be indicated in the “Exchange Act”notes thereto or, in the case of the unaudited interim financial statements, as permitted by Form 10-Q of the SEC) and fairly present (subject, in the case of the unaudited interim financial statements, to normal, year-end audit adjustments) the respective consolidated financial position of Patriot and its subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended. Since December 31, 1995, neither Patriot nor any of its subsidiaries has incurred any liabilities or obligations (whether absolute, accrued, fixed, contingent, liquidated, unliquidated or otherwise and whether due or to become due) of any nature, except liabilities, obligations or contingencies (i) which are reflected on the unaudited balance sheet of Patriot and its subsidiaries, as of June 30, 1996 (including the notes thereto), or (ii) which (A) were incurred in the Securities Act ordinary course of 1933business after June 30, as amended1996 and are consistent with past practices, and (B) are disclosed in the rules and regulations promulgated thereunder Patriot SEC Reports filed after June 30, 1996, or (C) would not, individually or in the “Securities Act”aggregate, have a Patriot Material Adverse Effect. Since December 31, 1995, there has been no change in any of the significant accounting (including tax accounting) and the Xxxxxxxx-Xxxxx Act policies, practices or procedures of 2002, and the rules and regulations promulgated thereunder (“SOX”), as the case may bePatriot or any material subsidiary.

SEC Reports and Financial Statements. (a) The Company has timely filed with the SEC SEC, and has heretofore made available to Parent, true and complete copies of all forms forms, reports, schedules, statements and other documents (including exhibits and other information incorporated therein) required to be filed by it since January 1December 14, 2003 1994 under the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act") (as such documentsdocuments have been amended since the time of their filing, collectively, the “"Company SEC Documents”"), including (i) its Annual Reports on Form 10-K for the years ended December 31, 2003, December 31, 2004 and December 31, 2005, respectively, (ii) its Quarterly Reports on Form 10-Q for the periods ended March 31, June 30 and September 30, 2005, (iii) all proxy statements relating to meetings of stockholders of the Company since January 1, 2003 (in the form mailed to stockholders), and (iv) all other forms, reports and registration statements required to be filed by the Company with the SEC since January 1, 2003. As of their respective dates (dates, or if amended prior to amended, as of the date of this Agreement, as amended)the last such amendment, the Company SEC Documents, including the including, without limitation, any 10 16 financial statements and or schedules provided included therein or incorporated by reference therein, (xa) 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 light of the circumstances under which they were made, not misleading and (yb) except as disclosed in Section 3.5 of the Company Disclosure Schedule complied in all material respects with the applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”) and the Xxxxxxxx-Xxxxx Act of 2002, and the rules and regulations promulgated thereunder (“SOX”), as the case may be., and the applicable rules and regulations of the SEC thereunder. None of the Company's Subsidiaries is required to file any forms, reports or other documents with the SEC. Each of the consolidated financial statements included in the Company SEC Documents (the "Financial Statements") (i) has been prepared from, and is in accordance with, the books and records of the Company and its consolidated Subsidiaries, (ii) complies in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, (iii) has been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and (iv) fairly presents the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated Subsidiaries as of the times and for the periods referred to therein. Section 3.6

SEC Reports and Financial Statements. (a) The Company has timely filed with the SEC all forms forms, reports, schedules, statements and other documents (including exhibits and other information incorporated therein) required to be filed by it under the Exchange Act since January 1November 11, 2003 1997 through the date hereof (as such documentsdocuments have been amended since the time of their filing, collectively, the “"Company SEC Documents”"), including (i) its Annual Reports on Form 10-K for the years ended December 31, 2003, December 31, 2004 and December 31, 2005, respectively, (ii) its Quarterly Reports on Form 10-Q for the periods ended March 31, June 30 and September 30, 2005, (iii) all proxy statements relating to meetings of stockholders of the Company since January 1, 2003 (in the form mailed to stockholders), and (iv) all other forms, reports and registration statements required to be filed by the Company with the SEC since January 1, 2003. As of their respective dates (or and, if amended prior to amended, as of the date of this Agreement, as amended)the last such amendment, the Company SEC Documents, including the including, without limitation, any financial statements and or schedules provided therein or incorporated by reference included therein, (x) 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 light of the circumstances under which they were made, not misleading misleading. The financial statements of the Company (the "1998 Financial Statements") included in the Company's Annual Report on Form 10-K for the fiscal year ended November 27, 1998 (including the related notes thereto) (the "1998 Form 10-K") and (y) complied in the quarterly report on Form 10-Q for the fiscal quarters occurring since the 1998 Form 10-K, have been prepared from, and are in accordance with, the books and records of the Company comply in all material respects with applicable accounting requirements and with the applicable requirements of the Securities Exchange Act of 1934, as amended, and the published rules and regulations promulgated thereunder of the SEC with respect thereto have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the “Exchange Act”)periods involved (except as may be indicated in the notes thereto and subject, in the case of unaudited interim financial statements, to normal year-end adjustments and to the absence of complete notes) and fairly present in all material respects the financial position and the results of operations and cash flows of the Company as at the dates thereof or for the periods presented therein. Except as disclosed in the Company SEC Documents, the Securities Act books and records of 1933, as amendedthe Company have been, and the rules are being, maintained, in all material respects, in accordance with GAAP and regulations promulgated thereunder any other applicable legal and accounting requirements (the “Securities Act”) subject to normal year-end audit adjustments and the Xxxxxxxx-Xxxxx Act absence of 2002, and the rules and regulations promulgated thereunder (“SOX”notes), as the case may be.

SEC Reports and Financial Statements. (a) The Company has timely filed with the SEC all forms Each form, report, schedule, registration statement, definitive proxy statement and other documents document (including exhibits together with all amendments thereof and other information incorporated thereinsupplements thereto) required to be filed by it since January 1, 2003 (such documents, the “Company SEC Documents”), including (i) its Annual Reports on Form 10-K for the years ended December 31, 2003, December 31, 2004 and December 31, 2005, respectively, (ii) its Quarterly Reports on Form 10-Q for the periods ended March 31, June 30 and September 30, 2005, (iii) all proxy statements relating to meetings of stockholders of the Company since January 1, 2003 (in the form mailed to stockholders), and (iv) all other forms, reports and registration statements required to be filed by the Company with the SEC since January 1, 2003. As 2010 (in the case of any registration statement, as of its effective date, and with respect to all documents filed by the Company with the SEC, as of their respective filing dates (or if amended prior to and thereafter as of the date such documents have since the time of this Agreementtheir filing been amended or supplemented, the “Company SEC Reports”), which are all the documents (other than preliminary material) that the Company was required to file with the SEC since such date, (i) complied in all material respects with the requirements of the Securities Act, the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), and the Company SEC DocumentsXxxxxxxx-Xxxxx Act, including as the financial statements and schedules provided therein or incorporated by reference thereincase may be, (xii) 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 light of the circumstances under which they were made, not misleading misleading, and (yiii) were timely filed with the SEC. The audited financial statements and unaudited interim financial statements (including, in each case, the notes, if any, thereto) included in the Company SEC Reports (the “Company Financial Statements”) complied as to form in all material respects with the applicable requirements of the Securities Exchange Act of 1934, as amended, and the published rules and regulations promulgated thereunder of the SEC with respect thereto, were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the “Exchange Act”notes thereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present (subject, in the case of the unaudited interim financial statements, to normal, recurring year-end audit adjustments (which are not expected to be, individually or in the aggregate, materially adverse to Company taken as a whole), ) in all material respects the Securities Act financial position of 1933, Company as amended, at the respective dates thereof and the rules results of operations and regulations promulgated thereunder (cash flows for the “Securities Act”) and respective periods then ended. As of the Xxxxxxxx-Xxxxx Act date of 2002this Agreement, and there are no outstanding or unresolved comments received from the rules and regulations promulgated thereunder (“SOX”)SEC staff with respect to the Company SEC Reports. To the knowledge of the Company, as none of the case may beCompany SEC Reports is the subject of any ongoing SEC review or investigation.

SEC Reports and Financial Statements. (a) The Company has timely filed with the SEC SEC, and has heretofore made available to Parent true and complete copies of, all forms and other documents (including exhibits and other information incorporated therein) required to be filed by it since January 1, 2003 1994 under the Exchange Act, or the Securities Act of 1933, as amended (the "Securities Act") (as such documentsdocuments have been amended since the time of their filing, collectively, the “"Company SEC Documents”"), including (i) its Annual Reports on Form 10-K for the years ended December 31, 2003, December 31, 2004 and December 31, 2005, respectively, (ii) its Quarterly Reports on Form 10-Q for the periods ended March 31, June 30 and September 30, 2005, (iii) all proxy statements relating to meetings of stockholders of the Company since January 1, 2003 (in the form mailed to stockholders), and (iv) all other forms, reports and registration statements required to be filed by the Company with the SEC since January 1, 2003. As of their respective dates (or or, if amended prior to amended, as of the date of this Agreement, as amendedthe last such amendment), the Company SEC Documents, including the including, without limitation, any financial statements and or schedules provided included therein or incorporated by reference therein, (xi) 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 light of the circumstances under which they were made, not misleading and (yii) complied in all material respects with the applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”) and the Xxxxxxxx-Xxxxx Act of 2002, and the rules and regulations promulgated thereunder (“SOX”), as the case may be, and the applicable rules and regulations of the SEC thereunder. The consolidated financial statements included in the Company SEC Documents (i) have been prepared from, and are in accordance with, the books and records of the Company and its consolidated Subsidiaries, (ii) have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as otherwise noted therein and except that the quarterly financial statements are subject to year end adjustment and do not contain all footnote disclosures required by GAAP), (iii) comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto and (iv) fairly present in all material respects the consolidated financial position and the consolidated results of operations and cash flows of the Company and its consolidated Subsidiaries as at the dates thereof or for the periods presented therein. No Subsidiary of the Company is required to file any reports, forms or other documents with the SEC.

SEC Reports and Financial Statements. Parent has delivered or made available to the Company Shareholder a true and complete copy of each form, report, schedule, registration statement, definitive proxy statement and other document (atogether with all amendments thereof and supplements thereto) The Company has timely filed by the Parent with the SEC (the "Parent SEC Reports"), which constitute all forms and other of the documents (including exhibits and other information incorporated therein) that the Parent has been required to be filed by it since January 1, 2003 (such documents, the “Company SEC Documents”), including (i) its Annual Reports on Form 10-K for the years ended December 31, 2003, December 31, 2004 and December 31, 2005, respectively, (ii) its Quarterly Reports on Form 10-Q for the periods ended March 31, June 30 and September 30, 2005, (iii) all proxy statements relating to meetings of stockholders of the Company since January 1, 2003 (in the form mailed to stockholders), and (iv) all other forms, reports and registration statements required to be filed by the Company file with the SEC since January 1, 2003SEC. As of their respective dates dates, the Parent SEC Reports (i) complied in all material respects with the requirements of the Act or if amended prior to the date Exchange Act of this Agreement1934, as amended), as the Company SEC Documentscase may be, including the financial statements and schedules provided therein or incorporated by reference therein, (xii) 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 light of the circumstances under which they were made, not misleading misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements (yincluding, in each case, the notes, if any, thereto) included in the Parent SEC Reports complied in all material respects with the applicable requirements of the Securities Exchange Act of 1934, as amended, and the published rules and regulations promulgated thereunder of the SEC with respect thereto, were prepared in accordance with generally accepted accounting principles in the United States applied on a consistent basis during the periods involved (except as may be indicated therein or in the “Exchange Act”notes thereto and except with respect to unaudited statements) and fairly present (subject, in the case of the unaudited interim, financial statements, to normal, recurring year-end audit adjustments (which are not expected to be, individually or in the aggregate, materially adverse to Parent), ) the Securities Act consolidated financial position of 1933, the Parent and its consolidated subsidiaries as amended, at the respective dates thereof and the rules consolidated results of operations and regulations promulgated thereunder (cash flows for the “Securities Act”) and the Xxxxxxxx-Xxxxx Act of 2002, and the rules and regulations promulgated thereunder (“SOX”), as the case may berespective periods then ended.

SEC Reports and Financial Statements. (a) The Company has timely filed with or furnished to the SEC all forms forms, reports, schedules, statements and other documents (including exhibits and other information incorporated therein) required to be filed or furnished by it since January 1, 2003 2011 (the “Applicable Date”), under the Exchange Act or the Securities Act (collectively, together with any such documentsform, report, schedule, statement or other document required to be filed with or furnished to the SEC subsequent to the date of this Agreement, including any amendments thereto, the “Company SEC Documents”), including (i) its Annual Reports on Form 10-K for the years ended December 31, 2003, December 31, 2004 and December 31, 2005, respectively, (ii) its Quarterly Reports on Form 10-Q for the periods ended March 31, June 30 and September 30, 2005, (iii) all proxy statements relating to meetings of stockholders of the Company since January 1, 2003 (in the form mailed to stockholders), and (iv) all other forms, reports and registration statements required to be filed by the Company with the SEC since January 1, 2003. As of their its respective dates (or date or, if amended prior to amended, as of the date of this Agreementthe last such amendment, as amended), the each Company SEC Documents, including the financial statements and schedules provided therein or incorporated by reference therein, Document (xi) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein in such Company SEC Document or necessary in order to make the statements thereinin such Company SEC Document, in light of the circumstances under which they were made, not misleading and (yii) complied in all material respects with the applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”) and the Xxxxxxxx-Xxxxx Act of 2002, and the rules and regulations promulgated thereunder 2002 (“SOX”), as the case may be, and the applicable rules and regulations of the SEC under the Exchange Act, the Securities Act and SOX, as the case may be. None of the Company’s Subsidiaries is, or at any time since January 1, 2012, has been, required to file any forms, reports or other documents with the SEC. Each of the consolidated financial statements included in the Company SEC Documents (the “Company Financial Statements”) (i) has been prepared from, and is in accordance with, the books and records of the Company and its consolidated Subsidiaries, (ii) complies in all material respects with the applicable accounting standards and with the published rules and regulations of the SEC, the Exchange Act and the Securities Act with respect to such requirements, (iii) has been prepared in accordance with the United States generally accepted accounting principles (“GAAP”), in all material respects, applied on a consistent basis during the periods involved (except as may be indicated in the Company Financial Statements or in the notes to the Company Financial Statements and subject, in the case of unaudited statements, to normal year-end audit adjustments and limitations on footnote disclosure as contemplated by Article X of Regulation S-X), and (iv) fairly presents, in all material respects, the consolidated financial position and the consolidated results of operations and cash flows of the Company and its consolidated Subsidiaries as of the date and for the periods referred to in the Company Financial Statements.

SEC Reports and Financial Statements. (a) The From and after January 1, 1994, Company and each subsidiary subject to the periodic reporting requirements under the Exchange Act has timely filed with the SEC all forms forms, reports, registration statements, proxy statements and other documents (including exhibits and other information incorporated thereincollectively, the "Company Reports") required to be filed by it since January 1, 2003 (such documentsCompany under the Securities Act, the “Exchange Act, and the rules and regulations promulgated thereunder (collectively, the "Securities Laws"). Company SEC Documents”), including (i) its Annual has heretofore furnished Purchaser with true and complete copies of all Company Reports on Form 10-K for the years ended December 31, 2003, December 31, 2004 and December 31, 2005, respectively, (ii) its Quarterly Reports on Form 10-Q for the periods ended March 31, June 30 and September 30, 2005, (iii) all proxy statements relating to meetings of stockholders filed as of the Company since January 1, 2003 (in the form mailed to stockholders), and (iv) all other forms, reports and registration statements required to be filed by the Company with the SEC since January 1, 2003date hereof. As of their respective dates (or if amended prior to dates, or, in the date case of this Agreementregistration statements, as amended)of their effective dates, all of the Company SEC DocumentsReports, including the financial statements all exhibits and schedules provided therein or thereto and all documents incorporated by reference therein, (xi) complied as to form in all material respects with the requirements of the Securities Laws applicable thereto, 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 thereinstatements, in light of the circumstances under which they were made, not misleading and (y) complied in all material respects misleading. Company has filed with the applicable requirements SEC all documents and agreements which were required to be filed as exhibits to the Company Reports. The audited consolidated financial statements and unaudited interim consolidated financial statements of Company included or incorporated by reference in Company Reports (collectively, the "Company Financial Statements") have been prepared in accordance with GAAP applied on a consistent basis in accordance with Company's historical practices which practices conform to GAAP (except as may be indicated therein or in the notes thereto) and fairly present the financial position of Company as of and at the dates thereof and the results of operations and cash flows for the periods then ended, subject in the case of the Securities Exchange Act unaudited interim financial statements, to normal, recurring year-end adjustments and any other adjustments described therein, which were not and are not expected to be material in amount or effect. Except as set forth or reflected in Company Financial Statements at December 31, 1996, or as set forth in the unaudited balance sheets included in the Company Reports since that date, neither Company nor any of 1934its Subsidiaries, as amendedhas any liabilities or obligations of any kind or nature (whether accrued, and absolute, contingent or otherwise) which would be required to be reflected or reserved against in any balance sheet of Company or any of its Subsidiaries, or in the rules and regulations promulgated thereunder (the “Exchange Act”)notes thereto, the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”) and the Xxxxxxxx-Xxxxx Act of 2002, and the rules and regulations promulgated thereunder (“SOX”), as the case may beprepared in accordance with GAAP consistently applied.

SEC Reports and Financial Statements. (a) The Company MBIA has properly and timely filed with the SEC and has -made available to 1838, 1838, L.P. and the 1838 Stockholders true and complete copies of all forms forms, reports, schedules, statements and other documents (including exhibits and other information incorporated therein) required to be filed by it and its subsidiaries since January 1, 2003 1997 (such documentshereinafter referred to collectively, with all amendments, exhibits and schedules thereto, as the “Company "MBIA SEC Documents”"), including (i) its Annual Reports on Form 10-K for the years ended December 31, 2003, December 31, 2004 and December 31, 2005, respectively, (ii) its Quarterly Reports on Form 10-Q for the periods ended March 31, June 30 and September 30, 2005, (iii) all proxy statements relating to meetings of stockholders of the Company since January 1, 2003 (in the form mailed to stockholders), and (iv) all other forms, reports and registration statements required to be filed by the Company with the SEC since January 1, 2003. As of their respective dates (or or, if amended prior to amended, as of the date of this Agreement, as amended)the last such amendment, the Company MBIA SEC Documents, including the financial statements and schedules provided therein or incorporated by reference therein, Documents (xa) 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 light of the circumstances under which they were made, not misleading and (yb) complied as to form in all material respects with the applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”) and the Xxxxxxxx-Xxxxx Act of 2002, and the rules and regulations promulgated thereunder (“SOX”), as the case may be, and the applicable rules and regulations of the SEC thereunder. Each of the consolidated financial statements (including any related notes and schedules) included in the MBIA SEC Documents complies as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, has been prepared in accordance with GAAP (except as may be indicated in the notes thereto and except, in the case of unaudited interim financial statements, as permitted by Form 10-Q of the SEC) and fairly presents in all material respects the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of MBIA and its consolidated subsidiaries as at the dated thereof or for the periods presented therein (subject, in the case of unaudited interim financial statements, to normal year-end adjustments). All material agreements, contracts and other documents required to be filed as exhibits to any of the MBIA SEC Documents have been so filed.

SEC Reports and Financial Statements. (a) The Company has timely filed with the SEC all forms SEC, and other documents (including exhibits has heretofore made available to the Purchaser, true and other information incorporated therein) required to be filed by it since January 1, 2003 (such documentscomplete copies of, the “Company SEC Documents”), including (i) its Annual Reports on Form 10-K for Documents filed prior to the years ended December 31, 2003, December 31, 2004 and December 31, 2005, respectively, (ii) its Quarterly Reports on Form 10-Q for the periods ended March 31, June 30 and September 30, 2005, (iii) all proxy statements relating to meetings of stockholders of the Company since January 1, 2003 (in the form mailed to stockholders), and (iv) all other forms, reports and registration statements required to be filed by the Company with the SEC since January 1, 2003date hereof. As of their respective dates (or if amended prior to and the date of this Agreement, as amended), hereof the Company SEC Documents, including the including, without limitation, any financial statements and or schedules provided included therein or incorporated by reference therein, (xi) did not contain any untrue statement of a material fact or omit fail 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 and (yii) complied in all material respects with the applicable Execution Copy requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”) and the Xxxxxxxx-Xxxxx Act of 2002, and the rules and regulations promulgated thereunder (“SOX”), as the case may be, and the applicable rules and regulations of the SEC thereunder. The Company has heretofore provided the Purchaser with true and correct copies of all amendments and modifications to any Company SEC Documents which have not yet been filed with the SEC but that are required to be filed with the SEC in accordance with applicable federal securities laws and the SEC rules. None of the Subsidiaries is required to file any forms, reports or other documents with the SEC or with any foreign Governmental Entity regulating the shares or other ownership interests of a publicly traded entity. The Financial Statements have been prepared from, and are in accordance with, the books and records of the Company and its consolidated Subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP applied on a consistent basis during the periods involved and consistent with the Company's past practices (except for changes in accounting principles as may be stated in the notes thereto) and fairly present the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated Subsidiaries as of the times and for the periods referred to therein (subject, in the case of unaudited statements, to normal year-end audit adjustments which are not material).

SEC Reports and Financial Statements. (a) The Company has timely filed with or furnished to the SEC on a timely basis all forms forms, reports, schedules, statements and other documents (including exhibits and other information incorporated therein) required to be filed or furnished on or prior to the date hereof by it with the SEC since January 1, 2003 2012, under the Exchange Act or the Securities Act of 1933, as amended (such documentsthe “Securities Act”) (collectively, and in each case including all exhibits and schedules thereto, the “Company SEC Documents”), including (i) . As of its Annual Reports on Form 10-K for the years ended December 31, 2003, December 31, 2004 and December 31, 2005, respectively, (ii) its Quarterly Reports on Form 10-Q for the periods ended March 31, June 30 and September 30, 2005, (iii) all proxy statements relating to meetings of stockholders of the Company since January 1, 2003 effective date (in the form mailed to stockholders), and (iv) all other forms, reports and case of Company SEC Documents that are registration statements required filed pursuant to be filed by the Company with requirements of the SEC since January 1, 2003. As Securities Act) and as of their respective SEC filing dates (or in the case of all other Company SEC Documents) or, if amended prior to amended, as of the date of this Agreementthe last such amendment, as amended), the each Company SEC Documents, including the financial statements and schedules provided therein or incorporated by reference therein, Document (xi) did not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein in such Company SEC Document or necessary in order to make the statements thereinin such Company SEC Document, in light of the circumstances under which they were made, not misleading and (yii) complied in all material respects with the applicable requirements of the Securities Exchange Act of 1934and the Securities Act, as amendedthe case may be, and were prepared in all material respects in accordance with applicable Law, including the rules and regulations promulgated thereunder (requirements of the “Exchange Act”), the Securities Act of 1933Act, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”) and the Xxxxxxxx-Xxxxx Act of 2002, and the rules and regulations promulgated thereunder 2002 (“SOX”), as the case may be, and the applicable rules and regulations of the SEC thereunder. As of the date of this Agreement, there are no material outstanding or unresolved comments in comment letters received from the SEC or its staff. There has been no material correspondence between the SEC and the Company since January 1, 2012 that is not set forth in the Company SEC Documents or that has not otherwise been disclosed to Parent and Carve-out Buyer prior to the date hereof. To the Knowledge of the Company, none of the Company SEC Documents is the subject of ongoing SEC review. None of the Company’s Subsidiaries is subject to the periodic reporting requirements of the Exchange Act or is otherwise required to file any periodic forms, reports, schedules, statements or other documents with the SEC.

SEC Reports and Financial Statements. (a) The Company Medscape has timely filed with the SEC Securities and Exchange Commission (the "SEC"), and has made available to MedicaLogic true and complete copies of, all forms forms, reports, schedules, statements, and other documents (including exhibits and other information incorporated therein) required to be filed by it since January 1September 26, 2003 1999 under the Securities Exchange Act of 1934 (the "Exchange Act") or the Securities Act (each of such forms, reports, schedules, statements, and other documents, to the “Company SEC Documents”), including (i) its Annual Reports on Form 10-K for the years ended December 31, 2003, December 31, 2004 extent filed and December 31, 2005, respectively, (ii) its Quarterly Reports on Form 10-Q for the periods ended March 31, June 30 and September 30, 2005, (iii) all proxy statements relating to meetings of stockholders of the Company since January 1, 2003 (in the form mailed to stockholders), and (iv) all other forms, reports and registration statements required to be filed by the Company with the SEC since January 1, 2003. As of their respective dates (or if amended prior to publicly available before the date of this Agreement, other than preliminary filings, is referred to as amendeda "Medscape SEC Document"). Each Medscape SEC Document, at the Company SEC Documents, including the financial statements and schedules provided therein or incorporated by reference thereintime filed, (xa) 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 light of the circumstances under which they were made, not misleading and (yb) complied in all material respects with the applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”) and the Xxxxxxxx-Xxxxx Act of 2002, and the rules and regulations promulgated thereunder (“SOX”), as the case may be, and the applicable rules and regulations of the SEC thereunder. The financial statements included in the Medscape SEC Documents (the "Medscape Financial Statements") 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, have been prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) and fairly present (subject, in the case of the unaudited statements, to normal, recurring audit adjustments) in all material respects the consolidated financial position of Medscape and its consolidated subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended.

SEC Reports and Financial Statements. (a) The Company has timely filed with or furnished to the SEC all forms forms, reports, schedules, statements and other documents (including exhibits and other information incorporated therein) required to be filed or furnished by it since January 1, 2003 2013, under the Exchange Act or the Securities Act of 1933, as amended (such documents“Securities Act”) (collectively, the “Company SEC Documents”), including (i) its Annual Reports on Form 10-K for the years ended December 31, 2003, December 31, 2004 and December 31, 2005, respectively, (ii) its Quarterly Reports on Form 10-Q for the periods ended March 31, June 30 and September 30, 2005, (iii) all proxy statements relating to meetings of stockholders of the Company since January 1, 2003 (in the form mailed to stockholders), and (iv) all other forms, reports and registration statements required to be filed by the Company with the SEC since January 1, 2003. As of their its respective dates date or, if amended, as of the date of the last such amendment, each Company SEC Document, including any financial statements, schedules or exhibits included or incorporated by reference therein at the time they were filed (or or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing prior to the date of this Agreement, as amendedhereof), the Company SEC Documents, including the financial statements and schedules provided therein or incorporated by reference therein, (xi) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein in such Company SEC Document or necessary in order to make the statements thereinin such Company SEC Document, in light of the circumstances under which they were made, not misleading and (yii) complied in all material respects with the applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”) and the Xxxxxxxx-Xxxxx Act of 2002, and the rules and regulations promulgated thereunder (“SOX”), as the case may be, and the applicable rules and regulations of the SEC under the Exchange Act and the Securities Act, as the case may be. None of the Company’s Subsidiaries is, or at any time since January 1, 2013, has been, required to file or furnish any forms, reports or other documents with the SEC. Each of the consolidated financial statements (including, in each case, any related notes thereto) included in the Company SEC Documents (“Company Financial Statements”) (i) has been prepared from, and is in accordance with, the books and records of the Company and its consolidated Subsidiaries, (ii) complies in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC with respect to such requirements, (iii) has been prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except as may be indicated in the Company Financial Statements or in the notes to the Company Financial Statements and, in the case of unaudited interim financial statements, as may be permitted by applicable SEC rules and regulations for Quarterly Reports on Form 10-Q), and (iv) fairly presents, in all material respects, the consolidated financial position and the consolidated results of operations and cash flows of the Company and its CLI-202375011v3 consolidated Subsidiaries as of the dates and for the periods referred to in the Company Financial Statements.

SEC Reports and Financial Statements. (a) The Company has timely filed with or furnished to the SEC SEC, on a timely basis, all forms forms, reports, schedules, statements and other documents (including exhibits and other information incorporated therein) required to be filed or furnished by it since January October 1, 2003 2019 (the “Applicable Date”), under the Exchange Act or the Securities Act (collectively, together with any such documentsform, report, schedule, statement or other document required to be filed with or furnished to the SEC subsequent to the Agreement Date, including any amendments thereto, the “Company SEC Documents”), including (i) its Annual Reports on Form 10-K for the years ended December 31, 2003, December 31, 2004 and December 31, 2005, respectively, (ii) its Quarterly Reports on Form 10-Q for the periods ended March 31, June 30 and September 30, 2005, (iii) all proxy statements relating to meetings of stockholders of the Company since January 1, 2003 (in the form mailed to stockholders), and (iv) all other forms, reports and registration statements required to be filed by the Company with the SEC since January 1, 2003. As of their its respective dates (or date or, if amended prior to amended, as of the date of this Agreementthe last such amendment, as amended), the each Company SEC Documents, including the financial statements and schedules provided therein or incorporated by reference therein, Document (xi) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein in such Company SEC Document or necessary in order to make the statements thereinin such Company SEC Document, in light of the circumstances under which they were made, not misleading and (yii) complied in all material respects with the applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”) and the Xxxxxxxx-Xxxxx Act of 2002, and the rules and regulations promulgated thereunder 2002 (“SOX”), as the case may be, and the applicable rules and regulations of the SEC under the Exchange Act, the Securities Act and SOX, as the case may be, each as in effect on the date so filed. None of the Company’s Subsidiaries is, or at any time since the Applicable Date, has been, required to file any forms, reports or other documents with the SEC. As of the Agreement Date, there are no outstanding or unresolved comments received from the SEC with respect to the Company SEC Documents. Each of the consolidated financial statements included in the Company SEC Documents (the “Company Financial Statements”) (i) complies in all material respects with the applicable accounting standards and with the published rules and regulations of the SEC, the Exchange Act and the Securities Act with respect to such requirements, (ii) has been prepared in accordance with the United States’ generally accepted accounting principles (“GAAP”), in all material respects, applied on a consistent basis during the periods involved (except as may be indicated in the Company Financial Statements or in the notes to the Company Financial Statements and subject, in the case of unaudited statements, to normal year-end audit adjustments and limitations on footnote disclosure as contemplated by Article X of Regulation S-X), and (iii) fairly presents, in all material respects, the consolidated financial position and the consolidated results of operations and cash flows of the Company and its consolidated Subsidiaries as of the date and for the periods referred to in the Company Financial Statements.

SEC Reports and Financial Statements. (a) The Company has timely Each form, report, schedule, ------------------------------------ registration statement and definitive proxy statement filed by Buyer with the SEC all forms and other (as such documents (including exhibits and other information incorporated therein) required to be filed by it since January 1, 2003 (such documents, the “Company SEC Documents”), including (i) its Annual Reports on Form 10-K for the years ended December 31, 2003, December 31, 2004 and December 31, 2005, respectively, (ii) its Quarterly Reports on Form 10-Q for the periods ended March 31, June 30 and September 30, 2005, (iii) all proxy statements relating to meetings of stockholders of the Company since January 1, 2003 (in the form mailed to stockholders), and (iv) all other forms, reports and registration statements required to be filed by the Company with the SEC since January 1, 2003. As of their respective dates (or if have been amended prior to the date of this Agreementhereof, the "Buyer ----- SEC Reports"), as amended)of their respective dates, complied in all material respects ----------- with the applicable requirements of the Securities Act and the Exchange Act and the rules and regulations thereunder and, since the first date on which Buyer Common Stock was listed for trading on the NASDAQ National Market System, the Company rules of the NASD. None of the Buyer SEC DocumentsReports, including the financial statements and schedules provided therein or incorporated by reference thereinas of their respective dates, (x) did not contain contained any untrue statement of a material fact or omit to state omitted any statement of a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading misleading. The consolidated financial statements of Buyer included in such Buyer SEC Reports (the "Buyer Financial Statements") comply as to form in all -------------------------- material respects with applicable accounting requirements and with published rules and regulations of the SEC with respect thereto, have been prepared in accordance with US GAAP (yexcept as may be indicated in the notes thereto, or in the case of unaudited interim financial statements, as permitted by Form 10-Q of the SEC) complied and fairly present in all material respects with respects, subject, in the applicable requirements case of the Securities Exchange Act of 1934unaudited interim financial statements, as amendedto normal, and the rules and regulations promulgated thereunder (the “Exchange Act”)year-end adjustments, the Securities Act consolidated financial position of 1933, Buyer as amended, and of the rules and regulations promulgated thereunder (the “Securities Act”) and the Xxxxxxxx-Xxxxx Act of 2002, and the rules and regulations promulgated thereunder (“SOX”), as the case may bedates thereof.

SEC Reports and Financial Statements. (a) The Company has timely filed with the SEC Securities and Exchange Commission (the "SEC"), and has heretofore made available to Parent true and complete copies of, all forms and other documents (including exhibits and other information incorporated therein) periodic reports required to be filed by it since January July 1, 2003 1995 under the Exchange Act (as such documentsdocuments have been amended since the time of their filing, together with all such periodic reports to be filed from the date hereof to the Effective Time, collectively, the “"Company SEC Documents”"). Except with respect to information concerning the Triad Chemical Joint Venture ("Triad"), including (i) its Annual Reports on Form 10-K as to which the Company makes no representation or warranty for the years ended December 31, 2003, December 31, 2004 and December 31, 2005, respectively, (ii) its Quarterly Reports on Form 10-Q for the periods ended March 31, June 30 and September 30, 2005, (iii) all proxy statements relating to meetings of stockholders of the Company since January 1, 2003 (in the form mailed to stockholders), and (iv) all other forms, reports and registration statements required to be filed by the Company with the SEC since January 1, 2003. As of their respective dates (or if amended prior to the date purposes of this Agreement, as amended)Section 3.5, the Company SEC Documents, including the without limitation any financial statements and or schedules provided therein or incorporated by reference included therein, at the time filed, (xa) did not or will not, as the case may be, 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 light of the circumstances under which they were made, not misleading and (yb) complied or will comply, as the case may be, in all material respects with the applicable requirements of the Securities Exchange Act of 1934Act. Except with respect to information concerning Triad, as amendedto which the Company makes no representation or warranty for purposes of this Section 3.5, the consolidated financial statements of the Company included in the Company SEC Documents (including the notes and schedules thereto, the "Company Financial Statements") comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations promulgated thereunder of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the “Exchange Act”)notes thereto or, in the Securities Act case of 1933the unaudited statements, as amendedpermitted by Form 10-Q of the SEC) and fairly present in all material respects (subject, in the case of the unaudited financial statements, to normal audit adjustments) the consolidated financial position of the Company and its consolidated Subsidiaries as at the dates thereof and the rules consolidated results of their operations and regulations promulgated thereunder (cash flows for the “Securities Act”) and the Xxxxxxxx-Xxxxx Act of 2002, and the rules and regulations promulgated thereunder (“SOX”), as the case may be.periods then ended. Section 3.6

SEC Reports and Financial Statements. (a) The Since January 1, ------------------------------------ 1997, the Texas Company has timely filed with the SEC all forms forms, reports and other documents (including exhibits and other information incorporated therein) required to be filed by it under the Exchange Act or the Securities Act (as they have been amended since January 1the time of their filing, 2003 (such documentscollectively, the “"Texas ----- Company SEC Documents”"). The Texas --------------------- Company SEC Documents, including (i) its Annual Reports on Form 10-K for without limitation any financial statements or schedules included therein, at the years ended December 31, 2003, December 31, 2004 and December 31, 2005, respectively, (ii) its Quarterly Reports on Form 10-Q for the periods ended March 31, June 30 and September 30, 2005, (iii) all proxy statements relating to meetings of stockholders of the Company since January 1, 2003 (in the form mailed to stockholders)time filed, and (iv) all other any forms, reports and registration statements required to be or other documents filed by the Texas Company with the SEC since January 1, 2003. As of their respective dates (or if amended prior to after the date of this Agreement, as amended), the Company SEC Documents, including the financial statements and schedules provided therein or incorporated by reference therein, (xa) did not at the time they were filed, 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 light of the circumstances under which they were made, not misleading and (yb) complied or will be prepared in compliance in all material respects with the applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), or the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”) and the Xxxxxxxx-Xxxxx Act of 2002, and the rules and regulations promulgated thereunder (“SOX”), as the case may be. The financial statements of the Texas Company included in the Texas Company SEC Documents 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, have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, to normal audit adjustments) and fairly present (subject, in the case of the unaudited statements, to normal audit adjustments) the consolidated financial position of the Texas Company and its Subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended. All liabilities or obligations (absolute, accrued, fixed, contingent or otherwise) required to be reflected, reserved against or otherwise disclosed in the financial statements of the Texas Company included in the Texas Company SEC Documents filed prior to the date of this Agreement have been properly reflected, reserved against or otherwise disclosed in such financial statements in accordance with the rules and regulations of the SEC and GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, to normal audit adjustments). Except as disclosed in Section 4.9 of the Texas Company Disclosure Schedule, since June 30, 1999, and prior to the date of this Agreement, no act, omission, occurrence, event, condition or circumstance has occurred or become known to the Texas Company, and no transaction, commitment or agreement has been entered into by the Texas Company or any of its Subsidiaries, that should have been disclosed in the Texas Company SEC Documents.

SEC Reports and Financial Statements. (a) The Company has timely filed with the SEC all forms forms, reports, schedules, statements and other documents (including exhibits including, in each case, exhibits, schedules, amendments or supplements thereto, and any other information incorporated by reference therein) required to be filed by it since January 1, 2003 1999 under the Exchange Act or the Securities Act (as such documentsdocuments have been amended or supplemented between the time of their respective filing and the date hereof, collectively, the “"COMPANY SEC DOCUMENTS". The term "Company SEC Documents”), including (i) its Annual Reports on " shall also include the draft form of the Company's Form 10-K for the years fiscal year ended December 31, 2003, December 31, 2004 and December 31, 2005, respectively, (ii) its Quarterly Reports on Form 10-Q for the periods ended March 31, June 30 and September 30, 20052001, (iii) all proxy statements relating to meetings of stockholders of the Company since January 1, 2003 (extent and in the form mailed that such draft form has been provided to stockholdersthe Buyer prior to the date hereof). The Company has, and (iv) all other forms, reports and registration statements required to be filed by the Company with the SEC since January 1, 2003. As of their respective dates (or if amended prior to the date of this Agreement, provided the Buyer and the Transitory Subsidiary with (or made available to the Buyer and the Transitory Subsidiary in the data room established by the Company for purposes of the due diligence investigation of the Buyer and the Transitory Subsidiary during the periods of time that the representatives of the Buyer and the Transitory Subsidiary visited the data room) true, complete and correct copies of all portions of any Company SEC Documents not publicly available. Except to the extent amended or superseded by a subsequent filing with the SEC made prior to the date hereof, as amendedof their respective dates (and if so amended or superseded, then on the date of such filing prior to the date hereof), the Company SEC DocumentsDocuments (including, including the without limitation, any financial -13- statements or schedules included therein) and any forms, reports, schedules, statements, registration statements, proxy statements and schedules provided therein other documents (including in each case, exhibits, schedules, amendments or supplements thereto, and any other information incorporated by reference therein) filed by the Company with the SEC subsequent to the date hereof (collectively, the "SUBSEQUENT FILINGS") (xa) did not not, and in the case of Subsequent Filings will not, contain any untrue statement of a material fact or omit omit, or in the case of Subsequent Filings will not omit, to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (yb) complied complied, and in the case of Subsequent Filings will comply, in all material respects with the applicable requirements of the Securities Exchange Act of 1934and the Securities Act, as amendedthe case may be, and the applicable rules and regulations promulgated thereunder (of the “Exchange Act”)SEC thereunder. Notwithstanding the foregoing, the Securities Act Company makes no representation or warranty with respect to any information supplied by the Buyer or the Transitory Subsidiary in writing relating to the Buyer, the Transitory Subsidiary or any affiliate thereof (other than the Company or any of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”) and the Xxxxxxxx-Xxxxx Act of 2002, and the rules and regulations promulgated thereunder (“SOX”Subsidiaries), as the case may be, expressly for inclusion or incorporation by reference in the Proxy Statement. None of the Subsidiaries is required to file any forms, reports or other documents with the SEC. Each of the financial statements contained or to be contained in the Company SEC Documents (including, in each case, any related notes and schedules) has been prepared from, and is in accordance with, the books and records of the Company and its consolidated Subsidiaries, complies in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, has been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) ("GAAP") and fairly presents the consolidated financial position and the consolidated results of operations and cash flows of the Company and its consolidated Subsidiaries at the dates and for the periods covered thereby. The Company has heretofore provided the Buyer with true and correct copies of any filings or any amendments or modifications to any Company SEC Documents (in final form or, if such final form is not available, then in draft form) which have not yet been filed with the SEC but that are required to be filed with the SEC as of the date hereof, in accordance with applicable requirements of the federal securities laws and the SEC rules and regulations promulgated thereunder.

SEC Reports and Financial Statements. (a) The Company has timely filed made all required filings with the SEC all forms Securities and other documents Exchange Commission (including exhibits and other information incorporated thereinthe "SEC") required to be filed by it since January 1under the Securities Act of 1933, 2003 as amended (such documentsthe "Securities Act"), the “Company SEC Documents”Securities Exchange Act of 1934, as amended (the "Exchange Act"), including the Investment Company Act of 1940, as amended (ithe "Investment Company Act") its Annual Reports on Form 10-K for and the years ended December 31Investment Adviser's Act of 1940, 2003, December 31, 2004 and December 31, 2005, respectively, as amended (ii) its Quarterly Reports on Form 10-Q for the periods ended March 31, June 30 and September 30, 2005, (iii) all proxy statements relating to meetings of stockholders of the Company since January 1, 2003 (in the form mailed to stockholders"Adviser's Act"), the National Association of Securities Dealers ("NASD"), NASDAQ, and (iv) state securities authorities, and has made available to Parent true and complete copies of, all other forms, reports and registration statements documents required to be filed by the Company with since the SEC since January 1, 2003. As of their respective dates (or if amended prior to Company's inception under the date of this Agreement, as amended)Securities Act, the Exchange Act, the Investment Company Act, the Adviser's Act, or rules or regulations of the NASD, NASDAQ, or state securities authority (collectively, the "Company SEC Documents"). The Company SEC Documents, including the including, without limitation, any financial statements and or schedules provided therein or incorporated by reference included therein, (xa) 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 light of the circumstances under which they were made, not misleading misleading, and (yb) complied in all material respects with the applicable requirements of the Securities Exchange Act of 1934Act, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), Investment Company Act, Adviser's Act, or rules or regulations of the Securities Act of 1933NASD, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”) and the Xxxxxxxx-Xxxxx Act of 2002, and the rules and regulations promulgated thereunder (“SOX”)NASDAQ or state securities authority, as the case may be. The financial statements of the Company included in the Company SEC Documents (including the notes and schedules thereto, the "Company Financial Statements") 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.

SEC Reports and Financial Statements. (a) The Company NGTH has timely filed with the SEC Securities and Exchange Commission (the "SEC"), and has heretofore made available to HCCI true and complete copies of all forms forms, reports, schedules, statements and other documents (including exhibits and other information incorporated therein) required to be filed by it since January 1November 12, 2003 1998 under the Securities Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act") (as such documentsdocuments have been amended or supplemented since the time of their filing, collectively, the “Company "SEC Documents”Reports"), including (i) its Annual Reports on Form 10-K for the years ended December 31, 2003, December 31, 2004 and December 31, 2005, respectively, (ii) its Quarterly Reports on Form 10-Q for the periods ended March 31, June 30 and September 30, 2005, (iii) all proxy statements relating to meetings of stockholders of the Company since January 1, 2003 (in the form mailed to stockholders), and (iv) all other forms, reports and registration statements required to be filed by the Company with the SEC since January 1, 2003. As of their respective dates (or if amended prior to the date of this Agreement, as amended)dates, the Company SEC DocumentsReports (including without limitation, including the any financial statements and or schedules provided therein or incorporated by reference included therein, ) (xa) did not 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 light of the circumstances under which they were made, not misleading misleading, and (yb) complied in all material respects with the applicable requirements of the Securities Act and Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”) and the Xxxxxxxx-Xxxxx Act of 2002, and the rules and regulations promulgated thereunder (“SOX”), as the case may be) and all applicable rules and regulations of the SEC promulgated thereunder. Each of the consolidated financial statements included in the SEC Reports have been prepared from, and are in accordance with, the books and records of NGTH, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with U.S. GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of NGTH and its consolidated subsidiaries as of the date thereof and their consolidated results of operations and cash flows (and changes in financial position, if any) for the periods presented therein.

SEC Reports and Financial Statements. (a) The Company GMHC has timely filed with the SEC SEC, and has made available to QL 3000 true and complete copies of, all forms forms, reports, schedules, statements, and other documents (including exhibits and other information incorporated therein) required to be filed by it since January 1, 2003 (such documents, the “Company SEC Documents”), including (i) its Annual Reports on Form 10-K for the years ended December 31, 20031997 under the Exchange Act or the Securities Act of 1933, December 31as amended (the "Securities Act") (each of such forms, 2004 and December 31reports, 2005schedules, respectively, (ii) its Quarterly Reports on Form 10-Q for the periods ended March 31, June 30 and September 30, 2005, (iii) all proxy statements relating to meetings of stockholders of the Company since January 1, 2003 (in the form mailed to stockholders)statements, and (iv) all other formsdocuments, reports to the extent filed and registration statements required to be filed by the Company with the SEC since January 1, 2003. As of their respective dates (or if amended prior to publicly available before the date of this Agreement, other than preliminary filings, is referred to as amendeda "GMHC SEC Document"). Each GMHC SEC Document, at the Company SEC Documents, including the financial statements and schedules provided therein or incorporated by reference thereintime filed, (xa) 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 light of the circumstances under which they were made, not misleading and (yb) complied in all material respects with the applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”) and the Xxxxxxxx-Xxxxx Act of 2002, and the rules and regulations promulgated thereunder (“SOX”), as the case may be, and the applicable rules and regulations of the SEC thereunder. The financial statements of GMHC and its subsidiaries included in the GMHC SEC Documents 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, have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) and fairly present (subject, in the case of the unaudited statements, to normal, recurring audit adjustments) the consolidated financial position of GMHC and its subsidiaries as of and at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended.

SEC Reports and Financial Statements. (a) The Company Buyer has timely filed with the SEC Securities and Exchange Commission (the "SEC"), and has heretofore made available to the Shareholders true and complete copies of, all forms forms, reports, proxy statements, and other documents (including exhibits and other information incorporated therein) required to be filed by it since January June 1, 2003 2001 under the Securities Exchange Act of 1934, as amended (the "Exchange Act") or the Securities Act (as such documentsdocuments have been amended since the time of their filing, collectively, the “Company "Buyer SEC Documents”"), including (i) its Annual Reports on Form 10-K for the years ended December 31, 2003, December 31, 2004 and December 31, 2005, respectively, (ii) its Quarterly Reports on Form 10-Q for the periods ended March 31, June 30 and September 30, 2005, (iii) all proxy statements relating to meetings of stockholders of the Company since January 1, 2003 (in the form mailed to stockholders), and (iv) all other forms, reports and registration statements required to be filed by the Company with the SEC since January 1, 2003. As of their respective dates (or if amended prior to the date of this Agreement, as amended), the Company The Buyer SEC Documents, including at the financial statements and schedules provided therein or incorporated by reference thereintime filed, (xa) 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 light of the circumstances under which they were made, not misleading and (yb) complied in all material respects with the applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), or the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”) and the Xxxxxxxx-Xxxxx Act of 2002, and the rules and regulations promulgated thereunder (“SOX”), as the case may be. The consolidated financial statements of Buyer included in the Buyer SEC Documents 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, have been prepared in accordance with GAAP during the period involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-QSB of the SEC) and fairly present (subject, in the case of the unaudited statements to normal year-end audit adjustments) in all material respects the consolidated financial position of Buyer and its consolidated subsidiaries as at the dates thereof and financial position of Buyer and its consolidated subsidiaries as at the dates thereof and set forth in the Buyer SEC Documents and except for the liabilities and obligations incurred in the ordinary course of business consistent with past practice, there are no material liabilities or obligations of any nature required by GAAP to be set forth on a consolidated balance sheet of Buyer and its subsidiaries or in the notes thereto which individually or in the aggregate, would have a material adverse effect on the financial condition or business of Buyer and its subsidiaries, on a consolidated basis.

SEC Reports and Financial Statements. (a) The Company Parent has timely filed with the SEC SEC, and has heretofore made available to the Company, true and complete copies of, all forms forms, reports, schedules, statements and other documents (including exhibits and other information incorporated therein) required to be filed by it and its Subsidiaries since January November 1, 2003 1999 under the Exchange Act or the Securities Act (as such documentsdocuments have been amended since the time of their filing, collectively, the “Company "PARENT SEC Documents”DOCUMENTS"), including (i) its Annual Reports on Form 10-K for the years ended December 31, 2003, December 31, 2004 and December 31, 2005, respectively, (ii) its Quarterly Reports on Form 10-Q for the periods ended March 31, June 30 and September 30, 2005, (iii) all proxy statements relating to meetings of stockholders of the Company since January 1, 2003 (in the form mailed to stockholders), and (iv) all other forms, reports and registration statements required to be filed by the Company with the SEC since January 1, 2003. As of their respective dates (or or, if amended prior to amended, as of the date of this Agreement, as amended)the last such amendment, the Company Parent SEC Documents, including the including, without limitation, any financial statements and or schedules provided included therein or incorporated by reference therein, (xa) 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 light of the circumstances under which they were made, not misleading and (yb) complied in all material respects with the applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”) and the Xxxxxxxx-Xxxxx Act of 2002, and the rules and regulations promulgated thereunder (“SOX”), as the case may be, and the applicable rules and regulations of the SEC thereunder. Each of the consolidated financial statements included in the Parent SEC Documents has been prepared from, and is in accordance with, the books and records of Parent and its consolidated Subsidiaries, complies in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, has been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presents the consolidated financial position and the consolidated results of operations and cash flows of the Parent and its consolidated Subsidiaries as at the dates thereof or for the periods presented therein.

SEC Reports and Financial Statements. (a) The Company has timely filed with the SEC and has heretofore made available to Parent true and complete copies of, all forms forms, reports, schedules, statements and other documents (including exhibits and other information incorporated therein) required to be filed by it and its subsidiaries since January 1, 2003 1996 under the Securities Exchange Act of 1934, as amended (the "Exchange Act''), and the Securities Act (as such documentsdocuments have been amended since the time of their filing, together with all exhibits and schedules thereto collectively, the “"Company SEC Documents”''), including (i) its Annual Reports on Form 10-K for the years ended December 31, 2003, December 31, 2004 and December 31, 2005, respectively, (ii) its Quarterly Reports on Form 10-Q for the periods ended March 31, June 30 and September 30, 2005, (iii) all proxy statements relating to meetings of stockholders of the Company since January 1, 2003 (in the form mailed to stockholders), and (iv) all other forms, reports and registration statements required to be filed by the Company with the SEC since January 1, 2003. As of their respective dates (or or, if amended prior to amended, as of the date of this Agreement, as amended)the last such amendment, the Company SEC Documents, including the financial statements and schedules provided therein or incorporated by reference therein, Documents (xa) 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 light of the circumstances under which they were made, not misleading and (yb) complied as to form in all material respects with the applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”) and the Xxxxxxxx-Xxxxx Act of 2002, and the rules and regulations promulgated thereunder (“SOX”), as the case may be, and the applicable rules and regulations of the SEC thereunder. Each of the consolidated financial statements (including any related notes and schedules) included in the Company SEC Documents complies as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, has been prepared in accordance with generally accepted accounting principles ("GAAP'') applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto and except, in the case of unaudited interim financial statements, as permitted by Form 10-Q of the SEC) and fairly presents in all material respects the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated subsidiaries as of the dates thereof or for the periods presented therein (subject, in the case of unaudited interim financial statements, to normal year-end adjustments). All material agreements, contracts and other documents required to be filed as exhibits to any of the Company SEC Documents have been so filed.

SEC Reports and Financial Statements. (a) The Company has timely filed with or furnished to the SEC SEC, and has made available to Parent, true and complete copies of all forms forms, reports, schedules, statements, certificates and other documents (including exhibits and other information incorporated therein) required to be filed or furnished by it since January 1, 2003 2005, under the Exchange Act or the Securities Act of 1933, as amended (such documentsthe “Securities Act”) (collectively, the “Company SEC Documents”), including (i) its Annual Reports on Form 10-K for the years ended December 31, 2003, December 31, 2004 and December 31, 2005, respectively, (ii) its Quarterly Reports on Form 10-Q for the periods ended March 31, June 30 and September 30, 2005, (iii) all proxy statements relating to meetings of stockholders of the Company since January 1, 2003 (in the form mailed to stockholders), and (iv) all other forms, reports and registration statements required to be filed by the Company with the SEC since January 1, 2003. As of their its respective dates (or date, and, if amended prior to amended, as of the date of this Agreementthe last such amendment, as amended), the each Company SEC DocumentsDocument, including the any financial statements and or schedules provided therein or incorporated by reference included therein, (x) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Company SEC Document or necessary in order to make the statements in such Company SEC Document, in light of the circumstances under which they were made, not misleading and, except to the extent that information contained in such Company SEC Document has been revised or superseded by a later filed or furnished, as applicable, Company SEC Document, as of the date of this Agreement, none of the Company SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (y) misleading. As of their respective dates, the Company SEC Documents complied in all material respects with the applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”) and the Xxxxxxxx-Xxxxx Act of 2002, and the rules and regulations promulgated thereunder 2002 (“SOX”), as the case may be, and the applicable rules and regulations of the SEC under the Exchange Act, the Securities Act and SOX, as the case may be. None of the Company’s Subsidiaries is, or at any time since January 1, 2005, has been, required to file any forms, reports or other documents with the SEC. Each of the consolidated financial statements included in the Company SEC Documents (the “Financial Statements”) (w) has been prepared from, and is in accordance with, the books and records of the Company and its consolidated Subsidiaries, (x) complies in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC with respect to such requirements, (y) has been prepared in accordance with the United States generally accepted accounting principles (“GAAP”), in all material respects, applied on a consistent basis during the periods involved (except as may be indicated in the Financial Statements or in the notes to the Financial Statements and subject, in the case of unaudited statements, to normal year-end audit adjustments and the absence of footnote disclosure), and (z) fairly presents, in all material respects, the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated Subsidiaries as of the date and for the periods referred to in the Financial Statements.

SEC Reports and Financial Statements. (a) The Company has timely filed with the SEC SEC, and has heretofore made available to the Purchaser true and complete copies of, all forms forms, reports, schedules, statements and other documents (including exhibits and other information incorporated therein) required to be filed by it since January July 1, 2003 1999 under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT") or the Securities Act of 1933, as amended (the "SECURITIES ACT") (as such documentsdocuments have been amended since the time of their filing, collectively, the “Company "COMPANY SEC Documents”DOCUMENTS"), including (i) its Annual Reports on Form 10-K for the years ended December 31, 2003, December 31, 2004 and December 31, 2005, respectively, (ii) its Quarterly Reports on Form 10-Q for the periods ended March 31, June 30 and September 30, 2005, (iii) all proxy statements relating to meetings of stockholders of the Company since January 1, 2003 (in the form mailed to stockholders), and (iv) all other forms, reports and registration statements required to be filed by the Company with the SEC since January 1, 2003. As of their respective dates (or or, if amended prior to amended, as of the date of this Agreement, as amended)the last such amendment, the Company SEC Documents, including the including, without limitation, any financial statements and or schedules provided included therein or incorporated by reference therein, (xa) 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 light of the circumstances under which they were made, not misleading and (yb) complied as to form in all material respects with the applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”) and the Xxxxxxxx-Xxxxx Act of 2002, and the rules and regulations promulgated thereunder (“SOX”), as the case may be, and the applicable rules and regulations of the SEC thereunder. None of the Subsidiaries is required to file any forms, reports or other documents with the SEC. The financial statements of the Company (including the related notes thereto) included in the Company SEC Documents have been prepared from and are in accordance with, the books and records of the Company and its consolidated Subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in accordance with GAAP the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated Subsidiaries as at the dates thereof and for the periods presented therein (subject, in the case of unaudited statements, to normal year-end audit adjustments which were not and are not expected to be, individually or in the aggregate, material in amount).

SEC Reports and Financial Statements. (a) The Company has timely filed with the SEC SEC, and has heretofore made available to Parent, true and complete copies of, all forms forms, reports, schedules, statements and other documents (including exhibits and other information incorporated therein) required to be filed by it since January 1June 30, 2003 1995 under the Exchange Act or the Securities Act of 1933 (the "Securities Act") (such forms, reports, schedules, statements and other documents, including any financial statements or schedules included therein, are referred to as the “"Company SEC Documents”"), including (i) its Annual Reports on Form 10-K for the years ended December 31, 2003, December 31, 2004 and December 31, 2005, respectively, (ii) its Quarterly Reports on Form 10-Q for the periods ended March 31, June 30 and September 30, 2005, (iii) all proxy statements relating to meetings of stockholders of the Company since January 1, 2003 (in the form mailed to stockholders), and (iv) all other forms, reports and registration statements required to be filed by the Company with the SEC since January 1, 2003. As of their respective dates (or if amended prior to the date of this Agreement, as amended), the The Company SEC Documents, including at the financial statements and schedules provided therein or incorporated by reference thereintime filed, (xa) 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 light of the circumstances under which they were made, not misleading and (yb) complied in all material respects with the applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”) and the Xxxxxxxx-Xxxxx Act of 2002, and the rules and regulations promulgated thereunder (“SOX”), as the case may be, and the applicable rules and regulations of the SEC thereunder. Except to the extent that information contained in any Company SEC Document has been revised or superseded by a subsequently filed Company Filed SEC Document (as defined in Section 4.07) (a copy of which has been made available to Parent prior to the date hereof), none of the Company SEC Documents contains an untrue statement of a material fact or omits to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the Company SEC Documents 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, have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) and fairly present (subject, in the case of the unaudited statements, to normal, recurring audit adjustments) the financial position of the Company as at the dates thereof and the results of its operations and cash flows for the periods then ended.

SEC Reports and Financial Statements. (a) The Each form, report, schedule, registration statement and definitive proxy statement filed by the Company has timely filed with the SEC all forms Securities and other documents Exchange Commission (including exhibits the "SEC") since December 31, 1994 and other information incorporated therein) required prior to be filed by it since January 1the date hereof, 2003 (such documentsincluding, without limitation, the “Company SEC Documents”), including (i) its Company's Annual Reports Report on Form 10-K for the years year ended December 31, 2003, December 31, 2004 and December 31, 2005, respectively, 1996 (ii) its Quarterly Reports on Form 10-Q for the periods ended March 31, June 30 and September 30, 2005, (iii) all proxy statements relating to meetings of stockholders of the Company since January 1, 2003 (in the form mailed to stockholders), and (iv) all other forms, reports and registration statements required to be filed by the Company with the SEC since January 1, 2003. As of their respective dates (or if as such documents have been amended prior to the date of this Agreementhereof, collectively, the "Company SEC Reports"), as amended)of their respective dates, complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act and the rules and regulations thereunder. None of the Company SEC DocumentsReports, including the financial statements and schedules provided therein or incorporated by reference thereinas of their respective dates, (x) did not contain 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 misleading, except for such statements, if any, as have been modified or superseded by subsequent filings prior to the date hereof. The consolidated financial statements of the Company and (y) complied the Company Subsidiaries included in such reports comply as to form in all material respects with applicable accounting requirements and with the applicable requirements of the Securities Exchange Act of 1934, as amended, and the published rules and regulations promulgated thereunder of the SEC with respect thereto, have been prepared in accordance with United States 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 the unaudited interim financial statements, as permitted by Form 10-Q of the SEC) and fairly present (subject, in the case of the unaudited interim financial statements, to normal, year-end audit adjustments) the consolidated financial position of the Company and the Company Subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended. Except as set forth in Schedule 3.5, since December 31, 1996, neither the Company nor any of the Company Subsidiaries has incurred any liabilities or obligations (whether absolute, accrued, fixed, contingent, liquidated, unliquidated or otherwise and whether due or to become due) of any nature, except liabilities, obligations or contingencies (a) which are reflected on the audited balance sheet of the Company and the Company Subsidiaries as at December 31, 1996, (including the notes thereto) (the “Exchange Act”"Company Balance Sheet"), (b) which (i) were incurred in the Securities Act ordinary course of 1933business after December 31, as amended1996 and consistent with past practices, and (ii) are disclosed in the rules and regulations promulgated thereunder Company SEC Reports filed after December 31, 1996 or (iii) would not, individually or in the “Securities Act”aggregate, have a Company Material Adverse Effect. Since December 31, 1996, there has been no change in any of the significant accounting (including tax accounting) and policies, practices or procedures of the Xxxxxxxx-Xxxxx Act of 2002, and the rules and regulations promulgated thereunder (“SOX”), as the case may beCompany or any Company Subsidiary.

SEC Reports and Financial Statements. Each form, report, schedule, registration statement, definitive proxy statement and other document (atogether with all amendments thereof and supplements thereto) The Company has timely filed by Parent or any of its subsidiaries with the Securities and Exchange Commission (the "SEC") since June 10, 1999 (as such documents have since the time of their filing been amended or supplemented, the "PARENT SEC REPORTS"), which are all forms and other the documents (including exhibits other than preliminary material) that Parent and other information incorporated therein) its subsidiaries were required to be filed by it since January 1, 2003 (such documents, the “Company SEC Documents”), including (i) its Annual Reports on Form 10-K for the years ended December 31, 2003, December 31, 2004 and December 31, 2005, respectively, (ii) its Quarterly Reports on Form 10-Q for the periods ended March 31, June 30 and September 30, 2005, (iii) all proxy statements relating to meetings of stockholders of the Company since January 1, 2003 (in the form mailed to stockholders), and (iv) all other forms, reports and registration statements required to be filed by the Company file with the SEC since January 1such date, 2003. As (i) complied as to form in all material respects with the requirements of their respective dates (the Securities Act or if amended prior to the date of this AgreementExchange Act, as amended)the case may be, the Company SEC Documents, including the financial statements and schedules provided therein or incorporated by reference therein, (xii) 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 light of the circumstances under which they were made, not misleading misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements (yincluding, in each case, the notes, if any, thereto) included in the Parent SEC Reports (the "PARENT FINANCIAL STATEMENTS") complied as to form in all material respects with the applicable requirements of the Securities Exchange Act of 1934, as amended, and the published rules and regulations promulgated thereunder of the SEC with respect thereto, were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the “Exchange Act”notes thereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present (subject, in the case of the unaudited interim financial statements, to normal, recurring year-end audit adjustments (which are not expected to be, individually or in the aggregate, materially adverse to Parent and its subsidiaries taken as a whole), ) the Securities Act consolidated financial position of 1933, Parent and its consolidated subsidiaries as amended, at the respective dates thereof and the rules consolidated results of their operations and regulations promulgated thereunder (cash flows for the “Securities Act”) and the Xxxxxxxx-Xxxxx Act of 2002, and the rules and regulations promulgated thereunder (“SOX”), as the case may berespective periods then ended.

SEC Reports and Financial Statements. (a) The Company has timely filed with the SEC Securities and Exchange Commission (the "SEC"), any applicable state securities authorities and any other Governmental Entity all forms and other documents (including exhibits and other information incorporated therein) required to be filed by it since January October 1, 2003 1993 (such documentscollectively, the “"Company SEC Documents”), including Reports") and has heretofore made available to the MergerCo (i) its Annual Reports on Form 10-K K, as amended, for the fiscal years ended December 31September 30, 20031994, December 31September 30, 2004 1995, September 30, 1996, September 30, 1997 and December 31September 30, 20051998, respectively, (ii) its Quarterly Reports Report on Form 10-Q for the periods period ended March 31, June 30 and September December 30, 20051998, (iii) all proxy statements relating to meetings of stockholders of the Company since January October 1, 2003 1993 (in the form mailed to stockholders), ) and (iv) all other forms, reports and registration statements required to be filed by the Company with the SEC since January October 1, 20031993 (other than registration statements on Form S-8 or Form 8-A or preliminary materials and registration statements in forms not declared effective). The documents described in clauses (i)-(iv) above (whether filed before, on or after the date hereof) are referred to in this Agreement collectively as the "Company SEC Documents". As of their respective dates (or if amended prior to the date of this Agreement, as amended)dates, the Company SEC Documents, including the financial statements and schedules provided therein or incorporated by reference therein, Reports (xa) 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 light of the circumstances under which they were made, not misleading and (yb) complied in all material respects with the applicable requirements of Law, including in the case of SEC filings, the Exchange Act and the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”) and the Xxxxxxxx-Xxxxx Act of 2002, and the rules and regulations promulgated thereunder (“SOX”), as the case may be, and the applicable rules and regulations of the SEC thereunder. The consolidated financial statements included in the Company SEC Documents have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as otherwise noted therein and except that the quarterly financial statements are subject to year end adjustment and do not contain all footnote disclosures required by GAAP) and fairly present in all material respects the consolidated financial position and the consolidated results of operations and cash flows of the Company and its consolidated Subsidiaries as at the dates thereof or for the periods presented therein.

SEC Reports and Financial Statements. (a) The Company Acquirer has timely filed with the SEC SEC, and has heretofore made available to RE3W true and complete copies of, all forms forms, reports, schedules, statements and other documents (including exhibits and other information incorporated therein) required to be filed by it since January 1, 2003 (such documents, under the “Company SEC Documents”)Exchange Act or the Securities Act, including (i) its Annual Reports on the Form 10-K KSB Annual Report for the years fiscal year ended December 31, 2003, December 31, 2004 and December 31, 2005, respectively, (ii) its Quarterly Reports on Form 10-Q for the periods ended March 31, June 30 and September 30, 2005, (iii) all proxy statements relating to meetings of stockholders of the Company since January 1, 2003 (in the form mailed to stockholders), and (iv) all other forms, reports and registration statements required to be as filed by the Company with the SEC on March 23, 2006 (as such documents have been amended since January 1the time of their filing, 2003collectively, the "Acquirer SEC Documents"). As of their respective dates (or or, if amended prior to amended, as of the date of this Agreement, as amended)the last such amendment, the Company Acquirer SEC Documents, including the any financial statements and or schedules provided included therein or incorporated by reference therein, (xi) 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 made therein, in light of the circumstances under which they were made, not misleading misleading, and (yb) complied in all material respects with the applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”) and the Xxxxxxxx-Xxxxx Act of 2002, and the rules and regulations promulgated thereunder (“SOX”), as the case may be, and the applicable rules and regulations of the SEC thereunder. Each of the financial statements included in the Acquirer SEC Documents have been prepared from, and are in accordance with, the books and records of Acquirer, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the financial positions and the results of operations and cash flows of Acquirer as of the dates thereof or for the periods presented therein (subject, in the case of unaudited statements, to normal year-end audit adjustments not material in amount).

SEC Reports and Financial Statements. (a) The Company has timely filed with the SEC all forms Each form, report, schedule, registration statement, definitive proxy statement and other documents document (including exhibits together with all amendments thereof and other information incorporated thereinsupplements thereto) required to be filed by it since January 1, 2003 (such documents, the “Company SEC Documents”), including (i) its Annual Reports on Form 10-K for the years ended December 31, 2003, December 31, 2004 and December 31, 2005, respectively, (ii) its Quarterly Reports on Form 10-Q for the periods ended March 31, June 30 and September 30, 2005, (iii) all proxy statements relating to meetings of stockholders of the Company since January 1, 2003 (in the form mailed to stockholders), and (iv) all other forms, reports and registration statements required to be filed by the Company or any of its Subsidiaries with the SEC since January 1December 31, 20031997 (as such documents have since the time of their filing been amended or supplemented, the "COMPANY SEC REPORTS"), are all the documents (other than preliminary material) that the Company and its Subsidiaries were required to file with the SEC since such date. As of their respective dates (or if amended prior to the date of this Agreement, as amended)dates, the Company SEC DocumentsReports (i) complied as to form in all material respects with the requirements of the Securities Act of 1933, including as amended, and the financial statements rules and schedules provided therein regulations thereunder (the "SECURITIES ACT"), or incorporated by reference thereinthe Exchange Act, as the case may be, and (xii) 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 light of the circumstances under which they were made, not misleading misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements (yincluding, in each case, the notes, if any, thereto) included in the Company SEC Reports (the "COMPANY FINANCIAL STATEMENTS") complied as to form in all material respects with the applicable requirements of the Securities Exchange Act of 1934, as amended, and the published rules and regulations promulgated thereunder of the SEC with respect thereto, were prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated therein or in the “Exchange Act”notes thereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present (subject, in the case of the unaudited interim financial statements, to normal, recurring year-end audit adjustments (which are not expected to be, individually or in the aggregate, materially adverse to the Company and its Subsidiaries taken as a whole), ) the Securities Act consolidated financial position of 1933, the Company and its consolidated subsidiaries as amended, at the respective dates thereof and the rules consolidated results of their operations and regulations promulgated thereunder (cash flows for the “Securities Act”) and respective periods then ended. Except as set forth in SECTION 3.05 of the Xxxxxxxx-Xxxxx Act Company Disclosure Letter, each Significant Subsidiary of 2002, and the rules and regulations promulgated thereunder (“SOX”), Company is treated as a consolidated subsidiary of the case may beCompany in the Company Financial Statements for all periods covered thereby.

SEC Reports and Financial Statements. (a) The Company has timely filed with made available to the SEC all forms Investor a true and complete copy of each form, report, schedule, registration statement, definitive proxy statement and other documents document (including exhibits together with all amendments thereof and other information incorporated thereinsupplements thereto) required to be filed by it since January 1, 2003 (such documents, the “Company SEC Documents”), including (i) its Annual Reports on Form 10-K for the years ended December 31, 2003, December 31, 2004 and December 31, 2005, respectively, (ii) its Quarterly Reports on Form 10-Q for the periods ended March 31, June 30 and September 30, 2005, (iii) all proxy statements relating to meetings of stockholders of the Company since January 1, 2003 (in the form mailed to stockholders), and (iv) all other forms, reports and registration statements required to be filed by the Company with the SEC since January 1, 20031998 (as such documents have since the time of their filing been amended or supplemented, the "SEC Reports"), which are all the documents (other than preliminary material) that the Company was required to file with the SEC since such date. As of their respective dates dates, the SEC Reports (i) complied as to form in all material respects with the requirements of the Securities Act or if amended prior to the date Securities Exchange Act of this Agreement1934, as amended), as the Company SEC Documentscase may be, including the financial statements and schedules provided therein or incorporated by reference therein, (xii) 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 light of the circumstances under which they were made, not misleading misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements (yincluding, in each case, the notes, if any, thereto) included in the SEC Reports (the "Financial Statements") complied as to form in all material respects with the applicable requirements of the Securities Exchange Act of 1934, as amended, and the published rules and regulations promulgated thereunder of the SEC with respect thereto, were prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated therein or in the “Exchange Act”)notes thereto and except with respect to unaudited statements as permitted by Form 10-QSB of the SEC) and fairly present (subject, in the Securities Act case of 1933the unaudited interim financial statements, to normal, recurring year-end audit adjustments which are not expected to be, individually or in the aggregate, materially adverse to the Company and its Subsidiaries taken as amended, a whole) the consolidated financial position of the Company and its consolidated Subsidiaries as at the respective dates thereof and the rules consolidated results of their operations and regulations promulgated thereunder (cash flows for the “Securities Act”) and the Xxxxxxxx-Xxxxx Act of 2002, and the rules and regulations promulgated thereunder (“SOX”), as the case may berespective periods then ended.

SEC Reports and Financial Statements. Buyer has filed a true and complete copy of each form, report, schedule, registration statement and other document (atogether with all amendments thereof and supplements thereto) The Company has timely filed with the SEC all forms from and other documents after December 9, 1999 (including exhibits and other information incorporated therein) required to be filed by it since January 1, 2003 (as such documents, the “Company SEC Documents”)including Buyer's prospectus dated December 9, including (i) its Annual Reports on Form 10-K for the years ended December 31, 2003, December 31, 2004 and December 31, 2005, respectively, (ii) its Quarterly Reports on Form 10-Q for the periods ended March 31, June 30 and September 30, 2005, (iii) all proxy statements 1999 relating to meetings its initial public offering, have since the time of stockholders of their filing been amended or supplemented, the Company since January 1, 2003 (in the form mailed to stockholders), "Buyer SEC Reports") that Buyer and (iv) all other forms, reports and registration statements its Subsidiaries were required to be filed by the Company file with the SEC since January 1, 2003such date. As of their respective dates dates, the Buyer SEC Reports (i) complied as to form in all material respects with the requirements of the Securities Act or if amended prior to the date of this AgreementExchange Act, as amended)the case may be, the Company SEC Documents, including the financial statements and schedules provided therein or incorporated by reference therein, (xii) 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 light of the circumstances under which they were made, not misleading misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements (yincluding, in each case, the notes, if any, thereto) included in the Buyer SEC Reports complied as to form in all material respects with the applicable requirements of the Securities Exchange Act of 1934, as amended, and the published rules and regulations promulgated thereunder of the SEC as of the date thereof with respect thereto, were prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated therein or in the “Exchange Act”)notes thereto and except with respect to unaudited statements as permitted by the SEC) and fairly present (subject, in the Securities Act case of 1933the unaudited interim financial statements, to normal, recurring year-end audit adjustments that are not expected to be, individually or in the aggregate, materially adverse to Buyer and its Subsidiaries taken as amendeda whole) the consolidated financial position of Buyer and its consolidated subsidiaries as at the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended. Since December 9, 1999, and the rules and regulations promulgated thereunder (the “Securities Act”) and the Xxxxxxxx-Xxxxx Act of 2002except as otherwise disclosed in Buyer SEC Reports, and the rules and regulations promulgated thereunder (“SOX”)there has not been any event, as the case may bechange or development, or absence thereof, which has had a Material Adverse Effect on Buyer.

SEC Reports and Financial Statements. (a) The Each of the Company and its Subsidiaries has timely filed with the SEC and has heretofore made available to Parent true and complete copies of, all forms forms, reports, schedules, statements and other documents (including exhibits and other information incorporated therein) required to be filed by it since January July 1, 2003 1999, under the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”) (as such documentsdocuments have been amended since the time of their filing, collectively, the “Company SEC Documents”), including (i) its Annual Reports on Form 10-K for the years ended December 31, 2003, December 31, 2004 and December 31, 2005, respectively, (ii) its Quarterly Reports on Form 10-Q for the periods ended March 31, June 30 and September 30, 2005, (iii) all proxy statements relating to meetings of stockholders of the Company since January 1, 2003 (in the form mailed to stockholders), and (iv) all other forms, reports and registration statements required to be filed by the Company with the SEC since January 1, 2003. As of their respective dates (or if amended prior to the date of this Agreement, as amended), the The Company SEC Documents, including the without limitation any financial statements and or schedules provided therein or incorporated by reference included therein, at the time filed, (xa) 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 light of the circumstances under which they were made, not misleading and (yb) complied in all material respects with the applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”) and the Xxxxxxxx-Xxxxx Act of 2002, and the rules and regulations promulgated thereunder (“SOX”), as the case may be, and the applicable rules and regulations of the SEC thereunder. The financial statements of the Company included in the Company SEC Documents 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, have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) and fairly present (subject, in the case of the unaudited statements, to normal, recurring audit adjustments) the consolidated financial position of the Company and its consolidated Subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended.

SEC Reports and Financial Statements. (a) The As of their respective dates, each form, report, schedule, registration statement, definitive proxy statement and other document (together with all amendments thereof and supplements thereto) filed by the Company has timely filed or any of its Subsidiaries with the SEC since February 4, 2000 (as such documents have since the time of their filing been amended or supplemented, the "Company SEC Reports"), which are all forms of the documents that the Company and other documents (including exhibits and other information incorporated therein) its Subsidiaries were required to be filed by it file with the SEC since January 1, 2003 (such documents, the “Company SEC Documents”), including date: (i) its Annual Reports on Form 10-K for complied as to form in all material respects with the years ended December 31, 2003, December 31, 2004 and December 31, 2005, respectively, (ii) its Quarterly Reports on Form 10-Q for the periods ended March 31, June 30 and September 30, 2005, (iii) all proxy statements relating to meetings of stockholders requirements of the Company since January 1Securities Act of 1933, 2003 as amended, and the rules and regulations thereunder (in the form mailed to stockholders"Securities Act"), or the Exchange Act, as the case may be, and if applicable, the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated thereunder (the "Xxxxxxxx-Xxxxx Act"), and (iv) all other forms, reports and registration statements required to be filed by the Company with the SEC since January 1, 2003. As of their respective dates (or if amended prior to the date of this Agreement, as amended), the Company SEC Documents, including the financial statements and schedules provided therein or incorporated by reference therein, (xii) 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 light of the circumstances under which they were made, not misleading misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements (yincluding, in each case, the notes, if any, thereto) included in the Company SEC Reports (the "Company Financial Statements") complied as to form in all material respects with the applicable accounting requirements of the Securities Exchange Act of 1934, as amended, and the published rules and regulations promulgated thereunder (of the “Exchange Act”)SEC, the Securities Act of 1933including, as amendedwithout limitation, and the rules and regulations promulgated thereunder (the “Securities Act”) and the Xxxxxxxx-Xxxxx Act Act, applicable thereto, were prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q of 2002the SEC) and fairly present (subject, in the case of the unaudited interim financial statements, to normal, recurring year-end audit adjustments) the consolidated financial position of the Company and its consolidated Subsidiaries as at the respective dates thereof and the rules consolidated results of their operations and regulations promulgated thereunder (“SOX”)cash flows for the respective periods then ended. Except as set forth in Section 4.05 of the Company Disclosure Letter, each Subsidiary of the Company is treated as a consolidated Subsidiary of the case may beCompany in the Company Financial Statements for all periods covered thereby.

SEC Reports and Financial Statements. (a) The Company Parent has timely filed with the SEC SEC, and has heretofore made available to the Company true and complete copies of, all forms forms, reports, schedules, statements and other documents (including exhibits and other information incorporated therein) required to be filed by it and its Subsidiaries since January 128, 2003 2000 under the Exchange Act or the Securities Act (as such documentsdocuments have been amended since the time of their filing, collectively, the “Company "PARENT SEC Documents”DOCUMENTS"), including (i) its Annual Reports on Form 10-K for the years ended December 31, 2003, December 31, 2004 and December 31, 2005, respectively, (ii) its Quarterly Reports on Form 10-Q for the periods ended March 31, June 30 and September 30, 2005, (iii) all proxy statements relating to meetings of stockholders of the Company since January 1, 2003 (in the form mailed to stockholders), and (iv) all other forms, reports and registration statements required to be filed by the Company with the SEC since January 1, 2003. As of their respective dates (or or, if amended prior to amended, as of the date of this Agreement, as amended)the last such amendment, the Company Parent SEC Documents, including the including, without limitation, any financial statements and or schedules provided included therein or incorporated by reference therein, (xa) 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 made therein, in light of the circumstances under which they were made, not misleading misleading, and (yb) complied in all material respects with the applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”) and the Xxxxxxxx-Xxxxx Act of 2002, and the rules and regulations promulgated thereunder (“SOX”), as the case may be, and the applicable rules and regulations of the SEC thereunder. Each of the consolidated financial statements included in the Parent SEC Documents has been prepared from, and is in accordance with, the books and records of Parent and its Subsidiaries, complies in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, has been prepared in accordance with US GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or in the case of unaudited financial statements, as permitted for presentation in Quarterly Reports on Form 10-Q) and fairly presents the consolidated financial position and the consolidated results of operations and cash flows of the Parent and its consolidated Subsidiaries as at the dates thereof or for the periods presented therein.

SEC Reports and Financial Statements. In connection with the ------------------------------------- issuance of the Shares, Plug hereby represents and warrants, as of the date hereof and as of each date on which Shares are issued, that: (ai) The Company it has timely filed or will have been filed with the SEC Securities and Exchange Commission (the "SEC") all forms forms, reports, schedules, statements and other documents (including exhibits and other information incorporated therein) required to be filed by it since January 1October 28, 2003 1999 under the Securities Exchange Act of 1934, as amended (the "Exchange Act") or the Securities Act of 1933, as amended (the "Securities Act") (as such documentsdocuments have been amended since the time of their filing, collectively, the “Company "SEC Documents”"), including (i) its Annual Reports on Form 10-K for the years ended December 31, 2003, December 31, 2004 and December 31, 2005, respectively, ; (ii) its Quarterly Reports on Form 10-Q for the periods ended March 31, June 30 and September 30, 2005, (iii) all proxy statements relating to meetings of stockholders of the Company since January 1, 2003 (in the form mailed to stockholders), and (iv) all other forms, reports and registration statements required to be filed by the Company with the SEC since January 1, 2003. As of their respective dates (or if amended prior to the date of this Agreement, as amended), the Company The SEC Documents, including the without limitation any financial statements and schedules provided therein or incorporated by reference included therein, at the time filed (xa) did not contain any untrue statement of a material fact or omit to state a material fact fact, which is material, required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (yb) complied in all material respects with the applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”) and the Xxxxxxxx-Xxxxx Act of 2002, and the rules and regulations promulgated thereunder (“SOX”), as the case may be, and the applicable rules and regulations of the SEC thereunder; and (iii) the financial statements of Plug included in the SEC Documents 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, have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the period involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) and fairly present (subject, in the case of the unaudited statements, to normal, recurring audit adjustments) the consolidated financial position of Plug and its consolidated subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended.