Common use of SEC Reports and Financial Statements Clause in Contracts

SEC Reports and Financial Statements. The Company has filed with the SEC, and has heretofore made available to Parent true and complete copies of, all forms, reports, schedules, statements and other documents required to be filed by it and its Subsidiaries since May 30, 1992 under the Exchange Act or the Securities Act (as such documents have been amended since the time of their filing, collectively, the "Company SEC Documents"). As of their respective dates or, if amended, as of the date of the last such amendment, the Company SEC Documents, including, without limitation, any financial statements or schedules included therein (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 (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. Each of the consolidated financial state- ments included in the Company SEC Documents have been prepared from, and are in accordance with, the books and records of the Company and/or 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 as at the dates thereof or for the periods presented therein.

SEC Reports and Financial Statements. The a. Since January 1, 2017, Company has timely filed or furnished with the Securities and Exchange Commission (the “SEC, and has heretofore made available to Parent true and complete copies of, ”) all forms, reports, schedules, statements and other documents required to be filed by it and its Subsidiaries since May 30, 1992 or furnished under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), including (i) its Annual Report on Form 10-K for the year ended December 31, 2016, (ii) its proxy statement relating to the 2017 annual meeting of stockholders (in the form mailed to stockholders) and (iii) all other forms, reports and registration statements required to be filed or furnished by Company with the Securities Act SEC since January 1, 2017. The documents described in clauses (i)-(iii) above (whether filed or furnished before, on or after the date of this Agreement), as such documents have been amended since prior to the time date of their filingthis Agreement, collectively, are referred to in this Agreement collectively as the "“Company SEC Documents"). .” As of their respective dates or(or amendment dates, if amended, as of amended prior to the date of the last such amendmentthis Agreement), the Company SEC Documents, including, without limitation, any including the financial statements and schedules provided therein or schedules included therein incorporated by reference therein, (ax) 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 (by) complied in all material respects with the applicable requirements of the Exchange Act and Act, the Securities Act, Xxxxxxxx-Xxxxx Act of 2002 (“SOX”) and the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act (the “Xxxx-Xxxxx Act”), as the case may be, and the applicable rules and regulations of the SEC thereunder. Each of the consolidated financial state- ments included in the Company SEC Documents have been prepared from, and are in accordance with, the books and records of the Company and/or 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 as at the dates thereof or for the periods presented therein.

SEC Reports and Financial Statements. The Company has filed with the SEC, and has heretofore made ------------------------------------ available to Parent the Investor a true and complete copies ofcopy of each form, all formsreport, reportsschedule, schedulesregistration statement, statements definitive proxy statement and other documents required to be document (together with all amendments thereof and supplements thereto) filed by it and its Subsidiaries the Company with the SEC since May 30January 1, 1992 under the Exchange Act or the Securities Act 1998 (as such documents have been amended since the time of their filing, collectivelyfiling been amended or supplemented, the "Company SEC DocumentsReports"), 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 ordates, if the SEC Reports (i) complied as to form in all material respects with the requirements of the Securities Act or the Securities Exchange Act of 1934, as amended, as of the date of the last such amendmentcase may be, the Company SEC Documents, including, without limitation, any financial statements or schedules included therein and (aii) 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 (bincluding, 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 Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. Each of the consolidated financial state- ments included in the Company SEC Documents have been prepared from, and are in accordance with, the books and records of the Company and/or 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 were 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 theretothereto and except with respect to unaudited statements as permitted by Form 10-QSB of the SEC) and fairly present (subject, in all material respects 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 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 respective dates thereof or and the consolidated results of their operations and cash flows for the respective periods presented thereinthen ended.

SEC Reports and Financial Statements. The Company has previously furnished or made available to the Purchaser (i) its Annual Report on Form 10-K for the fiscal year ended December 31, 2006 as filed with the SEC), and has heretofore made available (ii) all other reports filed by the Company with the SEC under Section 13 or subsections (a) and (c) of Section 14 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), from January 1, 2007 through the date of this Agreement (such reports are collectively referred to Parent true and complete copies of, herein as the “Reports”). The Reports constitute all forms, reports, schedules, statements and other of the documents required to be filed by it the Company under Section 13 or subsections (a) and its Subsidiaries since May 30, 1992 under (c) of Section 14 of the Exchange Act or with the Securities Act (as such documents have been amended since the time of their filingSEC from January 1, collectively, the "Company SEC Documents"). As of their respective dates or, if amended, as of 2007 through the date of this Agreement. The Reports complied in all material respects with the last such amendmentrequirements of the Exchange Act and the rules and regulations thereunder when filed. The Reports, the Company SEC Documentswhen considered together, including, without limitation, any financial statements or schedules included therein (a) did do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (b) complied in all material respects with misleading. The audited financial statements for the applicable requirements of the Exchange Act year ended December 31, 2006 and the Securities Actunaudited financial statements for the quarter ended March 31, as the case may be, and the applicable rules and regulations of the SEC thereunder. Each of the consolidated financial state- ments 2007 included in the Company SEC Documents have been prepared from, and are in accordance with, Reports (the books and records of the Company and/or 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, “Financial Statements”) have been prepared in accordance with United States U.S. generally accepted accounting principles ("GAAP") applied on a consistent basis during throughout the periods involved indicated (except as may be indicated in the notes theretoor as permitted by Form 10-Q) and fairly present in all material respects the consolidated financial position condition and the consolidated operating results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated Subsidiaries subsidiaries as at of the dates thereof or dates, and for the periods presented thereinperiods, indicated therein (subject, in the case of the unaudited financial statements, to normal year-end audit adjustments). Since December 31, 2006, the Company has conducted its business in the ordinary course, and there has not been any Material Adverse Effect. Since March 31, 2007, the Company has incurred no liabilities (contingent or otherwise) outside the ordinary course of business that would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Except as disclosed in the Financial Statements, the Company is not a guarantor or indemnitor of any indebtedness of any other person, firm or corporation that would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

SEC Reports and Financial Statements. The Company has filed with the SEC, and has heretofore made available to Parent true and complete copies of, SEC all forms, reports, schedules, statements and other documents required to be filed by it and its Subsidiaries since May 30, 1992 under the Exchange Act or since November 11, 1997 through the Securities Act date hereof (as such documents have been amended since the time of their filing, collectively, the "Company SEC Documents"). As of their respective dates orand, if amended, as of the date of the last such amendment, the Company SEC Documents, including, without limitation, any financial statements or schedules included therein (a) therein, 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 (b) complied in all material respects with the applicable requirements misleading. The financial statements of the Exchange Act and Company (the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. Each of the consolidated financial state- ments "1998 Financial Statements") included in the Company SEC Documents 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 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 and/or 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, 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 theretothereto 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 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. Except as disclosed in the Company SEC Documents, the books and records of the Company have been, and are being, maintained, in all material respects, in accordance with GAAP and any other applicable legal and accounting requirements (subject to normal year-end audit adjustments and the absence of notes).

SEC Reports and Financial Statements. The Company has filed with the SEC, and has heretofore made available delivered to Parent prior to the execution of this Agreement a true and complete copies ofcopy of each form, all formsreport, reportsschedule, schedulesregistration statement, statements definitive proxy statement and other documents required to be document (together with all amendments thereof and supplements thereto) filed by it and the Company or any of its Subsidiaries with the SEC since May 30December 31, 1992 under the Exchange Act or the Securities Act 1995 (as such documents have been amended since the time of their filing, collectivelyfiling been amended or supplemented, the "Company SEC DocumentsReports"), which 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, as of the date of the last such amendmentdates, the Company SEC DocumentsReports (i) complied as to form in all material respects with the requirements of the Securities Act of 1933, includingas amended, without limitationand the rules and regulations thereunder (the "Securities Act"), any financial statements or schedules included therein the Exchange Act, as the case may be, and (aii) 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 (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereundermisleading. Each of the The audited consolidated financial state- ments statements and unaudited interim consolidated financial statements (including, in each case, the notes, if any, thereto) included in the Company SEC Documents have been prepared from, and are in accordance with, Reports (the books and records of the "Company and/or its consolidated Subsidiaries, comply Financial Statements") complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been were 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 theretothereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present (subject, in all material respects 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 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 subsidiaries as at the respective dates thereof or and the consolidated results of their operations and cash flows for the respective periods presented thereinthen 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 Company in the Company Financial Statements for all periods covered thereby.

SEC Reports and Financial Statements. The Company has filed with the SEC, and has heretofore made available to Parent true and complete copies of, all forms, reports, schedules, registration statements, definitive proxy statements and other documents required to be (together with all amendments thereof and supplements thereto) filed by it and Parent or any of its Subsidiaries with the SEC since May 30, 1992 under the Exchange Act or the Securities Act November 1997 (as such documents have been amended since the time of their filing, collectivelyfiling been amended or supplemented, the "Company Parent SEC DocumentsReports"), are all of the documents (other than preliminary material) that Parent and its Subsidiaries were required to file with the SEC since such date. As of their respective dates ordates, if the Parent SEC Reports (i) complied as to form in all material respects with the requirements of the Securities Act or the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act"), as of the date of the last such amendmentcase may be, the Company SEC Documents, including, without limitation, any financial statements or schedules included therein and (aii) 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 (bincluding, 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 Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. Each of the consolidated financial state- ments included in the Company SEC Documents have been prepared from, and are in accordance with, the books and records of the Company and/or 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 were 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 theretothereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present (subject, in all material respects 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 consolidated financial position of Parent and its consolidated subsidiaries as at the respective dates thereof and the consolidated results of their operations and cash flows (and changes for the respective periods then ended. Except as set forth in financial position, if any) the Parent SEC Reports or Section 4.05 of the Company and its Parent Disclosure Letter, each Subsidiary of Parent is treated as a consolidated Subsidiaries as at subsidiary of Parent in the dates thereof or Parent Financial Statements for the all periods presented thereincovered thereby.

SEC Reports and Financial Statements. The Company has filed with the SEC, and has heretofore made available to Parent true and complete copies of, SEC all forms, reports, schedules, statements and other documents required to be filed by it and its Subsidiaries since May 30December 31, 1992 under 2001, 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 such documents have been amended since the time of their filing, collectively, the "Company SEC Documents"). As of their respective dates or, if amended, as No subsidiary of the date of the last such amendmentCompany is required to file any forms, the reports, schedules, statements and other documents with SEC. The Company SEC Documents, includingat the time filed, without limitation, any financial statements or schedules included therein (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 (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. Each Except to the extent revised or superseded by a subsequently filed Company SEC Document, the Company SEC Documents, 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 consolidated 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 state- ments 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/or its consolidated Subsidiaries, 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 United States generally accepted accounting principles of the United States ("GAAP") applied on a consistent basis during the periods involved (), except as may be indicated in the notes thereto) 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 all material respects the case of the unaudited statements, to normal, recurring audit adjustments) the consolidated financial position of the Company and its respective consolidated subsidiaries as at the dates thereof and the consolidated results of their 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 thereinthen ended.

SEC Reports and Financial Statements. The Company To the knowledge of KYLK, it has filed with delivered to Wilshire prior to the execution of this Agreement by direction to the SEC, and has heretofore made available to Parent ’s EXXXX website a true and complete copies ofcopy of each form, all formsreport, reportsschedule, schedulesregistration statement, statements definitive proxy statement and other documents required document (together with all amendments thereof and supplements thereto) filed or to be filed by it and KYLK or any of its Subsidiaries with the SEC since May 30August 27, 1992 under the Exchange Act or the Securities Act 2013 (as such documents have been amended since the time of their filing, collectivelyfiling been amended or supplemented, the "Company “KYLK SEC Documents"Reports”), which are all the documents (other than preliminary material) that KYLK and its Subsidiaries were required to file with the SEC since such date. As of their respective dates ordates, if amendedthe KYLK SEC Reports (i) complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as of the date of the last such amendmentcase may be, the Company SEC Documents, including, without limitation, any financial statements or schedules included therein and (aii) 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 (bincluding, in each case, the notes, if any, thereto) included in the KYLK SEC Reports (the “KYLK Financial Statements”) complied as to form in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. Each of the consolidated financial state- ments included in the Company SEC Documents have been prepared from, and are in accordance with, the books and records of the Company and/or 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 were 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 theretothereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present (subject, in all material respects 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 KYLK and its Subsidiaries taken as a whole) the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company KYLK and its consolidated Subsidiaries as at the respective dates thereof or and the consolidated results of their operations and cash flows for the respective periods presented thereinthen ended. Each Subsidiary of KYLK is treated as a consolidated Subsidiary of KYLK in the KYLK Financial Statements for all periods covered thereby.

SEC Reports and Financial Statements. The Company has ------------------------------------ filed with the SEC, and has heretofore made available to Parent Parent, true and complete copies of, all forms, reports, schedules, statements and other documents required to be filed by it and its Subsidiaries since May 30, 1992 under the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act") (as such documents have been amended since the time of their filing, collectively, the "Company SEC Documents"). As of their respective dates or, if amended, as of the date of the last such amendment, the Company SEC Documents, including, without limitation, any financial statements or schedules included therein (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 (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. Each None of the consolidated Company's Subsidiaries is required to file any forms, reports or other documents with the SEC. The financial state- ments 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/or 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 theretothereto and except for the absence of footnotes with respect to interim Financial Statements) 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 as at of the dates thereof or times and for the periods presented referred to therein.

SEC Reports and Financial Statements. The Company has filed with the SEC, and has heretofore made available to Parent Parent, true and complete copies of, all forms, reports, schedules, statements and other documents required to be filed by it and its Subsidiaries since May 30December 31, 1992 1996, under 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 but excluding any such forms, reports, schedules, statements or other documents which relate solely to the Company's securitization transactions, are referred to as such documents have been amended since the time of their filing, collectively, the "Company SEC Documents"). As Except to the extent revised or superseded by a subsequently filed Company SEC Document (a copy of their respective dates or, if amended, as of which has been provided to Parent prior to the date of the last such amendmenthereof), the Company SEC Documents, including, without limitation, any financial statements or schedules included therein (ai) did not at the time filed (and, in the case of any Company SEC Document filed after the date hereof, will not at the time 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 (bii) complied (and, in the case of any Company SEC Document filed after the date hereof, will comply) in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. Each The financial statements of the consolidated financial state- ments Company included or incorporated by reference in the Company SEC Documents have been prepared fromcomplied, as of the time filed, and are in accordance with, the books and records of the Company and/or its consolidated Subsidiaries, will 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 United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes theretothereto or, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) and fairly present (subject, in all material respects the case of the unaudited statements, to normal, recurring, year-end audit adjustments) 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 subsidiaries as at the dates thereof or and the consolidated results of their operations and cash flows for the periods presented indicated therein.

SEC Reports and Financial Statements. The Company has filed with the SEC, and has heretofore made available to Parent true and complete copies of, all forms, reports, schedules, statements and other documents (other than preliminary materials) required to be filed by it and its Subsidiaries since May 30, 1992 under the Exchange Act or the Securities Act of 1933 (as such documents have been amended since the time of their filing, collectively, the "Company SEC DocumentsSECURITIES ACT"). As of their respective dates or) from and after December 31, if amended1997 (such forms, as of the date of the last such amendmentreports, the Company SEC Documentsschedules, includingstatements and other documents, without limitation, including any financial statements or schedules included therein therein, are referred to as the "COMPANY SEC DOCUMENTS"). The Company SEC Documents, at the time filed, (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 misleading, and (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. Each Except to the extent revised or superseded by a subsequently filed Company SEC Document, the Company SEC Documents 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 consolidated circumstances under which they were made, not misleading. The financial state- ments statements of the Company included in the Company SEC Documents have been prepared fromas well as the Company's financial statements as of and for the three months and nine months ended September 30, and are in accordance with1999 heretofore delivered to Parent, the books and records as of the Company and/or its consolidated Subsidiaries, 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 United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes theretothereto 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 all material respects the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) case of the Company and its consolidated Subsidiaries as at unaudited statements, to normal, recurring audit adjustments, none of which will be material) the dates thereof or for the periods presented therein.consolidated

SEC Reports and Financial Statements. The Company has timely filed with the SEC, and has heretofore made available to Parent true and complete copies of, SEC all forms, reports, schedules, statements and other documents (including, in each case, exhibits, schedules, amendments or supplements thereto, and any other information incorporated by reference therein) required to be filed by it and its Subsidiaries since May 30January 1, 1992 1999 under the Exchange Act or the Securities Act (as such documents have been amended since or supplemented between the time of their filingrespective filing and the date hereof, collectively, the "COMPANY SEC DOCUMENTS". The term "Company SEC Documents"" shall also include the draft form of the Company's Form 10-K for the fiscal year ended December 30, 2001, to the extent and in the form that such draft form has been provided to the Buyer prior to the date hereof). As The Company has, 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 of their respective dates or(and if so amended or superseded, if amended, as of then on the date of such filing prior to the last such amendmentdate hereof), the Company SEC Documents, Documents (including, without limitation, any financial -13- statements or schedules included therein therein) and any forms, reports, schedules, statements, registration statements, proxy statements and 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") (a) 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 (b) complied complied, and in the case of Subsequent Filings will comply, in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. Notwithstanding the foregoing, the 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 the 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 consolidated financial state- ments included statements contained or to be contained in the Company SEC Documents have (including, in each case, any related notes and schedules) has been prepared from, and are is in accordance with, the books and records of the Company and/or and its consolidated Subsidiaries, comply complies in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have 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 notes thereto) ("GAAP") and fairly present in all material respects 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 at the dates thereof or and for the periods presented thereincovered 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. The Company To the knowledge of each Warrantor, CSR has filed with the SEC, and has heretofore made available to Parent true and complete copies of, all forms, reports, schedules, forms, statements and other documents required to be filed by it and its Subsidiaries since May 30, 1992 under the Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”) since (and including) the annual report on 10-K for the year ended December 31, 2008 filed on March 5, 2009, including pursuant to Section 13(a), 13(c) or 15(d) thereof (the Securities Act (foregoing materials from and after March 5, 2009, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such documents have been amended since the time of their filing, collectively, filing and has filed any such SEC Reports prior to the "Company SEC Documents")expiration of any such extension. As To the knowledge of their respective dates or, if amendedeach Warrantor, as of the date of filing, in the last case of SEC Reports filed pursuant to the Exchange Act (and to the extent such SEC Report was amended, then as of the date of filing of such amendment), and as of the date of effectiveness in the case of SEC Reports filed pursuant to the Act (and to the extent such SEC Report was amended, then as of the date of effectiveness of such amendment), the Company SEC DocumentsReports complied in all material respects, includingas to form, without limitationwith the requirements of the Act and the Exchange Act and the rules and regulations of the Securities and Exchange Commission (the “Commission”) promulgated thereunder, any financial statements or schedules included therein as applicable, and none of the SEC Reports, as of the date of filing, in the case of SEC Reports filed pursuant to the Exchange Act (a) did not contain and to the extent such SEC Report was amended, then as to the date of filing of such amendment), and as of the date of effectiveness in the case of SEC Reports filed pursuant to the Act (and to the extent such SEC Report was amended, then as of the date of effectiveness of such amendment), 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 and (b) complied in all material respects with misleading. To the applicable requirements knowledge of each Warrantor, the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations financial statements of the SEC thereunder. Each of the consolidated financial state- ments CSR included in the Company SEC Documents have been prepared from, and are in accordance with, the books and records of the Company and/or its consolidated Subsidiaries, comply Reports complied in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC Commission with respect thereto, thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (“GAAP”), except as may be indicated otherwise specified in such financial statements or the notes thereto) thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of and for the dates thereof 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 thereinthen ended, subject, in the case of unaudited statements, to normal year-end audit adjustments.

SEC Reports and Financial Statements. The Company has filed with the Securities and Exchange Commission (the "SEC"), and has heretofore made available to Parent true and complete copies of, all forms, reports, schedules, statements and other documents required to be filed by it and its Subsidiaries since May 30December 31, 1992 2000 under the Exchange Act or and the Securities Act of 1933, as amended (the "Securities Act") (as such documents have been amended since the time of their filing, collectively, the "Company SEC Documents"). As of their respective dates or, if amended, as of the date of the last such amendment, the Company SEC Documents, including, without limitation, any financial statements or schedules included therein (the "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 (b) complied in all material respects with the applicable requirements of the Exchange Act and or the Securities Act, as the case may be, the Sarbanes-Oxley Act of 2002 and the applicable rules and regulations of the SEC thereunderxx xxx XXX xxereunder. Each of the consolidated financial state- ments included in the The Company SEC Documents include all the documents that the Company was required to file with the SEC since December 31, 2000. The Company Financial Statements have been prepared from, and are in accordance with, the books and records of the Company and/or 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 theretothereto or, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) and present 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 as at the dates thereof or for the periods presented therein.

SEC Reports and Financial Statements. The Company Tridex has filed with the SEC, and has heretofore made available to Parent Shareholder, true and complete copies of, of all forms, reports, schedules, statements and other documents required to be filed by it and its Subsidiaries since May 30December 31, 1992 1996 under the Exchange Act or the Securities Act (such forms, reports, schedules, statements or schedules included therein, are referred to as such documents have been amended since the time of their filing, collectively, the "Company Tridex SEC Documents"). As of their respective dates or, if amended, as of the date of the last such amendment, the Company The Tridex SEC Documents, includingat the time filed, without limitation, any financial statements or schedules included therein (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 (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. Each Except to the extent that information contained in any Tridex SEC Document has been revised or superseded by a subsequently filed Tridex Filed SEC Document (as defined in Section 7.3) (a copy of which has been made available to Shareholder prior to the date hereof), none of the consolidated Tridex 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 state- ments statements of Tridex included in the Company Tridex SEC Documents have been prepared from, and are in accordance with, the books and records of the Company and/or its consolidated Subsidiaries, 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 United States generally accepted accounting principles ("GAAP") GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes theretothereto or, in the case of the unaudited statements, as permitted by Form 10-Q) and fairly present (subject, in all material respects the case of the unaudited statements, to normal, recurring audit adjustments) the consolidated financial position of Tridex and its consolidated subsidiaries as at the dates thereof and the consolidated results of their 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 thereinthen ended.

SEC Reports and Financial Statements. The Company has filed with the SEC, and has heretofore made available to Parent true and complete copies of, SEC all forms, reports, schedules, statements and other documents required to be filed by it and its Subsidiaries since May 30January 1, 1992 1996 under the Exchange Act or the Securities Act of 1933, as amended (as the "Securities Act")(as such documents have been amended since the time of their filing, collectivelycollec tively, the "Company SEC Documents"). As of their respective re spective dates or, if amended, as of the date of the last such amendment, the Company SEC Documents, including, without limitation, any financial statements or schedules included therein (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 circumstanc es under which they were made, not misleading and (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations regula tions of the SEC thereunder. Each None of the consolidated 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 state- ments statements of the Company (the "1998 Financial Statements") included in the Company SEC Documents Company's Annual Report on Form 10-K for the fiscal year ended March 31, 1998, as amended (including the related notes thereto) (the "1998 Form 10-K") have been prepared from, from and are in accordance with, the books and records of the Company and/or and its consolidated Subsidiariessubsidiaries, comply in all material respects re spects 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 theretothereto and subject, in the case of quarterly financial state ments, to normal and recurring year-end adjustments) 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 Compa ny and its consolidated Subsidiaries subsidiaries as at the dates thereof or for the periods presented therein.

SEC Reports and Financial Statements. The Company has timely filed with the Securities and Exchange Commission (the "SEC"), any applicable state securities authorities and has heretofore made available to Parent true any other Governmental Entity all forms and complete copies of, all forms, reports, schedules, statements and other documents required to be filed by it since October 1, 1993 (collectively, the "Company Reports") and has heretofore made available to the MergerCo (i) its Subsidiaries since May Annual Reports on Form 10-K, as amended, for the fiscal years ended September 30, 1992 under 1994, September 30, 1995, September 30, 1996, September 30, 1997 and September 30, 1998, respectively, (ii) its Quarterly Report on Form 10-Q for the Exchange Act period ended December 30, 1998, (iii) all proxy statements relating to meetings of stockholders of the Company since October 1, 1993 (in the form mailed to stockholders) and (iv) all other forms, reports and registration statements filed by the Company with the SEC since October 1, 1993 (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 Securities Act (date hereof) are referred to in this Agreement collectively as such documents have been amended since the time of their filing, collectively, the "Company SEC Documents"). As of their respective dates or, if amended, as of the date of the last such amendmentdates, the Company SEC Documents, including, without limitation, any financial statements or schedules included therein Reports (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 (b) complied in all material respects with the applicable requirements of Law, including in the case of SEC filings, the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. Each of the The consolidated financial state- ments statements included in the Company SEC Documents have been prepared from, and are in accordance with, the books and records of the Company and/or 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 otherwise noted therein and except that the notes theretoquarterly 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 (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.

SEC Reports and Financial Statements. The Company has filed with the SEC, and has heretofore made available to Parent the Purchaser true and complete copies of, all forms, reports, schedules, statements and other documents required to be filed by it and its Subsidiaries since May 30July 1, 1992 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 documents have been amended since the time of their filing, collectively, the "Company COMPANY SEC DocumentsDOCUMENTS"). As of their respective dates or, if amended, as of the date of the last such amendment, the Company SEC Documents, including, without limitation, any financial statements or schedules included therein (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 (b) complied as to form in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. Each None of the consolidated Subsidiaries is required to file any forms, reports or other documents with the SEC. The financial state- ments statements of the Company (including the related notes thereto) included in the Company SEC Documents have been prepared from, from and are in accordance with, the books and records of the Company and/or 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 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 or and for the periods presented thereintherein (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. The Company has filed with the SEC, and has heretofore made available to Parent Parent, true and complete copies of, all forms, reports, schedules, statements and other documents required to be filed by it and its Subsidiaries since May June 30, 1992 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 such documents have been amended since the time of their filing, collectively, the "Company SEC Documents"). As of their respective dates or, if amended, as of the date of the last such amendment, the The Company SEC Documents, includingat the time filed, without limitation, any financial statements or schedules included therein (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 (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. Each 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 consolidated 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 state- ments 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/or its consolidated Subsidiaries, 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 United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes theretothereto or, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) and fairly present (subject, in all material respects the consolidated case of the unaudited statements, to normal, recurring audit adjustments) the 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 and the results of its operations and cash flows for the periods presented thereinthen ended.

SEC Reports and Financial Statements. The Company has filed with the SEC, and has heretofore made available to Parent true and complete copies of, SEC all forms, reports, schedules, statements and other documents required to be filed by it and its Subsidiaries since May 30April 1, 1992 1997 under the Exchange Act or the Securities Act (as such documents have been amended since the time of their filing, collectively, the "Company SEC DocumentsReports"). As of their respective dates or, if amended, as of the date of the last such amendment, the Company SEC DocumentsReports, including, without limitation, any financial statements or schedules included therein (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 (b) complied as to form in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. Each None of the consolidated Subsidiaries is required to file any forms, reports or other documents with the SEC. The financial state- ments statements of the Company (including the related notes thereto) included in the Company SEC Documents Reports have been prepared from, and are in accordance with, from the books and records of the Company and/or 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 Subsidiaries 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 as at the dates thereof or and for the periods presented thereintherein (subject, in the case of unaudited statements, to normal year-end audit adjustments which were not and are not expected, individually or in the aggregate, to be material in amount and the absence of certain footnote disclosures).

SEC Reports and Financial Statements. The Company has filed with the Securities and Exchange Commission (the “SEC”), and has heretofore made available to Parent true and complete copies of, all forms, reports, schedules, statements and other documents required to be filed by it and its Subsidiaries since May 30December 31, 1992 2000 under the Exchange Act or and the Securities Act of 1933, as amended (the “Securities Act”) (as such documents have been amended since the time of their filing, collectively, the "“Company SEC Documents"”). As of their respective dates or, if amended, as of the date of the last such amendment, the Company SEC Documents, including, without limitation, any financial statements or schedules included therein (the “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 (b) complied in all material respects with the applicable requirements of the Exchange Act and or the Securities Act, as the case may be, the Sxxxxxxx-Xxxxx Act of 2002 and the applicable rules and regulations of the SEC thereunder. Each of the consolidated financial state- ments included in the The Company SEC Documents include all the documents that the Company was required to file with the SEC since December 31, 2000. The Company Financial Statements have been prepared from, and are in accordance with, the books and records of the Company and/or 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 theretothereto or, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) and present 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 as at the dates thereof or for the periods presented therein.

SEC Reports and Financial Statements. The Company has timely ------------------------------------ filed with the Securities and Exchange Commission (the "SEC"), any applicable state securities authorities and has heretofore made available to Parent true any other Governmental Entity all forms and complete copies of, all forms, reports, schedules, statements and other documents required to be filed by it since January 1, 1993 (collectively, the "Company Reports") and has heretofore made available to the Merger Sub (i) its Subsidiaries since May - Annual Reports on Form 10-K for the fiscal years ended March 31, 1993, March 31, 1994, March 31, 1995, March 31, 1996 and March 31, 1997, respectively, (ii) its -- Quarterly Reports on Form 10-Q for the periods ended June 30 and September 30, 1992 under 1997, (iii) all proxy statements relating to meetings of stockholders of the Exchange Act Company since January 1, 1993 (in the form mailed to stockholders) and (iv) all -- other forms, reports and registration statements filed by the Company with the SEC since January 1, 1993 (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). The documents described in clauses (i)-(iv) above (whether filed before, on or after the Securities Act (date hereof) are referred to in this Agreement collectively as such documents have been amended since the time of their filing, collectively, the "Company SEC Documents"). As of their respective dates or, if amended, as of the date of the last such amendmentdates, the Company SEC Documents, including, without limitation, any financial statements or schedules included therein Reports (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 (b) complied in all - material respects with the applicable requirements of Law, including in the case of SEC filings, the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. Each of the The consolidated financial state- ments statements included in the Company SEC Documents have been prepared from, and are in accordance with, the books and records of the Company and/or 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 otherwise noted therein and except that the notes theretoquarterly 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 con solidated 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.

SEC Reports and Financial Statements. The Company has filed with the SEC, and has heretofore made available to Parent Parent, true and complete copies of, of all forms, reports, schedules, statements and other documents required to be filed by it and its Subsidiaries since May 30December 14, 1992 1994 under the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act") (as such documents have been amended since the time of their filing, collectively, the "Company SEC Documents"). As of their respective dates ordates, or if amended, as of the date of the last such amendment, the Company SEC Documents, including, without limitation, any 10 16 financial statements or schedules included therein (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 (b) except as disclosed in Section 3.5 of the Company Disclosure Schedule complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, 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 state- ments statements included in the Company SEC Documents have (the "Financial Statements") (i) has been prepared from, and are is in accordance with, the books and records of the Company and/or and its consolidated Subsidiaries, comply (ii) complies in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have (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 present in all material respects 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 at of the dates thereof or times and for the periods presented referred to therein.. Section 3.6

SEC Reports and Financial Statements. The Company has previously furnished to the Lenders complete and correct copies, including exhibits of: (i) its Annual Report on Form 10-K for the fiscal year ended October 1, 1994; (ii) its Quarterly Reports on Form 10-Q for the three- month period ended December 31, 1994, April 1, 1995 and July 1, 1995; (iii) its proxy statement relating to its February 7, 1995 meeting of shareholders; and (iv) all reports on forms other than 10-K or 10-Q filed by the Company with the Securities and Exchange Commission (the "SEC") or the NASDAQ since October 2, and 1993. The Company has heretofore made available to Parent true timely all filings, reports and complete copies of, all forms, reports, schedules, statements and other documents registrations required to be filed by it and its Subsidiaries since May 30, 1992 under the Exchange Act or the Securities Act of 1993, as amended, and the rules and regulations thereunder (the "Securities Act") and the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act") and all such documents have been amended since filings conformed in all material respects to the requirements of the Securities Act and the Exchange Act, and did not at the time of their filing, collectively, the "Company SEC Documents"). As of their respective dates or, if amended, as of the date of the last such amendment, the Company SEC Documents, including, without limitation, any financial statements or schedules included therein (a) did not filing contain any an 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 thereintherein not misleading. Except as set forth on Schedule 2.6, in light of the circumstances under which they were made, not misleading audited financial statements and (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. Each of the consolidated unaudited interim financial state- ments statements included in the Company SEC Documents have been prepared from, and are reports or other filings referred to in accordance with, the books and records of the Company and/or 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 this Section 2.6 were prepared in accordance conformity 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 theretothereto and except that the notes to the unaudited interim financial statements have been condensed pursuant to the rules and regulations of the SEC) and fairly present in all material respects the consolidated financial position of the Company as of the dates thereof 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 shown therein, subject, in the case of unaudited interim financial statements, to normal year-end audit adjustments which will not, in any event, be material. Nothing has come to the attention of the senior management of the Company since such dates which would indicate that such financial statements were not true, accurate and complete in all material respects as of the dates thereof.

SEC Reports and Financial Statements. The Company has filed with the SEC, and has heretofore made available to Parent true and complete copies of, all forms, reports, schedules, statements forms and other documents required to be filed by it and its Subsidiaries since May 30January 1, 1992 1994 under the Exchange Act Act, or the Securities Act of 1933, as amended (the "Securities Act") (as such documents have been amended since the time of their filing, collectively, the "Company SEC Documents"). As of their respective dates (or, if amended, as of the date of the last such amendment), the Company SEC Documents, including, without limitation, any financial statements or schedules included therein (ai) 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 (bii) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. Each of the The consolidated financial state- ments 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/or 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, (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 may be indicated 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 notes theretopublished rules and regulations of the SEC with respect thereto and (iv) 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 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. The Company Purchaser has filed with the SEC, Securities and has heretofore made available to Parent Exchange Commission true and complete copies ofof the Purchaser's Annual Report on Form 10-K for the year ended December 31, 2002 and all forms, reports, schedules, statements and other documents required to be filed by it and its Subsidiaries since May 30, 1992 the Purchaser under the Exchange Securities Act of 1933, as amended, or the Securities Exchange Act (of 1934, as such documents have been amended since the time of their filing, collectively, the "Company SEC Documents"). As of their respective dates or, if amended, as of from and after the date of the last filing thereof (such amendmentannual report, the Company SEC Documentsforms, includingreports, without limitationschedules, statements and other documents, including any financial statements or schedules included therein therein, the "Purchaser SEC Documents"). The Purchaser SEC documents, at the time filed, (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 misleading, and (b) complied in all material respects with the applicable requirements of the Securities Exchange Act of 1934, as amended, and the Securities ActAct of 1933, as amended, as the case may be, and the applicable rules and regulations promulgated thereunder. There have not been any amendments to the Purchaser SEC Documents since the initial filing thereof. The financial statements of the SEC thereunder. Each of the consolidated financial state- ments included Purchaser contained in the Company Purchaser SEC Documents have been prepared from, and are in accordance with, the books and records of the Company and/or 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") GAAP applied on a consistent basis during the periods period involved (except as may be indicated in the notes theretothereto 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 all material respects 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 (and changes in financial position, if any) of the Company and its consolidated Subsidiaries as at the dates thereof or for the periods presented thereinthen ended.

SEC Reports and Financial Statements. The Company has filed with the SEC, and has heretofore made available to Parent true and complete copies of, all forms, reports, schedules, statements and other documents required to be filed by it and its Subsidiaries since May 30December 31, 1992 1994, under 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 such documents have been amended since the time of their filing, collectively, the "Company SEC Documents"). As of their respective dates or, if amended, as of the date of the last such amendment, the The Company SEC Documents, includingat the time filed, without limitation, any financial statements or schedules included therein (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 (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. Each 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), the Company SEC Documents, 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 consolidated 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 state- ments 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/or its consolidated Subsidiaries, 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 United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes theretothereto 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 all material respects the case of the unaudited statements, to normal, recurring audit adjustments) 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 subsidiaries as at the dates thereof or and the consolidated results of their operations and cash flows for the periods presented thereinthen ended.

SEC Reports and Financial Statements. The Company Parent has filed with the SEC, and has heretofore made available to Parent the Company, true and complete copies of, of all forms, reports, schedules, statements and other documents required to be filed by it and its Subsidiaries since May 30December 31, 1992 1996 under the Exchange Act or the Securities Act (as such documents have been amended since the time of their filingforms, collectivelyreports, the "Company SEC Documents"). As of their respective dates orschedules, if amendedstatements and other documents, as of the date of the last such amendment, the Company SEC Documents, including, without limitation, including any financial statements or schedules included therein therein, are referred to as the "Parent SEC Documents"). Except to the extent revised or superseded by a subsequently filed Parent SEC Document (awhich has been filed and a copy of which has been provided to the Company prior to the date hereof), the Parent SEC Documents, at the time filed, (i) did not and will 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 (bii) complied and will comply in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. Each The financial statements of Parent included or incorporated by reference in the Parent SEC Documents complied and will comply, as of the consolidated financial state- ments included in the Company SEC Documents have been prepared fromtime filed, and are in accordance with, the books and records of the Company and/or its consolidated Subsidiaries, 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 and will be prepared in accordance with United States generally accepted accounting principles ("GAAP") GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes theretothereto or, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) and fairly present and will fairly present (subject, in all material respects the case of the unaudited statements, to normal, recurring, year-end audit adjustments) the consolidated financial position of Parent and its consolidated subsidiaries as at the dates thereof and the consolidated results of their 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 indicated therein.

SEC Reports and Financial Statements. The Company has filed with furnished to the SECPurchaser copies of the Company's Annual Report on Form 10-K for the year ended December 31, and has heretofore made available to Parent true and complete copies of1996, all formsQuarterly Reports on Form 10-Q for the quarter ended September 30, reports, schedules, statements and other documents required to be filed by it 1997 and its Subsidiaries since May 30, 1992 proxy statement and certain other reports under the Securities Exchange Act or of 1934, as amended (the Securities Act "Exchange Act") (as such documents have been amended since the time of their filing, collectively, the "Company SEC DocumentsReports"), each as filed with the Securities and Exchange Commission (the "Commission"), and the Company's 1996 Annual Report to Stockholders (the "1996 Annual Report"), which reports and proxy statement are included as exhibits to the Private Placement Memorandum (the "Private Placement Memorandum"), dated January 9, 1998. As Each SEC Report was in substantial compliance with the requirements of their its respective dates or, if amended, as of report form on the date of filing, and the last such amendmentSEC reports, the Company SEC Documents1996 Annual Report and the Private Placement Memorandum did not, includingon the date of filing or the date as of which information is set forth therein, without limitation, any financial statements or schedules included therein (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 the light of the circumstances under which they were made, not misleading and misleading. The financial statements (bincluding any related schedules and/or notes) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. Each of the consolidated financial state- ments included in the Company SEC Documents have been prepared from, Reports and are in accordance with, the books and records of the Company and/or 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, 1996 Annual Report have been prepared in accordance with United States generally accepted accounting principles ("GAAP") consistently applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) throughout the periods involved and fairly present in all material respects the consolidated financial position and the consolidated position, results of operations and cash flows (and changes in financial position, if any) as of the Company dates and its consolidated Subsidiaries as at the dates thereof or for the periods presented indicated therein.

SEC Reports and Financial Statements. The Company has timely filed with the Securities and Exchange Commission (the "SEC"), and has heretofore made available to Parent true and complete copies of, all forms, reports, schedules, statements and other documents periodic reports required to be filed by it and its Subsidiaries since May 30July 1, 1992 1995 under the Exchange Act or the Securities Act (as such documents 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"). As of their respective dates or, if amendedExcept with respect to information concerning the Triad Chemical Joint Venture ("Triad"), as to which the Company makes no representation or warranty for the purposes of the date of the last such amendmentthis Section 3.5, the Company SEC Documents, including, including without limitation, limitation any financial statements or schedules included therein therein, at the time filed, (a) 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 (b) complied or will comply, as the case may be, in all material respects with the applicable requirements of the Exchange Act and the Securities Act. Except with respect to information concerning Triad, as to which the case may beCompany makes no representation or warranty for purposes of this Section 3.5, and the applicable rules and regulations of the SEC thereunder. Each of the consolidated financial state- ments statements of the Company included in the Company SEC Documents have been prepared from, (including the notes and are in accordance withschedules thereto, the books and records of the "Company and/or its consolidated Subsidiaries, 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 United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes theretothereto or, in the case of the unaudited statements, as permitted 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 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 and the consolidated results of their operations and cash flows for the periods presented therein.then ended. Section 3.6

SEC Reports and Financial Statements. The Company has timely filed with the SEC, and has heretofore made available to Parent true and complete copies of, all forms, required reports, schedules, forms, statements and other documents required to be filed by it (including exhibits and its Subsidiaries since May 30, 1992 all other information incorporated therein) under the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act"), and the Exchange Act, with the SEC since January 1, 1996 (as such reports, schedules, forms, statements and documents have been amended since the time of their filing, collectively, the "Company SEC Documents"). As of their respective dates ordates, or if amendedamended prior to the date hereof, as 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, includingand none of the SEC Documents when filed, without limitationor as so amended, any financial statements or schedules included therein (a) 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 (b) complied in all material respects with the applicable requirements misleading. The financial statements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. Each of the consolidated financial state- ments Company included in the Company SEC Documents have been prepared fromcomply as to form, and are in accordance withas of their respective date of filing with the SEC, the books and records of the Company and/or 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 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 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 subsidiaries as at of the dates thereof or and the consolidated statement of earnings, cash flows and shareholders' equity for the periods presented thereinthen ended (subject, in the case of 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. The Company has filed with the SEC, and has heretofore made available to Parent true and complete copies of, all forms, reports, schedules, statements and other documents (other than preliminary materials) required to be filed by it and its Subsidiaries since May 30, 1992 under the Exchange Act or the Securities Act of 1933 (the "Securities Act") from and after December 31, 1997 (such forms, reports, schedules, statements and other documents, including any financial statements or schedules included therein, are referred to as such documents have been amended since the time of their filing, collectively, the "Company SEC Documents"). As of their respective dates or, if amended, as of the date of the last such amendment, the The Company SEC Documents, includingat the time filed, without limitation, any financial statements or schedules included therein (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 misleading, and (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. Each Except to the extent revised or superseded by a subsequently filed Company SEC Document, the Company SEC Documents 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 consolidated circumstances under which they were made, not misleading. The financial state- ments statements of the Company included in the Company SEC Documents have been prepared fromas well as the Company's financial statements as of and for the three months and nine months ended September 30, and are in accordance with1999 heretofore delivered to Parent, the books and records as of the Company and/or its consolidated Subsidiaries, 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 United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes theretothereto 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 all material respects the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) case of the Company and its consolidated Subsidiaries as at unaudited statements, to normal, recurring audit adjustments, none of which will be material) the dates thereof or for the periods presented therein.consolidated

SEC Reports and Financial Statements. The Company has filed with the SEC, and has heretofore made available to Parent true and complete copies of, all forms, reports, schedules, statements and other documents (other than preliminary materials) required to be filed by it and its Subsidiaries since May 30, 1992 under the Exchange Act or the Securities Act of 1933 (as such documents have been amended since the time of their filing, collectively, the "Company SEC DocumentsSECURITIES ACT"). As of their respective dates or) from and after December 1, if amended1995 (such forms, as of the date of the last such amendmentreports, the Company SEC Documentsschedules, includingstatements and other documents, without limitation, including any financial statements or schedules included therein therein, are referred to as the "COMPANY SEC DOCUMENTS"). The Company SEC Documents, at the time filed, (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 (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. Each Except to the extent revised or superseded by a subsequently filed Company SEC Document, the Company SEC Documents 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 consolidated circumstances under which they were made, not misleading. The financial state- ments 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/or its consolidated Subsidiaries, 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 United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes theretothereto 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 all material respects the case of the unaudited statements, to normal, recurring audit adjustments, none of which will be material) 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 subsidiaries as at the dates thereof or and the consolidated results of their operations and cash flows for the periods presented thereinthen 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. The Company has filed with the SEC, and has heretofore delivered or otherwise made available to Parent Purchaser prior to the execution of this Agreement a true and complete copies ofcopy of each form, all formsreport, reportsschedule, schedules, statements registration statement and other documents required to be document (together with all amendments thereof and supplements thereto) filed by it and the Company or any of its Subsidiaries with the SEC since May 30January 1, 1992 under the Exchange Act or the Securities Act 1996, (as such documents have been amended since the time of their filing, collectivelyfiling been amended or supplemented, the "Company SEC DocumentsReports"), which, except as disclosed in Section 3.08 of the Company Disclosure Schedule, 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 Except as disclosed in Section 3.08 of their respective dates orthe Company Disclosure Schedule, if and in the cases where the Company SEC Reports have been amended, as of the date of the last such amendmenttheir respective 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, includingas the case may be, without limitation, any financial statements or schedules included therein and (aii) 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 (bmisleading. Except as disclosed in Section 3.08(b) complied in all material respects with the applicable requirements of the Exchange Act and Company Disclosure Schedule, the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. Each of the audited consolidated financial state- ments statements and unaudited interim consolidated financial statements (including, in each case, the notes, if any, thereto) included in the Company SEC Documents have been prepared from, and are in accordance with, Reports (the books and records of the "Company and/or its consolidated Subsidiaries, comply Financial Statements") complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with United States generally accepted accounting principles ("GAAP") in the United States applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes theretothereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present in all material respects (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, material to the consolidated financial position of the Company and its consolidated Subsidiaries taken as a whole) the consolidated results of operations and cash flows (and changes in financial position, if any) position of the Company and its consolidated Subsidiaries as at the respective dates thereof or and the consolidated results of their operations and cash flows for the respective periods presented thereinthen ended. Except as set forth in Section 3.08(b) of the Company Disclosure Schedule, each Subsidiary of the Company is treated as a consolidated subsidiary of the Company in the Company Financial Statements for all periods covered thereby.

SEC Reports and Financial Statements. The Company has filed with the SEC, and has heretofore made available delivered to Parent prior to the execution of this Agreement a true and complete copies ofcopy of each form, all formsreport, reportsschedule, schedulesregistration statement, statements definitive proxy statement and other documents required to be document (together with all amendments thereof and supplements thereto) filed by it and the Company or any of its Subsidiaries with the SEC since May 3031, 1992 under the Exchange Act or the Securities Act 1991 (as such documents have been amended since the time of their filing, collectivelyfiling been amended or supplemented, the "Company SEC DocumentsReports"), which 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, as of the date of the last such amendmentdates, the Company SEC DocumentsReports (i) complied as to form in all material respects with the requirements of the Securities Act of 1933, includingas amended, without limitationand the rules and regulations thereunder (the "Securities Act") or the Exchange Act, any financial statements or schedules included therein as the case may be, and (aii) 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 (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereundermisleading. Each of the The audited consolidated financial state- ments statements and unaudited interim consolidated financial statements (including, in each case, the notes, if any, thereto) included in the Company SEC Documents have been prepared from, and are in accordance with, Reports (the books and records of the "Company and/or its consolidated Subsidiaries, comply Financial Statements") complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been were 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 theretothereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present (subject, in all material respects the case of the unaudited interim financial statements, to normal, recurring year-end audit adjustments) 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 subsidiaries as at the respective dates thereof or and the consolidated results of their operations and cash flows for the respective periods presented thereinthen ended. Except as set forth in Section 3.05 of the Company Disclosure Letter, each Subsidiary of the Company is treated as a consolidated subsidiary of the Company in the Company Financial Statements for all periods covered thereby.

SEC Reports and Financial Statements. The Company has timely filed with the SEC, and has heretofore made available to Parent Parent, true and complete copies of, all forms, reports, schedules, statements and other documents required to be filed by it since November 13, 1996 and its Subsidiaries since May 30prior to the date hereof, 1992 under the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act"), and the SEC's rules and regulations thereunder (as such documents have been amended since the time of their filing, collectively, the "Company SEC Documents"). As of their respective dates or, if amendedamended prior to the date hereof, as of the date of the last such amendment, the Company SEC Documents, including, without limitation, any financial statements or schedules included therein (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 (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. Each None of the Company's Subsidiaries is required to file any forms, reports or other documents with the SEC. The consolidated financial state- ments 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/or 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 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 all material respects 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 at of the dates thereof or times and for the periods presented referred to therein.

SEC Reports and Financial Statements. The Company has ------------------------------------ filed with the SEC, and has heretofore made available to Parent true and complete copies of, SEC all forms, reports, schedules, statements and other documents required to be filed by it and its Subsidiaries since May 30December 31, 1992 1999 under the Exchange Act or the Securities Act (as such documents have been amended since the time of their filing, collectively, the "Company SEC DocumentsReports"). As of their respective dates ------------------- or, if amended, as of the date of the last such amendment, the Company SEC DocumentsReports, including, without limitation, any financial statements or schedules included therein (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 (b) complied as to form in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. Each None of the consolidated Subsidiaries is required to file any forms, reports or other documents with the SEC. The financial state- ments statements of the Company (including the related notes thereto) included in the Company SEC Documents Reports have been prepared from, and are in accordance with, from the books and records of the Company and/or 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 Subsidiaries 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 as at the dates thereof or and for the periods presented thereintherein (subject, in the case of unaudited statements, to normal year-end audit adjustments which were not and are not expected, individually or in the aggregate, to be material in amount and the absence of certain footnote disclosures).

SEC Reports and Financial Statements. The Company has filed with the Securities and Exchange Commission (the "SEC") all forms and documents required to be filed by it since January 1, 1997 under the Exchange Act and has heretofore made available to Parent true (i) its Annual Reports on Form 10-K for the years ended December 31, 1997, December 31, 1998 and complete copies ofDecember 31, 1999, respectively, (ii) all proxy statements relating to meetings of stockholders of the Company held since January 1, 1997 (in the form mailed to stockholders), (iii) its quarterly reports on Form 10-Q for the quarters ended March 31, 2000, June 30, 2000 and September 30, 2000 and (iv) all other forms, reports, schedules, reports and registration statements and other documents required to be filed by it the Company with the SEC since January 1, 1997 (other than registration statements on Form S-8 or preliminary materials and its Subsidiaries since May 30registration statements in forms not declared effective). The documents described in clauses (i)-(iv) above, 1992 under the Exchange Act or the Securities Act (as such documents have been amended since the time of their filingamended, collectively, are referred to in this Agreement collectively as the "Company SEC Documents"). As of their respective dates or, if amended, as of the date of the last such amendmentdates, the Company SEC Documents, including, without limitation, any including the financial statements and schedules provided therein or schedules included therein incorporated by reference therein, (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 (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act of 1933, as amended (the "Securities Act"), as the case may be, and the applicable rules and regulations of the SEC thereunder. Each of the The consolidated financial state- ments statements included or incorporated by reference in the Company SEC Documents have been prepared from, and are in accordance with, the books and records of the Company and/or 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 otherwise noted therein and except that the notes theretoquarterly 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 (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.

SEC Reports and Financial Statements. The Company has filed with the SEC, and has heretofore made available to Parent CompuCom true and complete copies of, all forms, reports, schedules, statements and other documents required to be filed by it and its Subsidiaries since May 30March 31, 1992 1995, under the Exchange Act or the Securities 33 Act (such forms, reports, schedules, statements and other documents, including any financial statements or schedules included therein, are referred to as such documents have been amended since the time of their filing, collectively, the "Company SEC Documents"). As of their respective dates or, if amended, as of the date of the last such amendment, the The Company SEC Documents, includingat the time filed, without limitation, any financial statements or schedules included therein (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 (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities 33 Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. Each Except to the extent revised or superseded by a subsequently filed Company Filed SEC Document (as defined in Section 5.7) (a copy of which has been made available to CompuCom prior to the date hereof), the Company SEC Documents, 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 are necessary in order to make the statements therein, in light of the consolidated 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 state- ments 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/or its consolidated Subsidiaries, 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 United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved GAAP (except as may be indicated in the notes theretothereto or, in the case of the unaudited statements, as permitted by Forms 10-Q and 8-K of the SEC) and fairly present in all material respects (subject, in the consolidated case of the unaudited statements, to normal, recurring audit adjustments) the financial position of the Company as of the dates thereof 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 thereinthen ended.

SEC Reports and Financial Statements. The Company has filed with the SEC, and has heretofore made available to Parent true and complete copies of, SEC all forms, reports, schedules, statements and other documents required to be filed by it and its Subsidiaries since May 30January 1, 1992 1996 under the Exchange Act or the Securities Act of 1933, as amended (as the "Securities Act")(as such documents have been amended since the time of their filing, collectively, the "Company SEC Documents"). As of their respective dates or, if amended, as of the date of the last such amendment, the Company SEC Documents, including, without limitation, any financial statements or schedules included therein (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 (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. Each None of the consolidated 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 state- ments statements of the Company (the "1998 Financial Statements") included in the Company SEC Documents Company's Annual Report on Form 10-K for the fiscal year ended March 31, 1998, as amended (including the related notes thereto) (the "1998 Form 10-K") have been prepared from, from and are in accordance with, the books and records of the Company and/or and its consolidated Subsidiariessubsidiaries, 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 theretothereto and subject, in the case of quarterly financial statements, to normal and recurring year-end adjustments) 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 subsidiaries as at the dates thereof or for the periods presented therein.

SEC Reports and Financial Statements. The Company has filed with the SEC, and has heretofore made available to Parent true and complete copies of, SEC all forms, reports, schedules, statements and other documents required to be filed by it and its Subsidiaries since May June 30, 1992 under the Exchange Act or the Securities Act 1999 (as such documents have been amended since the time of their filing, collectively, the "Company SEC Documents"). As of their respective dates or, if amended, as of the date of the last such amendment, the Company SEC Documents, including, without limitation, any financial statements or schedules included therein therein, complied in all material respects with the Securities Act of 1933, as amended (a) 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 Company SEC Documents, 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 and (b) complied in all material respects misleading. None of the Company's Subsidiaries is required to file any forms, reports or other documents with the applicable requirements SEC pursuant to Sections 12 or 15 of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations . The financial statements of the SEC thereunder. Each of the consolidated financial state- ments Company included in the Company SEC Documents have been prepared from, and are in accordance with, the books and records of the Company and/or and its consolidated Subsidiariessubsidiaries, 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 subsidiaries as at the dates thereof or for the periods presented therein.

SEC Reports and Financial Statements. The Company has ------------------------------------ filed with the Securities and Exchange Commission (the "SEC") all reports, forms and documents required to be filed by it since January 1, 1994 under the Exchange Act and has heretofore made available to Parent true (i) its Annual Reports on Form 10-K for the fiscal years ended December 31, 1994 and complete copies ofDecember 31, 1995, 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, 1996, respectively, (iii) all proxy statements relating to meetings of stockholders of the Company since January 1, 1994 (in the form mailed to stockholders), (iv) all other forms, reports, schedules, reports and registration statements and other documents required to be filed by it the Company with the SEC since January 1, 1994 (other than registration statements on Form S-8 or Form 8-A, filings on Form T-1 or preliminary materials and its Subsidiaries since May 30registration statements in forms not declared effective) and (v) the unaudited consolidated balance sheet as of December 31, 1992 under 1996 (the Exchange Act or the Securities Act "Balance Sheet"). The documents described in clauses (i)-(iv) above are referred to in this Agreement collectively as such documents have been amended since the time of their filing, collectively, the "Company SEC Documents"). As of their respective dates or, if amended, as of the date of the last such amendmentdates, the Company SEC Documents, including, without limitation, any financial statements or schedules included therein Documents (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 (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act of 1933 (the "Securities Act"), as the case may be, and the applicable rules and regulations of the SEC thereunder. Each of the The consolidated financial state- ments statements included in the Company SEC Documents have been prepared from, and are in accordance with, the books and records of the Company and/or 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, 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 may be indicated in otherwise noted therein and except that the notes theretointerim 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 (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. 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. The Company has filed with the SEC, and has heretofore made available to Parent true and complete copies of, all forms, reports, schedules, statements and other documents reports required to be filed by it and its Subsidiaries since May 30, 1992 under with the SEC pursuant to the Exchange Act or and the Securities Act of 1933, as amended (the "Securities Act"), since January 1, 1994 (as such documents have been amended since the time date of their filing, collectively, the "Company SEC Documents"). As The Company SEC Documents, as of their respective dates orfiling dates, or if amended, as of the date of the last such amendment, the Company SEC Documents, including, without limitation, any financial statements or schedules included therein (a) 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 therein, in light of the circumstances under which they were made, not misleading and misleading. The Company has delivered to Parent or the Purchaser the audited consolidated balance sheet (bincluding the related notes) complied in all material respects with the applicable requirements of the Exchange Act Company and its Subsidiaries as of December 31, 1996 and the Securities Act, as the case may be, audited consolidated statements of operations and the applicable rules and regulations cash flow of the SEC thereunderCompany and its Subsidiaries for the period ended December 31, 1996 (collectively, the "1996 Financial Statements"). Each of the consolidated financial state- ments balance sheets (including the related notes) included in the Company SEC Documents have been prepared from, and are in accordance with, the books and records of the Company and/or its consolidated Subsidiaries, comply 1996 Financial Statements fairly presents in all material respects with applicable accounting requirements and with the published rules and regulations financial position of the Company and its consolidated Subsidiaries as of the respective dates thereof, and the other related statements (including the related notes) included in the Company SEC with respect thereto, have Documents and the 1996 Financial Statements fairly present in all material respects the results of operations and cash flows of the Company and its consolidated Subsidiaries for the respective periods or as of the respective dates set forth therein. Each of the consolidated balance sheets and statements of operations and cash flow (including the related notes) included in the Company SEC Documents and the 1996 Financial Statements has been prepared in all material respects in accordance with United States generally accepted accounting principles ("GAAP") GAAP applied on a consistent basis during the periods involved (involved, except as may be indicated otherwise noted therein and subject, in the notes thereto) and fairly present in all material respects the consolidated case of unaudited interim financial position and the consolidated results of operations and cash flows (and changes in financial positionstatements, if any) of the Company and its consolidated Subsidiaries as at the dates thereof or for the periods presented thereinto normal year-end adjustments.

SEC Reports and Financial Statements. The Company's 1999 Form 10-KSB, 1999 10-QSBs, June 1999 8-K, and 1999 Proxy Statement, copies of which have been filed with or furnished to the Securities and Exchange Commission ("SEC") (collectively, the "SEC Reports"), were when filed with the SEC accurate in all material respects and did not include any untrue statement of material fact or omit to state any material fact necessary to make the statements therein not misleading. The Company has not filed with nor furnished to the SEC any other document since January 1, 1999, except for the preliminary proxy materials relating to the Special Meeting which were filed with the SECSEC on December 30, 1999, and has heretofore made available the definitive proxy materials relating to Parent true such meeting which were filed with the SEC and complete mailed to the Company's shareholders on January 11, 2000. True and correct copies ofof the preliminary and definitive proxy materials have been furnished to Purchasers. The financial statements included in the SEC Reports (the "Financial Statements") present fairly the financial position of the Company at their respective dates and the results of its operations and cash flows for the periods then ended, in conformity with generally accepted accounting principles applied on a consistent basis throughout the periods covered by such statements (subject, in the case of unaudited financial statements, to the absence of notes and year-end adjustments which, in the aggregate, will not be material in amount or effect). The SEC Reports were filed with the SEC in a timely manner and constitute all forms, reports, schedules, statements reports and other documents required to be filed by it and its Subsidiaries since May 30, 1992 the Company under the Act, the Exchange Act Act, and the rules and regulations promulgated thereunder. Except (i) as set forth in the Financial Statements or in the notes attached thereto and (ii) for liabilities incurred in the normal course of business, or in connection with this Agreement or the Securities Act (as such documents have been amended since the time of their filing, collectively, the "Company SEC Documents"). As of their respective dates or, if amended, as of the date of the last such amendmenttransactions contemplated hereby, the Company SEC Documentshas no liabilities or obligations (whether accrued, includingabsolute, without limitationcontingent, any financial statements unliquidated or schedules included therein (a) did otherwise, whether or not contain any untrue statement known, whether due or to become due and regardless 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 (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. Each of the consolidated financial state- ments included in the Company SEC Documents have been prepared from, and are in accordance with, the books and records of the Company and/or 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 as at the dates thereof or for the periods presented thereinwhen asserted).

SEC Reports and Financial Statements. The Company has filed with the SEC, and has heretofore made available to Parent Parent, true and complete copies of, all forms, reports, schedules, statements and other documents required to be filed by it and its Subsidiaries since May April 30, 1992 1995 under the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act") (as such documents have been amended since the time of their filing, collectively, the "Company SEC DocumentsDocu ments"). As of their respective dates or, if amended, as of the date of the last such amendment, the Company SEC Documents, including, without limitation, any financial statements or schedules included therein (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 (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. Each None of the consolidated Company's Subsidiaries is required to file any forms, reports or other documents with the SEC. The financial state- ments statements of the Company included in the Company SEC Documents (the "Financial Statements") have been prepared pre pared from, and are in accordance with, the books and records of the Company and/or 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 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 at of the dates thereof or times and for the periods presented thereinreferred to therein (subject, in the case of unaudited statements, to normal year-end audit adjustments).