Common use of SEC Reports, Financial Information, Books and Records Clause in Contracts

SEC Reports, Financial Information, Books and Records. (a) The Company has filed with the SEC true and complete copies of each form, registration statement, report, schedule, proxy or information statement and other information statement and other document (including exhibits and amendments thereto) required to be filed by it or its predecessors with the SEC since December 31, 1997 under the Securities Act or the Exchange Act (collectively, the "COMPANY SEC REPORTS"). As of the respective dates such Company SEC Reports were filed, each of the Company SEC Reports, including without limitation any financial statements or schedules included therein, (a) complied in all material respects with all applicable requirements of the Securities Act and the Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and (b) 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. Except as disclosed in Section 3.07(a) of the Disclosure Letter, no event since the date of the last Company SEC Report has occurred that would require the Company to file a Current Report on Form 8-K. (b) Each of the audited consolidated balance sheets of the Company for each of the fiscal years ended as of December 31, 1998, December 31, 1999 and December 31, 2000, and the related audited consolidated and combined statements of operations and cash flows, and the related audited consolidated statements of changes in partners' capital of the Company, together with all related notes and schedules thereto, accompanied by the reports thereon of the Company's accountants included in the Company SEC Reports and the unaudited consolidated balance sheet of the Company for the fiscal quarter ended March 31, 2001 (collectively referred to herein as the "COMPANY FINANCIAL STATEMENTS") (i) were prepared from, and are in accordance with, the books of account and other financial records of the Company, (ii) present fairly the consolidated financial position of the Company and the Company Subsidiaries as of the dates thereof and the consolidated results of operations and cash flows and changes in partners' capital of the Company and the Company Subsidiaries for the periods covered thereby, subject, in the case of unaudited financial statements, to normal year- end adjustments, (iii) have been prepared in accordance with U.S. GAAP applied on a basis consistent with the past practices of the Company and (iv) comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. (c) The books of account and other financial records of the Company and the Company Subsidiaries (i) are complete and correct in all material respects, and do not contain or reflect any material inaccuracies or discrepancies and (ii) have been maintained in all material respects in accordance with good business and accounting practices and in accordance with U.S. GAAP.

SEC Reports, Financial Information, Books and Records. (a) The Company has filed with the SEC and has heretofore made available to Parent true and complete copies of of, each form, registration statement, report, schedule, proxy or information statement and other information statement and other document (including exhibits Exhibits and amendments thereto) ), including without limitation its Annual Reports to Stockholders incorporated by reference in certain of such reports, required to be filed by it or its predecessors with the SEC since December 31, 1997 1996 under the Securities Act or the Exchange Act (collectively, the "COMPANY SEC REPORTS"). As of the respective dates such Company SEC Reports were filed or, if any such Company SEC Reports were amended, as of the date such amendment was filed, each of the Company SEC Reports, including without limitation any financial statements or schedules included therein, (a) complied in all material respects with all applicable requirements of the Securities Act and the Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and (b) 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. Except as disclosed in Section 3.07(a) of the Disclosure Letter, no event since the date of the last Company SEC Report has occurred that would require the Company to file a Current Report on Form 8-K.. (b) Each of the audited consolidated balance sheets of the Company for each of the three fiscal years ended as of December 31, 19981997, December 31, 1999 1998 and December 31, 2000, and the related audited consolidated and combined statements of operations and cash flows1999, and the related audited consolidated statements of changes in partners' capital operations and cash flows of the Company, together with all related notes and schedules thereto, accompanied by the reports thereon of the Company's accountants (collectively referred to herein as the "FINANCIAL Statements") included in the Company SEC Reports and (ii) the unaudited consolidated balance sheet of the Company for as of September 30, 2000, and the fiscal quarter ended March 31related consolidated statement of operations, 2001 together with all related notes and schedules thereto (collectively referred to herein as the "COMPANY INTERIM FINANCIAL STATEMENTS") included in the Company SEC Reports (i) were prepared from, and are in accordance with, the books of account and other financial records of the Company, (ii) present fairly the consolidated financial position of the Company and the Company Subsidiaries as of the dates thereof and the consolidated results of operations and cash flows and changes in partners' capital of the Company and the Company Subsidiaries for the periods covered thereby, subject, in the case of unaudited financial statements, to normal year- year-end adjustments, (iii) have been prepared in accordance with U.S. GAAP applied on a basis consistent with the past practices of the Company and (iv) comply in all material respects respect with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. (c) The books of account and other financial records of the Company and the Company Subsidiaries (i) are complete and correct in all material respectscorrect, and do not contain or reflect any material inaccuracies or discrepancies and (ii) have been maintained in all material respects in accordance with good business and accounting practices and in accordance with U.S. GAAP.

SEC Reports, Financial Information, Books and Records. (a) The Company has filed with the SEC and has heretofore made available to Parent true and complete copies of of, each form, registration statement, report, schedule, proxy or information statement and other information statement and other document (including exhibits Exhibits and amendments thereto) ), including without limitation its Annual Reports to Stockholders incorporated by reference in certain of such reports, required to be filed by it or its predecessors with the SEC since December 31, 1997 1996 under the Securities Act or the Exchange Act (collectively, the "COMPANY SEC REPORTS"). As of the respective dates such Company SEC Reports were filed or, if any such Company SEC Reports were amended, as of the date such amendment was filed, each of the Company SEC Reports, including without limitation any financial statements or schedules included therein, (a) complied in all material respects with all applicable requirements of the Securities Act and the Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and (b) 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. Except as disclosed in Section 3.07(a) of the Disclosure Letter, no event since the date of the last Company SEC Report has occurred that would require the Company to file a Current Report on Form 8-K.. (b) Each of the audited consolidated balance sheets of the Company for each of the three fiscal years ended as of December 31, 19981997, December 31, 1999 1998 and December 31, 2000, and the related audited consolidated and combined statements of operations and cash flows1999, and the related audited consolidated statements of changes in partners' capital operations and cash flows of the Company, together with all related notes and schedules thereto, accompanied by the reports thereon of the Company's accountants (collectively referred to herein as the "FINANCIAL STATEMENTS") included in the Company SEC Reports and (ii) the unaudited consolidated balance sheet of the Company for as of September 30, 2000, and the fiscal quarter ended March 31related consolidated statement of operations, 2001 together with all related notes and schedules thereto (collectively referred to herein as the "COMPANY INTERIM FINANCIAL STATEMENTS") included in the Company SEC Reports (i) were prepared from, and are in accordance with, the books of account and other financial records of the Company, (ii) present fairly the consolidated financial position of the Company and the Company Subsidiaries as of the dates thereof and the consolidated results of operations and cash flows and changes in partners' capital of the Company and the Company Subsidiaries for the periods covered thereby, subject, in the case of unaudited financial statements, to normal year- year-end adjustments, (iii) have been prepared in accordance with U.S. GAAP applied on a basis consistent with the past practices of the Company and (iv) comply in all material respects respect with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. (c) The books of account and other financial records of the Company and the Company Subsidiaries (i) are complete and correct in all material respectscorrect, and do not contain or reflect any material inaccuracies or discrepancies and (ii) have been maintained in all material respects in accordance with good business and accounting practices and in accordance with U.S. GAAP.