Common use of Securities and Exchange Commission Documents Clause in Contracts

Securities and Exchange Commission Documents. Since it registered itself under the Securities Exchange Act of 1934 (the "Exchange Act") on December 6, 1990, the Company has filed all reports, schedules, forms, statements, exhibits and other documents required to be filed by it with the Securities and Exchange Commission (the "Commission") pursuant to the reporting requirements of the Exchange Act (all of the foregoing, together with Registration Statements Nos. 33-37352 and 33-45872, as amended, being referred to herein as the "SEC Documents"). As of their respective dates, the SEC Documents complied in all material respects with the applicable requirements of the Securities Act of 1933 (the "Securities Act") and the Exchange Act and the rules and regulations of the Commission promulgated thereunder applicable to such SEC Documents, and, as of their respective dates, none of the SEC Documents taken as a whole (when read together with all exhibits included therein and financial statement schedules thereto and documents incorporated by reference therein) contained any untrue statement of a material fact or 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. As of their respective dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published results and regulations of the commission with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustment).

Securities and Exchange Commission Documents. Since it registered itself under The Company has made available to the Securities Exchange Act Purchaser a true and complete copy of 1934 (the "Exchange Act") on December 6each report, 1990schedule, registration statement and definitive proxy statement filed by the Company has filed all reports, schedules, forms, statements, exhibits and other documents required to be filed by it with the Securities and Exchange Commission (the "CommissionSEC") pursuant to the reporting requirements of the Exchange Act since January 1, 1997 (all of the foregoing, together with Registration Statements Nos. 33-37352 and 33-45872, as amended, being referred to herein as the "Company SEC Documents")) 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, the Company SEC Documents complied in all material respects with the applicable requirements of the Securities Act, or the Securities and Exchange Act of 1933 (1934, as amended, as the "Securities Act") and the Exchange Act case may be, and the rules and regulations of the Commission promulgated SEC thereunder applicable to such Company SEC Documents, and, as of their respective dates, and none of the Company SEC Documents taken as a whole (when read together with all exhibits included therein and financial statement schedules thereto and documents incorporated by reference therein) contained any untrue statement of a material fact or 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 there were made, not misleading. As of their respective dates, the The financial statements of the Company included in the Company SEC Documents complied as to form in all material respects with applicable accounting requirements and the published results rules and regulations of the commission SEC with respect thereto. Such financial statements , have been prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statementsthereto) and fairly present in all material respects the financial position accordance with applicable requirements of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended GAAP (subject, in the case of unaudited statementsthe Unaudited Financial Statements, to normal year-end audit adjustment)normal, recurring adjustments, none of which are material) the consolidated financial position of the Company and its consolidated subsidiaries as of their respective dates and the consolidated results of operations and the consolidated cash flows of the Company for the periods presented therein.

Securities and Exchange Commission Documents. Since it registered itself under Parent has made available to the Securities Exchange Act Sellers a true and complete copy of 1934 the following Parent documents: (i) its annual report on Form 10-K for the "Exchange Act"fiscal year ended December 31, 1996; (ii) its quarterly report on Form 10-Q for the fiscal quarter ended September 30, 1997; (iii) its current reports on Form 8-K dated January 15, 1997, February 3, 1997, March 24, 1997 and July 3, 1997; (iv) the proxy statement dated December 627, 19901996; and (v) each report, the Company has filed all reportsschedule, schedules, forms, statements, exhibits registration statement and other documents required to be definitive proxy filed by it Parent with the Securities and Exchange Commission (the "CommissionSEC") pursuant since and publicly available prior to the reporting requirements of Closing Date (collectively, the Exchange Act ("PARENT SEC DOCUMENTS"), which are all of the foregoing, together documents (other than preliminary material) that Parent was required to file with Registration Statements Nos. 33-37352 and 33-45872, as amended, being referred to herein as the "SEC Documents")since such date. As of their respective dates, the Parent SEC Documents complied in all material respects with the applicable requirements of the Securities Act of 1933 (the "Securities Act") and , or the Exchange Act Act, as the case may be, and the rules and regulations of the Commission promulgated SEC thereunder applicable to such Parent SEC Documents, andand none of the Parent SEC Documents, as of their respective dates, none of the SEC Documents taken as a whole (when read together with all exhibits included therein and financial statement schedules thereto and documents incorporated by reference therein) contained any untrue statement of a material fact or 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. As None of their respective datesParent's subsidiaries is required to file any forms, reports or other documents with the SEC. The consolidated financial statements of the Company Parent and its subsidiaries included in the Parent SEC Documents complied as to form in all material respects with applicable accounting requirements and the published results rules and regulations of the commission SEC with respect thereto. Such financial statements have been , were prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) or, in the case of the unaudited interim statements, to as permitted by Rule 10-01 of Regulation S-X of the extent they may not include footnotes or may be condensed or summary statementsSEC) and fairly present in all material respects the financial position accordance with applicable requirements of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended GAAP (subject, in the case of the unaudited statements, to normal year-end audit adjustment)recurring adjustments, none of which will be material) the consolidated financial position of Parent and its subsidiaries as of their respective dates and the consolidated results of operations and the consolidated cash flows of Parent and its subsidiaries for the periods presented therein.

Securities and Exchange Commission Documents. Since it registered itself under the Securities Exchange Act of 1934 (the "Exchange Act") on December 6, 1990, Parent has provided the Company has filed with true and complete copies of (i) all reports, schedules, forms, statements, exhibits and other documents required to be filed by it Parent with the Securities and Exchange Commission (the "CommissionParent Commission Documents") pursuant from May 26, 1999 through the date hereof (the "Filing Period") and (ii) any amendments or modifications to the reporting requirements of Parent Commission Documents which have not yet been filed with the Securities and Exchange Act (all of the foregoing, together with Registration Statements Nos. 33-37352 and 33-45872, as amended, being referred Commission but are required to herein as the "SEC Documents")be filed. As of their respective filing dates, the SEC Parent Commission Documents complied in all material respects with the applicable requirements of the Securities Exchange Act of 1933 (the "Securities Act") 1934, as amended, and the Exchange Securities Act and the rules and regulations of the Commission promulgated thereunder applicable to such SEC Documents, and1933, as of their respective datesamended, and none of the SEC Parent Commission Documents taken as a whole (when read together with all exhibits included therein and financial statement schedules thereto and documents incorporated by reference therein) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under in which they were made, not misleadingmisleading except to the extent corrected by a subsequently filed Parent Commission Document prior to the date hereof. As The financial statements of Parent, including the notes thereto, included in the Parent Commission Documents (the "Parent Financial Statements") were complete and correct in all material respects as of their respective dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and with the published results rules and regulations of the commission Securities and Exchange Commission with respect thereto. Such financial statements thereto as of their respective dates, and have been prepared in accordance with generally accepted accounting principles applied on a basis consistent basis during throughout the periods involved indicated and consistent with each other (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) or, in the case of unaudited interim statementsstatements included in Quarterly Reports on Form 10-Q, to as permitted by Form 10-Q of the extent they may not include footnotes or may be condensed or summary statements) Securities and Exchange Commission). The Parent Financial Statements fairly present in all material respects the consolidated financial position condition and operating results of the Company as of Parent and its subsidiaries at the dates thereof and the results of its operations and cash flows for during the periods then ended indicated therein (subject, in the case of unaudited statements, to normal normal, recurring year-end audit adjustmentadjustments). There has been no change in Parent accounting policies except as described in the notes to the Parent Financial Statements. Except as described in the Parent Commission Documents, to the best of Parent's knowledge, there is no action, suit, claim or proceeding of any nature pending against Parent.

Securities and Exchange Commission Documents. Since it registered itself under the Securities Exchange Act of 1934 (the "Exchange Act") on December 6, 1990, the The Company has filed all required reports, schedules, forms, statements, exhibits statements and other documents required to be filed by it with the Securities and Exchange Commission (the "Commission") pursuant to the reporting requirements any of the Exchange Act (all of the foregoing, together with Registration Statements Nos. 33-37352 and 33-45872, as amended, being foregoing are referred to herein as the "SEC Documents"). As of their respective dates, the SEC Documents complied in all material respects with the applicable requirements of the Securities Act, or the Securities Exchange Act of 1933 1934, as amended (the "Securities Exchange Act") and ), as the Exchange Act case may be, and the rules and regulations of the Commission promulgated thereunder applicable to such SEC Documents, and, as of their respective datesand to the Company's and Subsidiary's knowledge, none of the SEC Documents taken as a whole (when read together with all exhibits included therein and financial statement schedules thereto and documents incorporated by reference therein) contained any untrue statement of a material fact or 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. As Except to the extent that information contained in any SEC Document has been revised or superseded by a later filed SEC Document, to the Company's and Subsidiary's knowledge, none of their respective datesthe SEC Documents currently contains any untrue statement of a material fact at the time that it was made or omits to state any material fact required to be stated therein or necessary in order to make the statements therein as of the date thereof, in light of the circumstances under which they were made, not misleading. The financial statements of the Company and Subsidiary, included in the SEC Documents complied comply as to form in all material respects with applicable accounting requirements and the published results rules and regulations of the commission Commission with respect thereto. Such financial statements , have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-QSB of the Commission) applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statementsthereto) and fairly present in all material respects the consolidated financial position of the Company Company, Subsidiary and their consolidated Subsidiaries as of the dates thereof and the consolidated results of its their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustmentadjustments).. All of the SEC Documents have been provided to the Purchasers. As used in this Agreement, the term "