Common use of Securities and Exchange Commission Filings Clause in Contracts

Securities and Exchange Commission Filings. Key has made available to OFS ES true and complete copies (excluding exhibits) of its (a) Annual Report on Form 10-K for the fiscal year ended December 31, 2009, as filed with the SEC, (b) Quarterly Report on Form 10-Q for the quarter ended March 31, 2010, as filed with the SEC, (c) Current Reports on Form 8-K, as filed with the SEC subsequent to December 31, 2009 and prior to the date hereof, and (d) proxy statements relating to all meetings of its stockholders (whether annual or special) since December 31, 2009 (collectively, the “Key SEC Filings”). Key has filed with the SEC all reports required to be filed by Key after December 31, 2009 pursuant to Section 13(a) of the Exchange Act. Each Key SEC Filing at the time of its filing with the SEC conformed in all material respects to the requirements of the Exchange Act and the rules and regulations of the SEC thereunder, and none of the Key SEC Filings at the time of its filing contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The financial statements of Key included in the Key SEC Filings complied as to form in all material respects with published rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto or, in the case of unaudited financial statements, as permitted under Form 10-Q or Form 8-K under the Exchange Act) and fairly presented in all material respects the consolidated financial position of Key and its consolidated subsidiaries as of the respective dates hereof and the consolidated results of Key’s operations and cash flows for the periods indicated (subject to, in the case of unaudited statements, to normal and recurring year end audit adjustments). As of the date hereof, Key is not an ineligible issuer and is a well-known seasoned issuer, in each case, as defined in Rule 405 under the Securities Act.

Securities and Exchange Commission Filings. Key Buyer has made available to OFS ES Seller true and complete copies (excluding exhibits) of its (ai) Annual Report on Form 10-K for the fiscal year ended December 31, 20092000, as filed with the SEC, (bii) Quarterly Report on Form 10-Q for the quarter ended March 31, 20102001, as filed with the SEC, (ciii) Current Reports on Form 8-K, as filed with the SEC subsequent to December 31, 2009 and prior to the date hereof2000, and (div) proxy statements relating to all meetings of its stockholders (whether annual or special) since December 31, 2009 2000 (collectively, the “Key "Buyer SEC Filings”"). Key Buyer ----------------- has filed with the SEC all reports required to be filed by Key Buyer after December 31, 2009 2000 pursuant to Section 13(a) of the Exchange Act. Each Key Buyer SEC Filing at the time of its filing with the SEC conformed in all material respects to the requirements of the Exchange Act and the rules and regulations of the SEC thereunder, and none of the Key Buyer SEC Filings at the time of its filing contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The financial statements ; and any reports filed by Buyer pursuant to Section 13(a) of Key included in the Key SEC Filings complied as Exchange Act after the date hereof and prior to form the Closing, at the time such reports are filed with the SEC, will conform in all material respects with published to the requirements of the Exchange Act and the rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP applied on thereunder and will not contain an untrue statement of a consistent basis throughout material fact or omit to state a material fact necessary to make the periods indicated (except as may be indicated in the notes thereto orstatements therein, in the case light of unaudited financial statementsthe circumstances under which they were made, as permitted under Form 10-Q or Form 8-K not misleading. Buyer's filings with the SEC under the Exchange Act) and fairly presented in all material respects Act that are available to the consolidated financial position of Key and its consolidated subsidiaries public as of the respective dates hereof Closing, as amended and the consolidated results of Key’s operations and cash flows for the periods indicated (subject to, in the case of unaudited statements, to normal and recurring year end audit adjustments). As supplemented as of the date hereofClosing, Key is will not an ineligible issuer and is contain any untrue statement of a well-known seasoned issuer, material fact or omit to state a material fact necessary in each case, as defined in Rule 405 under order to make the Securities Actstatements therein not misleading.

Securities and Exchange Commission Filings. Key has made available to OFS ES true and complete copies (excluding exhibits) of its (a) Annual Report on Form 10-K for True and ------------------------------------------ complete copies of all reports, registration statements, definitive proxy statements and other documents, including all amendments to any of the fiscal year ended December 31, 2009, as foregoing (collectively the "Commission Filings") filed by the Company with the SEC, Securities and Exchange Commission (bthe "Commission") Quarterly Report on Form 10-Q for have been furnished to Display Group by the quarter ended March 31, 2010, as filed with Company. The Commission Filings constitute all of the SEC, (c) Current Reports on Form 8-K, as filed with the SEC subsequent to December 31, 2009 and prior to the date hereof, and (d) proxy statements relating to all meetings of its stockholders (whether annual or special) since December 31, 2009 (collectively, the “Key SEC Filings”). Key has filed with the SEC all reports documents required to be filed by Key after December 31, 2009 pursuant to Section 13(a) of the Exchange Act. Each Key SEC Filing at the time of its filing Company with the SEC conformed Commission during the last five years. As of their respective dates, each of such Commission Filings complied in all material respects to with the applicable requirements of the Securities Act of 1933 and the Securities Exchange Act and the rules and regulations of the SEC thereunder1934, and none of the Key SEC such Commission Filings at the time contained as of its filing contained an such date any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The . (b) When filed with the Commission, the financial statements of Key included in the Key SEC Commission Filings filed during the three-year period ending on the date of this Agreement complied as to form in all material respects with published the applicable rules and regulations of the SEC with respect thereto, Commission and were prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis throughout the periods indicated (except as may be indicated therein or in the notes thereto oror schedules thereto), and such financial statements fairly present the financial position of the Company as at the dates thereof and the results of its operations and its cash flows for the periods then ended, subject, in the case of the unaudited interim financial statements, as permitted under to normal, recurring year-end audit adjustments. Except to the extent reflected or reserved against in the financial statements included in the Company's Quarterly Report on Form 10-Q or Form 8-K under the Exchange Act) and fairly presented in all material respects the consolidated financial position of Key and its consolidated subsidiaries as of the respective dates hereof and the consolidated results of Key’s operations and cash flows for the periods indicated quarter ended December 31, 1996 (subject tothe "10-Q"), the Company does not have any liability or obligation of any kind, whether accrued, absolute, contingent, unliquidated or other and whether due or to become due (including any liability for breach of contract, breach of warranty, torts, infringements, claims or lawsuits), other than liabilities for debt included in the Exchanged Assets and immaterial liabilities incurred since December 31, 1996, in the case ordinary course of unaudited statementsbusiness. Since December 31, to normal and recurring year end audit adjustments1996, the Company has not entered into any agreement (other than this Agreement). As , or transaction outside of the date hereofordinary course of business, Key is or declared or paid any dividend or acquired or committed to acquire any of its capital stock (other than pursuant to this Agreement) and there has not an ineligible issuer and is a well-known seasoned issuerbeen any material adverse change in the Company's financial position, in each case, as defined in Rule 405 under the Securities Actresults of operations or prospects.