Common use of Securities and Exchange Commission Reports Clause in Contracts

Securities and Exchange Commission Reports. (a) WinStar has filed all forms, reports, statements and other documents required to be filed with the Commission and has heretofore made available to the GoodNet Parties, in the same form filed with the Commission, together with any amendments thereto, copies of its (i) Transition Report on Form 10-K for the ten months ended December 31, 1995 and Annual Report on Form 10-K for the year ended December 31, 1996 and all Quarterly Reports on Form 10-Q filed since January 1, 1996, (ii) all proxy statements relating to meetings of stockholders (whether annual or special) since January 1, 1996, (iii) all reports on Form 8-K since January 1, 1996 and (iv) all other reports or registration statements (as of their respective effective dates) filed by WinStar since January 1, 1996 (collectively, the "WinStar Reports"). As of their respective filing dates, the WinStar Reports (i) complied as to form in all material respects with the requirements of the Exchange Act and the Securities Act and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (b) The financial statements of the WinStar Companies for the ten months ended December 31, 1995 and the year ended December 31, 1996 audited and reported on by Xxxxx Xxxxxxxx and unaudited financial statements of the WinStar Companies for the nine months ended September 30, 1997 (collectively, the "WinStar Financial Statements") are contained in the Annual Report on Form 10-K for the year ended December 31, 1996 and the Quarterly Report on Form 10-Q for the quarter ended September 30, 1997, respectively, each of which has been delivered to the GoodNet Parties as part of the WinStar Reports. The WinStar Financial Statements, including all related notes and schedules thereto, fairly present in all material respects the consolidated financial position of the WinStar Companies as at the respective dates thereof and the consolidated results of operations and cash flows of the WinStar Companies for the periods indicated in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be noted therein) and subject, in the case of interim financial statements, to normal year-end adjustments.

Securities and Exchange Commission Reports. (a) WinStar LSAI has filed in a timely ------------------------------------------ manner (except the late filing of Form 8-K/A in March 1995 with respect to an acquisition that occurred on December 1, 1994) any and all forms, reports, statements and other documents reports required to be filed with pursuant to Sections 13, 14 and 15(d) of the Commission and has heretofore made available to Securities Exchange Act of 1934, as amended (the GoodNet Parties, in the same form filed with the Commission, together with any amendments thereto, copies of its (i) Transition Report on Form 10-K for the ten months ended December 31, 1995 and Annual Report on Form 10-K for the year ended December 31, 1996 and all Quarterly Reports on Form 10-Q filed since January 1, 1996, (ii) all proxy statements relating to meetings of stockholders (whether annual or special"Exchange Act") since January 1September 27, 19961994. At the respective times of filing thereof, (iii) all none of such reports on Form 8-K since January 1, 1996 and (iv) all other reports or registration statements (as of their respective effective dates) filed by WinStar since January 1, 1996 (collectively, the "WinStar Reports"). As of their respective filing dates, the WinStar Reports (i) complied as to form in all material respects with the requirements of the Exchange Act and the Securities Act and (ii) did not contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances circumstance under which they were made, not misleading. . Each audited and unaudited financial statement (band the notes relating thereto) The contained in such reports was prepared in accordance with generally accepted accounting principles consistently applied (except as otherwise indicated therein) and fairly presents the financial condition of LSAI as of the date thereof and the related results of operations, stockholders' equity, and cash flows and changes in financial position, as applicable, of LSAI for and during the period covered thereby. Each unaudited financial statement (and the notes relating thereto) contained in such reports was prepared on the same basis as the audited financial statements and included all necessary adjustments, consisting only of normal recurring accruals, and fairly presents the financial condition of LSAI as of the WinStar Companies date thereof and the related results of operations, stockholders' equity, and cash flows or changes in financial position, as applicable, of LSAI for and during the period covered thereby. LSAI has delivered to the NPLI Shareholders true and correct copies of LSAI's annual report on Form 10-KSB for the ten months ended December 31, 1995 and the fiscal year ended December 31, 1996 audited 1994 and reported LSAI's quarterly reports on by Xxxxx Xxxxxxxx and unaudited financial statements Form 10-QSB for each of the WinStar Companies for the nine months calendar quarters ended September 30, 1997 (collectively1994, the "WinStar Financial Statements") are contained in the Annual Report on Form 10-K for the year ended December March 31, 1996 June 30 and the Quarterly Report on Form 10-Q for the quarter ended September 30, 1997, respectively, each 1995. LSAI did not hold any annual or special meeting of which has been delivered to the GoodNet Parties as part of the WinStar Reports. The WinStar Financial Statements, including all related notes and schedules thereto, fairly present in all material respects the consolidated financial position of the WinStar Companies as at the respective dates thereof and the consolidated results of operations and cash flows of the WinStar Companies for the periods indicated in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be noted therein) and subject, in the case of interim financial statements, to normal year-end adjustmentsits shareholders during 1994 or 1995.

Securities and Exchange Commission Reports. (a) WinStar AMS has filed in a timely ------------------------------------------ manner any and all forms, reports, statements and other documents reports required to be filed with pursuant to Sections 13, 14 and 15(d) of the Commission and has heretofore made available to the GoodNet PartiesSecurities Exchange Act of 1934, in the same form filed with the Commission, together with any amendments thereto, copies of its as amended (i) Transition Report on Form 10-K for the ten months ended December 31, 1995 and Annual Report on Form 10-K for the year ended December 31, 1996 and all Quarterly Reports on Form 10-Q filed since January 1, 1996, (ii) all proxy statements relating to meetings of stockholders (whether annual or special) since January 1, 1996, (iii) all reports on Form 8-K since January 1, 1996 and (iv) all other reports or registration statements (as of their respective effective dates) filed by WinStar since January 1, 1996 (collectively, the "WinStar ReportsExchange Act"). As At the respective times of their respective filing datesthereof, the WinStar Reports (i) complied as to form in all material respects with the requirements none of the Exchange Act and the Securities Act and (ii) did not contain such reports contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances circumstance under which they were made, not misleading. . Each audited and unaudited financial statement (band the notes relating thereto) The contained in such reports was prepared in accordance with generally accepted accounting principles consistently applied (except as otherwise indicated therein) and fairly presents the financial condition of AMS as of the date thereof and the related results of operations, stockholders' equity, and cash flows and changes in financial position, as applicable, of AMS for and during the period covered thereby. Each unaudited financial statement (and the notes relating thereto) contained in such reports was prepared on the same basis as the audited financial statements and included all necessary adjustments, consisting only of normal recurring accruals, and fairly presents the financial condition of AMS as of the WinStar Companies date thereof and the related results of operations, stockholders' equity, and cash flows or changes in financial position, as applicable, of AMS for and during the period covered thereby. AMS has delivered to each of the CII Shareholders true and correct copies of AMS's annual report on Form 10-KSB for the ten months ended December 31, 1995 and the fiscal year ended December 31, 1996 audited 1995, and reported AMS's quarterly reports on by Xxxxx Xxxxxxxx and unaudited financial statements of the WinStar Companies Form 10-QSB for the three months ended March 31, 1996, six months ended June 30, 1996, and nine months ended September 30, 1997 (collectively, the "WinStar Financial Statements") are contained in the Annual Report on Form 10-K for the year ended December 31, 1996 and the Quarterly Report on Form 10-Q for the quarter ended September 30, 1997, respectively, each of which has been delivered to the GoodNet Parties as part of the WinStar Reports. The WinStar Financial Statements, including all related notes and schedules thereto, fairly present in all material respects the consolidated financial position of the WinStar Companies as at the respective dates thereof and the consolidated results of operations and cash flows of the WinStar Companies for the periods indicated in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be noted therein) and subject, in the case of interim financial statements, to normal year-end adjustments1996.

Securities and Exchange Commission Reports. (a) WinStar During the three prior ------------------------------------------ years ended December 31, 1996, AMS has filed in a timely manner any and all forms, reports, statements and other documents reports required to be filed with the Commission pursuant to Sections 13, 14 and has heretofore made available to the GoodNet Parties, in the same form filed with the Commission, together with any amendments thereto, copies of its (i15(d) Transition Report on Form 10-K for the ten months ended December 31, 1995 and Annual Report on Form 10-K for the year ended December 31, 1996 and all Quarterly Reports on Form 10-Q filed since January 1, 1996, (ii) all proxy statements relating to meetings of stockholders (whether annual or special) since January 1, 1996, (iii) all reports on Form 8-K since January 1, 1996 and (iv) all other reports or registration statements (as of their respective effective dates) filed by WinStar since January 1, 1996 (collectively, the "WinStar Reports"). As of their respective filing dates, the WinStar Reports (i) complied as to form in all material respects with the requirements of the Exchange Act and Act. At the Securities Act and (ii) did not contain respective times of filing thereof, none of such reports contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances circumstance under which they were made, not misleading. . Each audited and unaudited financial statement (band the notes relating thereto) The contained in such reports was prepared in accordance with generally accepted accounting principles consistently applied (except as otherwise indicated therein) and fairly presents the financial condition of AMS as of the date thereof and the related results of operations, stockholders' equity, and cash flows and changes in financial position, as applicable, of AMS for and during the period covered thereby. Each unaudited financial statement (and the notes relating thereto) contained in such reports was prepared on the same basis as the audited financial statements and included all necessary adjustments, consisting only of normal recurring accruals, and fairly presents the financial condition of AMS as of the WinStar Companies date thereof and the related results of operations, stockholders' equity, and cash flows or changes in financial position, as applicable, of AMS for and during the period covered thereby. AMS has delivered to the Selling Group Shareholders and SSII, SPII, NWI, and NII true and correct copies of AMS's annual report on Form 10-KSB for the ten months fiscal year ended December 31, 1995 and the year ended December 31, 1996 audited and reported on by Xxxxx Xxxxxxxx and unaudited financial statements of the WinStar Companies for the nine months ended September 30, 1997 (collectively, the "WinStar Financial Statements") are contained in the Annual Report AMS's quarterly reports on Form 10-K QSB for each of the year calendar quarters ended December March 31, 1996 June 30 and the Quarterly Report on Form 10-Q for the quarter ended September 30, 1997, respectively, each of which has been delivered to the GoodNet Parties as part of the WinStar Reports. The WinStar Financial Statements, including all related notes and schedules thereto, fairly present in all material respects the consolidated financial position of the WinStar Companies as at the respective dates thereof and the consolidated results of operations and cash flows of the WinStar Companies for the periods indicated in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be noted therein) and subject, in the case of interim financial statements, to normal year-end adjustments1996.

Securities and Exchange Commission Reports. (a) WinStar The Parent has filed all forms, reports, statements and other documents required to be filed with under the Commission Securities Act and the Exchange Act and has heretofore made available to the GoodNet PartiesTarget, in the same form filed with the with the Securities and Exchange Commission ("Commission"), together with any amendments thereto, copies of its (i) Transition Report on Form 10-K for the ten months ended December 31, 1995 and Annual Report on Form 10-K for the year ended December August 31, 1996 2002 and all (ii) its Quarterly Reports on Form 10-Q filed since January 1for the three and nine month periods ended May 31, 1996, (ii) all proxy statements relating to meetings of stockholders (whether annual or special) since January 1, 1996, (iii) all reports on Form 8-K since January 1, 1996 and (iv) all other reports or registration statements (as of their respective effective dates) filed by WinStar since January 1, 1996 2003 (collectively, the "WinStar Parent Reports"). As of their respective filing dates, the WinStar Parent Reports (i) complied as to form in all material respects with the requirements of the Securities Act and Exchange Act and the Securities Act and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements statement therein, in the light of the circumstances under which they were made, not misleading. (b) The audited financial statements of the WinStar Companies Parent for the ten months ended December 31, 1995 and the year ended December August 31, 1996 audited and reported on by Xxxxx Xxxxxxxx and unaudited financial statements of the WinStar Companies for the nine months ended September 30, 1997 (collectively, the "WinStar Financial Statements") 2002 are contained in the Annual Report on Form 10-K for the year ended December August 31, 1996 2002 and the unaudited financial statements of the Parent for the nine months ended May 31, 2003 are contained in the Quarterly Report on Form 10-Q for the quarter nine month period ended September 30May 31, 19972003. The Parent also has provided the Target with the Parent's unaudited balance sheet as of August 31, respectively2003 ("Parent's August 31, each of which has been delivered 2003 Balance Sheet"). The financial statements contained in the aforementioned 10-K and 10-Q and the Parent's August 31, 2003 Balance Sheet are referred to herein collectively as the "Parent Financial Statements." The Parent Financial Statements (other than with respect to the GoodNet Parties as part of the WinStar Reports. The WinStar Financial StatementsParent's August 31, 2003 Balance Sheet), including all related notes and schedules thereto, fairly present in all material respects the consolidated financial position of the WinStar Companies Parent as at the respective dates thereof and the consolidated results of operations and cash flows of the WinStar Companies Parent for the periods indicated in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be noted therein) and subject, in the case of interim financial statements, to normal year-end adjustments. The Parent's August 31, 2003 Balance Sheet fairly presents in all the material respects the consolidated financial position of the Parent as of the date therein, subject to normal year-end adjustments. (c) Neither of the Parent Parties has any debts, liabilities, commitments or obligations (including, without limitation, any unasserted claims for which there are circumstances known to or which should reasonably be known to exist by the Parent) that could serve as a basis therefor, whether absolute or contingent, liquidated or unliquidated, matured or unmatured, or due or to become due or otherwise, except for liabilities and obligations (a) reflected as liabilities on Parent's August 31, 2003 Balance Sheet, or (b) that have arisen since August 31, 2003 in the ordinary course of business of the Parent Parties, consistent with prior practice.

Securities and Exchange Commission Reports. (a) WinStar Big City has filed all forms, reports, statements and other documents required to be filed with the Commission and has heretofore made available to the GoodNet Target Corporation Parties, in the same form filed with the Commission, together with any amendments thereto, copies of its (i) Transition Report on Form 10-K for the ten months ended December 31, 1995 and Annual Report on Form 10-K for the year ended December 31, 1996 1998 and all Quarterly Reports on Form 10-Q filed since January 1, 1996, 1999 and (ii) all proxy statements relating to meetings of stockholders (whether annual or special) since January 1, 1996, (iii) all reports on Form 8-K since January 1, 1996 and (iv) all other reports or registration statements (as of their respective effective dates) filed by WinStar since January 1, 1996 1999 (collectively, the "WinStar Big City Reports"). As of their respective filing dates, the WinStar Big City Reports (i) complied as to form in all material respects with the requirements of the Securities Act and Exchange Act and the Securities Act and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements statement therein, in the light of the circumstances under which they were made, not misleading. (b) The financial statements of the WinStar Big City Companies for the ten months ended December 31, 1995 and the year ended December 31, 1996 1998 audited and reported on by Xxxxx Xxxxxxxx and unaudited financial statements of the WinStar Companies for the nine months ended September 30Richard A. Eisner & Company, 1997 LLP (collectively, the "WinStar Financial StatementsBig City Financiax Xxxxxxxxxx") are xxe contained in the Annual Report on Form 10-K for the year ended December 31, 1996 and the Quarterly Report on Form 10-Q for the quarter ended September 30, 1997, respectively, each of 1998 which has been delivered to the GoodNet Target Corporation Parties as part of the WinStar Big City Reports. The WinStar Big City Financial Statements, including all related notes and schedules thereto, fairly present in all material respects the consolidated financial position of the WinStar Big City Companies as at the respective dates thereof and the consolidated results of operations and cash flows of the WinStar Big City Companies for the periods indicated in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be noted therein) and subject, in the case of interim financial statements, to normal year-end adjustments.