Common use of Securities Filings; Financial Statements Clause in Contracts

Securities Filings; Financial Statements. Each registration ---------------------------------------- statement, proxy statement, or report filed and not withdrawn since January 1, 1995, by JWCFS with the Commission under the Securities Act or the Exchange Act did not, on the date of effectiveness in the case of each such registration statement, or on the later of the date of filing of each such report or any subsequent amendment thereof in the case of each such report, or on the date of mailing in the case of each such proxy or information statement, contain an 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 light of the circumstances under which they were made, not misleading. Copies of each such registration statement, report, and proxy or information statement (the "Securities Filings") have been furnished to Genesis by JWCFS, and such copies are accurate and complete copies thereof (excluding exhibits). Since January 1, 1995, JWCFS has filed all documents required to be filed by it with the Commission pursuant to Sections 13 and 14(a) of the Exchange Act, and all such documents complied in all material respects as to form with applicable requirements of law. JWCFS's Annual Report on Form 10-K, as amended, for its fiscal year ended December 31, 1996 (the "Annual Report") includes, among other things, JWCFS's audited consolidated financial statements at December 31, 1996, and for the three years then ended (the "JWCFS Financial Statements"), and JWCFS' Quarterly Report on Form 10-Q for the quarter ended September 30, 1997 (the "Third Quarter 10-Q"), xxxxxxxx xxxxxxxxx xxxxxxxxxxxd financial statements for the nine months ended on that date. The financial statements contained in the Annual Report and the Third Quarter 10-Q have been prepared in conformity with GAAP, consistently applied, and present fairly the consolidated financial position of JWCFS at the respective dates indicated and the consolidated results of its operations and changes in its cash flow position for each of the respective periods indicated.

Securities Filings; Financial Statements. Each The Company and the Shareholders have had available to them true and complete copies of all reports, statements and registration ---------------------------------------- statement, proxy statement, or report statements and amendments thereto filed and not withdrawn since January 1, 1995, by JWCFS Thermal Tennis with the Securities and Exchange Commission under since the Securities Act or inception of the Exchange Act did not, on Thermal Tennis (the date of effectiveness in the case of each such registration statement, or on the later of “SEC Reports”). Since the date of filing of each such report the registration statement on Form S-1 on May 13, 2008, Thermal Tennis and its subsidiaries have filed all forms, reports, statements and other documents required to be filed with (A) the SEC including, (i) all Annual Reports on Form 10-K, (ii) all Quarterly Reports on Form 10-Q, (iii) all proxy, information or consent solicitation statements relating to meetings of stockholders or consents in lieu thereof (whether annual or special), (iv) all Current Reports on Form 8-K, and (v) all other reports, schedules, registration statements or other documents (collectively referred to as the SEC Reports); and (B) any subsequent amendment thereof in the case of each such reportapplicable state or provincial securities authorities and all forms, reports, statements and other documents required to be filed with any other applicable federal, state, or on provincial regulatory authorities, except where the failure to file any such forms, reports, statements or other documents would not have a material adverse effect. As of their respective dates, or as of the date of mailing in the case last amendment thereof, if amended after filing, none of each such proxy or information statementthe SEC Reports (including all schedules thereto and disclosure documents incorporated by reference therein), contain an contains any untrue statement of a material fact or omit to state omitted a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Copies of each such registration statement, report, and proxy or information statement (the "Securities Filings") have been furnished to Genesis by JWCFS, and such copies are accurate and complete copies thereof (excluding exhibits). Since January 1, 1995, JWCFS has filed all documents required to be filed by it with the Commission pursuant to Sections 13 and 14(a) Each of the Exchange ActSEC Reports as of the time of filing or as of the date of the last amendment thereof, and all such documents if amended after filing, complied in all material respects as to form with applicable requirements the Exchange Act or the Securities Act of law. JWCFS's Annual Report on Form 10-K1933, as amended, for its fiscal year ended December 31, 1996 amended (the "Annual Report") includes“Securities Act”), among other things, JWCFS's audited as applicable. The consolidated financial statements at December 31, 1996, and for the three years then ended (the "JWCFS Financial Statements"), and JWCFS' Quarterly Report on Form 10-Q for the quarter ended September 30, 1997 (the "Third Quarter 10-Q"), xxxxxxxx xxxxxxxxx xxxxxxxxxxxd financial statements for the nine months ended on that date. The financial statements contained of Thermal Tennis included in the Annual Report and the Third Quarter 10-Q have been prepared SEC Reports fairly present in conformity in all material respects with GAAP, consistently applied, and present fairly GAAP applied on a consistent basis the consolidated financial position of JWCFS at Thermal Tennis as of the respective dates indicated thereof and the their consolidated results of its operations and changes in its cash flow financial position for each of the respective periods indicatedthen ended.

Securities Filings; Financial Statements. Each registration ---------------------------------------- statement(a) Since January 1, 1997, the Company has filed all forms, reports, statements and documents required to be filed with the SEC, and all such forms, reports, statements and documents comply in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the Exchange Act, each as in effect on the date of the respective filing thereunder. The Company has furnished or made available to Spotless true and complete copies of (i) its Annual Reports on Form 10-KSB for the years ended April 30, 1998 and 1999, as filed with the SEC, (ii) its proxy statement, statements relating to all meetings of shareholders (whether annual or report filed and not withdrawn special) of the Company since January 1, 19951998, by JWCFS as filed with the Commission under SEC and (iii) all other reports, statements and registration statements and amendments thereto (including, without limitation, Quarterly Reports on Form 10-QSB and Current Reports on Form 8-K, as amended) filed by the Securities Act or Company with the Exchange Act did notSEC since January 1, on 1998 and prior to the date hereof (collectively, the "Company Filed Documents"). As of effectiveness in the case of each such registration statementtheir respective dates, or on the later as of the date of filing the last amendment thereof, if amended after filing, none of each such report or the Company Filed Documents contained any subsequent amendment thereof in the case of each such report, or on the date of mailing in the case of each such proxy or information statement, contain an untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under in which they were made, not misleading. Copies The Company has heretofore furnished or made available to Spotless a complete and correct copy of each such registration statementany amendments or modifications which have not yet been filed with the SEC to executed agreements, report, and proxy documents or information statement (the "Securities Filings") have other instruments which previously had been furnished to Genesis by JWCFS, and such copies are accurate and complete copies thereof (excluding exhibits). Since January 1, 1995, JWCFS has filed all documents required to be filed by it the Company with the Commission SEC pursuant to Sections 13 and 14(a) of the Securities Act or the Exchange Act, and all such documents complied in all material respects as to form with applicable requirements of law. JWCFS's Annual Report on Form 10-K, as amended, for its fiscal year ended December 31, 1996 (the "Annual Report") includes, among other things, JWCFS's audited consolidated financial statements at December 31, 1996, and for the three years then ended (the "JWCFS Financial Statements"), and JWCFS' Quarterly Report on Form 10-Q for the quarter ended September 30, 1997 (the "Third Quarter 10-Q"), xxxxxxxx xxxxxxxxx xxxxxxxxxxxd financial statements for the nine months ended on that date. The financial statements contained in the Annual Report and the Third Quarter 10-Q have been prepared in conformity with GAAP, consistently applied, and present fairly the consolidated financial position of JWCFS at the respective dates indicated and the consolidated results of its operations and changes in its cash flow position for each of the respective periods indicated.

Securities Filings; Financial Statements. Each registration ---------------------------------------- statement(i) Since January 1, 1997, the Company has filed all forms, reports, statements and documents required to be filed with the SEC, and all such forms, reports, statements and documents comply in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the Exchange Act, each as in effect on the date of the respective filing thereunder. The Company has furnished or made available to Spotless true and complete copies of (i) its Annual Reports on Form 10-KSB for the years ended April 30, 1998 and 1999, as filed with the SEC, (ii) its proxy statement, statements relating to all meetings of shareholders (whether annual or report filed and not withdrawn special) of the Company since January 1, 19951998, by JWCFS as filed with the Commission under SEC and (iii) all other reports, statements and registration statements and amendments thereto (including, without limitation, Quarterly Reports on Form 10-QSB and Current Reports on Form 8K, as amended) filed by the Securities Act or Company with the Exchange Act did notSEC since January 1, on 1998 and prior to the date hereof (collectively, the "Company Filed Documents"). As of effectiveness in the case of each such registration statementtheir respective dates, or on the later as of the date of filing the last amendment thereof, if amended after filing, none of each such report or the Company Filed Documents contained any subsequent amendment thereof in the case of each such report, or on the date of mailing in the case of each such proxy or information statement, contain an untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under in which they were made, not misleading. Copies The Company has heretofore furnished or made available to Spotless a complete and correct copy of each such registration statementany amendments or modifications which have not yet been filed with the SEC to executed agreements, report, and proxy documents or information statement (the "Securities Filings") have other instruments which previously had been furnished to Genesis by JWCFS, and such copies are accurate and complete copies thereof (excluding exhibits). Since January 1, 1995, JWCFS has filed all documents required to be filed by it the Company with the Commission SEC pursuant to Sections 13 and 14(a) of the Securities Act or the Exchange Act, and all such documents complied in all material respects as to form with applicable requirements of law. JWCFS's Annual Report on Form 10-K, as amended, for its fiscal year ended December 31, 1996 (the "Annual Report") includes, among other things, JWCFS's audited consolidated financial statements at December 31, 1996, and for the three years then ended (the "JWCFS Financial Statements"), and JWCFS' Quarterly Report on Form 10-Q for the quarter ended September 30, 1997 (the "Third Quarter 10-Q"), xxxxxxxx xxxxxxxxx xxxxxxxxxxxd financial statements for the nine months ended on that date. The financial statements contained in the Annual Report and the Third Quarter 10-Q have been prepared in conformity with GAAP, consistently applied, and present fairly the consolidated financial position of JWCFS at the respective dates indicated and the consolidated results of its operations and changes in its cash flow position for each of the respective periods indicated.

Securities Filings; Financial Statements. Each registration ---------------------------------------- statement, proxy statement, or report filed and not withdrawn since January 1, 1995, by JWCFS with the Commission under the Securities Act or the Exchange Act did not, on the date of effectiveness in the case of each such registration statement, or on the later of the date of filing of each such report or any subsequent amendment thereof in the case of each such report, or on the date of mailing in the case of each such proxy or information statement, contain an 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 light of the circumstances under which they were made, not misleading. Copies of each such registration statement, report, and proxy or information statement (the "Securities Filings") have been furnished to Genesis by JWCFS, and such copies are accurate and complete copies thereof (excluding exhibits). Since January 1, 1995, JWCFS has filed all documents required to be filed by it with the Commission pursuant to Sections 13 and 14(a) of the Exchange Act, and all such documents complied in all material respects as to form with applicable requirements of law. JWCFS's Annual Report on Form 10-K, as amended, for its fiscal year ended December 31, 1996 (the "Annual Report") includes, among other things, JWCFS's audited consolidated financial statements at December 31, 1996, and for the three years then ended (the "JWCFS Financial Statements"), and JWCFS' Quarterly Report on Form 10-Q for the quarter ended September 30, 1997 0000 (the xxx "Third Quarter 10Xxxxx Xxxxxxx 00-QX"), xxxxxxxx xxxxxxxxx xxxxxxxxxxxd contains unaudited consolidated financial statements for the nine months ended on that date. The financial statements contained in the Annual Report and the Third Quarter 10-Q have been prepared in conformity with GAAP, consistently applied, and present fairly the consolidated financial position of JWCFS at the respective dates indicated and the consolidated results of its operations and changes in its cash flow position for each of the respective periods indicated.

Securities Filings; Financial Statements. Each registration ---------------------------------------- statementBuyer has timely filed all forms, proxy statement, or report reports and documents required to be filed and not withdrawn by it with the SEC since January 1, 19952006, including, without limitation, all exhibits required to be filed therewith, other than the unredacted version of documents for which confidential treatment has been granted by JWCFS the SEC or for which such treatment has been applied and is pending. The Securities Filings: (a) at the time filed complied (or will comply when filed, as the case may be) in all material respects with the Commission under applicable requirements of the Securities Act or and/or the Exchange Act Act; and (b) did notnot at the time they were filed (or, if later filed, amended or superseded, then on the date of effectiveness in the case of each such registration statement, or on the later of the date of filing of each such report or filing) contain any subsequent amendment thereof in the case of each such report, or on the date of mailing in the case of each such proxy or information statement, contain 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 contained therein, in the light of the circumstances under which they were made, not misleading. Copies of each such registration statement, report, and proxy or information statement (the "Securities Filings") have been furnished to Genesis by JWCFS, and such copies are accurate and complete copies thereof (excluding exhibits). Since January 1, 1995, JWCFS has filed all documents required to be filed by it with the Commission pursuant to Sections 13 and 14(a) Each of the Exchange Actconsolidated financial statements (including, and all such documents in each case, any related notes thereto) contained in the Securities Filings complied or will comply, as the case may be, as to form in all material respects with the applicable published rules and regulations of the SEC with respect thereto, was or will be prepared in accordance with GAAP applied on a consistent basis throughout the periods involved except as to form with applicable requirements may otherwise be indicated in the notes thereto or, in the case of law. JWCFS's Annual Report on Form 10-Kunaudited interim financial statements, as amended, for its fiscal year ended December 31, 1996 (the "Annual Report") includes, among other things, JWCFS's audited consolidated financial statements at December 31, 1996, and for the three years then ended (the "JWCFS Financial Statements"), and JWCFS' Quarterly Report on permitted by Form 10-Q for promulgated by the quarter ended September 30, 1997 (the "Third Quarter 10-Q"), xxxxxxxx xxxxxxxxx xxxxxxxxxxxd financial statements for the nine months ended on that date. The financial statements contained in the Annual Report and the Third Quarter 10-Q have been prepared in conformity with GAAP, consistently appliedSEC, and present fairly presented or will fairly present, as the case may be, in all material respects, the consolidated financial position of JWCFS Buyer and its subsidiaries as at the respective dates indicated and the consolidated results of its operations and changes cash flows for the periods therein indicated, except, in its cash flow position for each the case of the respective periods indicatedunaudited interim financial statements for the absence of footnotes and normal year-end adjustments which were not and will not be material in amount.