Common use of Reports and Financial Statements Clause in Contracts

Reports and Financial Statements. (a) The Company has filed all forms, reports and documents, including all Reports on Form 10-K, Form 10-Q and Form 8-K, registration statements and proxy statements required to be filed with the Commission since January 1, 1997 (collectively, the "Company SEC Reports"). None of the Company SEC Reports, as of their respective dates, contained any untrue statement of material fact or omitted 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. Each of the consolidated balance sheets (including the related notes) included in the Company SEC Reports presents fairly, in all material respects, the consolidated financial position of the Company and its Subsidiaries as of the respective dates thereof, and the other related financial statements (including the related notes) included in the Company SEC Reports present fairly, in all material respects, the results of operations and the changes in financial position of the Company and its Subsidiaries for the respective periods or as of the respective dates set forth therein, all in conformity with GAAP consistently applied during the periods involved, except as otherwise noted therein and subject, in the case of the unaudited interim financial statements, to normal year-end adjustments. All of the Company SEC Reports, as of their respective dates, complied as to form in all material respects with the requirements of the Exchange Act, the Securities Act and the applicable rules and regulations thereunder.

Reports and Financial Statements. (a) The Company has filed all forms, reports and documents, including all Reports on Form 10-K, Form 10-Q and Form 8-K, registration statements and proxy statements required to be filed with the Securities and Exchange Commission since January 1, 1997 (collectively, the "Company SEC Reports"). None of the Company such SEC Reports, as of their respective datesdates or as of the date of any amendment or supplement thereto, contained 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 light of the circumstances under which they were made, not misleadingmisleading . Each of the consolidated balance sheets (including the related notes) included in the Company SEC Reports presents fairly, in all material respects, the consolidated financial position of the Company and its Subsidiaries as of the respective dates thereof, and the other related financial statements (including the related notes) included in the Company SEC Reports present presents fairly, in all material Material respects, the consolidated financial position and consolidated results of operations and the changes in financial position cash flows of the Company and its Subsidiaries for the respective periods or subsidiaries as of the respective dates or for the respective periods set forth therein, all in conformity with GAAP consistently applied during the periods involved, except as otherwise noted therein therein, and subject, in the case of the unaudited interim financial statements, to normal year-end adjustmentsadjustments and any other adjustments described therein. All of the Company such SEC Reports, as of their respective dates, complied as to form in all material respects with the requirements of the Securities Exchange ActAct of 1934, the Securities Act as amended, and the applicable rules and regulations promulgated thereunder.

Reports and Financial Statements. (a) The Company has filed all forms, reports and documents, including all Reports on Form 10-K, Form 10-Q and Form 8-K, registration statements and proxy statements required to be filed with the Commission SEC pursuant to the Exchange Act since January 1March 26, 1997 1996 (collectivelysuch reports, together with all registration statements, prospectuses and information statements filed by the Company since March 26, 1996, being hereinafter collectively referred to as the "Company SEC Reports"), and has previously furnished Parent with true and complete copies of all such Company SEC Reports. None of the such Company SEC Reports, as of their respective dates, contained 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 light of the circumstances under which they were made, not misleading. As of their respective dates, all such Company SEC Reports complied as to form in all material respects with the applicable requirements of the Securities Act. Each of the consolidated balance sheets (including the related notes) included in the Company SEC Reports fairly presents fairly, in all material respects, the consolidated financial position of the Company and its the Subsidiaries as of the respective dates thereof, and the other related financial statements (including the related notes) included in the Company SEC Reports therein fairly present fairly, in all material respects, the results of operations and the changes in financial position of the Company and its the Subsidiaries for the respective periods or as of the respective dates set forth thereintherein (subject, where appropriate, to normal year-end adjustments), all in conformity with GAAP generally accepted accounting principles consistently applied during the periods involved, except as otherwise noted therein and subject, in the case of the unaudited interim financial statements, to normal year-end adjustments. All of the Company SEC Reports, as of their respective dates, complied as to form in all material respects with the requirements of the Exchange Act, the Securities Act and the applicable rules and regulations thereundertherein.

Reports and Financial Statements. (a) The Company has and PCI have filed all forms, reports and documents, including all Reports on Form 10-K, Form 10-Q and Form 8-K, registration statements and proxy statements documents with the SEC required to be filed with the Commission by them since January 1, 1997 pursuant to the federal securities laws and the SEC rules and regulations thereunder (collectively, the "Company SEC Reports"). None of the Company SEC Reports, as of their respective dates, contained any untrue statement of material fact or omitted 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. Each of the consolidated balance sheets (including the related notes) included in the Company SEC Reports presents fairly, in all material respects, the consolidated financial position of the Company and its Subsidiaries as of the respective dates thereof, and the other related financial statements (including the related notes) included in the Company SEC Reports present fairly, in all material respects, the results of operations and the changes in financial position of the Company and its Subsidiaries for the respective periods or as of the respective dates set forth therein, all in conformity with GAAP generally accepted accounting principles consistently applied during the periods involved, except as otherwise noted therein and subject, in the case of the unaudited interim financial statements, to normal year-end adjustments. All of the Company SEC Reports, as of their respective dates, complied as to form in all material respects with the requirements of the Exchange Act, the Securities Act and the applicable rules and regulations thereunder.

Reports and Financial Statements. (a) The Company has filed with the SEC all forms, reports registration statements, reports, schedules and documents, including all Reports on Form 10-K, Form 10-Q and Form 8-K, registration statements and proxy statements other documents (including exhibits thereto) required to be filed with by it under the Commission Exchange Act and Securities Act, including pursuant to Section 13(a) or 15(d) of the Exchange Act, since January 1December 31, 1997 2008 (collectivelysuch forms, reports, schedules, statements and other documents, in each case, as amended, supplemented or superseded, being hereinafter referred to as the "“Company SEC Reports"”). None , and paid any fees required thereby, on a timely basis or has received a valid extension of the such time of filing and has filed such Company SEC ReportsReports prior to the expiration of any such extension. Each Company SEC Report, as including the documents incorporated by reference in each of their respective datesthem, contained at the time filed (i) contained, in all material respects, all information required to be included in it, (ii) did not contain any untrue statement of a material fact or omitted 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. Each of the consolidated balance sheets misleading and (including the related notesiii) included in the Company SEC Reports presents fairly, complied in all material respects, respects with all applicable requirements of the consolidated financial position Exchange Act and Securities Act. No executive officer of the Company and its Subsidiaries as has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the respective dates thereof, and the other related financial statements (including the related notes) included in the Company SEC Reports present fairly, in all material respects, the results of operations and the changes in financial position Xxxxxxxx-Xxxxx Act. As of the Company and its Subsidiaries for the respective periods or as of the respective dates set forth thereindate hereof, all in conformity with GAAP consistently applied during the periods involved, except as otherwise noted therein and subject, in the case of the unaudited interim financial statements, to normal year-end adjustments. All none of the Company SEC Reports, as of their respective dates, complied as to form in all material respects with nor any registration statement filed under the requirements of the Exchange Securities Act, is the Securities Act and the applicable rules and regulations thereundersubject of any ongoing SEC review, outstanding SEC comment or outstanding SEC investigation.

Reports and Financial Statements. (a) The Company has timely filed with the SEC all forms, reports and documentsreports, including all Reports on Form 10-Kschedules, Form 10-Q and Form 8-K, registration statements and proxy statements other documents required to be filed with by it since December 31, 1995 under the Commission Securities Act or the Exchange Act (such documents, as supplemented or amended since January 1, 1997 (collectivelythe time of filing, the "Company SEC Reports"). None As of their respective dates, the Company SEC Reports, as including without limitation, any financial statements or schedules included or incorporated by reference therein, at the time filed (and, in the case of their respective datesregistration statements and proxy statements, contained on the dates of effectiveness and the dates of mailing, respectively) (i) complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act, and (ii) did not contain any untrue statement of a material fact or omitted 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. Each of the The audited consolidated balance sheets (including the related notes) financial statements and unaudited consolidated interim financial statements included or incorporated by reference in the Company SEC Reports presents fairly(including any related notes and schedules) fairly present, in all material respects, the consolidated financial position of the Company and its consolidated Subsidiaries as of the respective dates thereof, thereof and the other related financial statements (including the related notes) included in the Company SEC Reports present fairly, in all material respects, the results of their operations and the changes in financial position of the Company and its Subsidiaries their cash flows for the respective periods or as of the respective dates set forth therein, all in conformity each case in accordance with GAAP past practice and generally accepted accounting principles in the United States ("GAAP") consistently applied during the periods involved, involved (except as otherwise noted therein disclosed in the notes thereto and subject, in the case of the unaudited interim financial statementswhere appropriate, to normal year-end adjustments. All of the Company SEC Reports, as of their respective dates, complied as to form adjustments that would not be material in all material respects with the requirements of the Exchange Act, the Securities Act and the applicable rules and regulations thereunderamount or effect).

Reports and Financial Statements. (a) The Company has filed all forms, reports reports, statements, certifications and documents, other documents (including all Reports on Form 10-Kexhibits, Form 10-Q amendments and Form 8-K, registration statements and proxy statements supplements thereto) required to be filed by it with the Commission SEC since January 1, 1997 2005 (all such forms, reports, statements, certificates and other documents filed with or furnished to the SEC since January 1, 2005, with any amendments thereto, collectively, the "“Company SEC Reports"”), each of which, including any financial statements or schedules included therein, as finally amended prior to the date hereof, has complied as to form in all material respects with the applicable requirements of the Securities Act and Exchange Act as of the date filed with the SEC. None of the Company’s Subsidiaries is required to file periodic reports with the SEC. None of the Company SEC ReportsReports contained, when filed with the SEC and, if amended, as of their respective datesthe date of such amendment, contained any untrue statement of a material fact or omitted to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each As of the consolidated balance sheets date of this Agreement, (including i) there are no outstanding or unresolved comments in comment letters received from the related notes) included in the Company SEC Reports presents fairly, in all material respects, the consolidated financial position of the Company and its Subsidiaries as of the respective dates thereof, and the other related financial statements (including the related notes) included in the Company SEC Reports present fairly, in all material respects, the results of operations and the changes in financial position of the Company and its Subsidiaries for the respective periods or as of the respective dates set forth therein, all in conformity staff with GAAP consistently applied during the periods involved, except as otherwise noted therein and subject, in the case of the unaudited interim financial statements, respect to normal year-end adjustments. All of the Company SEC Reports, as of their respective dates, complied as and (ii) to form in all material respects with the requirements knowledge of the Exchange ActCompany, none of the Securities Act and Company SEC Reports is the applicable rules and regulations thereundersubject of ongoing SEC review, outstanding SEC comment or outstanding SEC investigation.

Reports and Financial Statements. (a) The Company Parent has timely filed with the SEC all forms, reports and documentsreports, including all Reports on Form 10-Kschedules, Form 10-Q and Form 8-K, registration statements and proxy statements other documents required to be filed with by it since December 31, 1995 under the Commission Securities Act or the Exchange Act (such documents, as supplemented or amended since January 1, 1997 (collectivelythe time of filing, the "Company Parent SEC Reports"). None of the Company SEC Reports, as As of their respective dates, contained Parent SEC Reports, including without limitation, any financial statements or schedules included or incorporated by reference therein, at the time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively) (i) complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act, and (ii) did not contain any untrue statement of a material fact or omitted 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. Each of the The audited consolidated balance sheets financial statements and unaudited consolidated interim financial statements included or incorporated by reference in Parent SEC Reports (including the any related notesnotes and schedules) included in the Company SEC Reports presents fairlyfairly present, in all material respects, the consolidated financial position of the Company Parent and its consolidated Subsidiaries as of the respective dates thereof, thereof and the other related financial statements (including the related notes) included in the Company SEC Reports present fairly, in all material respects, the results of their operations and the changes in financial position of the Company and its Subsidiaries their cash flows for the respective periods or as of the respective dates set forth therein, all in conformity each case in accordance with past practice and GAAP consistently applied during the periods involved, involved (except as otherwise noted therein disclosed in the notes thereto and subject, in the case of the unaudited interim financial statementswhere appropriate, to normal year-end adjustments. All of the Company SEC Reports, as of their respective dates, complied as to form adjustments that would not be material in all material respects with the requirements of the Exchange Act, the Securities Act and the applicable rules and regulations thereunderamount or effect).

Reports and Financial Statements. (a) The Company FCCI has filed all forms, reports and documents, including all Reports on Form 10-K, Form 10-Q and Form 8-K, registration statements and proxy statements required to be filed with the Securities Exchange Commission ("SEC") since January 1, 1997 1994 (collectively, the "Company FCCI SEC Reports"), and has previously furnished or made available to the Purchasers true and complete copies of all the FCCI SEC Reports. None of the Company FCCI SEC Reports, as of their respective datesdates (as amended through the date hereof), contained any untrue statement of material fact or omitted 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. Each of the consolidated balance sheets (including the related notes) included in the Company FCCI SEC Reports presents fairly, in all material respects, the consolidated financial position of the Company and its Subsidiaries FCCI as of the respective dates thereof, and the other related financial statements (including the related notes) included in the Company SEC Reports therein present fairly, in all material respects, the results of operations and the changes in financial position of the Company and its Subsidiaries FCCI for the respective periods or as of the respective dates set forth therein, all in conformity with GAAP generally accepted accounting principles consistently applied during the periods involved, except as otherwise noted therein and subject, in the case of the unaudited interim financial statements, to normal year-end adjustmentsadjustments and any other adjustments described therein. All of the Company FCCI SEC Reports, as of their respective datesdates (as amended through the date hereof), complied as to form in all material respects with the requirements of the Securities Exchange Act, the Securities Act of 1934 and the applicable rules and regulations thereunder.

Reports and Financial Statements. (ai) The Company has filed all required reports, schedules, forms, reports and documents, including all Reports on Form 10-K, Form 10-Q and Form 8-K, registration statements and proxy statements other documents required to be filed by it with the Commission since SEC with respect to periods commencing on and after January 1, 1997 (collectively, including all exhibits thereto, the "Company COMPANY SEC ReportsREPORTS"). None of the Company SEC Reports, as of their respective datesdates (and, if amended or superseded by a filing prior to the date of this Agreement or of the Closing Date, then on the date of such filing), contained 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. Each of the consolidated balance sheets financial statements (including the related notes) included in the Company SEC Reports presents fairly, in all material respects, the consolidated financial position and consolidated results of operations and cash flows of the Company and its Subsidiaries as of the respective dates thereof, and the other related financial statements (including the related notes) included in the Company SEC Reports present fairly, in all material respects, the results of operations and the changes in financial position of the Company and its Subsidiaries or for the respective periods or as of the respective dates set forth therein, all in conformity with GAAP U.S. generally accepted accounting principles ("GAAP") consistently applied during the periods involved, involved except as otherwise noted therein therein, and subject, in the case of the unaudited interim financial statements, to the absence of complete notes and normal year-end adjustments. All of the such Company SEC Reports, as of their respective datesdates (and as of the date of any amendment to the respective Company SEC Report), complied as to form in all material respects with the applicable requirements of the Exchange Act, the Securities Act and the applicable Exchange Act and the rules and regulations promulgated thereunder.

Reports and Financial Statements. (a) The Company has timely filed with the SEC all forms, reports and documentsreports, including all Reports on Form 10-Kschedules, Form 10-Q and Form 8-K, registration statements and proxy statements other documents required to be filed with the Commission by it since January 1April 2, 1997 under the Securities Act or the Exchange Act (collectivelysuch documents, as supplemented or amended since the time of filing, the "Company COMPANY SEC ReportsREPORTS"). None As of their respective dates, the Company SEC Reports, as including without limitation, any financial statements or schedules included or incorporated by reference therein, at the time filed (and, in the case of their respective datesregistration statements and proxy statements, contained on the dates of effectiveness and the dates of mailing, respectively) (i) complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act and (ii) did not contain any untrue statement of a material fact or omitted 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. Each of the The audited consolidated balance sheets (including the related notes) financial statements and unaudited consolidated interim financial statements included or incorporated by reference in the Company SEC Reports presents fairly(including any related notes and schedules) fairly present, in all material respects, the consolidated financial position of the Company and its consolidated Subsidiaries as of the respective dates thereof, thereof and the other related financial statements (including the related notes) included in the Company SEC Reports present fairly, in all material respects, the results of their operations and the changes in financial position of the Company and its Subsidiaries their cash flows for the respective periods or as of the respective dates set forth therein, all in conformity each case in accordance with past practice and GAAP consistently applied during the periods involved, involved (except as otherwise noted therein disclosed in the notes thereto and subject, in the case of the unaudited interim financial statementswhere appropriate, to normal year-end adjustments. All of the Company SEC Reports, as of their respective dates, complied as to form adjustments that would not be material in all material respects with the requirements of the Exchange Act, the Securities Act and the applicable rules and regulations thereunderamount or effect).

Reports and Financial Statements. (ai) The Company has filed all required registration statements, prospectuses, reports, schedules, forms, reports and documents, including all Reports on Form 10-K, Form 10-Q and Form 8-K, registration statements and proxy statements other documents required to be filed by it with the Commission SEC since January 1, 1997 1998 (collectively, including all exhibits thereto, the "Company SEC Reports"). No Subsidiary of the Company is required to file any form, report, registration statement or prospectus or other document with the SEC. None of the Company SEC Reports, as of their respective datesdates (and, if amended or superseded by a filing prior to the date of this Agreement or the Closing Date, then on the date of such filing), contained or will contain any untrue statement of a material fact or omitted or will 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. Each of the consolidated balance sheets financial statements (including the related notes) included in the Company SEC Reports presents fairly, in all material respects, the consolidated financial position and consolidated results of operations and cash flows of the Company and its consolidated Subsidiaries as of the respective dates thereof, and the other related financial statements (including the related notes) included in the Company SEC Reports present fairly, in all material respects, the results of operations and the changes in financial position of the Company and its Subsidiaries or for the respective periods or as of the respective dates set forth therein, all in conformity with GAAP consistently applied during the periods involved, involved except as otherwise noted therein therein, and subject, in the case of the unaudited interim financial statements, to the absence of notes and normal and recurring year-end adjustmentsadjustments that have not been and are not expected to be material in amount. All of the such Company SEC Reports, as of their respective datesdates (and as of the date of any amendment to the respective Company SEC Report), complied as to form in all material respects with the applicable requirements of the Exchange Act, the Securities Act and the applicable Exchange Act and the rules and regulations promulgated thereunder.

Reports and Financial Statements. (a) The Such Company has filed all forms, reports and documents, including all Reports on Form 10-K, Form 10-Q and Form 8-K, registration statements and proxy statements required to be filed by it with the Securities and Exchange Commission (the "SEC") pursuant to the Exchange Act since January 1, 1997 1994, in the case of Urohealth, and since May 30, 1996 in the case of Imagyn, including, without limitation, audited financial statements for the year ended December 31, 1996 (in the case of Imagyn) and for the year ended March 31, 1996 (in the case of Urohealth) (collectively, the "SEC REPORTS"), and has previously furnished or made available to the other Company true and complete copies of all such SEC Reports"). None of the Company such SEC Reports, as of their respective datesdates (as amended through the date hereof), contained 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 light of the circumstances under which they were made, not misleading. Each of the consolidated balance sheets (including the related notes) included in the Company SEC Reports fairly presents fairly, in all material respects, respects the consolidated financial position of the such Company and its Subsidiaries subsidiaries as of the respective dates thereof, and the other related financial statements (including the related notes) included in the Company SEC Reports therein fairly present fairly, in all material respects, respects the results of operations and the changes in financial position cash flows of the such Company and its Subsidiaries subsidiaries for the respective periods or as of the respective dates set forth therein, all in conformity with GAAP generally accepted accounting principles consistently applied during the periods involved, except as otherwise noted therein and subject, in the case of the unaudited interim financial statements, to normal year-end adjustments. All of the Company SEC Reports, as of their respective dates, complied as to form in all material respects with the requirements of the Exchange Act, the Securities Act and the applicable rules and regulations thereunder.and

Reports and Financial Statements. (a) The Company VDAT has filed all formsreports required to be filed by it with the SEC pursuant to the Exchange Act since September 30, reports and documents1998, including all Reports including, without limitation, an Annual Report on Form 10-KKSB for the year ended September 30, Form 10-Q and Form 8-K, registration statements and proxy statements required to be filed with the Commission since January 1, 1997 1999 (collectively, the "Company VDAT SEC Reports"), and has previously furnished or made available to SSG true and complete copies of all such VDAT SEC Reports. None of the Company such VDAT SEC Reports, as of their respective datesdates (as amended or supplemented through the date hereof), contained 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 light of the circumstances under which they were made, not misleading. Each of the consolidated balance sheets (including the related notes) included in the Company VDAT SEC Reports fairly presents fairly, in all material respects, respects the consolidated financial position of the Company VDAT and its Subsidiaries subsidiaries as of the respective dates thereof, and the other related financial statements (including the related notes) included in the Company SEC Reports therein fairly present fairly, in all material respects, respects the results of operations and the changes in financial position cash flows of the Company VDAT and its Subsidiaries subsidiaries for the respective periods or as of the respective dates set forth therein, all in conformity with GAAP generally accepted accounting principles consistently applied during the periods involved, except as otherwise noted therein and subject, in the case of the unaudited interim financial statements, to normal year-end adjustments. All of the Company SEC Reports, as of their respective dates, complied as to form in all material respects with the requirements of the Exchange Act, the Securities Act adjustments and any other adjustments described therein and the applicable rules and regulations thereunderabsence of any notes thereto.

Reports and Financial Statements. (a) The Company has filed all forms, reports and documents, including all Reports on Form 10-K, Form 10-Q and Form 8-K, registration statements and proxy statements documents with the SEC required to be filed with the Commission by it since January 1, 1997 pursuant to the federal securities laws and the SEC rules and regulations thereunder (collectively, the "Company SEC Reports"). None of the Company SEC Reports, as of their respective dates, contained any untrue statement of material fact or omitted 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. Each of the consolidated balance sheets (including the related notes) included in the Company SEC Reports presents fairly, in all material respects, the consolidated financial position of the Company and its Subsidiaries as of the respective dates thereof, and the other related financial statements (including the related notes) included in the Company SEC Reports present fairly, in all material respects, the results of operations and the changes in financial position of the Company and its Subsidiaries for the respective periods or as of the respective dates set forth therein, all in conformity with GAAP generally accepted accounting principles consistently applied during the periods involved, except as otherwise noted therein and subject, in the case of the unaudited interim financial statements, to normal year-end adjustments. All of the Company SEC Reports, as of their respective dates, complied as to form in all material respects with the requirements of the Exchange Act or the Securities Act, the Securities Act as applicable, and the applicable rules and regulations thereunder.

Reports and Financial Statements. (ai) The Company has filed all required reports, schedules, forms, reports and documents, including all Reports on Form 10-K, Form 10-Q and Form 8-K, registration statements and proxy statements other documents required to be filed by it with the Securities and Exchange Commission (the “SEC”) since January 1, 1997 2004 (collectively, including all exhibits thereto, the "“Company SEC Reports"”). None of the Company SEC Reports, as of their respective datesdates (or, if amended or superseded by a filing prior to the date of this Agreement or of the Closing Date, then on the date of such filing), contained 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 light of the circumstances under which they were made, not misleading. Each of the consolidated balance sheets (including the related notes) included in the Company SEC Reports presents fairly, in all material respects, the consolidated financial position of the Company and its Subsidiaries as of the respective dates thereof, and the other related financial statements (including the related notes) included in the Company SEC Reports present fairly, presents fairly in all material respects, respects the consolidated financial position and consolidated results of operations and the changes in financial position cash flows of the Company and its the Company Subsidiaries for the respective periods or as of the respective dates or for the respective periods set forth therein, all in conformity with GAAP U.S. generally accepted accounting principles (“GAAP”) consistently applied during the periods involved, involved except as otherwise noted therein therein, and subject, in the case of the unaudited interim financial statements, to normal and recurring year-end adjustmentsadjustments that have not been and are not expected to be material in amount. All of the such Company SEC Reports, as of their respective datesdates (or as of the date of any amendment to the respective Company SEC Report), complied as to form in all material respects with the applicable requirements of the Exchange Act, the Securities Act and the applicable Exchange Act and the rules and regulations promulgated thereunder.

Reports and Financial Statements. (a) The Company Parent has filed all forms, reports and documents, including all Reports on Form 10-K, Form 10-Q and Form 8-K, K and registration statements and proxy statements required to be filed with the Commission SEC since January 1March 7, 1997 1998 (collectively, the "Company Parent SEC Reports"). Parent has previously furnished or made available to the Shareholders true and complete copies of all the Parent SEC Reports filed prior to the date hereof. None of the Company Parent SEC Reports, as of their respective dates, contained any untrue statement of material fact or omitted 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. Each of the consolidated balance sheets (including the related notes) included in the Company Parent SEC Reports presents fairly, in all material respects, the consolidated financial position of the Company Parent and its Subsidiaries subsidiaries as of the respective dates thereof, and the other related financial statements (including the related notes) included in the Company Parent SEC Reports present fairly, in all material respects, the results of operations and the changes in financial position of the Company Parent and its Subsidiaries subsidiaries for the respective periods or as of the respective dates set forth therein, all in conformity with GAAP consistently applied during the periods involved, except as otherwise noted therein and subject, in the case of the unaudited interim financial statements, to normal year-end adjustments. All of the Company Parent SEC Reports, as of their respective dates, complied as to form in all material respects with the requirements of the Exchange Act, the Securities Act and the applicable rules and regulations thereunder.

Reports and Financial Statements. (a) The Company has filed all reports, schedules, forms, reports and documents, including all Reports on Form 10-K, Form 10-Q and Form 8-K, registration statements and proxy statements other documents required to be filed by it with the Commission SEC since January 1, 1997 2000 (collectively, including all exhibits thereto, the "“Company SEC Reports"”). No Subsidiary of the Company is required to file any form, report or other document with the SEC. None of the Company SEC Reports, Reports filed as of their respective datesdates (or, if amended or superseded by a subsequent filing, then as of the date of such filing), as so amended or superseded, contained 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 light of the circumstances under which they were made, not misleadingmisleading or failed to comply as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended, the Exchange Act and, in each case, the rules and regulations promulgated thereunder. Each of the consolidated balance sheets financial statements (including the related notes) included in the Company SEC Reports presents fairly, in all material respects, the consolidated financial position and consolidated results of operations and cash flows of the Company and its Subsidiaries as of the respective dates thereof, and the other related financial statements (including the related notes) included in the Company SEC Reports present fairly, in all material respects, the results of operations and the changes in financial position of the Company and its Subsidiaries or for the respective periods or as of the respective dates set forth therein, all in conformity with GAAP United States generally accepted accounting principles (“U.S. GAAP”) consistently applied during the periods involved, involved except as otherwise noted therein therein, and subject, in the case of the unaudited interim financial statements, to normal and recurring year-end adjustments. All of the Company SEC Reports, as of their respective dates, complied as to form in all material respects with the requirements of the Exchange Act, the Securities Act and the applicable rules and regulations thereunder.

Reports and Financial Statements. (a) The Company has filed all forms, reports (including proxy statements) and documents, including all Reports on Form 10-K, Form 10-Q and Form 8-K, registration statements and proxy statements required to be filed with the Commission SEC since January 1, 1997 its initial public offering (collectively, the "Company SEC Reports"). The Company has previously furnished or made available to Parent true and complete copies of all the Company SEC Reports filed prior to the date hereof. None of the Company SEC Reports, as of their respective dates, contained any untrue statement of material fact or omitted 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. Each of the consolidated balance sheets (including the related notes) included in the Company SEC Reports presents fairly, in all material respects, the consolidated financial position of the Company and its Subsidiaries as of the respective dates thereof, and the other related financial statements (including the related notes) included in the Company SEC Reports present fairly, in all material respects, the results of operations and the changes in financial position of the Company and its Subsidiaries for the respective periods or as of the respective dates set forth therein, all in conformity with GAAP generally accepted accounting principles consistently applied during the periods involved, except as otherwise noted therein and subject, in the case of the unaudited interim financial statements, to normal year-end adjustments. All of the Company SEC Reports, as of their respective dates, complied as to form in all material respects with the requirements of the Exchange Act, the Securities Act and the applicable rules and regulations thereunder.

Reports and Financial Statements. (a) The Company VDAT has filed all formsreports required to be filed by it with the SEC pursuant to the Exchange Act since September 30, reports and documents1997, including all Reports including, without limitation, an Annual Report on Form 10-KKSB for the year ended September 30, Form 10-Q and Form 8-K, registration statements and proxy statements required to be filed with the Commission since January 1, 1997 2000 (collectively, the "Company VDAT SEC Reports"), and has previously furnished or made available to MOD true and complete copies of all such VDAT SEC Reports. None of the Company such VDAT SEC Reports, as of their respective datesdates (as amended or supplemented through the date hereof), contained 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 light of the circumstances under which they were made, not misleading. Each of the consolidated balance sheets (including the related notes) included in the Company VDAT SEC Reports fairly presents fairly, in all material respects, respects the consolidated financial position of the Company VDAT and its Subsidiaries subsidiaries as of the respective dates thereof, and the other related financial statements (including the related notes) included in the Company SEC Reports therein fairly present fairly, in all material respects, respects the results of operations and the changes in financial position cash flows of the Company VDAT and its Subsidiaries subsidiaries for the respective periods or as of the respective dates set forth therein, all in conformity with GAAP generally accepted accounting principles consistently applied during the periods involved, except as otherwise noted therein and subject, in the case of the unaudited interim financial statements, to normal year-end adjustments. All of the Company SEC Reports, as of their respective dates, complied as to form in all material respects with the requirements of the Exchange Act, the Securities Act adjustments and any other adjustments described therein and the applicable rules and regulations thereunderabsence of any notes thereto.

Reports and Financial Statements. (a) 4.4.1 The Company has filed all forms, reports and documents, including all Reports on Form 10-K, Form 10-Q and Form 8-K, registration statements and proxy statements required to be filed with the Commission since January 1, 1997 through the date hereof (collectively, the "Company SEC Reports"). None of the Company SEC Reports, as of their respective dates, and if amended, as of the date of the last such amendment, contained any untrue statement of material fact or omitted 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. Each of the consolidated balance sheets (including the related notes) included in the Company SEC Reports presents fairly, in all material respects, the consolidated financial position of the Company and its Subsidiaries as of the respective dates thereof, and the other related financial statements (including the related notes) included in the Company SEC Reports present fairly, in all material respects, the results of operations and the changes in financial position of the Company and its Subsidiaries for the respective periods or as of the respective dates set forth therein, all in conformity with GAAP consistently applied during the periods involved, except as otherwise noted therein and subject, in the case of the unaudited interim financial statements, to normal year-end adjustments. All of the Company SEC Reports, as of their respective dates, complied as to form in all material respects with the requirements of the Exchange Act, the Securities Act and the applicable rules and regulations thereunder.

Reports and Financial Statements. (a) The Company has filed with the SEC all forms, reports registration statements, reports, schedules and documents, including all Reports on Form 10-K, Form 10-Q and Form 8-K, registration statements and proxy statements other documents (including exhibits thereto) required to be filed with by it under the Commission Exchange Act and Securities Act, including pursuant to Section 13(a) or 15(d) of the Exchange Act, since January 1December 31, 1997 2007 (collectivelysuch forms, reports, schedules, statements and other documents, in each case, as amended, supplemented or superseded, being hereinafter referred to as the "“Company SEC Reports"”). None , and paid any fees required thereby, on a timely basis or has received a valid extension of the such time of filing and has filed such Company SEC ReportsReports prior to the expiration of any such extension. Each Company SEC Report, as including the documents incorporated by reference in each of their respective datesthem, contained at the time filed (i) contained, in all material respects, all information required to be included in it, (ii) did not contain any untrue statement of a material fact or omitted 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. Each of the consolidated balance sheets misleading and (including the related notesiii) included in the Company SEC Reports presents fairly, complied in all material respects, respects with all applicable requirements of the consolidated financial position Exchange Act and Securities Act. No executive officer of the Company and its Subsidiaries as has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the respective dates thereof, and the other related financial statements (including the related notes) included in the Company SEC Reports present fairly, in all material respects, the results of operations and the changes in financial position Xxxxxxxx-Xxxxx Act. As of the Company and its Subsidiaries for the respective periods or as of the respective dates set forth thereindate hereof, all in conformity with GAAP consistently applied during the periods involved, except as otherwise noted therein and subject, in the case of the unaudited interim financial statements, to normal year-end adjustments. All none of the Company SEC Reports, as of their respective dates, complied as to form in all material respects with nor any registration statement filed under the requirements of the Exchange Securities Act, is the Securities Act and the applicable rules and regulations thereundersubject of any ongoing SEC review, outstanding SEC comment or outstanding SEC investigation.

Reports and Financial Statements. (a) The Company has timely filed all forms, reports and documents, including all Reports on Form 10-K, Form 10-Q and Form 8-K, registration statements and proxy statements required to be filed with the Securities and Exchange Commission (the "SEC") pursuant to the Exchange Act since January 116, 1997 2002 (collectively, the "Company COMPANY SEC ReportsREPORTS"). None of the such Company SEC Reports, as of their respective dates, contained 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 light of the circumstances under which they were made, not misleading. As of its filing date, each Company SEC Report complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the "SECURITIES ACT") and the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), as the case may be. Each of the consolidated balance sheets (including the related notes) included in the Company SEC Reports fairly presents fairly, in all material respects, the consolidated financial position of the Company and its Subsidiaries subsidiaries as of the respective dates thereof, and the other related financial statements (including the related notes) included in the Company SEC Reports therein fairly present fairly, in all material respects, the results of operations and the changes in financial position of the Company and its Subsidiaries subsidiaries for the respective periods or as of the respective dates set forth therein, all in conformity with GAAP generally accepted accounting principles ("GAAP") consistently applied during the periods involved, except as otherwise noted therein and subject, in the case of the unaudited interim financial statements, to normal year-end adjustments. All of the Company SEC Reports, as of their respective dates, complied as to form in all material respects with the requirements of the Exchange Act, the Securities Act and the applicable rules and regulations thereundertherein.

Reports and Financial Statements. (a) The Company has filed all formsAs of their respective filing dates, reports and documents, including all Reports on the Company's Form 10-KK for the year ended December 31, Form 1999, the Company's Proxy Statement in connection with the 1999 Annual Meeting of Shareholders and all Forms 10-Q and Form 8-K, registration statements and proxy statements required to be K filed by the Company with the Securities and Exchange Commission since (the "SEC") after January 1, 1997 2000, in each case without exhibits thereto (collectively, the "Company SEC Reports"). None ) were prepared in all material respects in accordance with the requirements of the Company Securities Act of 1933 (the "Securities Act") or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such SEC Reports. The SEC Reports, when read as of their respective dates, contained a whole do not contain any untrue statement statements of a material fact or omitted and do not 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. Each The audited consolidated financial statements and unaudited interim financial statements of the consolidated balance sheets (including the related notes) Company included in the Company SEC Reports presents fairlyhave been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis (except as may be indicated therein or in the notes thereto) and fairly present, in all material respects, the consolidated financial position of the Company as at the dates thereof and its Subsidiaries as of the respective dates thereof, and the other related financial statements (including the related notes) included in the Company SEC Reports present fairly, in all material respects, the results of its operations and the changes in financial position of the Company and its Subsidiaries cash flows for the respective periods or as of the respective dates set forth therein, all in conformity with GAAP consistently applied during the periods involved, except as otherwise noted therein and then ended subject, in the case of the unaudited interim financial statements, to normal year-end adjustments. All of the Company SEC Reports, as of their respective dates, complied as to form adjustments and any other adjustments described in all material respects with the requirements of the Exchange Act, the Securities Act and the applicable rules and regulations thereundersuch financial statements.

Reports and Financial Statements. (a) The Company has filed all forms, reports and documents, including all Reports on Form 10-K, Form 10-Q and Form 8-K, registration statements and proxy statements required to be filed with the Commission since January 1, 1997 (collectively, the "SEC all Company SEC Reports"). None Reports and has previously made available to the Purchaser true and complete copies of all the Company SEC Reports, as . As of their respective dates, contained the Company SEC Reports (i) complied as to form in all material respects with the requirements of the Securities Act, or the Exchange Act, as the case may be, and (ii) did not contain any untrue statement of a material fact or omitted 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. Each of The audited consolidated financial statements and unaudited interim consolidated financial statements (including, in each case, the consolidated balance sheets (including the related notes, if any, thereto) included in the Company SEC Reports presents fairly, (the "Company Financial Statements") complied as to form in all material respects, respects with the consolidated financial position published rules and regulations of the Company and its Subsidiaries as of the respective dates thereofSEC with respect thereto, and the other related financial statements fairly present (including the related notes) included in the Company SEC Reports present fairly, in all material respects, the results of operations and the changes in financial position of the Company and its Subsidiaries for the respective periods or as of the respective dates set forth therein, all in conformity with GAAP consistently applied during the periods involved, except as otherwise noted therein and subject, in the case of the unaudited interim financial statements, to normal normal, recurring year-end adjustments. All audit adjustments which are not expected, individually or in the aggregate to result in a Company Material Adverse Effect) the consolidated financial position of the Company SEC Reports, and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of their operations and cash flows for the respective datesperiods then ended, complied as to form in all material respects each case, in accordance with the requirements generally accepted accounting principles consistently applied. Each Significant Subsidiary of the Exchange Act, Company is treated as a consolidated subsidiary of the Securities Act and Company in the applicable rules and regulations thereunderCompany Financial Statements for all periods covered thereby.

Reports and Financial Statements. (aA) The Company Rotech has timely filed all forms, reports and documents, including all Reports on Form 10-K, Form 10-Q and Form 8-K, registration statements and proxy statements required to be filed with the Securities and Exchange Commission (the "SEC") pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the "Exchange Act") and the applicable rules of the NASD, since January 1, 1997 1995 (collectively, as heretofore amended, the "Company Rotech SEC Reports"), and has previously furnished to IHS true and complete copies of all such Rotech SEC Reports. None of the Company SEC Reportssuch reports, as of their respective dates, contained 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 light of the circumstances under in which they were made, not misleading. Each of the consolidated balance sheets (including the related notes) included in the Company Rotech SEC Reports presents fairly, fairly in all material respects, respects the consolidated financial position of Rotech and the Company and its Rotech Subsidiaries as of the respective dates thereof, and the other related consolidated financial statements (including the related notes) included in the Company SEC Reports therein present fairly, fairly in all material respects, respects the results of operations and cash flows of Rotech and the changes in financial position of the Company and its Rotech Subsidiaries for the respective periods or as of the respective dates set forth therein, all in conformity with GAAP generally accepted accounting principles consistently applied during the periods involved, ("GAAP") except as otherwise noted therein and subject, in the case of the unaudited interim financial statements, to normal year-end adjustments. All of the Company SEC Reports, as of their respective dates, complied as to form in all material respects with the requirements of the Exchange Act, the Securities Act and the applicable rules and regulations thereundertherein.

Reports and Financial Statements. (a) The Company has timely filed with the SEC all forms, reports and documentsreports, including all Reports on Form 10-Kschedules, Form 10-Q and Form 8-K, registration statements and proxy statements other documents required to be filed with the Commission by it since January 1April 2, 1997 under the Securities Act or the Exchange Act (collectivelysuch documents, as supplemented or amended since the time of filing, the "Company COMPANY SEC ReportsREPORTS"). None As of their respective dates, the Company SEC Reports, as including without limitation, any financial statements or schedules included or incorporated by reference therein, at the time filed (and, in the case of their respective datesregistration statements and proxy statements, contained on the dates of effectiveness and the dates of mailing, respectively): (i) complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act; and (ii) did not contain any untrue statement of a material fact or omitted 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. Each of the The audited consolidated balance sheets (including the related notes) financial statements and unaudited consolidated interim financial statements included or incorporated by reference in the Company SEC Reports presents fairly(including any related notes and schedules) fairly present, in all material respects, the consolidated financial position of the Company and its consolidated Subsidiaries as of the respective dates thereof, thereof and the other related financial statements (including the related notes) included in the Company SEC Reports present fairly, in all material respects, the results of their operations and the changes in financial position of the Company and its Subsidiaries their cash flows for the respective periods or as of the respective dates set forth therein, all in conformity each case in accordance with past practice and GAAP consistently applied during the periods involved, involved (except as otherwise noted therein disclosed in the notes thereto and subject, in the case of the unaudited interim financial statementswhere appropriate, to normal year-end adjustments. All of the Company SEC Reports, as of their respective dates, complied as to form adjustments that would not be material in all material respects with the requirements of the Exchange Act, the Securities Act and the applicable rules and regulations thereunderamount or effect).

Reports and Financial Statements. (a) The Company has filed all forms, reports and documents, including all Reports on Form 10-K, Form 10-Q and Form 8-K, registration statements and proxy statements required to be filed with the Commission since January 1, 1997 (collectively, the "Company SEC Reports"). None of the Company SEC Reports, as of their respective dates, contained any untrue statement of material fact or omitted 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. Each of the consolidated balance sheets (including the related notes) included in the Company SEC Reports presents fairly, in all material respects, the consolidated financial position of the Company and its Subsidiaries as of the respective dates thereof, and the other related financial statements (including the related notes) included in the Company SEC Reports present fairly, in all material respects, the results of operations and the changes in financial position of the Company and its Subsidiaries for the respective periods or as of the respective dates set forth therein, all in conformity with GAAP consistently applied during the periods involved, except as otherwise noted therein and subject, in the case of the unaudited interim financial statements, to normal year-end adjustments. All of the Company SEC Reports, as of their respective dates, complied as to form in all material respects with the requirements of the Exchange Act, the Securities Act and the applicable rules and regulations thereunder.