Common use of Commission Filings Clause in Contracts

Commission Filings. The Company has filed all required forms, reports and other documents with the Commission since October 1, 1993 (collectively, the "Commission Filings"), each of which has complied in all material respects with all applicable requirements of the Securities Act and the Exchange Act. The Company has heretofore made available to the Parent all of the Commission Filings. As of their respective dates, the Commission Filings (including all exhibits and schedules thereto and documents incorporated by reference therein) did not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and its Subsidiaries included or incorporated by reference in such Commission Filings have been prepared in accordance with GAAP (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-Q), complied as of their respective dates in all material respects with applicable accounting requirements and the published rules and regulations of the Commission with respect thereto, and fairly present the consolidated financial position of the Company and its Subsidiaries as of the dates thereof and the consolidated income and retained earnings and sources and applications of funds for the periods then ended (subject, in the case of any unaudited interim financial statements, to the absence of footnotes required by GAAP and normal year-end adjustments). 4.7

Commission Filings. The Company has filed all required forms, reports and other documents with the Securities and Exchange Commission since October (the "Commission") for periods from and after January 1, 1993 2001 (collectively, the "Commission Filings"), each of which has complied in all material respects with all applicable requirements of the Securities Act and and/or the Exchange ActAct (as applicable). The Company has heretofore made available to the Parent Investors all of the Commission Filings, including the Company's Annual Report on Form 10-K for the year ended December 31, 2001 and the Company's Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2002, June 30, 2002 and September 30, 2002. As of their respective dates, the Commission Filings (including all exhibits and schedules thereto and documents incorporated by reference therein) did not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim consolidated interim financial statements of the Company and its Subsidiaries included or incorporated by reference in such Commission Filings have been prepared in accordance with GAAP generally accepted accounting principles, consistently applied ("GAAP") (except as may be indicated in the notes thereto or, in the case of the unaudited consolidated statements, as permitted by Form 10-Q), complied as of their respective dates in all material respects with applicable accounting requirements and the published rules and regulations of the Commission with respect thereto, and fairly present present, in all material respects, the consolidated financial position of the Company and its Subsidiaries Subsidiary as of the dates thereof and the consolidated income and retained earnings and sources and applications results of funds operations for the periods then ended (subject, in the case of any unaudited consolidated interim financial statements, to the absence of footnotes required by GAAP and normal year-end adjustments). 4.7.

Commission Filings. Except as set forth on Schedule III.H, The Company has properly and timely filed with the Commission all required formsreports, reports proxy statements, forms and other documents required to be filed with the Commission under the Securities Act and the Exchange Act since October January 1, 1993 1999 (collectively, the "Commission Filings"). Except as set forth on Schedule III.H, each as of which has their respective dates, (i) the Commission Filings complied in all material respects with all applicable the requirements of the Securities Act and or the Exchange Act. The Company has heretofore made available to , as the Parent all case may be, and the rules and regulations of the Commission promulgated thereunder applicable to such Commission Filings. As , and (ii) none of their respective dates, the Commission Filings (including all exhibits and schedules thereto and documents incorporated by reference therein) did not contain contained at the time of its filing 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 madetherein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and its Subsidiaries included or incorporated by reference in such Commission Filings have been prepared in accordance with GAAP (except as may be indicated in the notes thereto orCommission Filings, in the case as of the unaudited statementsdates of such documents, as permitted by Form 10-Q), complied as of their respective dates were true and complete in all material respects and complied with applicable accounting requirements and the published rules and regulations of the Commission with respect thereto, were prepared in accordance with generally accepted accounting principles in the United States ("GAAP") (except in the case of unaudited statements permitted by Form 10-Q under the Exchange Act) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present presented the consolidated financial position of the Company and its Subsidiaries as of the dates thereof and the consolidated income results of their operations and retained earnings and sources and applications of funds cash flows for the periods then ended (subject, in the case of any unaudited interim financial statements, to the absence of footnotes required by GAAP and normal year-end adjustmentsaudit adjustments that in the aggregate are not material and to any other adjustment described therein). 4.7.

Commission Filings. The Company has heretofore delivered to the Merger Sub copies of the Company's (a) Form 10-K Report, (b) quarterly reports or Form 10-Q for each fiscal quarter of the Company during the Company's fiscal year ended September 30, 1999, and (c) all proxy statements relating to the Company's meetings of stockholders (whether annual or special) during 1998 and 1999, in each case as filed all required forms, reports and other documents with the Commission since October 1, 1993 (collectively, the "Commission Filings"), each of which has complied in all material respects with all applicable requirements of the Securities Act and the Exchange ActCommission. The Company has heretofore made available to the Parent Merger Sub all other reports, registration statements and other documents filed by the Company with the Commission under the Exchange Act and the Securities Act. All such documents described in the first two sentences of this section are collectively referred to herein as the "Commission Filings." Except as set forth on the Disclosure Schedule, the Company has not filed any Form 8-K Reports with the Commission since September 30, 1998. The Company has timely filed all reports, registration statements and other documents required to be filed with the Commission under the rules and regulations of the Commission, and all Commission FilingsFilings complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be. As of their respective dates, the Commission Filings (including in all cases any exhibits and or schedules thereto and or documents incorporated therein by reference thereinreference) did not contain any 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 madetherein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and its Subsidiaries included or incorporated by reference in such Commission Filings have been prepared in accordance with GAAP (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-Q), complied as of their respective dates in all material respects with applicable accounting requirements and the published rules and regulations of the Commission with respect thereto, and fairly present the consolidated financial position of the Company and its Subsidiaries as of the dates thereof and the consolidated income and retained earnings and sources and applications of funds for the periods then ended (subject, in the case of any unaudited interim financial statements, to the absence of footnotes required by GAAP and normal year-end adjustments). 4.7.

Commission Filings. The Except for its failure to have timely filed its Form 10-QSB for the quarter ended March 31, 2003, the Company has properly and timely filed with the Commission all required formsreports, reports proxy statements, forms and other documents required to be filed with the Commission since October 1, 1993 (collectively, the "Commission Filings"), each of which has complied in all material respects with all applicable requirements of under the Securities Act and the Exchange Act. The Company has heretofore made available to Act since October 1, 1996 (the Parent all of the Commission Filings"COMMISSION FILINGS"). As of their respective dates, (i) the Commission Filings complied in all material respects with the requirements of the Securities Act, or the Exchange Act, as the case may be, and the rules and regulations of the Commission promulgated thereunder applicable to such Commission Filings, and (including all exhibits and schedules thereto and documents incorporated by reference thereinii) did not contain none of the Commission Filings contained at the time of their filing 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 madetherein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and its Subsidiaries included or incorporated by reference in such Commission Filings have been prepared in accordance with GAAP (except as may be indicated in the notes thereto orCommission Filings, in the case as of the unaudited statementsdates of such documents, as permitted by Form 10-Q), complied as of their respective dates were true and complete in all material respects and complied with applicable accounting requirements and the published rules and regulations of the Commission with respect thereto, have been prepared in accordance with, generally accepted accounting principles in the United States ("GAAP") (except in the case of the unaudited statements, as permitted by Form 10-Q under the Exchange Act) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present presented the consolidated financial position of the Company and its Subsidiaries material subsidiaries as of the dates thereof and the consolidated income results of their operations and retained earnings and sources and applications of funds cash flows for the periods then ended (subject, in the case of any unaudited interim financial statements, to the absence of footnotes required by GAAP and normal year-end adjustmentsaudit adjustments that in the aggregate are not material and to any other adjustment described therein). 4.7.

Commission Filings. The Company has filed all reports, registration statements, proxy statements and other materials, together with any amendments required formsto be made with respect thereto, that were required to be filed with the SEC under the Securities Act or the Exchange Act from and after December 31, 2003 (all such reports and other documents with the Commission since October 1, 1993 (collectively, statements are collectively referred to herein as the "Commission Filings"), each of which has complied in all material respects with all applicable requirements of the Securities Act and the Exchange Act. The Company has heretofore made available to the Parent all of the Commission Filings. As of their respective dates, the Commission Filings, including the financial statements contained therein, complied in all material respects with all of the statutes and published rules and regulations enforced or promulgated by the regulatory authority with which the Commission Filings (including all exhibits and schedules thereto and documents incorporated were filed, and, except to the extent the information in any Commission Filing has been revised or superseded by reference therein) a later filed Commission Filing, did not and do not as of the date hereof contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements madetherein, in the light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and its Subsidiaries included or incorporated by reference in such the Commission Filings have been prepared in accordance with GAAP (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-Q), complied as of their respective dates comply in all material respects with applicable accounting requirements and the published rules and regulations of the Commission SEC with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with GAAP, except as may be otherwise specified in such financial statements or the notes thereto, and fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries consolidated subsidiaries as of and for the dates thereof and the consolidated income results of operations and retained earnings and sources and applications of funds cash flows for the periods then ended (ended, subject, in the case of any unaudited interim financial statements, to the absence of footnotes required by GAAP and normal normal, year-end audit adjustments). 4.7.

Commission Filings. The Company AMS has timely filed all ------------------ required forms, reports and other documents with the Commission since October January 1, 1993 (collectively1994, the "Commission Filings"), each all of which has complied when filed, in all material respects respects, with all applicable requirements of the Securities 1933 Act and the Exchange Act1934 Act as applicable. The Company AMS has heretofore made available delivered to Acquisition Corp. complete and correct copies of (i) its Annual Report on Form 10-K for the Parent nine-month period ended September 30, 1995, (ii) all proxy statements relating to AMS' meetings of stockholders (whether annual or special) since January 1, 1994, and (iii) all other reports, forms and other documents filed by AMS with the Commission Filingssince January 1, 1994 (together, the "AMS SEC Documents"). As of their respective dates, the Commission Filings AMS SEC Documents (including all exhibits and schedules thereto and documents incorporated by reference therein) did not contain any 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 madetherein, in light of the circumstances under in which they were made, not misleading. The audited consolidated financial statements and the unaudited consolidated interim financial statements of the Company and its Subsidiaries AMS included or incorporated by reference in such Commission Filings have been the AMS SEC Documents were prepared in accordance with GAAP consistently applied during the periods involved (except as may be otherwise indicated in the notes thereto or, in the case of the and except with respect to unaudited statements, statements as permitted by Form 10-Q), complied as of their respective dates in all material respects with applicable accounting requirements and the published rules and regulations Q of the Commission with respect theretoCommission), and fairly present the consolidated financial position of the Company and its Subsidiaries AMS as of the dates thereof and the consolidated income results of its operations and retained earnings and sources and applications of funds cash flows for the periods then ended (subject, in the case of any unaudited interim financial statements, to the absence of footnotes required by GAAP and normal year-end adjustments). 4.7.

Commission Filings. The Company has properly filed with the Commission all required formsreports, reports proxy statements, forms and other documents required to be filed with the Commission since October 1, 1993 (collectively, the "Commission Filings"), each of which has complied in all material respects with all applicable requirements of under the Securities Act and the Exchange Act. The Company has heretofore made available Act since becoming subject to such Acts (the Parent all of the Commission Filings"COMMISSION FILINGS"). As of their respective dates, (i) the Commission Filings complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the Commission promulgated thereunder applicable to such Commission Filings and (including all exhibits ii) to the best of the current management and schedules thereto and documents incorporated by reference therein) did not contain Board of Directors knowledge none of the Commission Filings contained at the time of its filing 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 madetherein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and its Subsidiaries included or incorporated by reference in such Commission Filings have been prepared in accordance with GAAP (except as may be indicated in the notes thereto orCommission Filings, in the case as of the unaudited statementsdates of such documents, as permitted by Form 10-Q), complied as of their respective dates were true and complete in all material respects and complied with applicable accounting requirements and the published rules and regulations of the Commission with respect thereto, were prepared in accordance with generally accepted accounting principles in the United States ("GAAP") (except in the case of unaudited statements permitted by Form 10-Q under the Exchange Act) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present presented the consolidated financial position of the Company and its Subsidiaries as of the dates thereof and the consolidated income results of their operations and retained earnings and sources and applications of funds cash flows for the periods then ended (subject, in the case of any unaudited interim financial statements, to the absence of footnotes required by GAAP and normal year-end adjustmentsaudit adjustments that in the aggregate are not material and to any other adjustment described therein). 4.7.

Commission Filings. The Company has filed all required formsreports, reports registration statements, proxy statements and other documents materials, together with any amendments required to be made with respect thereto, that were required to be filed with the Commission since October 1, 1993 (collectively, the "Commission Filings"), each of which has complied in all material respects with all applicable requirements of SEC under the Securities Act and or the Exchange Act. The Company has heretofore made available Act from and after December 31, 2003 (all such reports and statements are collectively referred to herein as the Parent all of the “Commission Filings”). As of their respective dates, the Commission Filings, including the financial statements contained therein, complied in all material respects with all of the statutes and published rules and regulations enforced or promulgated by the regulatory authority with which the Commission Filings (including all exhibits and schedules thereto and documents incorporated were filed, and, except to the extent the information in any Commission Filing has been revised or superseded by reference therein) a later filed Commission Filing, did not and do not as of the date hereof contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements madetherein, in the light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and its Subsidiaries included or incorporated by reference in such the Commission Filings have been prepared in accordance with GAAP (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-Q), complied as of their respective dates comply in all material respects with applicable accounting requirements and the published rules and regulations of the Commission SEC with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with GAAP, except as may be otherwise specified in such financial statements or the notes thereto, and fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries consolidated subsidiaries as of and for the dates thereof and the consolidated income results of operations and retained earnings and sources and applications of funds cash flows for the periods then ended (ended, subject, in the case of any unaudited interim financial statements, to the absence of footnotes required by GAAP and normal normal, year-end audit adjustments). 4.7.

Commission Filings. The Company has properly and timely filed with the Securities and Exchange Commission (the “Commission”) all required formsreports, reports proxy statements, forms and other documents required to be filed with the Commission since October 1, 1993 (collectively, the "Commission Filings"), each of which has complied in all material respects with all applicable requirements of under the Securities Act and the Exchange Act. The Company has heretofore made available Act since becoming subject to such Acts (the Parent all of the “Commission Filings”). As of their respective dates, (i) the Commission Filings complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the Commission promulgated thereunder applicable to such Commission Filings and (including all exhibits and schedules thereto and documents incorporated by reference thereinii) did not contain none of the Commission Filings contained at the time of its filing 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 madetherein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and its Subsidiaries included or incorporated by reference in such Commission Filings have been prepared in accordance with GAAP (except as may be indicated in the notes thereto orCommission Filings, in the case as of the unaudited statementsdates of such documents, as permitted by Form 10-Q), complied as of their respective dates were true and complete in all material respects and complied with applicable accounting requirements and the published rules and regulations of the Commission with respect thereto, were prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) (except in the case of unaudited statements permitted by Form 10-QSB under the Exchange Act) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present presented the consolidated financial position of the Company and its Subsidiaries as of the dates thereof and the consolidated income results of their operations and retained earnings and sources and applications of funds cash flows for the periods then ended (subject, in the case of any unaudited interim financial statements, to the absence of footnotes required by GAAP and normal year-end adjustmentsaudit adjustments that in the aggregate are not material and to any other adjustment described therein). 4.7.

Commission Filings. The Company has filed all required forms, reports and other documents with the Commission since October for periods from and after January 1, 1993 1996 (collectively, the "Commission Filings"), each of which has complied in all material respects with all applicable requirements of the Securities Act and the Exchange Act. The Company has heretofore made available to the Parent Purchaser all of the Commission Filings, including the Company's Annual Report on Form 10-KSB for the year ended December 31, 1996. As of their respective dates, the Commission Filings (including all exhibits and schedules thereto and documents incorporated by reference therein) did not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and its Subsidiaries subsidiaries included or incorporated by reference in such Commission Filings have been prepared in accordance with GAAP (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-QQSB), complied as of their respective dates in all material respects with applicable accounting requirements and the published rules and regulations of the Commission with respect thereto, and fairly present the consolidated financial position of the Company and its Subsidiaries subsidiaries as of the dates thereof and the consolidated income and retained earnings and sources and applications of funds for the periods then ended (subject, in the case of any unaudited interim financial statements, to the absence of footnotes required by GAAP and normal year-end adjustments). 4.7.