Common use of Commission Filings Clause in Contracts

Commission Filings. (a) The Company has filed with the Commission all required reports, schedules, forms, statements and other documents from January 1, 1994 through the date hereof. All documents filed by the Company with the Commission pursuant to the Securities Act or the Exchange Act since January 1, 1994 are referred to herein as the "Company Commission Filings;" the Company 1997 10-K, the Company's Quarterly Reports on Form 10-Q for the periods ended March 31, 1998 and June 30, 1998 and any Report on Form 8-K filed by the Company since January 1, 1998 and prior to the date hereof are collectively referred to as the "Company 1998 Commission Filings." The Company Commission Filings (i) were prepared, in all material respects, in accordance with the applicable requirements of the Securities Act and the Exchange Act and the rules and regulations thereunder, (ii) did not at the time they were filed contain any untrue statement of material fact, and (iii) did not at the time they were filed omit to state a material fact necessary to make the statements therein, in light of the circumstances in which they were made, not misleading. Each of the audited consolidated financial statements and unaudited interim consolidated financial statements (including any related notes or schedules) included in the Company Commission Filings was prepared in accordance with generally accepted accounting principles applied on a consistent basis, except as may be indicated therein or in the notes or schedules thereto, and fairly presented in all material respects the consolidated financial position of the Company and the Company Subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended, subject, in the case of the unaudited interim financial statements, to normal year-end audit adjustments and the absence of complete notes.

Commission Filings. (a) The Company has filed with the Commission all required reports, schedules, forms, statements reports and other documents with the Securities and Exchange Commission (the "Commission") for periods from and after January 1, 1994 through 1996 (collectively, the date hereof. All documents filed by the Company "Commission Filings"), each of which has complied in all material respects with the Commission pursuant to all applicable requirements of the Securities Act or of 1933, as amended (the "Securities Act"), and the Securities Exchange Act since January 1of 1934, 1994 are referred as amended. The Company has heretofore made available to herein as the "Company Purchaser all of the Commission Filings;" , including the Company 1997 Company's Annual Report on Form 10-KKSB for the year ended December 31, 1996, and the Company's Quarterly Reports on Form 10-Q QSB for the quarterly periods ended March 31, 1998 and 1997, June 30, 1998 1997 and any Report on Form 8-K filed by September 30, 1997. As of their respective dates, the Company since January 1, 1998 and prior to the date hereof are collectively referred to as the "Company 1998 Commission Filings." The Company Commission Filings (i) were prepared, in including all material respects, in accordance with the applicable requirements of the Securities Act exhibits and the Exchange Act schedules thereto and the rules and regulations thereunder, (iidocuments incorporated by reference therein) did not at the time they were filed contain any untrue statement of a material fact, and (iii) did not at the time they were filed fact or omit to state a material fact necessary in order to make the statements thereinmade, in light of the circumstances in under which they were made, not misleading. Each of the The audited consolidated financial statements and unaudited consolidated interim consolidated financial statements (including any related notes or schedules) included in of the Company and its subsidiaries included or incorporated by reference in such Commission Filings was have been prepared in accordance with generally general accepted accounting principles in the United States consistently applied on a consistent basis, ("GAAP") (except as may be indicated therein or in the notes or schedules thereto or, in the case of the unaudited statements, as permitted by Form 10-QSB), 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 presented in all material respects present the consolidated financial position of the Company and the Company Subsidiaries its subsidiaries as at of the dates thereof and the consolidated results income and retained earnings and sources and applications of their operations and cash flows funds for the periods then ended, ended (subject, in the case of the any unaudited interim financial statements, to the absence of footnotes required by GAAP and normal year-end audit adjustments and the absence of complete notesadjustments).

Commission Filings. (a) The Company has made available to Purchaser copies of the Company's (i) Annual Reports on Form 10-K for the fiscal years ended December 27, 1997 and 1998, (ii) Quarterly Reports on Form 10-Q for the quarter ended Xxxxx 00, 0000, (xxx) proxy statements relating to the Company's meetings of stockholders (whether annual or special) during the years 1997 through 1999, inclusive, and (iv) filings under the Securities Act, since January 1, 1997, in each case as filed with the Commission Commission. Except as set forth in SECTION 4.5 of the Company Disclosure Schedule, since January 1, 1997, the Company has filed all required reports, schedules, forms, registration statements and other documents from January 1required to be filed under the Exchange Act and the rules and regulations thereunder, 1994 through and all such reports, registration statements and other documents complied (except to the extent revised or superseded by a subsequent filing with the Commission prior to the date hereof. All documents filed by ), in all material respects, with the requirements of the Exchange Act, such compliance to be determined, to the extent applicable, in accordance with the standards applied to the Company with Reports in the Commission pursuant to following two sentences. As of their respective dates, the Securities Act or the Exchange Act since January 1, 1994 are referred to herein as the "Company Commission Filings;" the Company 1997 Company's Annual Report on Form 10-KK for 1998, the Company's Quarterly Reports on Form 10-Q for in 1999, the periods ended March 31, 1998 and June 30, 1998 and any Report Company's Current Reports on Form 8-K filed with respect to events which occurred in 1999 and the Company's 1999 Proxy Statement (together, the "COMPANY REPORTS") (except to the extent revised or superseded by a subsequent filing with the Company since January 1, 1998 and Commission prior to the date hereof are collectively referred to as the "Company 1998 Commission Filings." The Company Commission Filings (i) were prepared, in all material respects, in accordance with the applicable requirements of the Securities Act and the Exchange Act and the rules and regulations thereunder, (iihereof) did not at the time they were filed contain any untrue statement of a material fact, and (iii) did not at the time they were filed 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 in under which they were made, not misleading. Each of the The audited consolidated financial statements and unaudited consolidated interim consolidated financial statements of the Company (including any related notes or and schedules) included in the Company Commission Filings was reports referred to in clauses (i) and (ii) of the first sentence of this paragraph have been prepared in accordance with United States generally accepted accounting principles ("U.S. GAAP") applied on a consistent basis, basis during the periods involved (except as may be indicated therein or in the notes thereto) and (except to the extent revised or schedules thereto, and superseded by financial statements included in a subsequent filing with the Commission prior to the date hereof) fairly presented in all material respects present the consolidated financial position of the Company and the Company Subsidiaries its consolidated subsidiaries as at of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended, subject, in the case of the unaudited consolidated interim financial statements, to normal year-end audit adjustments and any other adjustments described therein, and the absence fact that the interim financial statements were prepared in accordance with the rules and regulations of complete notesthe Commission and, therefore, certain information required by U.S. GAAP may have been omitted. Except as set forth in SECTION 4.5 of the Company Disclosure Schedule, or in the Company Reports, since March 31, 1999, (i) there has not been a Material Adverse Effect, and (ii) except as permitted by this Agreement, there has been (1) no declaration, setting aside or payment of any dividend or other distribution by the Company in respect of the Company's Common Stock, and (2) no material change in the accounting principles as reflected in the first footnote of the audited financial statements of the Company for the fiscal year ending December 27, 1998.

Commission Filings. The Company has heretofore delivered to the Purchaser copies of the Company's (a) The Company has filed with the Commission all required reports, schedules, forms, statements and other documents from January 1, 1994 through the date hereof. All documents filed by the Company with the Commission pursuant to the Securities Act or the Exchange Act since January 1, 1994 are referred to herein as the "Company Commission Filings;" the Company 1997 Form 10-KK Report, the Company's (b) Quarterly Reports on Form 10-Q for the periods fiscal quarters ended March 31, 1998 and 1997, June 30, 1998 1997 and September 30, 1997 (collectively, the "Form 10-Q Reports"), and (c) all proxy statements relating to the Company's meetings of stockholders (whether annual or special) during 1996 and 1997, in each case as filed with the Commission. The Company has heretofore made available to the Purchaser 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 Report on Form 8-K filed by Reports with the Company Commission since January 1, 1998 and prior to the date hereof are collectively referred to as the "Company 1998 Commission Filings." 1997. 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 Filings (i) were prepared, in all material respects, in accordance complied with the applicable requirements of the Securities Act and or the Exchange Act and Act, as the rules and regulations thereundercase may be. As of their respective dates, the Commission Filings (iiincluding in all cases any exhibits or schedules thereto or documents incorporated therein by reference) did not at the time they were filed contain any untrue statement of material fact, and (iii) did not at the time they were filed 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 in under which they were made, not misleading. Each of the audited consolidated financial statements and unaudited interim consolidated financial statements (including any related notes or schedules) included in the Company Commission Filings was prepared in accordance with generally accepted accounting principles applied on a consistent basis, except as may be indicated therein or in the notes or schedules thereto, and fairly presented in all material respects the consolidated financial position of the Company and the Company Subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended, subject, in the case of the unaudited interim financial statements, to normal year-end audit adjustments and the absence of complete notes.

Commission Filings. (a) The Company has filed with the Commission all required reports, schedules, forms, statements and other documents from January 1with the SEC since June 30, 1994 through the date hereof1993. All documents filed by The Company has heretofore delivered to Parent its (a) Annual Reports on Form 10-K for each fiscal year of the Company beginning with the Commission pursuant to fiscal year ended June 30, 1993, as filed with the Securities Act or the Exchange Act since January 1SEC, 1994 are referred to herein as the "Company Commission Filings;" the Company 1997 10-K, the Company's (b) Quarterly Reports on Form 10-Q for each fiscal quarter of the periods Company beginning with the fiscal quarter ended March 31, 1998 and June September 30, 1998 1993, as filed with the SEC, (c) proxy statements relating to the Company's meetings of stockholders (whether annual or special) during each fiscal year beginning with the fiscal year 1993 and any Report on Form 8-K (d) all other reports filed by the Company with the SEC since January 1June 30, 1998 and prior to the date hereof are collectively referred to as 1993 (collectively, the "Company 1998 Commission Filings." The Company Commission Filings (i) were preparedSEC Documents"). As of their respective dates, the SEC Documents complied as to form in all material respects, in accordance respects with the applicable requirements of the Securities Act and the Exchange Act and the rules and regulations thereunderof the SEC promulgated thereunder and applicable to such SEC Documents, (ii) did not at and none of the time they were filed contain SEC Documents contained any untrue statement of a material fact, and (iii) did not at the time they were filed omit fact or omitted to state a material fact required to be stated therein or necessary to make the statements thereintherein , in light of the circumstances in under which they were made, not misleading, except for such statements, if any, as have been modified by subsequent filings prior to the date hereof and furnished to Parent. Each The financial statements of the audited consolidated financial statements and unaudited interim consolidated financial statements (including any related notes or schedules) Company included in the Company Commission Filings was SEC Documents comply with applicable accounting requirements and the rules of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles applied on a consistent basis, basis (except as may be specifically indicated therein or in the notes or schedules thereto, and fairly presented in all material respects the consolidated financial position of the Company and the Company Subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows except for the periods then ended, subject, in the case of the unaudited interim financial such statements, to normal year-end audit adjustments and the absence of complete notes.if any, as have been modified by subsequent filings

Commission Filings. (a) The Company has filed with the Commission all required reports, schedules, forms, statements reports and other documents from January 1, 1994 through the date hereof. All documents filed by the Company with the Securities and Exchange Commission pursuant to (the “Commission”) for periods from and after the completion of its initial public offering in December 2006 (collectively, the Commission Filings”), each of which has complied in all material respects with all applicable requirements of the Securities Act or and/or the Exchange Act since January 1, 1994 are referred (as applicable). The Company has heretofore made available to herein as the "Company Investors all of the Commission Filings;" , including the Company 1997 Company’s Annual Report on Form 10-KKSB for the year ended December 31, 2006 and the Company's ’s Quarterly Reports on Form 10-Q QSB for the quarterly periods ended March 31, 1998 2007 and June 30, 1998 and any Report on Form 8-K filed by 2007. As of their respective dates, the Company since January 1, 1998 and prior to the date hereof are collectively referred to as the "Company 1998 Commission Filings." The Company Commission Filings (i) were prepared, in all material respects, in accordance with the applicable requirements of the Securities Act and the Exchange Act and the rules and regulations thereunder, (ii) did not at the time they were filed contain any untrue statement of a material fact, and (iii) did not at the time they were filed fact or omit to state a material fact necessary in order to make the statements thereinmade, in light of the circumstances in under which they were made, not misleading. Each of the The audited consolidated financial statements and unaudited interim consolidated financial statements (including any related notes or schedules) included in of the Company included or incorporated by reference in such Commission Filings was have been prepared in accordance with generally accepted accounting principles principles, consistently applied on a consistent basis, (“GAAP”) (except as may be indicated therein or in the notes or schedules thereto, and fairly presented in all material respects the consolidated financial position of the Company and the Company Subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended, subjectthereto or, in the case of the unaudited consolidated statements, as permitted by Form 10-QSB), 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, in all material respects, the financial position of the Company as of the dates thereof and the results of 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 audit adjustments and the absence of complete notesadjustments).

Commission Filings. (a) The Company has filed with the Commission all required reports, schedules, forms, registration statements and other documents from January 1, 1994 through the date hereof. All documents definitive proxy statements required to be filed by the Company with the Commission pursuant to the Securities Act or the Exchange Act since January 1, 1994 are referred to herein 1992 (collectively, with any documents filed as exhibits thereto, the "SEC Reports"). Company Commission Filings;" the Company 1997 has heretofore made available to Parent its (i) Annual Reports on Form 10-KK for the years ended December 31, 1991, 1992 and 1993, as filed with the Company's Commission, (ii) Quarterly Reports on Form 10-Q for the periods quarters ended March 31, 1998 and 1994, June 30, 1998 1994 and any Report on Form 8-K filed by the Company September 30, 1994, (iii) proxy statements relating to all of Company's meetings of stockholders (whether annual or special) since January 1, 1998 1992, and prior to the date hereof are collectively referred to as the "(iv) all other reports or registration statements filed by Company 1998 Commission Filings." The Company Commission Filings (i) were prepared, in all material respects, in accordance with the applicable requirements Commission since January 1, 1992. As of the Securities Act their respective dates, such reports and the Exchange Act statements (including all exhibits and the rules schedules thereto and regulations thereunder, (iidocuments incorporated by reference therein) did not at the time they were filed contain any untrue statement of a material fact, and (iii) did not at the time they were filed fact or omit to state a material fact required to be stated therein or necessary in order to make the statements thereinmade, in light of the circumstances in under which they were made, not misleading. Each of the The audited consolidated financial statements and unaudited consolidated interim consolidated financial statements (including any related notes of Company and its Subsidiaries included or schedules) included incorporated by reference in such reports, and in Company's Annual Reports for the Company Commission Filings was years ended December 31, 1991, 1992 and 1993 heretofore delivered to Parent, have been prepared in accordance with generally accepted accounting principles applied on a consistent basis, basis during the periods involved (except as may be indicated therein or in the notes notes, or schedules theretothereto and except in the case of the unaudited interim statements, as may be permitted under Form 10-Q of the 8 12 Exchange Act), and fairly presented in all material respects present the consolidated financial position of the Company and the Company its consolidated Subsidiaries as at of the dates thereof and the consolidated results of their operations and cash flows changes in financial position for the periods then ended, ended (subject, in the case of the any unaudited interim financial statements, to normal year-end audit adjustments and the absence of complete notesadjustments).

Commission Filings. (a) The Company has filed with the Commission all required reports, schedules, forms, statements reports and other documents with the Securities and Exchange Commission (the "Commission") for periods from and after January 1, 1994 through 1996 (collectively, the date hereof. All documents filed by the Company "Commission Filings"), each of which has complied in all material respects with the Commission pursuant to all applicable requirements of the Securities Act or of 1933, as amended (the "Securities Act"), and the Securities Exchange Act since January 1of 1934, 1994 are referred as amended. The Company has heretofore made available to herein as the "Company Purchaser all of the Commission Filings;" , including the Company 1997 Company's Annual Report on Form 10-KKSB for the year ended December 31, 1996, and the Company's Quarterly Reports on Form 10-Q QSB for the quarterly periods ended March 31, 1998 and 1997, June 30, 1998 1997 and any Report on Form 8-K filed by September 30, 1997. As of their respective dates, the Company since January 1, 1998 and prior to the date hereof are collectively referred to as the "Company 1998 Commission Filings." The Company Commission Filings (i) were prepared, in including all material respects, in accordance with the applicable requirements of the Securities Act exhibits and the Exchange Act schedules thereto and the rules and regulations thereunder, (iidocuments incorporated by reference therein) did not at the time they were filed contain any untrue statement of a material fact, and (iii) did not at the time they were filed fact or omit to state a material fact necessary in order to make the statements thereinmade, in light of the circumstances in under which they were made, not misleading. Each of the The audited consolidated financial statements and unaudited consolidated interim consolidated financial statements (including any related notes or schedules) included in of the Company and its subsidiaries included or incorporated by reference in such Commission Filings was have been prepared in accordance with generally general accepted accounting principles in the United States consistently applied on a consistent basis, ("GAAP") (except as may be indicated therein or in the notes or schedules thereto or, in the case of the unaudited statements, as permitted by Form 10-QSB), 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 presented in all material respects present the consolidated financial position of the Company and the Company Subsidiaries its subsidiaries as at of the dates thereof and the consolidated results income and retained earnings and sources and applications of their operations and cash flows funds for the periods then ended, ended (subject, in the case of the any unaudited interim financial statements, to the absence of footnotes required by GAAP and normal year-end audit adjustments and adjustments). Since September 30, 1997, except as described in the absence of complete notesCommission Filings, there has not been any event which has had or would be expected to have a Material Adverse Effect.

Commission Filings. (a) The Company Buyer has filed with the Commission all required forms, reports, schedules, forms, statements and other documents from January 1, 1994 through the date hereof. All documents required to be filed by the Company with the Commission pursuant to the Securities Act or the Exchange Act it since January 1, 1994 are referred 1995 to herein as the "Company Commission Filings;" the Company 1997 10-K, the Company's Quarterly Reports date hereof (excluding its Annual Report on Form 10-Q K for the periods fiscal year ended March October 31, 1998 1994) (collectively, as supplemented and June 30amended since the time of filing, 1998 and any Report on Form 8-K filed by the Company since January 1, 1998 and prior to the date hereof are collectively referred to as the "Company 1998 Commission Filings." BUYER SEC REPORTS") with the SEC. The Company Commission Filings audited consolidated financial statements and unaudited consolidated interim financial statements of the Buyer and its subsidiaries included or incorporated by reference in such Buyer SEC Reports (icollectively, the "BUYER FINANCIAL STATEMENTS") were preparedhave been prepared in accordance with United States applicable generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and present fairly, in all material respects, the financial position and results of operations and, where applicable, cash flows of the Buyer and its subsidiaries on a consolidated basis at the respective dates and for the respective periods indicated (except, in accordance the case of all such financial statements that are interim financial statements, for normal year-end adjustments). Buyer SEC Reports, including all Buyer SEC Reports filed after the date of this Agreement and prior to the Effective Time, (i) were or will be prepared in all material respects with the all applicable requirements of the Securities Act and the Exchange Act Act, as the case may be and the rules and regulations thereunder, (ii) did not at the time they were filed or will not at the time they are filed, contain any untrue statement of a material fact, and (iii) did not at the time they were filed fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in under which they were made, not misleading. Each of the audited consolidated financial statements and unaudited interim consolidated financial statements (including any related notes or schedules) included in the Company Commission Filings was prepared in accordance with generally accepted accounting principles applied on a consistent basis, except as may be indicated therein or in the notes or schedules thereto, and fairly presented in all material respects the consolidated financial position of the Company and the Company Subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended, subject, in the case of the unaudited interim financial statements, to normal year-end audit adjustments and the absence of complete notes.

Commission Filings. (a) The Company has filed with the Commission all required reports, schedules, forms, statements reports and other documents with the Securities and Exchange Commission (the "Commission") for periods from and after January 1, 1994 through 1996 (collectively, the date hereof. All documents filed by the Company "Commission Filings"), each of which has complied in all material respects with the Commission pursuant to all applicable requirements of the Securities Act or of 1933, as amended (the "Securities Act"), and the Securities Exchange Act since January 1of 1934, 1994 are referred as amended. The Company has heretofore made available to herein as the "Company Purchaser all of the Commission Filings;" , including the Company 1997 Company's Annual Report on Form 10-KKSB for the year ended December 31, 1996, and the Company's Quarterly Reports on Form 10-Q 10- QSB for the quarterly periods ended March 31, 1998 and 1997, June 30, 1998 1997 and any Report on Form 8-K filed by September 30, 1997. As of their respective dates, the Company since January 1, 1998 and prior to the date hereof are collectively referred to as the "Company 1998 Commission Filings." The Company Commission Filings (i) were prepared, in including all material respects, in accordance with the applicable requirements of the Securities Act exhibits and the Exchange Act schedules thereto and the rules and regulations thereunder, (iidocuments incorporated by reference therein) did not at the time they were filed contain any untrue statement of a material fact, and (iii) did not at the time they were filed fact or omit to state a material fact necessary in order to make the statements thereinmade, in light of the circumstances in under which they were made, not misleading. Each of the The audited consolidated financial statements and unaudited consolidated interim consolidated financial statements (including any related notes or schedules) included in of the Company and its subsidiaries included or incorporated by reference in such Commission Filings was have been prepared in accordance with generally general accepted accounting principles in the United States consistently applied on a consistent basis, ("GAAP") (except as may be indicated therein or in the notes or schedules thereto or, in the case of the unaudited statements, as permitted by Form 10-QSB), 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 presented in all material respects present the consolidated financial position of the Company and the Company Subsidiaries its subsidiaries as at of the dates thereof and the consolidated results income and retained earnings and sources and applications of their operations and cash flows funds for the periods then ended, ended (subject, in the case of the any unaudited interim financial statements, to the absence of footnotes required by GAAP and normal year-end audit adjustments and adjustments). Since September 30, 1997, except as described in the absence of complete notesCommission Filings, there has not been any event which has had or would be expected to have a Material Adverse Effect.

Commission Filings. (a) The Company has filed with the Commission all required reports, schedules, forms, statements reports and other documents from January 1, 1994 through the date hereof. All documents filed by the Company with the Securities and Exchange Commission pursuant to (the “Commission”) for periods from and after the completion of its initial public offering in December 2006 (collectively, the Commission Filings”), each of which has complied in all material respects with all applicable requirements of the Securities Act or and/or the Exchange Act since January 1, 1994 are referred (as applicable). The Company has heretofore made available to herein as the "Company Investors all of the Commission Filings;" , including the Company 1997 Company’s Annual Report on Form 10-KKSB for the year ended December 31, 2006 and the Company's ’s Quarterly Reports on Form 10-Q QSB for the quarterly periods ended March 31, 1998 and 2007, June 30, 1998 2007 and any Report on Form 8-K filed by September 30, 2007. As of their respective dates, the Company since January 1, 1998 and prior to the date hereof are collectively referred to as the "Company 1998 Commission Filings." The Company Commission Filings (i) were prepared, in all material respects, in accordance with the applicable requirements of the Securities Act and the Exchange Act and the rules and regulations thereunder, (ii) did not at the time they were filed contain any untrue statement of a material fact, and (iii) did not at the time they were filed fact or omit to state a material fact necessary in order to make the statements thereinmade, in light of the circumstances in under which they were made, not misleading. Each of the The audited consolidated financial statements and unaudited interim consolidated financial statements (including any related notes or schedules) included in of the Company included or incorporated by reference in such Commission Filings was have been prepared in accordance with generally accepted accounting principles principles, consistently applied on a consistent basis, (“GAAP”) (except as may be indicated therein or in the notes or schedules thereto, and fairly presented in all material respects the consolidated financial position of the Company and the Company Subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended, subjectthereto or, in the case of the unaudited consolidated statements, as permitted by Form 10-QSB), 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, in all material respects, the financial position of the Company as of the dates thereof and the results of 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 audit adjustments and the absence of complete notesadjustments).