Common use of Commission Filings Clause in Contracts

Commission Filings. 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 31, 1993 and 1994, (ii) Quarterly Reports on Form 10-Q for the quarters ended March 31, June 30, and September 30, 1995, (iii) proxy statements relating to the Company's meetings of stockholders (whether annual or special) during the years 1993 through 1995, inclusive, and (iv) filings under the Securities Act of 1933, as amended (the "Securities Act"), since January 1, 1993, in each case as filed with the Commission. Except as set forth in Schedule 4.5, since January 1, 1993, the Company has filed all reports, registration statements and other documents required to be filed under the Exchange Act and the rules and regulations thereunder, and all such reports, registration statements and other documents complied, 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 Reports in the following two sentences. As of their respective dates, the Company's Annual Report on Form 10-K for 1994, the Company's Quarterly Reports on Form 10-Q in 1995, the Company's Current Report on Form 8-K with respect to events which occurred in 1995 and the Company's 1995 Proxy Statement (together, the "Company Reports") did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in 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 (including any related notes and schedules) included in the 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 ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of the Company and its consolidated subsidiaries as 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 adjustments and any other adjustments described therein, and the fact that the interim financial statements were prepared in accordance with the rules and regulations of the Commission and, therefore, certain information required by GAAP may have been omitted. Except as set forth in Schedule 4.5, or in the Company Reports since December 31, 1994, (i) there has not been a Material Adverse Effect, (ii) no events have occurred other than events that affect the general economy or the Company's industry generally which have had or which reasonably would be expected to have a Material Adverse Effect, and (iii) except as permitted by this Agreement, there has been (1) no direct or indirect redemption, purchase or other acquisition of any shares of the Company's capital stock by the Company or any subsidiary, (2) no declaration, setting aside or payment of any dividend or other distribution by the Company in respect of the Company's Common Stock, (3) no issuance of any shares of capital - 17 - stock of the Company (except in connection with the exercise of Warrants or Options, grants of restricted stock or conversion of Preferred Shares, each in accordance with its respective terms), (4) except as permitted by Section 5.1 or with respect to any grants under the stock option and stock award plans referred to in Section 4.3, no granting to any person of any option to purchase or other right to acquire shares of capital stock of the Company, (5) no stock split or other reclassification of the Company's capital stock, and (6) no 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 31, 1994.

Commission Filings. The Company has made available heretofore delivered to Purchaser ------------------ copies of the Company's Parent (i) its Annual Reports Report on Form 10-K for the fiscal years year ended December 31, 1993 and 19942007, (ii) Quarterly Reports on Form 10-Q for the quarters ended March 31, June 30, and September 30, 1995, (iii) proxy statements relating to the Company's meetings of stockholders (whether annual or special) during the years 1993 through 1995, inclusive, and (iv) filings under the Securities Act of 1933, as amended (the "Securities Act"), since January 1, 1993, in each case as filed with the Commission. Except as set forth in Schedule 4.5, SEC (the “10-K”) and (ii) all other reports filed by the Company with the SEC under the Exchange Act since January 1, 1993the initial filing of the 10-K (collectively, the Company has filed “SEC Reports”). As of their respective dates, the SEC Reports complied in all reports, registration statements and other documents required to be filed under material respects with the requirements of the Exchange Act and the rules and regulations thereunderof the SEC promulgated thereunder and applicable to such SEC Reports, and all such reports, registration statements and other documents complied, in all material respects, with the requirements none of the Exchange Act, such compliance to be determined, to the extent applicable, in accordance with the standards applied to the Company SEC Reports in the following two sentences. As of their respective dates, the Company's Annual Report on Form 10-K for 1994, the Company's Quarterly Reports on Form 10-Q in 1995, the Company's Current Report on Form 8-K with respect to events which occurred in 1995 and the Company's 1995 Proxy Statement (together, the "Company Reports") did not contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements therein, 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 (including any related notes and schedules) its subsidiaries included in the reports referred SEC Reports previously provided to the Parent comply as to form in clauses (i) all material respects with applicable accounting requirements and (ii) published rules of the first sentence of this paragraph SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes theretothereto and except, in the case of unaudited statements, as permitted by Form 10-Q and Regulation S-X of the SEC) and fairly present the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations operations, changes in stockholders’ equity (to the extent applicable) and statements of cash flows for the periods then ended, subject, in the case of the unaudited consolidated interim financial statements, to normal year-end adjustments and any other adjustments described therein, and the fact that the interim financial statements were prepared in accordance with the rules and regulations of the Commission and, therefore, certain information required by GAAP may have been omitted. Except as set forth in Schedule 4.5Section 3.7 of the Company Disclosure Schedule, the Company has timely filed all forms, statements and documents required to be filed by it with the SEC during the past three years. No subsidiary of the Company is required to make any filing with the SEC. Each of the Company’s Chief Executive Officer and Chief Financial Officer has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of the Sxxxxxxx-Xxxxx Act of 2002 with respect to the Company SEC Reports and the statements contained in such certifications are true and accurate. The Company has established and maintains disclosure controls and procedures for the purposes of Rules 13a-15 and 15d-15 of the Exchange Act in all material respects. Those disclosure controls and procedures are designed to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to the Company’s Chief Executive Officer and its Chief Financial Officer by others within those entities and such disclosure controls and procedures are effective to perform the functions for which they were established. The Company’s auditors and the Audit Committee of the Board of Directors have been advised of: (i) any significant deficiencies in the design or operation of internal controls which could adversely affect the Company’s ability to record, process, summarize and report financial data and (ii) any fraud, whether or not material, that involves management or other employees who have a role in the Company’s internal controls. Since the date of the most recent evaluation of such disclosure controls and procedures, there have been no significant changes in internal controls or in the Company Reports since other factors that could significantly affect internal controls, including any corrective actions with regard to sufficient deficiencies and material weaknesses. The above disclosure controls and procedures were evaluated at least one time prior to December 31, 1994, (i) there has not been a Material Adverse Effect, (ii) no events have occurred other than events that affect the general economy or the Company's industry generally which have had or which reasonably would be expected to have a Material Adverse Effect, and (iii) except as permitted by this Agreement, there has been (1) no direct or indirect redemption, purchase or other acquisition of any shares of the Company's capital stock by the Company or any subsidiary, (2) no declaration, setting aside or payment of any dividend or other distribution by the Company in respect of the Company's Common Stock, (3) no issuance of any shares of capital - 17 - stock of the Company (except in connection with the exercise of Warrants or Options, grants of restricted stock or conversion of Preferred Shares, each in accordance with its respective terms), (4) except as permitted by Section 5.1 or with respect to any grants under the stock option and stock award plans referred to in Section 4.3, no granting to any person of any option to purchase or other right to acquire shares of capital stock of the Company, (5) no stock split or other reclassification of the Company's capital stock, and (6) no 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 31, 19942007.

Commission Filings. The Company has made available previously delivered to the Purchaser ------------------ copies of the Company's (i) its Annual Reports Report on Form 10-K for the fiscal years year ended December 31, 1993 2001, and 1994any amendments thereto, as filed with the Securities and Exchange Commission (the "SEC") (as amended through the date hereof, the "10-K"), (ii) Quarterly Reports on Form 10-Q for the quarters ended March 31, June 30, and September 30, 1995, (iii) its proxy statements statement relating to the Company's meetings of stockholders shareholders (whether annual or special) during 2002, as filed with the years 1993 through 1995, inclusiveSEC, and (iviii) filings all other reports filed by the Company with the SEC under the Securities Exchange Act of 1933, as amended (the "Securities Act"), since January 1, 19932000 (collectively, the "SEC Documents"). As of their respective dates, the SEC Documents complied as to form in each case as filed all material respects with the Commission. Except as set forth in Schedule 4.5, since January 1, 1993, the Company has filed all reports, registration statements and other documents required to be filed under requirements of the Exchange Act and the rules and regulations thereunderof the SEC promulgated thereunder and applicable to such SEC Documents, and all such reports, registration statements and other documents complied, in all material respects, with the requirements none of the Exchange Act, such compliance to be determined, to the extent applicable, in accordance with the standards applied to the Company Reports in the following two sentences. As of their respective dates, the Company's Annual Report on Form 10-K for 1994, the Company's Quarterly Reports on Form 10-Q in 1995, the Company's Current Report on Form 8-K with respect to events which occurred in 1995 and the Company's 1995 Proxy Statement (together, the "Company Reports") did not contain SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company (including any related notes and schedules) its Subsidiaries included in the reports referred SEC Documents previously provided to the Purchaser comply as to form in clauses (i) all material respects with applicable accounting requirements and (ii) published rules of the first sentence of this paragraph SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes theretothereto and except, in the case of unaudited statements, as permitted by Form 10-Q and Regulation S-X of the SEC) and fairly present the consolidated financial position of the Company and its consolidated subsidiaries Subsidiaries as of the dates thereof and the consolidated results of their operations operations, changes in shareholders' equity (to the extent applicable) and statements of cash flows flow for the periods then ended, subject, in the case of the unaudited consolidated interim financial statements, to normal year-end adjustments and any other adjustments described therein, and the fact that the interim financial statements were prepared in accordance with the rules and regulations of the Commission and, therefore, certain information required by GAAP may have been omitted. Except as set forth in Schedule 4.5, or in the Company Reports since December 31, 1994, (i) there has not been a Material Adverse Effect, (ii) no events have occurred other than events that affect the general economy or the Company's industry generally which have had or which reasonably would be expected to have a Material Adverse Effect, and (iii) except as permitted by this Agreement, there has been (1) no direct or indirect redemption, purchase or other acquisition of any shares of the Company's capital stock by the Company or any subsidiary, (2) no declaration, setting aside or payment of any dividend or other distribution by the Company in respect of the Company's Common Stock, (3) no issuance of any shares of capital - 17 - stock of the Company (except in connection with the exercise of Warrants or Options, grants of restricted stock or conversion of Preferred Shares, each in accordance with its respective terms), (4) except as permitted by Section 5.1 or with respect to any grants under the stock option and stock award plans referred to in Section 4.3, no granting to any person of any option to purchase or other right to acquire shares of capital stock of the Company, (5) no stock split or other reclassification of the Company's capital stock, and (6) no change in the accounting principles as reflected in the first footnote of the audited The consolidated unaudited financial statements of the Company and its Subsidiaries for the fiscal period ended September 30, 2002 (the "Unaudited Third Quarter Financial Statements") previously provided to the Purchaser have been prepared using the same accounting principles and policies and in a manner consistent with the consolidated financial statements of the Company and its Subsidiaries for the year ending ended December 31, 19942001 included in the 10-K and fairly present the consolidated financial position of the Company and its consolidated Subsidiaries as of September 30, 2002 and the consolidated results of their operations and statement of cash flows for the nine months ended September 30, 2002. As of the date hereof, the Company has not filed any definitive reports or statements with the SEC since November 22, 2002. The Company will provide the Purchaser with each draft version of the Company's Annual Report on Form 10-K, including documents incorporated therein by reference, for the year ended December 31, 2002, promptly after preparation of such draft.

Commission Filings. (a) The Company has made available to Purchaser ------------------ copies of the Company's Parent its (ia) Annual Reports on Form 10-K (the "Company 10-K's") for the fiscal years ended December 31, 1993 1996, December 31, 1997 and 1994December 31, 1998 as filed with the Commission, (ii) Quarterly Reports on Form 10-Q for the quarters ended March 31, June 30, and September 30, 1995, (iiib) proxy statements relating to all of the Company's meetings of stockholders (whether annual or special) during the years 1993 through 1995since January 1, inclusive1996, and (ivc) filings under all other reports or registration statements filed by the Company with the Commission since January 1, 1996 (collectively, the "Filings"). The Filings were prepared and the Subsequent Filings (as defined hereafter) will be prepared in all material respects in accordance with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), since January 1, 1993, in each case as filed with the Commission. Except as set forth in Schedule 4.5, since January 1, 1993, the Company has filed all reports, registration statements ) and other documents required to be filed under the Exchange Act and the rules and regulations thereunder, and all such reports, registration statements and other documents complied, in all material respects, with the requirements of the Exchange Act, Commission thereunder applicable to such compliance to be determined, to the extent applicable, in accordance with the standards applied to the Company Reports in the following two sentencesFilings and Subsequent Filings. As of their respective dates, the Company's Annual Report on Form 10-K for 1994, the Company's Quarterly Reports on Form 10-Q in 1995, the Company's Current Report on Form 8-K with respect to events which occurred in 1995 Filings (including all exhibits and schedules thereto and documents incorporated by reference therein) did not contain and the Company's 1995 Proxy Statement (together, the "Company Reports") did Subsequent Filings will 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 therein, 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 (including any related notes and schedulesor schedules thereto) included or incorporated by reference in the reports referred to Filings have complied in clauses (i) all material respects with the applicable published accounting rules and (ii) regulations of the first sentence of this paragraph Commission with respect thereto and have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes or schedules thereto) ), and fairly present the consolidated financial position of the Company and its consolidated subsidiaries Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows of the Company and its consolidated Subsidiaries for the respective periods then ended, except as otherwise indicated in the notes thereto (subject, in the case of the any unaudited consolidated interim financial statements, to normal year-end adjustments which were not and any other adjustments described thereinare not expected, and the fact that the interim financial statements were prepared in accordance with the rules and regulations of the Commission and, therefore, certain information required by GAAP may have been omitted. Except as set forth in Schedule 4.5, individually or in the Company Reports since December 31aggregate, 1994, (i) there has not been a Material Adverse Effect, (ii) no events have occurred other than events that affect the general economy or the Company's industry generally which have had or which reasonably would be expected to have a Material Adverse Effect). Since January 1, 1992 and (iii) except as permitted by this Agreement, there has been (1) no direct or indirect redemption, purchase or other acquisition of any shares until the consummation of the Company's capital stock Offer, the Company has filed or will file with the Commission all reports, proxy statements and other documents required by Section 13, 14 or 15 of the Exchange Act to be filed by it. All reports, proxy statements and other documents required by the Exchange Act to be filed by the Company or any subsidiary, (2) no declaration, setting aside or payment of any dividend or other distribution by after the Company in respect date hereof and until the consummation of the Company's Common StockOffer, except for the Schedule 14D-9 and the Proxy Statement (3) no issuance of any shares of capital - 17 - stock of the Company (except in connection with the exercise of Warrants or Options, grants of restricted stock or conversion of Preferred Shares, each in accordance with its respective termsas hereinafter defined), (4) except as permitted by Section 5.1 or with respect to any grants under the stock option and stock award plans are referred to in Section 4.3, no granting to any person of any option to purchase or other right to acquire shares of capital stock of herein as the Company, (5) no stock split or other reclassification of the Company's capital stock, and (6) no 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 31, 1994"Subsequent Filings."

Commission Filings. The Company Since January 1, 1997, Parent has ------------------ filed with the SEC all forms, statements, reports and documents (including all exhibits, post-effective amendments and supplements thereto) required to be filed by it under each of the Securities Act, the Exchange Act and the respective rules and regulations thereunder, all of which, as amended if applicable, complied when filed (or, in the case of filing under the Securities Act, at the time of effectiveness) in all material respects with all applicable requirements of the appropriate act and the rules and regulations thereunder. Parent has previously delivered or made available to Purchaser ------------------ the Company copies (including all exhibits, post-effective amendments and supplements thereto) of the Company's its (ia) Annual Reports on Form 10-K for the fiscal years year ended December 31, 1993 1998, and 1994for the immediately preceding fiscal year, as filed with the SEC, (ii) Quarterly Reports on Form 10-Q for the quarters ended March 31, June 30, and September 30, 1995, (iiib) proxy and information statements relating to the Company's (i) all meetings of its stockholders (whether annual or special) during and (ii) actions taken by consent in lieu of a stockholders' meeting from January 1, 1997, until the years 1993 through 1995, inclusivedate hereof, and (ivc) filings under all other reports, including quarterly reports, and registration statements filed by Parent with the Securities Act of 1933, as amended (the "Securities Act"), SEC since January 1, 1993, in each case as filed with the Commission. Except as set forth in Schedule 4.5, since January 1, 1993, the Company has filed all reports, 1997 (other than registration statements filed on Form S-8) (the documents referred to in clauses (a), (b) and other documents required to be (c) filed under the Exchange Act and the rules and regulations thereunder, and all such reports, registration statements and other documents complied, in all material respects, with the requirements of the Exchange Act, such compliance to be determined, prior to the extent applicable, in accordance with date hereof are collectively referred to as the standards applied to the Company Reports in the following two sentences"SEC Reports"). As of their respective datesdates (or, in the Company's Annual Report on Form 10-K for 1994case of filing under the Securities Act, at the Company's Quarterly time of effectiveness), (A) the SEC Reports on Form 10-Q in 1995, the Company's Current Report on Form 8-K with respect to events which occurred in 1995 and the Company's 1995 Proxy Statement (together, the "Company Reports") did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and (B) the SEC Reports included all required exhibits. The audited consolidated financial statements of Parent included in the Annual Report on Form 10-K for the year ended December 31, 1998, and the unaudited consolidated interim financial statements of the Company (including any related notes and schedules) included in Parent's Quarterly Report on Form 10-Q for the reports referred to in clauses quarter ending September 30, 1999 (icollectively, the "Parent Financial Statements") and (ii) of the first sentence of this paragraph have been prepared in accordance with United States generally accepted accounting principles ("GAAP") GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly and accurately present the consolidated financial position of the Company Parent and its consolidated subsidiaries as 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 unaudited consolidated interim financial statements, to normal year-end adjustments and any other adjustments described therein, and the fact that the interim financial statements were prepared in accordance with the rules and regulations to normal year- end adjustments, none of the Commission andwhich, therefore, certain information required by GAAP may have been omitted. Except as set forth in Schedule 4.5, individually or in the Company Reports since December 31aggregate, 1994, (i) there has not been a Material Adverse Effect, (ii) no events have occurred other than events that affect the general economy or the Company's industry generally which have had or which reasonably would be expected to have a Material Adverse Effectmaterial adverse effect on the business, operations, properties, assets, condition (financial or other) or results of operations of Parent and (iii) except its subsidiaries, taken as permitted by this Agreement, there has been (1) no direct or indirect redemption, purchase or other acquisition of any shares of the Company's capital stock by the Company or any subsidiary, (2) no declaration, setting aside or payment of any dividend or other distribution by the Company in respect of the Company's Common Stock, (3) no issuance of any shares of capital - 17 - stock of the Company (except in connection with the exercise of Warrants or Options, grants of restricted stock or conversion of Preferred Shares, each in accordance with its respective termsa whole), (4) except as permitted by Section 5.1 or with respect to any grants under the stock option and stock award plans referred to in Section 4.3, no granting to any person of any option to purchase or other right to acquire shares of capital stock of the Company, (5) no stock split or other reclassification of the Company's capital stock, and (6) no 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 31, 1994.

Commission Filings. The Company has made available to Purchaser ------------------ copies filed all required forms, reports and other documents with the Securities and Exchange Commission (the "Commission") for periods from and after January 1, 1996 (collectively, the "Commission Filings"), each of the Company's (i) Annual Reports on Form 10-K for the fiscal years ended December 31, 1993 and 1994, (ii) Quarterly Reports on Form 10-Q for the quarters ended March 31, June 30, and September 30, 1995, (iii) proxy statements relating to the Company's meetings which has complied in all material respects with all applicable requirements of stockholders (whether annual or special) during the years 1993 through 1995, inclusive, and (iv) filings under the Securities Act of 1933, as amended AMENDED (the THE "Securities SECURITIES Act"), since January 1and the Securities Exchange Act of 1934, 1993, in each case as filed with the Commissionamended. Except as set forth in Schedule 4.5, since January 1, 1993, the The Company has filed heretofore made available to the Purchaser all reports, registration statements and other documents required to be filed under the Exchange Act and the rules and regulations thereunder, and all such reports, registration statements and other documents complied, in all material respects, with the requirements of the Exchange ActCommission Filings, such compliance to be determined, to the extent applicable, in accordance with the standards applied to the Company Reports in the following two sentences. As of their respective dates, including the Company's Annual Report on Form 10-K KSB for 1994the year ended December 31, 1996, and the Company's Quarterly Reports on Form 10-Q in 1995QSB for the quarterly periods ended March 31, 1997, June 30, 1997 and September 30, 1997. As of their respective dates, the Company's Current Report on Form 8-K with respect to events which occurred in 1995 Commission Filings (including all exhibits and the Company's 1995 Proxy Statement (together, the "Company Reports"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 thereinmade, 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 (including any related notes and schedules) its subsidiaries included or incorporated by reference in the reports referred to in clauses (i) and (ii) of the first sentence of this paragraph such Commission Filings have been prepared in accordance with United States generally general accepted accounting principles in the United States consistently applied ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes 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 present the consolidated financial position of the Company and its consolidated subsidiaries as 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 consolidated interim financial statements, to the absence of footnotes required by GAAP and normal year-end adjustments and any other adjustments adjustments). Since September 30, 1997, except as described therein, and the fact that the interim financial statements were prepared in accordance with the rules and regulations of the Commission andFilings, therefore, certain information required by GAAP may have been omitted. Except as set forth in Schedule 4.5, or in the Company Reports since December 31, 1994, (i) there has not been any event which has had or would BE EXPECTED TO HAVE a Material Adverse Effect, (ii) no events have occurred other than events that affect the general economy or the Company's industry generally which have had or which reasonably would be expected to have a Material Adverse Effect, and (iii) except as permitted by this Agreement, there has been (1) no direct or indirect redemption, purchase or other acquisition of any shares of the Company's capital stock by the Company or any subsidiary, (2) no declaration, setting aside or payment of any dividend or other distribution by the Company in respect of the Company's Common Stock, (3) no issuance of any shares of capital - 17 - stock of the Company (except in connection with the exercise of Warrants or Options, grants of restricted stock or conversion of Preferred Shares, each in accordance with its respective terms), (4) except as permitted by Section 5.1 or with respect to any grants under the stock option and stock award plans referred to in Section 4.3, no granting to any person of any option to purchase or other right to acquire shares of capital stock of the Company, (5) no stock split or other reclassification of the Company's capital stock, and (6) no 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 31, 1994.

Commission Filings. The Company Purchaser has filed all required forms, reports and other documents with the Commission for periods from and after December 31, 1997 (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 Purchaser has heretofore made available to Purchaser ------------------ copies the Seller all of the CompanyCommission Filings, including the Purchaser's (i) Annual Reports Report on Form 10-K for the fiscal years year ended December 31, 1993 and 1994, 1997; (ii) Quarterly Reports Report on Form 10-Q for the quarters quarter ended March 31, 1998; (iii) Quarterly Report on Form 10-Q for the quarter ended June 30, and 1998; (iv) Quarterly Report on Form 10-Q for the quarter ended September 30, 1995, 1998; and (iiiv) proxy statements statement filed with the Commission relating to the CompanyPurchaser's meetings 1998 annual meeting of stockholders (whether annual or special) during the years 1993 through 1995, inclusive, and (iv) filings under the Securities Act of 1933, as amended (the "Securities Act"), since January 1, 1993, in each case as filed with the Commission. Except as set forth in Schedule 4.5, since January 1, 1993, the Company has filed all reports, registration statements and other documents required to be filed under the Exchange Act and the rules and regulations thereunder, and all such reports, registration statements and other documents complied, 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 Reports in the following two sentencesstockholders. As of their respective dates, the Company's Annual Report on Form 10-K for 1994, the Company's Quarterly Reports on Form 10-Q in 1995, the Company's Current Report on Form 8-K with respect to events which occurred in 1995 Commission Filings (including all exhibits and the Company's 1995 Proxy Statement (together, the "Company Reports"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 thereinmade, 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 Purchaser (including any related notes and schedulesthe "Purchaser Financial Statements") included or incorporated by reference in the reports referred to in clauses (i) and (ii) of the first sentence of this paragraph such Commission Filings have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved 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 consolidated subsidiaries Purchaser as 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 consolidated interim financial statements, to the absence of footnotes required by GAAP and normal year-end adjustments and any other adjustments described therein, and the fact that the interim financial statements were prepared in accordance with the rules and regulations of the Commission and, therefore, certain information required by GAAP may have been omitted. Except as set forth in Schedule 4.5, or in the Company Reports since December 31, 1994, (i) there has not been a Material Adverse Effect, (ii) no events have occurred other than events that affect the general economy or the Company's industry generally which have had or which reasonably would be expected to have a Material Adverse Effect, and (iii) except as permitted by this Agreement, there has been (1) no direct or indirect redemption, purchase or other acquisition of any shares of the Company's capital stock by the Company or any subsidiary, (2) no declaration, setting aside or payment of any dividend or other distribution by the Company in respect of the Company's Common Stock, (3) no issuance of any shares of capital - 17 - stock of the Company (except in connection with the exercise of Warrants or Options, grants of restricted stock or conversion of Preferred Shares, each in accordance with its respective termsadjustments), (4) except as permitted by Section 5.1 or with respect to any grants under the stock option and stock award plans referred to in Section 4.3, no granting to any person of any option to purchase or other right to acquire shares of capital stock of the Company, (5) no stock split or other reclassification of the Company's capital stock, and (6) no 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 31, 1994.

Commission Filings. All reports, forms and statements required to be filed by the Company during the period from December 28, 1996 to the date of this Agreement under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), have been duly and timely filed and were in compliance with the requirements of their respective forms. The Company has made available previously delivered to Purchaser ------------------ the Buyer copies of the Company's (i) Annual Reports annual report on Form 10-K for the fiscal years year ended December 3128, 1993 and 19941996, (ii) Quarterly Reports with all amendments, all of the Company's quarterly reports on Form 10-Q for and current reports on Form 8-K from December 29, 1996 to the quarters ended March 31date hereof, June 30with all amendments (if any), and September 30, 1995, (iii) proxy statements relating to the Company's meetings annual report to stockholders for the fiscal year ended December 28, 1996, the Company's proxy statement in connection with its annual meeting of stockholders (whether annual or special) during the years 1993 through 1995held on July 10, inclusive1997 and all registration statements, and (iv) filings under the Securities Act of 1933if any, as amended (the "Securities Act"), since January 1, 1993, in each case as filed with the Commission. Except as set forth in Schedule 4.5, since January 1, 1993, that the Company has filed all reports, registration statements and other documents required to be filed under the Exchange Act and the rules and regulations thereunder, and all such reports, registration statements and other documents complied, in all material respects, with the requirements Securities and Exchange Commission (the "Commission") in fiscal 1997. The Company has heretofore made public disclosure of such additional material information since the Exchange Act, such compliance to be determined, to the extent applicable, in accordance with the standards applied to the Company Reports in the following two sentences. As date of their respective dates, the Company's Annual Report annual report on Form 10-K for 1994the fiscal year ended December 28, 1996 as it was required to disclose pursuant to the Company's Quarterly Reports requirements of applicable Federal and state securities and other laws and has furnished copies of such disclosure to the Buyer. The annual report on Form 10-K for the fiscal year ended December 28, 1996, as amended, and all subsequent reports on Form 10-Q in 1995, the Company's Current Report on Form and 8-K K, annual reports to stockholders, proxy statements and other public disclosures as of the dates thereof or the dates made, and such other documents or information with respect to events which occurred in 1995 and the Company's 1995 Proxy Statement (together, required to be supplied to the "Buyer pursuant to this Agreement or supplied to the Buyer at its request by the Company Reports") or on its behalf, were or are true, correct and complete and did not or do not contain any untrue statement of a material fact and did not or do not 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. The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company (including any related notes and schedules) included in the 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 ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of the Company and its consolidated subsidiaries as 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 adjustments and any other adjustments described therein, and the fact that the interim financial statements were prepared in accordance with the rules and regulations of the Commission and, therefore, certain information required by GAAP may have been omitted. Except as set forth in Schedule 4.5, or in the Company Reports since December 31, 1994, (i) there has not been a Material Adverse Effect, (ii) no events have occurred other than events that affect the general economy or the Company's industry generally which have had or which reasonably would be expected to have a Material Adverse Effect, and (iii) except as permitted by this Agreement, there has been (1) no direct or indirect redemption, purchase or other acquisition of any shares of the Company's capital stock by the Company or any subsidiary, (2) no declaration, setting aside or payment of any dividend or other distribution by the Company in respect of the Company's Common Stock, (3) no issuance of any shares of capital - 17 - stock of the Company (except in connection with the exercise of Warrants or Options, grants of restricted stock or conversion of Preferred Shares, each in accordance with its respective terms), (4) except as permitted by Section 5.1 or with respect to any grants under the stock option and stock award plans referred to in Section 4.3, no granting to any person of any option to purchase or other right to acquire shares of capital stock of the Company, (5) no stock split or other reclassification of the Company's capital stock, and (6) no 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 31, 1994.

Commission Filings. 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 31, 1993 properly and 1994, (ii) Quarterly Reports on Form 10-Q for the quarters ended March 31, June 30, and September 30, 1995, (iii) proxy statements relating to the Company's meetings of stockholders (whether annual or special) during the years 1993 through 1995, inclusive, and (iv) filings under the Securities Act of 1933, as amended (the "Securities Act"), since January 1, 1993, in each case as timely filed with the Commission. Except as set forth in Schedule 4.5, since January 1, 1993, the Company has filed Commission all reports, registration statements proxy statements, forms and other documents required to be filed with the Commission under the Securities Act and the Exchange Act since becoming subject to such Acts (the “Commission Filings”). As of their date of filing, (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 thereunder, and all such reports, registration statements and other documents complied, in all material respects, with the requirements of the Exchange Act, Commission promulgated thereunder applicable to such compliance to be determined, Commission Filings and (ii) to the extent applicable, in accordance with the standards applied to the Company Reports in the following two sentences. As Knowledge of their respective dates, the Company's Annual Report on Form 10-K for 1994, none of the Company's Quarterly Reports on Form 10-Q in 1995, Commission Filings contained at the Company's Current Report on Form 8-K with respect to events which occurred in 1995 and the Company's 1995 Proxy Statement (together, the "Company Reports") did not contain 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 therein, 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 (including any related notes and schedules) included in the reports referred to in clauses (i) and (ii) Commission Filings, as of the first sentence dates of this paragraph have been such documents, 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 to the Knowledge of the Company prepared in accordance with United States 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 consolidated subsidiaries Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended, ended (subject, in the case of the unaudited consolidated interim financial statements, to normal year-end audit adjustments that in the aggregate are not material and to any other adjustments adjustment described therein, and the fact that the interim financial statements were prepared in accordance with the rules and regulations of the Commission and, therefore, certain information required by GAAP may have been omitted). Except as set forth in Schedule 4.5, or in the Company Reports since December 31, 1994, (i) there has not been a Material Adverse Effect, (ii) no events have occurred other than events that affect the general economy or the Company's industry generally which have had or which reasonably would be expected to have a Material Adverse Effect, and (iii) except as permitted by this Agreement, there has been (1) no direct or indirect redemption, purchase or other acquisition of any shares of the Company's capital stock by the Company or any subsidiary, (2) no declaration, setting aside or payment of any dividend or other distribution by the Company in respect of the Company's Common Stock, (3) no issuance of any shares of capital - 17 - stock of the Company (except in connection with the exercise of Warrants or Options, grants of restricted stock or conversion of Preferred Shares, each in accordance with its respective terms), (4) except as permitted by Section 5.1 or with respect to any grants under the stock option and stock award plans referred to in Section 4.3, no granting to any person of any option to purchase or other right to acquire shares of capital stock of the Company, (5) no stock split or other reclassification of the Company's capital stock, and (6) no 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 31, 1994.___________________ Initials ____________________ Initials

Commission Filings. 1. The Company has made available heretofore delivered to Purchaser ------------------ Parent true and complete copies of the Company's its (i) Annual Reports Report on Form 10-K for the fiscal years year ended December 31, 1993 and 19941995, (ii) Quarterly Reports Report on Form 10-Q for each of the fiscal quarters ended March 31, June 30, 30 and September 30, 1995, and March 31 and June 30, 1996, (iii) proxy statements relating to Proxy Statement for the Company's meetings annual meeting of stockholders (whether annual or special) during the years 1993 through 1995held on July 11, inclusive1996, and (iv) filings under all other reports or registration statements filed by the Company with the Securities Act of 1933, as amended and Exchange Commission (the "Securities ActCommission"), ) since January 1, 19931996, in each case as filed with the Commission. 1. Except as set forth in Schedule 4.5, since January 1, 19935.5 hereto, the Company has filed all reportsrequired forms, registration statements reports and other documents required to be filed under with the Commission since December 31, 1992 (collectively, the "Commission Reports"), all of which were prepared in accordance with the applicable requirements of the Securities Act of 1933, as amended, and the Exchange Act and the rules and regulations thereunder, and all such reports, registration statements and other documents complied, in all material respects, with the requirements of the Exchange Act, such compliance to be determined, . Except to the extent applicableextent, if any, as may have been appropriately disclosed in accordance with the standards applied a Commission Report filed subsequent thereto and prior to the Company Reports in the following two sentences. As date hereof as of their respective dates, the Company's Annual Report on Form 10-K for 1994, the Company's Quarterly Commission Reports on Form 10-Q in 1995, the Company's Current Report on Form 8-K with respect to events which occurred in 1995 and the Company's 1995 Proxy Statement (together, the "Company Reports") did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and complied as to form and substance in all material respects with all applicable requirements of law. 1. The audited Company will deliver to Parent as soon as they become available true and complete copies of any report or statement mailed by it to its stockholders generally or filed by it with the Commission subsequent to the date hereof and prior to the Effective Time. As of their respective dates, such reports and statements (excluding any information therein provided by Parent or Acquisition Sub, as to which the Company makes no representation) will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, and will comply in all material respects with all applicable requirements of law. 1. Each of the consolidated financial statements and unaudited consolidated interim financial statements of the Company (including including, in each case, any related notes and schedulesthereto) included contained in the reports referred to in clauses (i) and (ii) of the first sentence of this paragraph have Commission Reports has been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during throughout the periods involved (except as may be indicated in the notes thereto) thereto or in Schedule 5.5), and each fairly present presents in accordance with generally accepted accounting principles the consolidated financial position of the Company and its consolidated subsidiaries as of at the respective dates thereof and the consolidated results of their operations and changes in cash flows flow for the periods then endedindicated, subject, except as may be indicated in the case of notes thereto and/or in the consolidated financial statements contained in a Commission Report filed subsequent thereto and prior to the date hereof, and except that the unaudited consolidated interim financial statements, statements were or are subject to normal and recurring year-end adjustments and any other adjustments described therein, and the fact that the interim financial statements which were prepared not or are not expected to be material in accordance with the rules and regulations of the Commission and, therefore, certain information required by GAAP may have been omittedamount. 1. Except as set forth in Schedule 4.55.5 hereto and except as and to the extent set forth on the consolidated balance sheet of the Company and its subsidiaries as at December 31, 1995, including the notes thereto (the "1995 Balance Sheet"), neither the Company nor any of its subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which would be required to be reflected on a consolidated balance sheet of the Company and its subsidiaries, or in the Company Reports notes thereto, prepared in accordance with generally accepted accounting principles, except for liabilities or obligations (a) incurred in the ordinary course of business since December 31, 19941995, or (ib) any liability or obligation existing at December 31, 1995 which, individually or in the aggregate, is not material to the Company and its subsidiaries taken as a whole as of such date. A. Absence of Certain Changes or Events. Since December 31, 1995, except as set forth in Schedule 5.6 or as and to the extent disclosed in any Commission Report filed after December 31, 1995: (a) the Company and its subsidiaries have conducted their businesses only in the ordinary course and in a manner reasonably consistent with past practice, and (b) since December 31, 1995, there has not been (i) any change in, or event affecting, the Company or any of its subsidiaries having a Material Adverse EffectEffect on the Company and its subsidiaries taken as a whole, (ii) no events have occurred other than events that affect any change by the general economy Company in its accounting methods, principles or the Company's industry generally which have had or which reasonably would be expected to have a Material Adverse Effectpractices, and (iii) except as permitted by this Agreement, there has been (1) no direct or indirect redemption, purchase or other acquisition of any shares of the Company's capital stock entry by the Company or any subsidiaryof its subsidiaries into a material contract outside the ordinary course of business taken as a whole, (2iv) no any declaration, setting aside or payment of any dividend dividends or distributions in respect of, or any redemption, purchase or other distribution by acquisition of, any of its securities or (v) any increase in the Company in respect of benefits under or the Company's Common Stock, (3) no issuance establishment of any shares bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, the granting of capital - 17 - stock options, stock appreciation rights, performance awards, or restricted stock awards), stock purchase or other employee benefit plan, program, or arrangement for the benefit of any director, officer or employee of the Company (or any of its subsidiaries pursuant to which employees are contractually entitled to benefit that would be materially above those mandated by applicable law, except in connection the ordinary course of business reasonably consistent with the exercise of Warrants past practice. No officer, director, or Options, grants of restricted stock or conversion of Preferred Shares, each other employee other than those disclosed in accordance with its respective terms), (4) except as permitted by Section 5.1 or with respect Schedule 5.6 hereto are parties to any grants under the stock option and stock award plans referred to in Section 4.3, no granting to any person of any option to purchase severance pay agreements or other right to acquire shares of capital stock of the Company, (5) no stock split or other reclassification of the Company's capital stock, and (6) no 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 31, 1994.control agreements. A.