Common use of Company Reports and Financial Statements Clause in Contracts

Company Reports and Financial Statements. (i) Since January 1, 1994, the Company has filed all forms, reports and documents with the Commission required to be filed by it pursuant to the federal securities laws and the Commission rules and regulations thereunder, and all forms, reports and documents filed with the Commission by the Company have complied in all material respects with all applicable requirements of the federal securities laws and the Commission rules and regulations promulgated thereunder. The Company has, prior to the date of this Agreement, made available to Parent true and complete copies of all forms, reports, registration statements and other filings filed by the Company with the Commission since January 1, 1994, (such forms, reports, registration statements and other filings, together with any exhibits, any amendments thereto and information incorporated by reference therein, are sometimes collectively referred to as the "Commission Filings"). As of their respective dates, the Commission Filings 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. Each of the consolidated balance sheets as of the end of the fiscal years ended December 31, 1996, December 31, 1995, and December 31, 1994, and the consolidated statements of income, consolidated statements of shareholders' equity and consolidated statements of cash flows for the fiscal years ended December 31, 1996, December 31, 1995, and December 31, 1994, included in the Commission Filings, were prepared in accordance with generally accepted accounting principles (as in effect from time to time) applied on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and present fairly, in all material respects, the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and changes in cash flows for the periods then ended.

Company Reports and Financial Statements. (i) Since January 1June 30, 19941997, the Company has and its Subsidiaries have filed all forms, reports reports, schedules, statements, registration statements and documents with the Commission required to be filed by it pursuant to the federal securities laws and the Commission rules and regulations thereunder, and all forms, reports reports, schedules, statements, registration statements and other documents filed with the Commission by the Company and its Subsidiaries have complied in all material respects with all applicable requirements of the federal securities laws Securities Act or the Exchange Act, as the case may be, and the Commission rules and regulations promulgated thereunder. The Company has, prior to the date of this Agreement, made available to Parent true and complete copies of all forms, reports, schedules, statements, registration statements and other filings filed by the Company and its Subsidiaries with the Commission since January 1June 30, 1994, 1997 (such forms, reports, schedules, statements, registration statements and other filings, together with any exhibits, any amendments thereto and information incorporated by reference therein, are sometimes collectively referred to as the "Commission FilingsCOMMISSION FILINGS"). As of their respective datesdates or, if amended, as of the date of the last such amendment prior to the date hereof, the Commission Filings 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. Each of the consolidated balance sheets of the Company and its consolidated Subsidiaries as of the end of the fiscal years ended June 30, 1998 and June 30, 1997 and as of the six month period ended December 31, 1996, December 31, 1995, and December 31, 1994, 1998 and the consolidated statements of incomeoperations, consolidated statements of shareholdersstockholders' equity and consolidated statements of cash flows of the Company and its consolidated Subsidiaries for the fiscal years ended June 30, 1998 and June 30, 1997 and for the six month period ended December 31, 1996, December 31, 1995, and December 31, 1994, included 1998 contained in the Commission Filings, Filings were prepared in accordance with generally accepted accounting principles (as in effect from time to time) GAAP applied on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and present fairly, in all material respects, the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and changes in cash flows for the periods then ended. The Company has heretofore made available to Parent true and correct copies of any amendments or modifications to any Commission Filings which have not yet been filed with the Commission but that are required to be filed with the Commission in accordance with the Securities Act or the Exchange Act, as the case may be, and the Commission rules and regulations promulgated thereunder.

Company Reports and Financial Statements. (i) Since January 1June 28, 1994---------------------------------------- 1997, the Company has (including any predecessor entity) and its Subsidiaries have filed all forms, reports reports, schedules, statements, registration statements and other documents with the Commission relating to periods commencing on or after such date required to be filed by it pursuant to the federal securities laws and the Commission rules and regulations thereunder, and all thereunder (such forms, reports reports, schedules, statements, registration statements and other documents filed with being hereinafter referred to as the "Commission by Filings"), and, as of their respective dates, the Company have ------------------ Commission Filings complied in all material respects with all applicable requirements of the federal securities laws and the Commission rules and regulations promulgated thereunder. The Company has, prior to the date of this Agreement, made available to Parent true and complete copies of all forms, reports, registration statements and other filings filed by the Company with the portions of any Commission since January 1, 1994, (such forms, reports, registration statements and other filings, together with any exhibits, any amendments thereto and information incorporated by reference therein, are sometimes collectively referred to as the "Commission Filings")Filings not publicly available. As of their respective dates, the Commission Filings 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. Each of the consolidated balance sheets as financial statements of the end of the fiscal years ended December 31, 1996, December 31, 1995, Company and December 31, 1994, and the its consolidated statements of income, consolidated statements of shareholders' equity and consolidated statements of cash flows for the fiscal years ended December 31, 1996, December 31, 1995, and December 31, 1994, included Subsidiaries contained in the Commission Filings, were Filings have been prepared in accordance with generally accepted accounting principles (as in effect from time to time) applied on a consistent basis GAAP (except (i) as may be indicated therein or in the notes or schedules theretothereto and (ii) in the case of unaudited quarterly financial statements, as permitted by Form 10-Q of the Commission) and present presented fairly, in all material respects, the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and changes in cash flows for the periods then endedended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments). The Company has heretofore provided Parent with true and correct copies of any amendments and/or modifications to any Commission Filings which have not yet been filed with the Commission but that are required to be filed with the Commission in accordance with applicable federal securities laws and the Commission rules and regulations promulgated thereunder.

Company Reports and Financial Statements. (i) Since ---------------------------------------- January 13, 19941998, the Company and each of its Subsidiaries has filed all forms, reports reports, schedules, statements, registration statements and other documents with the Commission required to be filed by it pursuant to the federal securities laws and the Commission rules and regulations thereunder, and all forms, reports reports, schedules, statements, registration statements and other documents filed with the Commission by the Company and its Subsidiaries have complied in all material respects with all applicable requirements of the federal securities laws and the Commission rules and regulations promulgated thereunder. The Company has, prior to the date of this Agreement, made available to Parent true and complete copies of all forms, reports, schedules, statements, registration statements and other filings documents filed by the Company and its Subsidiaries with the Commission since January 13, 19941998, (such forms, reports, schedules, statements, registration statements and other filingsdocuments, together with any exhibits, any amendments thereto and information incorporated by reference therein, are sometimes collectively referred to as the "Commission Filings"). As of their respective dates, the Commission Filings 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. Each of the consolidated balance sheets as of the end of the fiscal years ended December 31sheets, 1996, December 31, 1995, and December 31, 1994, and the consolidated statements of incomeoperations, consolidated statements of shareholders' equity and consolidated statements of cash flows for of the fiscal years ended December 31, 1996, December 31, 1995, Company and December 31, 1994, included its consolidated Subsidiaries contained in the Commission Filings, Filings were prepared in accordance with generally accepted accounting principles (as in effect from time to time) GAAP applied on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and present fairly, fairly in all material respects, respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and changes in cash flows for the periods then ended.

Company Reports and Financial Statements. (i) Since January 1September 30, 19941999, the Company has (including any predecessor entity) and its Subsidiaries have filed all forms, reports reports, schedules, statements, registration statements and other documents with the Commission relating to periods commencing on or after such date required to be filed by it pursuant to the federal securities laws and the Commission rules and regulations thereunderthereunder (such forms, reports, schedules, statements, registration statements and other documents being hereinafter referred to as the "Commission Filings"), and, as of their respective dates, the Commission Filings complied, and all formswill comply, reports and documents filed with the Commission by the Company have complied in all material respects with all applicable requirements of the federal securities laws and the Commission rules and regulations promulgated thereunder. The Company has, prior to the date of this Agreement, made available to Parent true and complete copies of all forms, reports, registration statements and other filings filed by the Company with the portions of any Commission since January 1, 1994, (such forms, reports, registration statements and other filings, together with any exhibits, any amendments thereto and information incorporated by reference therein, are sometimes collectively referred to as the "Commission Filings")Filings not publicly available. As of their respective dates, the Commission Filings 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, therein in light of the circumstances under which they were made, not misleading, except to the extent such statements have been modified or superseded by later Completed Commission Filings. Each of the consolidated balance sheets as financial statements of the end of the fiscal years ended December 31, 1996, December 31, 1995, Company and December 31, 1994, and the its consolidated statements of income, consolidated statements of shareholders' equity and consolidated statements of cash flows for the fiscal years ended December 31, 1996, December 31, 1995, and December 31, 1994, included Subsidiaries contained in the Commission Filings, were Filings have been prepared in accordance with generally accepted accounting principles (as in effect from time to time) applied on a consistent basis GAAP (except (i) as may be indicated therein or in the notes or schedules theretothereto and (ii) in the case of unaudited quarterly financial statements, as permitted by Form 10-Q of the Commission) applied on a consistent basis during the periods involved and present fairly, in all material respects, the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and changes in cash flows for the periods then endedended (subject, in the case of unaudited quarterly statements, to normal year end audit adjustment). The Company has heretofore provided Parent with true and correct copies of any amendments and/or modifications to any Commission Filings which have not yet been filed with the Commission but that are required to be filed with the Commission in accordance with applicable federal securities laws and the Commission rules and regulations promulgated thereunder.

Company Reports and Financial Statements. (i) Since January 1, 19941998, the Company has filed all forms, reports reports, schedules and documents documents, with the Commission Com- mission required to be filed by it pursuant to the federal securities laws and the Commission rules and regulations thereunder, and all forms, thereunder (as such reports and documents filed with the Commission by the Company have complied in all material respects with all applicable requirements of the federal securities laws and the Commission rules and regulations promulgated thereunder. The Company has, prior to been amended since the date of this Agreementtheir filing, made available to Parent true and complete copies of all formscollectively, reports, registration statements and other filings filed by the Company with the Commission since January 1, 1994, (such forms, reports, registration statements and other filings, together with any exhibits, any amendments thereto and information incorporated by reference therein, are sometimes collectively referred to as the "Commission Filings"). As Except to the extent amended or superseded by a subsequent filing with the Commission made prior to the date hereof, as of their respective dates, the Commission Filings (a) 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. Each , or (b) complied in all material respects with the applicable requirements of the consolidated balance sheets Exchange Act and the Securities Act, as of the end of the fiscal years ended December 31, 1996, December 31, 1995, and December 31, 1994case may be, and the consolidated applicable rules and regulations of the Commission thereunder. None of the Company's Subsidiaries is required to file any forms, reports, schedules or other documents with the Commission under the Exchange Act or the Securities Act. The financial statements of income, consolidated statements of shareholders' equity and consolidated statements of cash flows for the fiscal years ended December 31, 1996, December 31, 1995, and December 31, 1994, Company included in the Commission FilingsFilings (collectively, were the "Financial Statements"), complied, as of the respective dates of filing with the Commission, in all material respects with applicable accounting requirements and the published rules and regulations of the Commission with respect thereto, have been prepared in accordance with generally accepted accounting principles ("GAAP") (as in effect from time to time) applied on a consistent basis in all material respects, (except as may be indicated therein or in the notes or schedules theretothereto and except, in the case of unaudited interim statements, as may be permitted under the Exchange Act or the Securities Act) and present fairlyfairly present, in all material respects, the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and changes in cash flows for the periods then endedended (subject, in the case of the unaudited financial statements, to the absence of notes and normal recurring year-end audit adjustments).

Company Reports and Financial Statements. (i) Since January 1December 31, 19941998, the Company has (including any predecessor entity) and its Subsidiaries have filed all forms, reports reports, schedules, statements, registration statements and other documents with the Commission relating to periods commencing on or after such date required to be filed by it pursuant to the federal securities laws and the Commission rules and regulations thereunder, and all thereunder (such forms, reports reports, schedules, statements, registration statements and other documents filed with being hereinafter referred to as the "Commission Filings"), and, as of their respective dates, the Commission by the Company have Filings complied in all material respects with all applicable requirements of the federal securities laws and the Commission rules and regulations promulgated thereunder. The Company has, prior to the date of this Agreement, made available to Parent true and complete copies of all forms, reports, registration statements and other filings filed by the Company with the portions of any Commission since January 1, 1994, (such forms, reports, registration statements and other filings, together with any exhibits, any amendments thereto and information incorporated by reference therein, are sometimes collectively referred to as the "Commission Filings")Filings not publicly available. As of their respective dates, the Commission Filings 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, therein not misleading in light of the circumstances under which they were made. Except as set forth on Schedule 4.5 of the Company Disclosure Letter, not misleading. Each each of the consolidated balance sheets as financial statements of the end of the fiscal years ended December 31, 1996, December 31, 1995, Company and December 31, 1994, and the its consolidated statements of income, consolidated statements of shareholders' equity and consolidated statements of cash flows for the fiscal years ended December 31, 1996, December 31, 1995, and December 31, 1994, included Subsidiaries contained in the Commission Filings, were Filings have been prepared in accordance with generally accepted accounting principles (as in effect from time to time) applied on a consistent basis GAAP (except (i) as may be indicated therein or in the notes or schedules theretothereto and (ii) in the case of unaudited quarterly financial statements, as permitted by Form 10-Q of the Commission) and present fairly, in all material respects, the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and changes in cash flows for the periods then ended.ended (subject, in the case of unaudited quarterly statements, to normal year end audit adjustments and any other adjustments described therein). The Company has heretofore provided Parent with true and correct copies of any amendments and/or modifications to any Commission Filings which have not yet been filed with the Commission but that are, to the knowledge of the Company, required to be filed with

Company Reports and Financial Statements. (a) The Company has previously made available to FT and DT complete and correct copies of each: (i) Since January 1annual report on Form 10-K for the Company; (ii) quarterly report on Form 10-Q for the Company; (iii) definitive proxy statement for the Company; (iv) current report on Form 8-K for the Company; and (v) other form, 1994report, schedule and statement, in the Company has filed all formscase of each of clauses (i), reports (ii), (iii), (iv) and documents with the Commission required to be filed by it pursuant to the federal securities laws and the Commission rules and regulations thereunder, and all forms, reports and documents filed with the Commission by the Company have complied in all material respects with all applicable requirements of the federal securities laws and the Commission rules and regulations promulgated thereunder. The Company has, prior to the date of this Agreement, made available to Parent true and complete copies of all forms, reports, registration statements and other filings (v) filed by the Company with the Commission SEC under the Exchange Act since January 1, 19941993 (collectively, (such forms, reports, registration statements and other filings, together with any exhibits, any amendments thereto and information incorporated by reference therein, are sometimes collectively referred to as the "Commission FilingsSEC Documents"). As of their respective dates, each of the Commission Filings did not contain any SEC Documents complied (or will comply) in all material respects with the requirements of the Exchange Act to the extent applicable to such SEC Document, and none of such SEC Documents (as of their respective dates) contained (or will contain) an untrue statement of a material fact or omit omitted (or will 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, except as the same was corrected or superseded in a subsequent document duly filed with the SEC, that has been delivered to the Buyers. Each Since January 1, 1993, the Company has timely filed all reports and registration statements and made all filings required to be filed under the Exchange Act with the SEC under the rules and regulations of the SEC. (b) The audited consolidated balance sheets as of the end of the fiscal years ended December 31, 1996, December 31, 1995, financial statements and December 31, 1994, and the unaudited consolidated interim financial statements of income, consolidated statements of shareholders' equity and consolidated statements of cash flows for the fiscal years ended December 31, 1996, December 31, 1995, and December 31, 1994, included in the Commission Filings, were prepared in accordance with generally accepted accounting principles SEC Documents (as in effect from time to timeincluding any related notes) applied on a consistent basis (except as may be indicated therein or in fairly present the notes or schedules thereto) and present fairly, in all material respects, the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and changes in cash flows for the periods then endedspecified, subject, where appropriate, to normal year-end audit adjustments, in each case in accordance with past practice and GAAP applied on a consistent basis during the periods involved (except as otherwise stated therein). Except as and to the extent set forth in the SEC Documents or Section 6.5 of the Company Disclosure Schedule, since March 31, 1995, the Company and its Subsidiaries have incurred no liability or obligation of any nature (whether accrued, absolute, contingent or otherwise) other than liabilities and obligations that, individually and in the aggregate, are not reasonably likely to have a Material Adverse Effect on the Company and its Subsidiaries taken as a whole or materially and adversely affect the Company's ability to perform its obligations hereunder or under the Other Agreements. Section 6.6.

Company Reports and Financial Statements. (ia) Since January 1December 31, 19941997, the Company has and, to the extent applicable, its Subsidiaries, have filed all forms, reports and documents with the Commission SEC required to be filed by it pursuant to the federal securities laws and the Commission SEC rules and regulations thereunder, and all forms, reports reports, schedules, registration statements and other documents filed with the Commission SEC by the Company and, to the extent applicable, its Subsidiaries have complied in all material respects with all applicable requirements of the federal securities laws and the Commission SEC rules and regulations promulgated thereunder. The Company has, prior to the date of this Agreement, made available to Parent true and complete copies of all forms, reports, registration statements and other filings filed by the Company and its Subsidiaries with the Commission SEC since January 1December 31, 1994, 1997 (such forms, reports, registration statements and other filings, together with any exhibits, any amendments thereto and information incorporated by reference therein, are sometimes collectively referred to as the "Commission FilingsCOMPANY SEC REPORTS"). As of their respective dates, the Commission Filings Company SEC 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. Each The audited consolidated financial statements and the unaudited consolidated interim financial statements of the consolidated balance sheets as of the end of the fiscal years ended December 31, 1996, December 31, 1995, and December 31, 1994, and the consolidated statements of income, consolidated statements of shareholders' equity and consolidated statements of cash flows for the fiscal years ended December 31, 1996, December 31, 1995, and December 31, 1994, Company included in the Commission FilingsCompany SEC Reports (i) comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC, (ii) were prepared in accordance with generally accepted accounting principles (as in effect from time to time) GAAP applied on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly, in all material respects, the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the their consolidated results of their operations and changes in stockholders' equity and cash flows for the periods then ended.ended (subject, in the case of unaudited

Company Reports and Financial Statements. (i) Since January 1December 31, 19941999, the Company has filed all forms, reports reports, schedules, statements, registration statements and other documents with the Commission relating to periods commencing on or after such date required to be filed by it pursuant to the federal securities laws Laws and the Commission rules and regulations thereunder, and all thereunder (such forms, reports reports, schedules, statements, registration statements and other documents filed with being hereinafter referred to as the "Commission Filings") and, as of their respective dates, the Commission by the Company have Filings complied in all material respects with all applicable requirements of the federal securities laws Laws and the Commission rules and regulations promulgated thereunder. The Company has, prior to the date of this Agreement, made available to Parent Purchaser true and complete copies of all forms, reports, registration statements and other filings filed by the Company with the portions of any Commission since January 1, 1994, (such forms, reports, registration statements and other filings, together with any exhibits, any amendments thereto and information incorporated by reference therein, are sometimes collectively referred to as the "Commission Filings")Filings not publicly available. As of their respective dates, the Commission Filings 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, therein not misleading in light of the circumstances under which they were made, not misleading. Each of the consolidated balance sheets as of the end of the fiscal years ended December 31, 1996, December 31, 1995, and December 31, 1994, and the consolidated All financial statements of income, consolidated statements of shareholders' equity and consolidated statements of cash flows for the fiscal years ended December 31, 1996, December 31, 1995, and December 31, 1994, included contained in the Commission Filings, were Filings have been prepared in accordance with generally accepted accounting principles (as in effect from time to time) applied on a consistent basis (except as may be GAAP throughout the periods indicated therein or in the notes or schedules thereto) and present fairly, fairly in all material respectsrespects the financial position, the consolidated results of operations and changes in financial position of the Company and its consolidated Subsidiaries as of the indicated dates thereof and the consolidated results of their operations and changes in cash flows for the indicated periods then ended(except, in the case of interim financial statements, for the absence of notes thereto and subject to normal year-end audit adjustments and accruals required to be made in the ordinary course of business which are not materially adverse and are consistent with past practices).

Company Reports and Financial Statements. (i) Since January 1December 31, 1994, 1992 the Company has filed all forms, reports and documents with the Commission required to be filed by it pursuant to the federal securities laws and the Commission rules and regulations thereunder, and all forms, reports and documents filed with the Commission by the Company have complied in all material respects with all applicable requirements of the federal securities laws and the Commission rules and regulations promulgated thereunder. The Company has, prior to the date of this Agreement, made available to Parent true and complete copies of all forms, reports, registration statements and other filings filed by the Company with the Commission since January 1December 31, 1994, 1992 (such forms, reports, registration statements and other filings, together with any exhibits, any amendments thereto and information incorporated by reference therein, are sometimes collectively referred to as the "Commission Filings"). As of their respective dates, the Commission Filings 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. Each of the consolidated balance sheets as of the end of the fiscal years ended December 31, 19961993, December 31, 1995, 1994 and December 31, 1994, 1995 and the consolidated statements of incomeearnings, consolidated statements of shareholdersstockholders' equity and consolidated statements of cash flows for the fiscal years ended December 31, 19961993, December 31, 1995, 1994 and December 31, 1994, 1995 included in the Commission Filings, were prepared in accordance with generally accepted accounting principles (as in effect from time to time) applied on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and fairly present fairly, in all material respects, respects 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 changes in cash flows for the periods then ended. The consolidated balance sheet as of March 31, 1996 and the consolidated statement of earnings, consolidated statement of stockholders' equity and consolidated statement of cash flows for the fiscal quarter then ended included in the Commission Filings were prepared in accordance with generally accepted accounting principles (except as permitted by Regulation S-X adopted by the Commission) applied on a consistent basis (except as may be indicated therein or in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of March 31, 1996 and the results of operations and cash flows for the fiscal quarter then ended.

Company Reports and Financial Statements. (ia) Since January 1------------------------------------------------------ December 28, 19941997, the Company has and, to the extent applicable, its Subsidiaries, have filed all forms, reports and documents with the Commission SEC required to be filed by it pursuant to the federal securities laws and the Commission SEC rules and regulations thereunder, and all forms, reports reports, schedules, registration statements and other documents filed with the Commission SEC by the Company and, to the extent applicable, its Subsidiaries have complied in all material respects with all applicable requirements of the federal securities laws and the Commission SEC rules and regulations promulgated thereunder, each as in effect on the date such forms, reports and documents were filed. The Company has, prior to the date of this Agreement, made available to Parent true and complete copies of all forms, reports, registration statements and other filings filed by the Company and its Subsidiaries with the Commission SEC since January 1December 28, 1994, 1997 (such forms, reports, registration statements and other filings, together with any exhibits, any amendments thereto and information incorporated by reference therein, are sometimes collectively referred to as the "Commission FilingsCompany SEC Reports"). As of their respective dates, the Commission Filings ------------------- Company SEC 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. Each The audited consolidated financial statements and the unaudited consolidated interim financial statements of the consolidated balance sheets as of the end of the fiscal years ended December 31, 1996, December 31, 1995, and December 31, 1994, and the consolidated statements of income, consolidated statements of shareholders' equity and consolidated statements of cash flows for the fiscal years ended December 31, 1996, December 31, 1995, and December 31, 1994, Company included in the Commission Filings, Company SEC Reports were prepared in accordance with generally accepted accounting principles (as in effect from time to time) GAAP applied on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and present fairly, in all material respects, the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the their consolidated results of their operations and changes in cash flows financial position for the periods then endedended subject, in the case of the unaudited interim financial statements, to normal and recurring year-end adjustments. The Company has heretofore provided Parent with true and correct copies of any material amendments and/or modifications to any Company SEC Reports which have not yet been filed with the SEC but that are required to be filed with the SEC in accordance with applicable federal securities laws and the SEC rules.

Company Reports and Financial Statements. (i) Since January 1September 30, 19941999, the Company has (including any predecessor entity) and its Subsidiaries have filed all forms, reports reports, schedules, statements, registration statements and other documents with the Commission relating to periods commencing on or after such date required to be filed by it pursuant to the federal securities laws and the Commission rules and regulations thereunderthereunder (such forms, reports, schedules, statements, registration statements and other documents being hereinafter referred to as the "COMMISSION FILINGS"), and, as of their respective dates, the Commission Filings complied, and all formswill comply, reports and documents filed with the Commission by the Company have complied in all material respects with all applicable requirements of the federal securities laws and the Commission rules and regulations promulgated thereunder. The Company has, prior to the date of this Agreement, made available to Parent true and complete copies of all forms, reports, registration statements and other filings filed by the Company with the portions of any Commission since January 1, 1994, (such forms, reports, registration statements and other filings, together with any exhibits, any amendments thereto and information incorporated by reference therein, are sometimes collectively referred to as the "Commission Filings")Filings not publicly available. As of their respective dates, the Commission Filings 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, therein in light of the circumstances under which they were made, not misleading, except to the extent such statements have been modified or superseded by later Completed Commission Filings. Each of the consolidated balance sheets as financial statements of the end of the fiscal years ended December 31, 1996, December 31, 1995, Company and December 31, 1994, and the its consolidated statements of income, consolidated statements of shareholders' equity and consolidated statements of cash flows for the fiscal years ended December 31, 1996, December 31, 1995, and December 31, 1994, included Subsidiaries contained in the Commission Filings, were Filings have been prepared in accordance with generally accepted accounting principles (as in effect from time to time) applied on a consistent basis GAAP (except (i) as may be indicated therein or in the notes or schedules theretothereto and (ii) in the case of unaudited quarterly financial statements, as permitted by Form 10-Q of the Commission) applied on a consistent basis during the periods involved and present fairly, in all material respects, the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and changes in cash flows for the periods then endedended (subject, in the case of unaudited quarterly statements, to normal year end audit adjustment). The Company has heretofore provided Parent with true and correct copies of any amendments and/or modifications to any Commission Filings which have not yet been filed with the Commission but that are required to be filed with the Commission in accordance with applicable federal securities laws and the Commission rules and regulations promulgated thereunder.

Company Reports and Financial Statements. (i) Since January 1June 30, 1994---------------------------------------- 1997, the Company has and its Subsidiaries have filed all forms, reports reports, schedules, statements, registration statements and documents with the Commission required to be filed by it pursuant to the federal securities laws and the Commission rules and regulations thereunder, and all forms, reports reports, schedules, statements, registration statements and other documents filed with the Commission by the Company and its Subsidiaries have complied in all material respects with all applicable requirements of the federal securities laws Securities Act or the Exchange Act, as the case may be, and the Commission rules and regulations promulgated thereunder. The Company has, prior to the date of this Agreement, made available to Parent true and complete copies of all forms, reports, schedules, statements, registration statements and other filings filed by the Company and its Subsidiaries with the Commission since January 1June 30, 1994, 1997 (such forms, reports, schedules, statements, registration statements and other filings, together with any exhibits, any amendments thereto and information incorporated by reference therein, are sometimes collectively referred to as the "Commission Filings"). As of their respective datesdates or, if ------------------ amended, as of the date of the last such amendment prior to the date hereof, the Commission Filings 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. Each of the consolidated balance sheets of the Company and its consolidated Subsidiaries as of the end of the fiscal years ended June 30, 1998 and June 30, 1997 and as of the six month period ended December 31, 1996, December 31, 1995, and December 31, 1994, 1998 and the consolidated statements of incomeoperations, consolidated statements of shareholdersstockholders' equity and consolidated statements of cash flows of the Company and its consolidated Subsidiaries for the fiscal years ended June 30, 1998 and June 30, 1997 and for the six month period ended December 31, 1996, December 31, 1995, and December 31, 1994, included 1998 contained in the Commission Filings, Filings were prepared in accordance with generally accepted accounting principles (as in effect from time to time) GAAP applied on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and present fairly, in all material respects, the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and changes in cash flows for the periods then ended. The Company has heretofore made available to Parent true and correct copies of any amendments or modifications to any Commission Filings which have not yet been filed with the Commission but that are required to be filed with the Commission in accordance with the Securities Act or the Exchange Act, as the case may be, and the Commission rules and regulations promulgated thereunder.

Company Reports and Financial Statements. (i) Since January 1, 19941998, the Company has filed all forms, reports reports, schedules and documents documents, with the Commission required to be filed by it pursuant to the federal securities laws and the Commission rules and regulations thereunder, and all forms, thereunder (as such reports and documents filed with the Commission by the Company have complied in all material respects with all applicable requirements of the federal securities laws and the Commission rules and regulations promulgated thereunder. The Company has, prior to been amended since the date of this Agreementtheir filing, made available to Parent true and complete copies of all formscollectively, reports, registration statements and other filings filed by the Company with the Commission since January 1, 1994, (such forms, reports, registration statements and other filings, together with any exhibits, any amendments thereto and information incorporated by reference therein, are sometimes collectively referred to as the "Commission Filings"). As Except to the extent amended or superseded by a subsequent filing with the Commission made prior to the date hereof, as of their respective dates, the Commission Filings (a) 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. Each , or (b) complied in all material respects with the applicable requirements of the consolidated balance sheets Exchange Act and the Securities Act, as of the end of the fiscal years ended December 31, 1996, December 31, 1995, and December 31, 1994case may be, and the consolidated applicable rules and regulations of the Commission thereunder. None of the Company's Subsidiaries is required to file any forms, reports, schedules or other documents with the Commission under the Exchange Act or the Securities Act. The financial statements of income, consolidated statements of shareholders' equity and consolidated statements of cash flows for the fiscal years ended December 31, 1996, December 31, 1995, and December 31, 1994, Company included in the Commission FilingsFilings (collectively, were the "Financial Statements"), complied, as of the respective dates of filing with the Commission, in all material respects with applicable accounting requirements and the published rules and regulations of the Commission with respect thereto, have been prepared in accordance with generally accepted accounting principles ("GAAP") (as in effect from time to time) applied on a consistent basis in all material respects, (except as may be indicated therein or in the notes or schedules theretothereto and except, in the case of unaudited interim statements, as may be permitted under the Exchange Act or the Securities Act) and present fairlyfairly present, in all material respects, the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and changes in cash flows for the periods then endedended (subject, in the case of the unaudited financial statements, to the absence of notes and normal recurring year-end audit adjustments).

Company Reports and Financial Statements. (ia) Since January 1December 31, 19941997, the Company has and, to the extent applicable, its Subsidiaries, have filed all forms, reports and documents with the Commission SEC required to be filed by it pursuant to the federal securities laws and the Commission SEC rules and regulations thereunder, and all forms, reports reports, schedules, registration statements and other documents filed with the Commission SEC by the Company and, to the extent applicable, its Subsidiaries have complied in all material respects with all applicable requirements of the federal securities laws and the Commission SEC rules and regulations promulgated thereunder. The Company has, prior to the date of this Agreement, made available to Parent true and complete copies of all forms, reports, registration statements and other filings filed by the Company and its Subsidiaries with the Commission SEC since January 1December 31, 1994, 1997 (such forms, reports, registration statements and other filings, together with any exhibits, any amendments thereto and information incorporated by reference therein, are sometimes collectively referred to as the "Commission FilingsCOMPANY SEC REPORTS"). As of their respective dates, the Commission Filings Company SEC 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. Each The audited consolidated financial statements and the unaudited consolidated interim financial statements of the consolidated balance sheets as of the end of the fiscal years ended December 31, 1996, December 31, 1995, and December 31, 1994, and the consolidated statements of income, consolidated statements of shareholders' equity and consolidated statements of cash flows for the fiscal years ended December 31, 1996, December 31, 1995, and December 31, 1994, Company included in the Commission FilingsCompany SEC Reports (i) comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC, (ii) were prepared in accordance with generally accepted accounting principles (as in effect from time to time) GAAP applied on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly, in all material respects, the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the their consolidated results of their operations and changes in stockholders' equity and cash flows for the periods then endedended (subject, in the case of unaudited statements, to normal year-end adjustments). The Company has heretofore made available to Parent true and correct copies of any amendments and/or modifications to any Company SEC Reports which have not yet been filed with the SEC but that are required to be filed with the SEC in accordance with applicable federal securities laws and the SEC rules and regulations.

Company Reports and Financial Statements. (ia) Since January 1December 31, 19941997, the Company has and, to the extent applicable, its Subsidiaries, have filed all forms, reports and documents with the Commission SEC required to be filed by it pursuant to the federal securities laws and the Commission SEC rules and regulations thereunder, and all forms, reports reports, schedules, registration statements and other documents filed with the Commission SEC by the Company and, to the extent applicable, its Subsidiaries have complied in all material respects with all applicable requirements of the federal securities laws and the Commission SEC rules and regulations promulgated thereunder. The Company has, prior to the date of this Agreement, made available to Parent true and complete copies of all forms, reports, registration statements and other filings filed by the Company and its Subsidiaries with the Commission SEC since January 1December 31, 1994, 1997 (such forms, reports, registration statements and other filings, together with any exhibits, any amendments thereto and information incorporated by reference therein, are sometimes collectively referred to as the "Commission FilingsCOMPANY SEC REPORTS"). As of their respective dates, the Commission Filings Company SEC 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. Each The audited consolidated financial statements and the unaudited consolidated interim financial statements of the consolidated balance sheets as of the end of the fiscal years ended December 31, 1996, December 31, 1995, and December 31, 1994, and the consolidated statements of income, consolidated statements of shareholders' equity and consolidated statements of cash flows for the fiscal years ended December 31, 1996, December 31, 1995, and December 31, 1994, Company included in the Commission Filings, Company SEC Reports were prepared in accordance with generally accepted accounting principles (as in effect from time to time) GAAP applied on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and present fairly, in all material respects, the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the their consolidated results of their operations and changes in cash flows financial position for the periods then ended. The Company has heretofore provided Parent with true and correct copies of any amendments and/or modifications to any Company SEC Reports which have not yet been filed with the SEC but that are required to be filed with the SEC in accordance with applicable federal securities laws and the SEC rules.

Company Reports and Financial Statements. (ia) Since January 1------------ ---------------------------------------- December 28, 19941997, the Company has and, to the extent applicable, its Subsidiaries, have filed all forms, reports and documents with the Commission SEC required to be filed by it pursuant to the federal securities laws and the Commission SEC rules and regulations thereunder, and all forms, reports reports, schedules, registration statements and other documents filed with the Commission SEC by the Company and, to the extent applicable, its Subsidiaries have complied in all material respects with all applicable requirements of the federal securities laws and the Commission SEC rules and regulations promulgated thereunder, each as in effect on the date such forms, reports and documents were filed. The Company has, prior to the date of this Agreement, made available to Parent true and complete copies of all forms, reports, registration statements and other filings filed by the Company and its Subsidiaries with the Commission SEC since January 1December 28, 1994, 1997 (such forms, reports, registration statements and other filings, together with any exhibits, any amendments thereto and information incorporated by reference therein, are sometimes collectively referred to as the "Commission FilingsCompany SEC Reports"). ------------------- As of their respective dates, the Commission Filings Company SEC 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. Each The audited consolidated financial statements and the unaudited consolidated interim financial statements of the consolidated balance sheets as of the end of the fiscal years ended December 31, 1996, December 31, 1995, and December 31, 1994, and the consolidated statements of income, consolidated statements of shareholders' equity and consolidated statements of cash flows for the fiscal years ended December 31, 1996, December 31, 1995, and December 31, 1994, Company included in the Commission Filings, Company SEC Reports were prepared in accordance with generally accepted accounting principles (as in effect from time to time) GAAP applied on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and present fairly, in all material respects, the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the their consolidated results of their operations and changes in cash flows financial position for the periods then endedended subject, in the case of the unaudited interim financial statements, to normal and recurring year-end adjustments. The Company has heretofore provided Parent with true and correct copies of any material amendments and/or modifications to any Company SEC Reports which have not yet been filed with the SEC but that are required to be filed with the SEC in accordance with applicable federal securities laws and the SEC rules.

Company Reports and Financial Statements. (ia) Since January 1, 1994, the The Company has filed all forms, reports and other documents with the Commission SEC required to be filed by it pursuant to the federal securities laws and the Commission rules and regulations thereunder, and all forms, reports and documents filed with the Commission or furnished by the Company have complied in all material respects since January 1, 2009 (such documents, together with all applicable requirements any current reports filed during such period by the Company with the SEC on a voluntary basis on Form 8-K, the “Company SEC Documents”). As of the federal securities laws their respective dates (and the Commission rules and regulations promulgated thereunder. The Company has, if amended or superseded by a filing prior to the date of this Agreement, made available to Parent true then on the date of such filing), the Company SEC Documents complied in all material respects, and complete copies of all formseach other form, reportsreport, schedule, registration statements statement and other filings definitive proxy statement filed by the Company or any of its Subsidiaries after the date hereof and prior to the Effective Time (the “Additional Company SEC Documents”) will comply in all material respects, with the Commission since January 1requirements of the Securities Act or the Exchange Act, 1994, (such forms, reports, registration statements and other filings, together with any exhibits, any amendments thereto and information incorporated by reference therein, are sometimes collectively referred to as the "Commission Filings"). As case may be, and, subject to the last sentence of their respective datesSection 7.8, the Commission Filings did not contain any none of such Company SEC Documents when filed contained, or will contain, an untrue statement of a material fact or omit omitted, or will 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. Each of the The audited consolidated balance sheets as of the end of the fiscal years ended December 31, 1996, December 31, 1995, financial statements and December 31, 1994, and the unaudited consolidated interim financial statements of income, consolidated statements of shareholders' equity and consolidated statements of cash flows for the fiscal years ended December 31, 1996, December 31, 1995, and December 31, 1994, included in the Commission FilingsCompany SEC Documents and the Additional Company SEC Documents fairly present in all material respects, were prepared in accordance with generally accepted accounting principles (as in effect from time to time) applied on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and will fairly present fairly, in all material respects, the consolidated financial position of the Company and its consolidated Subsidiaries as of the respective dates thereof and the consolidated results of their operations and changes in cash flows flows, changes in stockholders’ equity or other information included therein for the periods or as of the respective dates then ended, in each case except as otherwise noted therein and subject, in the case of unaudited interim statements, to normal year-end audit adjustments. Each of the financial statements (including the related notes) of the Company included in the Company SEC Documents and such other financial statements have been or will be prepared in accordance with GAAP, consistently applied, except as otherwise noted therein. Since the Interim Balance Sheet Date, the Company has timely filed all reports, registration statements and other filings required to be filed with the SEC under the rules and regulations of the SEC. Since the Interim Balance Sheet Date, the Company and the Company Subsidiaries have not incurred any liabilities or obligations that are of a nature that would be required to be disclosed on a consolidated balance sheet of the Company and its consolidated Subsidiaries or in the notes thereto prepared in accordance with GAAP as applied in preparing the consolidated balance sheet of the Company and its consolidated Subsidiaries included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010, other than liabilities or obligations that have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company.

Company Reports and Financial Statements. (i) Since January 1, 1994, 1996 the Company has filed all forms, reports and documents with the Commission required to be filed by it pursuant to the federal securities laws and the Commission rules and regulations thereunder, and all forms, reports and documents filed with the Commission by the Company have complied in all material respects with all applicable requirements of the federal securities laws and the Commission rules and regulations promulgated thereunder. The Company has, prior to the date of this Agreement, has made available to Parent true and complete copies of all forms, reports, registration statements and other filings filed by the Company with the Commission since from January 1, 1994, 1996 through the date of this Agreement (such forms, reports, registration statements and other filings, together with any exhibits, any amendments thereto and information incorporated by reference therein, are sometimes collectively referred to as the "Commission Filings"). As of their respective dates, the Commission Filings 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. Each of the consolidated balance sheets as of the end of the fiscal years ended December 31, 1996, December 31, 1995, and December 31, 1994sheets, and the consolidated statements of incomeoperations, consolidated statements of shareholdersstockholders' equity and consolidated statements of cash flows for the fiscal years ended December 31, 1996, December 31, 1995, and December 31, 1994flows, included in the Commission Filings, were prepared in accordance with generally accepted accounting principles ("GAAP") (as in effect from time to time) applied on a consistent basis basis, (except as may be indicated therein or in the notes or schedules thereto) and present fairlyfairly present, in all material respects, 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 changes in cash flows for the periods then ended.

Company Reports and Financial Statements. (i) Since January 1December 18, 1994, ---------------------------------------- 1996 the Company has filed all forms, reports and documents with the Commission required to be filed by it pursuant to the federal securities laws and the Commission rules and regulations thereunder, and all forms, reports and documents filed with the Commission by the Company have complied in all material respects with all applicable requirements of the federal securities laws and the Commission rules and regulations promulgated thereunder. The Company has, prior to the date of this Agreement, made available to Parent true and complete copies of all forms, reports, registration statements and other filings filed by the Company with the Commission since January 1December 18, 1994, 1996 (such forms, reports, registration statements and other filings, together with any exhibits, any amendments thereto and information incorporated by reference therein, are sometimes collectively referred to as the "Commission Filings"). As Except to the extent amended or superseded by a subsequent filing with the Commission made prior to the date hereof, as of their respective dates, the Commission Filings 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. Each of the The audited consolidated balance sheets as (and related audited consolidated statements of operations, audited consolidated statement of shareholders' equity and audited consolidated statement of cash flows) for each of the end of years in the fiscal years two-year period ended December 31, 1996, December 31, 1995, and December 31, 1994, 1998 and the unaudited consolidated statements balance sheet (and related consolidated statement of incomeoperations, consolidated statements statement of shareholders' equity and consolidated statements statement of cash flows for flows) as of September 30, 1999 (such statements, collectively, the fiscal years ended December 31, 1996, December 31, 1995, and December 31, 1994"Financial Statements"), included in the Commission Filings, were prepared in accordance with generally accepted accounting principles ("GAAP") (as in effect from time to time) applied on a consistent basis in all material respects, (except as may be indicated therein or in the notes or schedules thereto) and present fairlyfairly present, in all material respects, the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and changes in cash flows for the periods then endedended (subject, in the case of unaudited statements, to the absence of notes and normal year-end adjustments).

Company Reports and Financial Statements. (ia) Since January 1, 1994, the Company has filed all forms, reports As of their respective filing dates (and documents with the Commission required to be filed if amended or superseded by it pursuant to the federal securities laws and the Commission rules and regulations thereunder, and all forms, reports and documents filed with the Commission by the Company have complied in all material respects with all applicable requirements of the federal securities laws and the Commission rules and regulations promulgated thereunder. The Company has, a filing prior to the date of this Agreement, made available to Parent true and complete copies then on the date of such filing), all reports, prospectuses, forms, reportsschedules, registration statements, proxy statements and other filings or information statements required to be filed by Company under the Securities Act or under the Exchange Act (the "Company SEC Documents") complied in all material respects with the Commission since January 1requirements of the Securities Act or the Exchange Act, 1994as applicable, and none of such Company SEC Documents when filed (and if amended or superseded by a filing prior to the date of this Agreement, then on the date of such forms, reports, registration statements and other filings, together with any exhibits, any amendments thereto and information incorporated by reference therein, are sometimes collectively referred to as the "Commission Filings"). As of their respective dates, the Commission Filings did not contain any filing) contained an untrue statement of a material fact or omit omitted to state a any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each of the The audited consolidated balance sheets as of the end of the fiscal years ended December 31, 1996, December 31, 1995, financial statements and December 31, 1994, and the unaudited consolidated interim financial statements of income, consolidated statements of shareholders' equity and consolidated statements of cash flows for the fiscal years ended December 31, 1996, December 31, 1995, and December 31, 1994, included in the Commission Filings, were prepared in accordance with generally accepted accounting principles Company SEC Documents (as in effect from time to timeincluding any related notes and schedules) applied on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and fairly present fairly, in all material respects, respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and changes in cash flows financial position or other information included therein for the periods or as of the dates then ended, subject, where appropriate, to normal year-end adjustments, in each case in accordance with past practice and GAAP during the periods involved (except as otherwise stated therein). Since January 1, 2003, Company has timely filed all reports, registration statements and other documents required to be filed with the SEC under the rules and regulations of the SEC. The books and records of Company and its Subsidiaries have been, and are being, maintained in accordance with GAAP and any other applicable legal and accounting requirements.

Company Reports and Financial Statements. (ia) Since January 1September 30, 19941998, the Company has and, to the extent applicable, its Subsidiaries have filed all forms, reports and documents with the Commission SEC required to be filed by it pursuant to the federal securities laws Laws and the Commission SEC rules and regulations thereunder, and all forms, reports reports, schedules, registration statements and other documents filed with the Commission SEC by the Company (the "Company SEC Reports") and, to the extent applicable, its Subsidiaries have complied in all material respects with all applicable requirements of the federal securities laws Laws and the Commission SEC rules and regulations promulgated thereunder. The Company has, as of the date of such filing, or, if amended prior to the date of this Agreement, made available to Parent true and complete copies as of all forms, reports, registration statements and other filings filed by the Company with date of the Commission since January 1, 1994, (last such forms, reports, registration statements and other filings, together with any exhibits, any amendments thereto and information incorporated by reference therein, are sometimes collectively referred to as the "Commission Filings")amendment. As of their respective dates, the Commission Filings Company SEC 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. Each The audited consolidated financial statements and the unaudited consolidated interim financial statements of the consolidated balance sheets as of the end of the fiscal years ended December 31, 1996, December 31, 1995, and December 31, 1994, and the consolidated statements of income, consolidated statements of shareholders' equity and consolidated statements of cash flows for the fiscal years ended December 31, 1996, December 31, 1995, and December 31, 1994, Company included in the Commission Filings, Company SEC Reports were prepared in accordance with generally accepted accounting principles (as in effect from time to time) GAAP applied on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and present fairly, in all material respects, the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the their consolidated results of their operations operations, stockholders' equity, comprehensive income (loss) and changes in cash flows for the periods then ended, except that the unaudited consolidated interim financial statements were or are subject to normal and recurring adjustments which were not or are not expected to be material to the Company.

Company Reports and Financial Statements. (ia) Since January 1, 1994, the Company has filed all forms, reports As of their respective filing dates (and documents with the Commission required to be filed if amended or superseded by it pursuant to the federal securities laws and the Commission rules and regulations thereunder, and all forms, reports and documents filed with the Commission by the Company have complied in all material respects with all applicable requirements of the federal securities laws and the Commission rules and regulations promulgated thereunder. The Company has, a filing prior to the date of this Agreement, made available to Parent true and complete copies then on the date of such filing), all reports, prospectuses, forms, reportsschedules, registration statements, proxy statements and other filings or information statements required to be filed by Company under the Securities Act or under the Exchange Act (the “Company SEC Documents”) complied in all material respects with the Commission since January 1requirements of the Securities Act or the Exchange Act, 1994as applicable, and none of such Company SEC Documents when filed (and if amended or superseded by a filing prior to the date of this Agreement, then on the date of such forms, reports, registration statements and other filings, together with any exhibits, any amendments thereto and information incorporated by reference therein, are sometimes collectively referred to as the "Commission Filings"). As of their respective dates, the Commission Filings did not contain any filing) contained an untrue statement of a material fact or omit omitted to state a any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each of the The audited consolidated balance sheets as of the end of the fiscal years ended December 31, 1996, December 31, 1995, financial statements and December 31, 1994, and the unaudited consolidated interim financial statements of income, consolidated statements of shareholders' equity and consolidated statements of cash flows for the fiscal years ended December 31, 1996, December 31, 1995, and December 31, 1994, included in the Commission Filings, were prepared in accordance with generally accepted accounting principles Company SEC Documents (as in effect from time to timeincluding any related notes and schedules) applied on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and fairly present fairly, in all material respects, respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and changes in cash flows financial position or other information included therein for the periods or as of the dates then ended, subject, where appropriate, to normal year-end adjustments, in each case in accordance with past practice and GAAP during the periods involved (except as otherwise stated therein). Since January 1, 2003, Company has timely filed all reports, registration statements and other documents required to be filed with the SEC under the rules and regulations of the SEC. The books and records of Company and its Subsidiaries have been, and are being, maintained in accordance with GAAP and any other applicable legal and accounting requirements.

Company Reports and Financial Statements. (i) Since January 1December 18, 1994, 1996 the Company has filed all forms, reports and documents with the Commission required to be filed by it pursuant to the federal securities laws and the Commission rules and regulations thereunder, and all forms, reports and documents filed with the Commission by the Company have complied in all material respects with all applicable requirements of the federal securities laws and the Commission rules and regulations promulgated thereunder. The Company has, prior to the date of this Agreement, made available to Parent true and complete copies of all forms, reports, registration statements and other filings filed by the Company with the Commission since January 1December 18, 1994, 1996 (such forms, reports, registration statements and other filings, together with any exhibits, any amendments thereto and information incorporated by reference therein, are sometimes collectively referred to as the "Commission Filings"). As Except to the extent amended or superseded by a subsequent filing with the Commission made prior to the date hereof, as of their respective dates, the Commission Filings 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. Each of the The audited consolidated balance sheets as (and related audited consolidated statements of operations, audited consolidated statement of shareholders' equity and audited consolidated statement of cash flows) for each of the end of years in the fiscal years two-year period ended December 31, 1996, December 31, 1995, and December 31, 1994, 1998 and the unaudited consolidated statements balance sheet (and related consolidated statement of incomeoperations, consolidated statements statement of shareholders' equity and consolidated statements statement of cash flows for flows) as of September 30, 1999 (such statements, collectively, the fiscal years ended December 31, 1996, December 31, 1995, and December 31, 1994"Financial Statements"), included in the Commission Filings, were prepared in accordance with generally accepted accounting principles ("GAAP") (as in effect from time to time) applied on a consistent basis in all material respects, (except as may be indicated therein or in the notes or schedules thereto) and present fairlyfairly present, in all material respects, the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and changes in cash flows for the periods then endedended (subject, in the case of unaudited statements, to the absence of notes and normal year-end adjustments).