Common use of Company SEC Documents; Undisclosed Liabilities Clause in Contracts

Company SEC Documents; Undisclosed Liabilities. (a) The Company has filed with the SEC all forms, documents, reports, schedules and statements required to be filed or furnished with the SEC since December 31, 2009, together with any amendments, restatements or supplements thereto (the “Company SEC Documents”). As of their respective dates, or, if amended or restated, as of the date of the last such amendment or applicable subsequent filing prior to the date of this Agreement, each of the Company SEC Documents complied, and each of the Company SEC Documents to be filed subsequent to the date hereof will comply, in all material respects with the requirements of the Exchange Act or the Securities Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Company SEC Documents at the time they were filed, or will be filed, as the case may be, or, if amended or restated, as of the date of the last such amendment or applicable subsequent filing prior to the date of this Agreement, contained, or will contain, any untrue statement of a material fact or omitted, or will omit, to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, or are to be made, not misleading.

Company SEC Documents; Undisclosed Liabilities. (a) The Company has and each of its Subsidiaries have timely filed with the SEC or furnished, as applicable, all forms, documentsrequired registration statements, reports, schedules schedules, forms, certifications and statements required to be filed or furnished other documents with the SEC Securities and Exchange Commission (the “SEC”) since December 31February 29, 20092004 (collectively, together with any amendmentsand in each case including all exhibits and schedules thereto and financial statements contained in, restatements or supplements thereto (and documents incorporated by reference therein, the “Company SEC Documents”). As of their respective filing dates, or, if amended or restated, as of the date of the last such amendment or applicable subsequent filing prior to the date of this Agreement, each of the Company SEC Documents complied, and each of the such Company SEC Documents to be Document filed subsequent to the date hereof and prior to the consummation of the Offer will comply, in all material respects with the requirements of the Exchange Act or and the Securities Act, as the case may be, Act and the all other federal securities Laws applicable rules and regulations promulgated thereunderto such Company SEC Documents, and none of the Company SEC Documents at the time they were filed, as of their respective dates contained or will be filed, as the case may be, or, if amended or restated, as of the date of the last such amendment or applicable subsequent filing prior to the date of this Agreement, contained, or will contain, contain any untrue statement of a material fact or omitted, or will omit, omitted to state any 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, or are to be made, not misleading. The Company has made available to Parent prior to the date hereof copies of all correspondence between the SEC and the Company or any Company Subsidiary, since February 29, 2004 until the date hereof. As of the date of this Agreement, there are no material outstanding or unresolved comments from the SEC staff with respect to the Company SEC Documents.

Company SEC Documents; Undisclosed Liabilities. (a) The Company has and each of its Subsidiaries have timely filed with the SEC or furnished, as applicable, all forms, documentsrequired registration statements, reports, schedules schedules, forms, certifications and statements required to be filed or furnished other documents with the SEC Securities and Exchange Commission (the "SEC") since December 31, 20092004 (collectively, together with any amendmentsand in each case including all exhibits and schedules thereto and financial statements contained in, restatements or supplements thereto (and documents incorporated by reference therein, the “"Company SEC Documents”"). As of their respective filing dates, or, if amended or restated, as of the date of the last such amendment or applicable subsequent filing prior to the date of this Agreement, each of the Company SEC Documents complied, and each of the such Company SEC Documents to be Document filed subsequent to the date hereof and prior to the Offer Acceptance Time, will comply, in all material respects with the requirements of the Exchange Act or and the Securities Act, as the case may be, Act and the all other federal securities Laws applicable rules and regulations promulgated thereunderto such Company SEC Documents, and none of the Company SEC Documents at the time they were filed, as of their respective dates contained or will be filed, as the case may be, or, if amended or restated, as of the date of the last such amendment or applicable subsequent filing prior to the date of this Agreement, contained, or will contain, contain any untrue statement of a material fact or omitted, or will omit, omitted to state any 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, or are to be made, not misleading. The Company has made available to Parent prior to the date hereof copies of all correspondence between the SEC and the Company or any Company Subsidiary, since December 31, 2004 until the date hereof. As of the date of this Agreement, there are no material outstanding or unresolved comments from the SEC staff with respect to the Company SEC Documents.

Company SEC Documents; Undisclosed Liabilities. (a) The Company has delivered to Acquiror each registration statement, schedule, report, proxy statement or information statement prepared by it since May 31, 1996, including, without limitation, (i) the Company's Annual Report on Form 10-K for the year ended May 31, 1996 (ii) the Company's Quarterly Report on Form 10-Q for the period ended August 31, 1996 and (iii) the Company's Proxy Statement for its 1996 Annual Meeting each in the form (including exhibits and any amendments thereto) filed with the SEC (collectively, the "Company SEC Documents") which documents are all forms, documents, reports, schedules and statements filings required to be filed or furnished with made by the SEC since December 31, 2009, together with any amendments, restatements or supplements thereto (the “Company SEC Documents”)during such period. As of their respective dates, or, if amended or restated, as of the date of the last such amendment or applicable subsequent filing prior to the date of this Agreement, each of (i) the Company SEC Documents (including any financial statements filed as a part thereof or incorporated by reference therein) complied, and each of the any Company SEC Documents to be filed with the SEC subsequent to the date hereof will comply, in all material respects with the requirements of the Exchange Securities Act or the Securities Exchange Act, as the case may beapplicable, to such Company SEC Documents, and the applicable rules and regulations promulgated thereunder, and (ii) none of the Company SEC Documents contained or will contain at the time they were filed, or will be filed, as the case may be, or, if amended or restated, as of the date of the last such amendment or applicable subsequent filing prior to the date of this Agreement, contained, or will contain, any untrue statement of a material fact or omitted, omitted or will omit, omit at the time of filing to state any 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, or are to be made, not misleading.. Each of the consolidated balance

Company SEC Documents; Undisclosed Liabilities. (a) The Company has and each of its Subsidiaries have timely filed with the SEC or furnished, as applicable, all forms, documentsrequired registration statements, reports, schedules schedules, forms, certifications and statements required to be filed or furnished other documents with the SEC Securities and Exchange Commission (the “SEC”) since December 31, 20092004 (collectively, together with any amendmentsand in each case including all exhibits and schedules thereto and financial statements contained in, restatements or supplements thereto (and documents incorporated by reference therein, the “Company SEC Documents”). As of their respective filing dates, or, if amended or restated, as of the date of the last such amendment or applicable subsequent filing prior to the date of this Agreement, each of the Company SEC Documents complied, and each of the such Company SEC Documents to be Document filed subsequent to the date hereof and prior to the Offer Acceptance Time, will comply, in all material respects with the requirements of the Exchange Act or and the Securities Act, as the case may be, Act and the all other federal securities Laws applicable rules and regulations promulgated thereunderto such Company SEC Documents, and none of the Company SEC Documents at the time they were filed, as of their respective dates contained or will be filed, as the case may be, or, if amended or restated, as of the date of the last such amendment or applicable subsequent filing prior to the date of this Agreement, contained, or will contain, contain any untrue statement of a material fact or omitted, or will omit, omitted to state any 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, or are to be made, not misleading. The Company has made available to Parent prior to the date hereof copies of all correspondence between the SEC and the Company or any Company Subsidiary, since December 31, 2004 until the date hereof. As of the date of this Agreement, there are no material outstanding or unresolved comments from the SEC staff with respect to the Company SEC Documents.