Common use of Financial Statements and SEC Reports Clause in Contracts

Financial Statements and SEC Reports. Except as disclosed on Schedule 4.9, PST has timely filed all required forms, reports, statements and documents with the Commission since May 31, 1997, all of which have complied in all material respects with all applicable requirements of the Securities Act and the Exchange Act. PST heretofore has delivered to Enterprises true and complete copies of: (i) its Annual Reports on Form 10-K (including all amendments thereto) for the fiscal years ended December 31, 1995, December 31, 1996 and December 31, 1997; (ii) its Quarterly Reports on Form 10-Q (including all amendments thereto) for the fiscal quarters ended March 31, 1995, June 30, 1995, September 30, 1995, March 31, 1996, June 30, 1996, September 30, 1996, March 31, 1997, June 30, 1997, September 30, 1997 and March 31, 1998; (iii) its definitive proxy statements relating to all meetings of its shareholders (whether annual or special) held since December 31, 1994; and (iv) all other reports, statements and registration statements filed or required to be filed by it with the Commission since December 31, 1994 (the documents referred to in clauses (i), (ii), (iii), and (iv) being hereinafter referred to as the "PST SEC REPORTS"). As of their respective dates, the PST SEC Reports were prepared in all material respects in accordance with the requirements of the Securities Act and the Exchange Act, as the case may be, and 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 financial statements (including any related notes) of PST included in the PST SEC Reports were prepared in conformity with generally accepted accounting principles applied on a consistent basis (except as otherwise stated in such financial statements or, in the case of audited statements, the related report of Xxxxxx Xxxxxxxx LLP, independent public accountants for PST), and present fairly in all material respects the financial position, results of operations and cash flows of PST as of the dates and for the periods indicated, subject, in the case of unaudited interim financial statements, to condensation, the absence of notes not required for quarterly financial statements thereto and normal year-end audit adjustments. 4.10 Events Subsequent to Most Recent Fiscal Year End. Since December 31, 1997, and other than as set forth in Schedule 4.10, PST has conducted its business in the ordinary course, and there has not been any change in the business, financial condition, operations, results of operations, relationships with any suppliers or customers or future prospects of PST which would constitute or be expected to result in a PST Material Adverse Effect. Without limiting the generality of the foregoing, since that date and except as set forth on Schedule 4.10: (a) PST has not sold, leased, transferred, or assigned any of its assets, tangible or intangible, other than for a fair consideration in the ordinary course of business; (b) PST has not entered into any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) outside the ordinary course of business; (c) no party (including PST) has accelerated, terminated, modified, or canceled any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses), outside the ordinary course of business, to which PST is a party or by which PST is bound; (d) Except as disclosed on Schedule 4.7 or Schedule 4.10 hereto, PST has not granted or allowed to be imposed any lien, claim, charge, security interest or other encumbrance upon any of its assets, other than equipment operating leases entered into in the ordinary course of business, nor has PST issued any note, bond, I-8

Financial Statements and SEC Reports. Except as disclosed on Schedule 4.9, PST has timely filed all required forms, reports, statements and documents with the Commission since May 31, 1997, all of which have complied in all material respects with all applicable requirements of the Securities Act and the Exchange Act. PST heretofore The Company has delivered to Enterprises the ------------------------------------ Purchasers true and complete copies of: (i) its of the Company's Annual Reports Report on Form 10-K (including all amendments thereto) for the fiscal years year ended December 31, 1995, December 31September 26, 1996 (the "1996 10-K"), as filed with the Securities and Exchange Commission (the "SEC") on December 3126, 1997; (ii) its 1996, and all filings made with the SEC since September 26, 1996, including, without limitation, the Company's Quarterly Reports Report on Form 10-Q (including all amendments thereto) for the fiscal quarters quarter ended March 31, 1995, June 30, 1995, September 30, 1995, March 31December 26, 1996, as filed with the SEC on February 10, 1997, the Company's Quarterly Report on Form 10-Q for the quarter ended March 27, 1997, as filed with the SEC on May 12, 1997, the Company's Quarterly Report on Form 10-Q for the quarter ended June 3026, 19961997, September 30, 1996, March as filed with the SEC on July 31, 1997, June 30and as amended by a Form 10-Q/A, as filed with the SEC on August 8, 1997, the Company's Current Report on Form 8-K dated September 305, 1997 and March 311997, 1998; (iii) its definitive proxy statements relating to all meetings of its shareholders (whether annual or special) held since December 31, 1994; and (iv) all other reports, statements and registration statements as filed or required to be filed by it with the Commission since December 31SEC on September 5, 1994 (the documents referred to in clauses (i), (ii), (iii)1997, and any financial statements or schedules included or incorporated by reference therein (iv) being hereinafter referred to as collectively, the "PST SEC REPORTSFilings"). As of their respective dates, the PST SEC Reports were prepared in all material respects in accordance with the requirements of the Securities Act and the Exchange Act, as the case may be, and Filings did not contain any untrue statement of a material fact or omit to state a 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, not misleading. The consolidated financial statements (including any related notes) of PST the Company and its subsidiaries included in the PST SEC Reports Filings were prepared in conformity accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis (except as otherwise stated may be indicated therein or in such the notes thereto and except that the quarterly financial statements or, in do not contain all of the case of audited footnote disclosures required by GAAP for annual financial statements, the related report of Xxxxxx Xxxxxxxx LLP, independent public accountants for PST), ) and present fairly in all material respects the consolidated financial position, results of operations and cash flows of PST the Company and its subsidiaries as of the dates and for the periods indicated, subject, in the case of unaudited interim financial statements, to condensation, the absence of notes not required for quarterly financial statements thereto and normal year-end audit adjustments. 4.10 Events Subsequent to Most Recent Fiscal Year End. Since December 31, 1997, and other than as set forth in Schedule 4.10, PST has conducted its business in the ordinary course, and there has not been any change in the business, financial condition, operations, results of operations, relationships with any suppliers or customers or future prospects of PST which would constitute or be expected to result in a PST Material Adverse Effect. Without limiting the generality of the foregoing, since that date and except as set forth on Schedule 4.10: (a) PST has not sold, leased, transferred, or assigned any of its assets, tangible or intangible, other than for a fair consideration in the ordinary course of business; (b) PST has not entered into any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) outside the ordinary course of business; (c) no party (including PST) has accelerated, terminated, modified, or canceled any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses), outside the ordinary course of business, to which PST is a party or by which PST is bound; (d) Except as disclosed on Schedule 4.7 or Schedule 4.10 hereto, PST has not granted or allowed to be imposed any lien, claim, charge, security interest or other encumbrance upon any of its assets, other than equipment operating leases entered into in the ordinary course of business, nor has PST issued any note, bond, I-8.

Financial Statements and SEC Reports. Except (a) Attached hereto as disclosed on Schedule 4.94.03(a) are copies of (a) the unaudited consolidated balance sheet, PST has timely filed all required formsas of September 30, reports2014, of the Company and its Subsidiaries, and the unaudited consolidated statements of earnings and documents with cash flows of the Commission since May Company and its Subsidiaries for the nine-month period then ended (such statements, the “Latest Company Financial Statements”), and (b) the audited consolidated balance sheets, as of December 31, 19972013, all of which have complied in all material respects with all applicable requirements December 31, 2012 and December 31, 2011 of the Securities Act Company and its Subsidiaries and the Exchange Act. PST heretofore has delivered to Enterprises true audited consolidated statements of earnings, stockholders’ equity and complete copies of: (i) cash flows of the Company and its Annual Reports on Form 10-K (including all amendments thereto) Subsidiaries for the fiscal years ended December 31, 19952013, December 31, 1996 2012 and December 31, 1997; 2011 (ii) its Quarterly Reports on Form 10-Q (including all amendments thereto) for such statements, the fiscal quarters ended March 31, 1995, June 30, 1995, September 30, 1995, March 31, 1996, June 30, 1996, September 30, 1996, March 31, 1997, June 30, 1997, September 30, 1997 “Annual Company Financial Statements,” and March 31, 1998; (iii) its definitive proxy statements relating to all meetings of its shareholders (whether annual or special) held since December 31, 1994; and (iv) all other reports, statements and registration statements filed or required to be filed by it together with the Commission since December 31Latest Company Financial Statements, 1994 (the documents referred to in clauses (i), (ii), (iii), and (iv) being hereinafter referred to as the "PST SEC REPORTS"“Company Financial Statements”). As of their respective datesThe Company Financial Statements fairly present, the PST SEC Reports were prepared in all material respects in accordance with respects, the requirements consolidated financial position of the Securities Act Company and its Subsidiaries and the Exchange Act, as the case may be, and 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 financial statements (including any related notes) of PST included in the PST SEC Reports were prepared in conformity with generally accepted accounting principles applied on a consistent basis (except as otherwise stated in such financial statements or, in the case of audited statements, the related report of Xxxxxx Xxxxxxxx LLP, independent public accountants for PST), and present fairly in all material respects the financial position, consolidated results of operations and changes in cash flows of PST as of the dates Company and its Subsidiaries, at and for the periods indicatedpresented, subject, in the case of unaudited interim financial statementsthe Latest Company Financial Statements, to condensation, the absence of notes not required for quarterly financial statements thereto and normal year-end audit adjustmentsadjustments and the absence of footnote disclosures. 4.10 Events Subsequent to Most Recent Fiscal Year End. Since December 31Except as set for on Schedule 4.03(a), 1997each of the Company Financial Statements (including all related notes) has been prepared in accordance with GAAP and Regulation S-X under the Securities Act, except as otherwise noted therein, and other than subject, in the case of the Latest Company Financial Statements, to normal year-end adjustments and the absence of footnote disclosures. The Latest Company Financial Statements have been prepared from the books and records of the Company and its Subsidiaries, in all material respects, on a basis consistent with the Annual Company Financial Statements, subject to normal year-end adjustments and the absence of footnote disclosures. Except as set forth in for on Schedule 4.104.03(a), PST has conducted its business in the ordinary course, and there has not been any change in the business, system of internal controls over financial condition, operations, results of operations, relationships with any suppliers or customers or future prospects of PST which would constitute or be expected to result in a PST Material Adverse Effect. Without limiting the generality reporting of the foregoing, since Company and its Subsidiaries is sufficient in all material respects to provide reasonable assurance that date and except transactions are recorded as set forth on Schedule 4.10: (a) PST has not sold, leased, transferred, or assigned any necessary to permit preparation of its assets, tangible or intangible, other than for a fair consideration financial statements in the ordinary course of business; (b) PST has not entered into any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) outside the ordinary course of business; (c) no party (including PST) has accelerated, terminated, modified, or canceled any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses), outside the ordinary course of business, to which PST is a party or by which PST is bound; (d) Except as disclosed on Schedule 4.7 or Schedule 4.10 hereto, PST has not granted or allowed to be imposed any lien, claim, charge, security interest or other encumbrance upon any of its assets, other than equipment operating leases entered into in the ordinary course of business, nor has PST issued any note, bond, I-8accordance with GAAP.

Financial Statements and SEC Reports. Except Attached hereto as disclosed on Schedule 4.9, PST has timely filed all required forms, reports, 2.1(f) are true and complete copies of audited financial statements and documents with of the Commission since May Company for its fiscal years ending October 31, 19972010 and “2011. and the unaudited financial statements of the Company for the three-months ending January 31, all of which 2012 (collectively, (the “Financial Statements”). The Financial Statements have complied been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved, and, fairly present in all material respects with the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended. Neither the Financial Statements nor any other information provided by or on behalf of the Company to Purchaser, including, without limitation, information referred to in this Agreement, collectively contain any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Since October 31, 2011, no changes, occurrences or developments shall have occurred or become known to the Company that would be reasonably expected to have a material adverse effect on the business, properties, prospects, assets, liabilities or condition (financial or otherwise) of the Company and its subsidiaries taken individually or in the aggregate (a “Material Adverse Effect”). The Company and its subsidiaries have no material liability, contingent or otherwise except those reflected on the Financial Statements and those incurred in the ordinary course since October 31, 2011. A copy of all applicable requirements of reports required to be filed by the Company under the Securities Act and the Exchange Act. PST heretofore has delivered , including pursuant to Enterprises true and complete copies of: (iSection 13(a) its Annual Reports on Form 10-K (including all amendments theretoor 15(d) thereof, for the fiscal two years ended December 31, 1995, December 31, 1996 and December 31, 1997; preceding the date hereof (iior such shorter period as the Company was required by law to file such material) its Quarterly Reports on Form 10-Q (including all amendments thereto) for the fiscal quarters ended March 31, 1995, June 30, 1995, September 30, 1995, March 31, 1996, June 30, 1996, September 30, 1996, March 31, 1997, June 30, 1997, September 30, 1997 and March 31, 1998; (iii) its definitive proxy statements relating to all meetings of its shareholders (whether annual or special) held since December 31, 1994; and (iv) all other reports, statements and registration statements filed or required to be filed by it with the Commission since December 31, 1994 (the documents foregoing materials being collectively referred to in clauses (i), (ii), (iii), and (iv) being hereinafter referred to herein as the "PST “SEC REPORTS")Reports” are available for review on the SEC’s website, xxx.xxx.xxx. As of their respective dates, the PST SEC Reports were prepared complied in all material respects in accordance with the requirements of the Securities Act and the Exchange Act, as Act and the case may berules and regulations of the Commission promulgated thereunder, and did not contain none of the SEC Reports, when filed, contained 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 financial statements (including any related notes) of PST the Company included in the PST SEC Reports were comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in conformity accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise stated specified in such financial statements or, in or the case of audited statements, the related report of Xxxxxx Xxxxxxxx LLP, independent public accountants for PST)notes thereto, and fairly present fairly in all material respects the financial position, position of the Company and its consolidated subsidiaries as of and for the dates thereof and the results of operations and cash flows of PST as of the dates and for the periods indicatedthen ended, subject, in the case of unaudited interim financial statements, to condensationnormal, the absence of notes not required for quarterly financial statements thereto and normal immaterial, year-end audit adjustments. 4.10 Events Subsequent to Most Recent Fiscal Year End. Since December 31, 1997, and other than as set forth in Schedule 4.10, PST has conducted its business in the ordinary course, and there has not been any change in the business, financial condition, operations, results of operations, relationships with any suppliers or customers or future prospects of PST which would constitute or be expected to result in a PST Material Adverse Effect. Without limiting the generality of the foregoing, since that date and except as set forth on Schedule 4.10: (a) PST has not sold, leased, transferred, or assigned any of its assets, tangible or intangible, other than for a fair consideration in the ordinary course of business; (b) PST has not entered into any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) outside the ordinary course of business; (c) no party (including PST) has accelerated, terminated, modified, or canceled any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses), outside the ordinary course of business, to which PST is a party or by which PST is bound; (d) Except as disclosed on Schedule 4.7 or Schedule 4.10 hereto, PST has not granted or allowed to be imposed any lien, claim, charge, security interest or other encumbrance upon any of its assets, other than equipment operating leases entered into in the ordinary course of business, nor has PST issued any note, bond, I-8.

Financial Statements and SEC Reports. Except as disclosed on Schedule 4.93.5, PST Enterprises has timely filed all required forms, reports, statements and documents with the Securities and Exchange Commission (the "COMMISSION") since May 31, 1997, all of which have complied in all material respects with all applicable requirements of the Securities Act and the Exchange Act. PST Enterprises heretofore has delivered to Enterprises PST true and complete copies of: (i) its Annual Reports on Form 10-K (including all amendments thereto) for the fiscal years ended December 31, 1995, December March 31, 1996 and March 31, 1997, and for the nine (9) month transition period ended December 31, 1997; (ii) its Quarterly Reports on Form 10-Q (including all amendments thereto) for the fiscal quarters ended March 31, 1995, June 30, 1995, September 30, 1995, March 31, 1996, June 30, 1996, September 30, 1996, March December 31, 19971996, June 30, 1997, September 30, 1997 and March 31, 1998; (iii) its definitive proxy statements relating to all meetings of its shareholders (whether annual or special) held since December March 31, 19941996; and (iv) all other reports, statements and registration statements filed or required to be filed by it with the Commission since December March 31, 1994 1996 (the documents referred to in clauses (i), (ii), (iii), and (iv) being hereinafter referred to as the "PST ENTERPRISES SEC REPORTS"). As of their respective dates, the PST Enterprises SEC Reports were prepared in all material respects in accordance with the requirements of the Securities Act and the Exchange Act, as the case may be, and 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 financial statements (including any related notes) of PST Enterprises included in the PST Enterprises SEC Reports were prepared in conformity with generally accepted accounting principles applied on a consistent basis (except as otherwise stated in such financial statements or, in the case of audited statements, the related report of Xxxxxx Xxxxxxxx LLP, independent public accountants for PSTEnterprises), and present fairly in all material respects the consolidated financial position, results of operations and cash flows of PST Enterprises as of the dates and for the periods indicated, subject, in the case of unaudited interim consolidated financial statements, to condensation, the absence of notes not required for quarterly financial statements thereto and normal year-end audit adjustments. 4.10 Events Subsequent to Most Recent Fiscal Year End. Since December 31, 1997, and other than as set forth in Schedule 4.10, PST has conducted its business in the ordinary course, and there has not been any change in the business, financial condition, operations, results of operations, relationships with any suppliers or customers or future prospects of PST which would constitute or be expected to result in a PST Material Adverse Effect. Without limiting the generality of the foregoing, since that date and except as set forth on Schedule 4.10: (a) PST has not sold, leased, transferred, or assigned any of its assets, tangible or intangible, other than for a fair consideration in the ordinary course of business; (b) PST has not entered into any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) outside the ordinary course of business; (c) no party (including PST) has accelerated, terminated, modified, or canceled any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses), outside the ordinary course of business, to which PST is a party or by which PST is bound; (d) Except as disclosed on Schedule 4.7 or Schedule 4.10 hereto, PST has not granted or allowed to be imposed any lien, claim, charge, security interest or other encumbrance upon any of its assets, other than equipment operating leases entered into in the ordinary course of business, nor has PST issued any note, bond, I-83.6

Financial Statements and SEC Reports. Except as disclosed on Schedule 4.9, PST Xxxxx has timely filed all required forms, reports, statements and documents with the Commission SEC since May 31October 19, 19971994, all of which have complied in all material respects with all applicable requirements of the Securities Act and or the Exchange Act. PST Xxxxx heretofore has delivered to Enterprises the Turecamo Stockholders true and complete copies of: of (i) its Annual Reports on Form 10-K (including all amendments thereto) for the fiscal years ended December 31, 1995, December 31, 1996 and December 311997 (the "Most Recent Form 10-K"), 1997; (ii) its Quarterly Reports on Form 10-Q (including all amendments thereto) for the fiscal quarters ended March 31, 1995, 1998 and June 30, 19951998 (the "Most Recent Forms 10- Q", September 30and the Most Recent Forms 10-Q and the Most Recent Form 10-K, 1995the "Most Recent SEC Reports"), March 31, 1996, June 30, 1996, September 30, 1996, March 31, 1997, June 30, 1997, September 30, 1997 and March 31, 1998; (iii) its definitive proxy statements relating to all meetings of its shareholders (whether annual or special) held since December 31, 1994; and (iv) all other reports, statements and registration statements filed by it with the SEC at any time or required to be filed by it with the Commission SEC since December 31October 19, 1994 (the documents referred to in clauses (i), (ii), ) and (iii), and (iv) being hereinafter referred to as the "PST Xxxxx SEC REPORTSReports"). As of their respective dates, the PST Xxxxx SEC Reports were prepared in all material respects in accordance with the requirements of the Securities Act and the Exchange Act, as the case may be, and 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 made therein, in light of the circumstances under which they were made, not misleading. The financial statements (including any related notes) of PST Xxxxx and its Subsidiaries included in the PST Xxxxx SEC Reports were prepared in conformity with generally accepted accounting principles GAAP applied on a consistent basis (except as otherwise stated in such financial statements or, in the case of audited statements, the related report of Xxxxxx Xxxxxxxx LLP, independent public accountants for PST)basis, and present fairly in all material respects the consolidated financial position, results of operations and operations, cash flows and changes in stockholders equity of PST Xxxxx and its consolidated Subsidiaries as of the dates and for the periods indicated, subject, in the case of unaudited interim consolidated financial statements, to condensation, the absence of certain notes not required for quarterly financial statements thereto and normal year-end audit adjustments. 4.10 Events Subsequent to Most Recent Fiscal Year End. Since December 31, 1997, and other than as set forth in Schedule 4.10, PST has conducted its business in the ordinary course, and there has not been any no change in the business, financial condition, operations, results of operations, relationships with any suppliers or customers or future prospects of PST which would constitute or be expected to result in a PST Material Adverse Effect. Without limiting the generality of the foregoingsignificant accounting (including tax accounting) policies, since that date and except as set forth on Schedule 4.10: (a) PST has not sold, leased, transferred, practices or assigned procedures of Xxxxx or any of its assets, tangible or intangible, other than for a fair consideration in the ordinary course of business; (b) PST has not entered into any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) outside the ordinary course of business; (c) no party (including PST) has accelerated, terminated, modified, or canceled any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses), outside the ordinary course of business, to which PST is a party or by which PST is bound; (d) Except as disclosed on Schedule 4.7 or Schedule 4.10 hereto, PST has not granted or allowed to be imposed any lien, claim, charge, security interest or other encumbrance upon any of its assets, other than equipment operating leases entered into in the ordinary course of business, nor has PST issued any note, bond, I-8consolidated Subsidiaries.