Common use of Reports and Financial Statements Clause in Contracts

Reports and Financial Statements. The Company has filed all reports required to be filed with the SEC pursuant to the Exchange Act since March 26, 1996 (such reports, together with all registration statements, prospectuses and information statements filed by the Company since March 26, 1996, being hereinafter collectively referred to as the "Company SEC Reports"), and has previously furnished Parent with true and complete copies of all such Company SEC Reports. None of such Company SEC Reports, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. As of their respective dates, all such Company SEC Reports complied as to form in all material respects with the applicable requirements of the Securities Act. Each of the balance sheets (including the related notes) included in the Company SEC Reports fairly presents the consolidated financial position of the Company and the Subsidiaries as of the respective dates thereof, and the other related statements (including the related notes) included therein fairly present the results of operations and the changes in financial position of the Company and the Subsidiaries for the respective periods or as of the respective dates set forth therein (subject, where appropriate, to normal year-end adjustments), all in conformity with generally accepted accounting principles consistently applied during the periods involved, except as otherwise noted therein.

Reports and Financial Statements. (a) The Company has timely filed with the SEC all reports forms, reports, schedules, statements and other documents required to be filed with by it since April 2, 1997 under the SEC pursuant to Securities Act or the Exchange Act since March 26, 1996 (such reportsdocuments, together with all registration statementsas supplemented or amended since the time of filing, prospectuses and information statements filed by the Company since March 26, 1996, being hereinafter collectively referred to as the "Company COMPANY SEC ReportsREPORTS"), and has previously furnished Parent with true and complete copies of all such Company SEC Reports. None of such Company SEC Reports, as As of their respective dates, contained the Company SEC Reports, including without limitation, any financial statements or schedules included or incorporated by reference therein, at the time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively) (i) complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act and (ii) did not contain any untrue statement of a material fact or omitted 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. As of their respective dates, all such Company SEC Reports complied as to form in all material respects with the applicable requirements of the Securities Act. Each of the balance sheets (including the related notes) The audited consolidated financial statements and unaudited consolidated interim financial statements included or incorporated by reference in the Company SEC Reports (including any related notes and schedules) fairly presents present, in all material respects, the consolidated financial position of the Company and the its consolidated Subsidiaries as of the respective dates thereof, thereof and the other related statements (including the related notes) included therein fairly present the results of their operations and the changes in financial position of the Company and the Subsidiaries their cash flows for the respective periods or as of the respective dates set forth therein therein, in each case in accordance with past practice and GAAP consistently applied during the periods involved (except as otherwise disclosed in the notes thereto and subject, where appropriate, to normal year-end adjustmentsadjustments that would not be material in amount or effect), all in conformity with generally accepted accounting principles consistently applied during the periods involved, except as otherwise noted therein.

Reports and Financial Statements. (a) The Company has filed all reports Reports on Form 10-K, Form 10-Q and Form 8-K, registration statements and proxy statements required to be filed with the SEC pursuant to the Exchange Act since March 26January 1, 1996 (such reportscollectively, together with all registration statements, prospectuses and information statements filed by the Company since March 26, 1996, being hereinafter collectively referred to as the "Company SEC Reports"), and . The Company has previously furnished or made available to Parent with true and complete copies of all such the Company SEC ReportsReports filed prior to the date hereof. None of such the Company SEC Reports, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. As of their respective dates, all such Company SEC Reports complied as to form in all material respects with the applicable requirements of the Securities Act. Each of the consolidated balance sheets (including the related notes) included in the Company SEC Reports fairly presents fairly, in all material respects, the consolidated financial position of the Company and the its Subsidiaries as of the respective dates thereof, and the other related statements (including the related notes) included therein fairly in the Company SEC Reports present fairly, in all material respects, the results of operations and the changes in financial position of the Company and the its Subsidiaries for the respective periods or as of the respective dates set forth therein (subject, where appropriate, to normal year-end adjustments)therein, all in conformity with generally accepted accounting principles consistently applied during the periods involved, except as otherwise noted thereintherein and subject, in the case of the unaudited interim financial statements, to normal year-end adjustments. All of the Company SEC Reports, as of their respective dates, complied as to form in all material respects with the requirements of the Exchange Act, the Securities Act and the applicable rules and regulations thereunder.

Reports and Financial Statements. The Company has previously furnished to Parent complete and accurate copies, as amended or supplemented, of its (i) Annual Report on Form 10-K for the fiscal year ended December 31, 1999, (ii) proxy statements relating to all meetings of its stockholders (whether annual or special) since December 31, 1998, and (iii) all other reports or registration statements, including Registration Statements on Form S-8, filed by the Company with the SEC since December 31, 1998 (such annual reports, proxy statements, registration statements and other filings, together with any amendments or supplements thereto, are collectively referred to herein as the "Company Reports"). The Company Reports constitute all reports of the documents filed or required to be filed by the Company with the SEC pursuant to the Exchange Act since March 26December 31, 1996 (such reports, together with all registration statements, prospectuses and information statements filed by the Company since March 26, 1996, being hereinafter collectively referred to as the "Company SEC Reports"), and has previously furnished Parent with true and complete copies of all such Company SEC Reports1998. None of such Company SEC Reports, as As of their respective dates, contained the Company Reports did not contain any untrue statement of a material fact or omitted 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. As The audited financial statements and unaudited interim financial statements of their respective datesthe Company included in the Company Reports (together, all such Company SEC Reports complied the "Financial Statements") (A) comply as to form in all material respects with applicable accounting requirements and the applicable requirements published rules and regulations of the Securities Act. Each of SEC with respect thereto, (B) have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis throughout the balance sheets periods covered thereby (including the related notes) included except as may be indicated therein or in the Company SEC Reports notes thereto, and in the case of quarterly financial statements, as permitted by Form 10-Q under the Exchange Act), and (C) fairly presents present in all material respects the consolidated financial position condition, results of operations and cash flows of the Company and the Subsidiaries its consolidated subsidiaries as of the respective dates thereof, thereof and the other related statements (including the related notes) included therein fairly present the results of operations and the changes in financial position of the Company and the Subsidiaries for the respective periods or as of the respective dates set forth therein (subject, where appropriate, referred to normal year-end adjustments), all in conformity with generally accepted accounting principles consistently applied during the periods involved, except as otherwise noted therein.

Reports and Financial Statements. The Company has timely filed with the SEC all reports forms, reports, schedules, statements and other documents required to be filed with by it since December 31, 1995 under the SEC pursuant to Securities Act or the Exchange Act since March 26, 1996 (such reportsdocuments, together with all registration statementsas supplemented or amended since the time of filing, prospectuses and information statements filed by the Company since March 26, 1996, being hereinafter collectively referred to as the "Company SEC Reports"), and has previously furnished Parent with true and complete copies of all such Company SEC Reports. None of such Company SEC Reports, as As of their respective dates, contained the Company SEC Reports, including without limitation, any financial statements or schedules included or incorporated by reference therein, at the time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively) (i) complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act, and (ii) did not contain any untrue statement of a material fact or omitted 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. As of their respective dates, all such Company SEC Reports complied as to form in all material respects with the applicable requirements of the Securities Act. Each of the balance sheets (including the related notes) The audited consolidated financial statements and unaudited consolidated interim financial statements included or incorporated by reference in the Company SEC Reports (including any related notes and schedules) fairly presents present, in all material respects, the consolidated financial position of the Company and the its consolidated Subsidiaries as of the respective dates thereof, thereof and the other related statements (including the related notes) included therein fairly present the results of their operations and the changes in financial position of the Company and the Subsidiaries their cash flows for the respective periods or as of the respective dates set forth therein therein, in each case in accordance with past practice and generally accepted accounting principles in the United States ("GAAP") consistently applied during the periods involved (except as otherwise disclosed in the notes thereto and subject, where appropriate, to normal year-end adjustmentsadjustments that would not be material in amount or effect), all in conformity with generally accepted accounting principles consistently applied during the periods involved, except as otherwise noted therein.

Reports and Financial Statements. The Company (a). Since January 1, 1999, Parent has timely filed all reports material reports, registration statements and other filings required to be filed by it with the SEC pursuant to under the Exchange Act since March 26rules and regulations of the SEC (collectively, 1996 (such reports, together with all registration statements, prospectuses and information statements filed by the Company since March 26, 1996, being hereinafter collectively referred to as the "Company PARENT SEC ReportsREPORTS"), and has previously furnished Parent with true and complete copies of all such Company SEC Reports. None of such Company SEC Reports, as As of their respective dates, contained the Parent SEC Reports (i) complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act, and the rules and regulations promulgated thereunder and (ii) did not contain any untrue statement of a material fact or omitted 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. As of their respective dates; provided, all such Company that the foregoing clause (ii) will not apply to the financial statements included in the Parent SEC Reports complied as to form (which are covered by the following sentence). The audited consolidated financial statements and unaudited consolidated interim financial statements included in the Parent SEC Reports (including any related notes and schedules) fairly present in all material respects with the applicable requirements of the Securities Act. Each of the balance sheets (including the related notes) included in the Company SEC Reports fairly presents the consolidated financial position of the Company Parent and the its consolidated Subsidiaries as of the respective dates thereof, thereof and the other related statements (including the related notes) included therein fairly present the results of their operations and the changes in financial position of the Company and the Subsidiaries their cash flows for the respective periods or as of the respective dates set forth therein then ended (subject, where appropriate, to normal year-end adjustments), all in conformity each case in accordance with generally accepted accounting principles GAAP consistently applied during the periods involved, involved (except as otherwise noted thereindisclosed in the notes thereto and except that the unaudited financial statements therein do not contain all of the footnote disclosures required by GAAP).

Reports and Financial Statements. The Company has filed all reports required to be filed with the SEC pursuant to the Exchange Act since March 26, 1996 (such reports, together with all registration statements, prospectuses and information statements filed by the Company since March 26, 1996, being hereinafter collectively referred to as the "Company SEC Reports"), and has previously furnished Parent with true and complete copies of all such Company SEC Reports. None of such Company SEC Reports, as As of their respective dates, contained CBI's Form 10-K for the period ended December 31, 2001, and all other reports filed by it with the Securities and Exchange Commission (the "Commission") under the Securities Exchange Act of 1934, as amended, since January 1, 2002, including but not limited to the Form 10-Q filed for the fiscal quarter ended June 30, 2002 (collectively, the "Reports") complied in all material respects with the then applicable published rules and regulations of the Commission with respect thereto and, when considered together, did not or will not contain any untrue statement of a material fact or omitted 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. As of their respective datesthe date hereof, all no additional filings or amendments to previously filed Reports are required pursuant to such Company SEC Reports complied as to form in all material respects with the applicable requirements of the Securities Actrules and regulations. Each of the balance sheets (including the related notes) audited consolidated financial statements and unaudited interim financial statements included in CBI's Reports has been prepared in accordance with generally accepted accounting principles applied on a consistent basis (except as may be indicated therein or in the Company SEC Reports notes thereto) and fairly presents the consolidated financial position of the Company and the Subsidiaries entity or entities to which it relates as of the respective dates thereof, and the other related statements (including the related notes) included therein fairly present at its date or the results of operations operations, stockholders' equity and the changes in financial position cash flows of the Company and the Subsidiaries for the respective periods such entity or as of the respective dates set forth therein entities (subject, where appropriatein the case of unaudited statements, to normal the absence of footnote disclosure and in the case of unaudited interim statements to year-end adjustments), all in conformity with generally accepted accounting principles consistently applied during the periods involved, except as otherwise noted therein.

Reports and Financial Statements. The Company Since November 34 21, 1986, Enterprises has filed with the Securities and Exchange Commission ("SEC") all material forms, statements, reports and documents (including all exhibits, amendments and supplements thereto) required to be filed with by it under the SEC pursuant to Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act since March 26of 1934, as amended (the "Exchange Act"), and the Trust Indenture Act of 1939, as amended, and the respective rules and regulations thereunder, all of which complied in all material respects with all applicable requirements of the appropriate acts and the rules and regulations thereunder. Enterprises has previously delivered to TBG copies of (1) its Annual Reports on Form 10-K for the fiscal years ended December 31, 1995, December 31, 1996 and December 31, 1997 (such reportsthe "Enterprises 10-K"), together with all registration statementsa copy of the annual reports to stockholders for each such year, prospectuses and information statements filed by (2) its Proxy Statement for the Company since March 26annual meeting of stockholders held April 17, 19961998 (collectively, being hereinafter collectively referred to as the "Company Enterprises SEC Reports"), and has previously furnished Parent with true and complete copies of all such Company SEC Reports. None of such Company SEC Reports, as As of their respective dates, contained the Enterprises SEC Reports did not contain any untrue statement of a material fact or omitted 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. As of their respective dates, all such Company SEC Reports complied as to form in all material respects with the applicable requirements of the Securities Act. Each of the balance sheets (audited consolidated financial statements and unaudited interim consolidated financial statements, including the any related notes) notes and schedules, of Enterprises included in or incorporated by reference in such reports (the Company SEC Reports "Enterprises Financial Statements") have been prepared in accordance with GAAP applied on a consistent basis (except as may be indicated therein or in the notes thereto) and fairly presents present the consolidated financial position of the Company Enterprises and the Subsidiaries its subsidiaries as of the respective dates thereof, thereof and the other related statements (including the related notes) included therein fairly present the results of their operations and the changes in financial position for the periods then ended, subject, in the case of the Company and the Subsidiaries for the respective periods or as of the respective dates set forth therein (subject, where appropriateunaudited interim financial statements, to normal year-end adjustments), all in conformity with generally accepted accounting principles consistently applied during the periods involved, except as otherwise noted and audit adjustments and any other adjustments described therein.

Reports and Financial Statements. The Company VDAT has filed all reports required to be filed by it with the SEC pursuant to the Exchange Act since March 26September 30, 1996 1997, including, without limitation, an Annual Report on Form 10-KSB for the year ended September 30, 2000 (such reportscollectively, together with all registration statements, prospectuses and information statements filed by the Company since March 26, 1996, being hereinafter collectively referred to as the "Company VDAT SEC Reports"), and has previously furnished Parent with or made available to MOD true and complete copies of all such Company VDAT SEC Reports. None of such Company VDAT SEC Reports, as of their respective datesdates (as amended or supplemented through the date hereof), contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. As of their respective dates, all such Company SEC Reports complied as to form in all material respects with the applicable requirements of the Securities Act. Each of the balance sheets (including the related notes) included in the Company VDAT SEC Reports fairly presents in all material respects the consolidated financial position of the Company VDAT and the Subsidiaries its subsidiaries as of the respective dates thereof, and the other related statements (including the related notes) included therein fairly present in all material respects the results of operations and the changes in financial position cash flows of the Company VDAT and the Subsidiaries its subsidiaries for the respective periods or as of the respective dates set forth therein (subject, where appropriate, to normal year-end adjustments)therein, all in conformity with generally accepted accounting principles consistently applied during the periods involved, except as otherwise noted thereintherein and subject, in the case of the unaudited interim financial statements, to normal year-end adjustments and any other adjustments described therein and the absence of any notes thereto.

Reports and Financial Statements. (a) The Company has filed all reports required to be filed with furnished the SEC pursuant to the Exchange Act since March 26, 1996 (such reports, together with all registration statements, prospectuses and information statements filed by the Company since March 26, 1996, being hereinafter collectively referred to as the "Company SEC Reports"), and has previously furnished Parent Investors with true and complete copies of the Company’s (i) Annual Reports on Form 10-KSB for the fiscal years ended December 31, 2001, as amended, December 31, 2002, as amended, and December 31, 2003, as filed with the SEC, (ii) Quarterly Reports on Form 10-QSB for the quarter ended April 4, 2004, as filed with the SEC, (iii) proxy statements related to all such meetings of its stockholders (whether annual or special) held since January 1, 2002, and (iv) all other reports filed with or registration statements declared effective by the SEC since January 1, 2002, except registration statements on Form S-8 relating to employee benefit plans, which are all the documents (other than preliminary material) that the Company was required to file with the SEC since that date (clauses (i) through (iv) being referred to herein collectively as the “Company SEC Reports”). None The Company has timely made all filings required under the Exchange Act during the 12 months preceding the date of this Agreement. As of their respective dates, the Company SEC Reports were duly filed and complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Company SEC Reports, as including, but not limited to, the Xxxxxxxx-Xxxxx Act. As of their respective dates, contained the Company SEC Reports did not contain any untrue statement of a material fact or omitted 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. As of their respective dates, all such Company SEC Reports complied as to form in all material respects with the applicable requirements of the Securities Act. Each of the balance sheets (including the related notes) included in the Company SEC Reports fairly presents the consolidated financial position of the Company and the Subsidiaries as of the respective dates thereof, and the other related statements (including the related notes) included therein fairly present the results of operations and the changes in financial position of the Company and the Subsidiaries for the respective periods or as of the respective dates set forth therein (subject, where appropriate, to normal year-end adjustments), all in conformity with generally accepted accounting principles consistently applied during the periods involved, except as otherwise noted therein.

Reports and Financial Statements. The Company has timely filed all reports required to be filed with the SEC Securities and Exchange Commission ("SEC") pursuant to the Exchange Act since March 26December 1, 1996 1993 (such reportscollectively, together with all registration statements, prospectuses and information statements filed by the Company since March 26, 1996, being hereinafter collectively referred to as the "Company SEC Reports"), and has previously furnished Parent with true and complete copies of all such Company SEC Reports. None of such Company SEC Reports, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. As of their respective dates, all such Company SEC Reports complied as to form in all material respects with the applicable requirements of the Securities Act. Each of the balance sheets (including the related notes) included in the Company SEC Reports fairly presents the consolidated financial position of the Company and the Company Subsidiaries as of the respective dates thereof, and the other related statements (including the related notes) included therein fairly present the results of operations and the changes in financial position of the Company and the Company Subsidiaries for the respective periods or as of the respective dates set forth therein (subject, where appropriatein the case of unaudited statements, to normal year-end audit adjustments), all in conformity with generally accepted accounting principles ("GAAP") consistently applied during the periods involved, except as otherwise noted therein.

Reports and Financial Statements. The Company (A) IHS has timely filed all reports required to be filed with the SEC Securities and Exchange Commission (the "SEC") pursuant to and in accordance with the Securities Exchange Act since March 26of 1934, 1996 as amended (such reports, together with all registration statementsthe rules and regulations promulgated thereunder, prospectuses and information statements filed by the Company since March 26, 1996, being hereinafter collectively referred to as the "Company Exchange Act") and the applicable rules of the NYSE, since January 1, 1995 (collectively, as heretofore amended, the "IHS SEC Reports"), and has previously furnished Parent with to Rotech true and complete copies of all such Company IHS SEC Reports. None of such Company SEC Reportsreports, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under in which they were made, not misleading. As of their respective dates, all such Company SEC Reports complied as to form in all material respects with the applicable requirements of the Securities Act. Each of the balance sheets (including the related notes) included in the Company IHS SEC Reports fairly presents the consolidated financial position of the Company IHS and the IHS Subsidiaries as of the respective dates thereof, and the other related consolidated financial statements (including the related notes) included therein fairly present the results of operations and the changes in financial position cash flows of the Company IHS and the IHS Subsidiaries for the respective periods or as of the respective dates set forth therein (subject, where appropriate, to normal year-end adjustments)therein, all in conformity with generally accepted accounting principles consistently applied during the periods involved, GAAP except as otherwise noted therein.

Reports and Financial Statements. The Company Parent has filed all -------------------------------- reports required to be filed with the SEC Securities and Exchange Commission (the "SEC") pursuant to the Exchange Act since March 2631, 1996 (such reports, reports together with all registration statements, prospectuses and information statements filed by the Company since March 2631, 1996, 1996 being hereinafter collectively referred to as the "Company Parent SEC Reports"), and has previously furnished Parent the Company with true and complete copies of all such Company Parent SEC Reports. None of such Company Parent SEC Reports, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. As of their respective dates, all such Company Parent SEC Reports complied as to form in all material respects with the applicable requirements of the Securities Act. Each of the balance sheets (including the related notes) included in the Company Parent SEC Reports fairly presents the consolidated financial position of the Company Parent and the Subsidiaries its subsidiaries as of the respective dates thereof, and the other related statements (including the related notes) included therein fairly present the results of operations and the changes in financial position of the Company Parent and the Subsidiaries its subsidiaries for the respective periods or as of the respective dates set forth therein (subject, where appropriate, to normal year-end adjustments), all in conformity with generally accepted accounting principles consistently applied during the periods involved, involved except as otherwise noted therein.

Reports and Financial Statements. The Company has -------------------------------- filed all reports required to be filed with the SEC pursuant to the Exchange Act since March 26, 1996 (such reports, together with all registration statements, prospectuses and information statements filed by the Company since March 26, 1996, being hereinafter collectively referred to as the "Company SEC Reports"), and has previously furnished Parent with true and complete copies of all such Company SEC Reports. None of such Company SEC Reports, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. As of their respective dates, all such Company SEC Reports complied as to form in all material respects with the applicable requirements of the Securities Act. Each of the balance sheets (including the related notes) included in the Company SEC Reports fairly presents the consolidated financial position of the Company and the Subsidiaries as of the respective dates thereof, and the other related statements (including the related notes) included therein fairly present the results of operations and the changes in financial position of the Company and the Subsidiaries for the respective periods or as of the respective dates set forth therein (subject, where appropriate, to normal year-end adjustments), all in conformity with generally accepted accounting principles consistently applied during the periods involved, except as otherwise noted therein.

Reports and Financial Statements. (a) The Company has filed all reports reports, schedules and forms required to be filed by it with the SEC pursuant to Securities and Exchange Commission (the Exchange Act “SEC”) since March 26December 31, 1996 2001 (such reportscollectively, together with including all registration statementsexhibits thereto, prospectuses and information statements filed by the Company since March 26, 1996, being hereinafter collectively referred to as the "“Company SEC Reports"”), and has previously furnished Parent with true and complete copies of all such Company SEC Reports. None of such Company SEC Reports, as of their respective datesfiling dates (and, if amended or superseded by a filing prior to the Closing Date, then on the date of such filing), contained or will contain any untrue statement of a material fact or omitted or will 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. As of their respective dates, all such Company SEC Reports complied as to form in all material respects with the applicable requirements of the Securities Act. Each of the balance sheets financial statements of the Company (including the related notes) included in the Company SEC Reports fairly presents fairly, in all material respects, the consolidated financial position and consolidated results of operations and cash flows of the Company and the Subsidiaries as of the respective dates thereof, and the other related statements (including the related notes) included therein fairly present the results of operations and the changes in financial position of the Company and the Subsidiaries or for the respective periods or as of the respective dates set forth therein (subject, where appropriate, to normal year-end adjustments)therein, all in conformity with generally accepted accounting principles consistently applied during the periods involvedGAAP, except as otherwise noted therein, and subject, in the case of the unaudited interim financial statements, to the absence of footnotes and to normal year-end adjustments that have not been and are not expected to be material in amount. All of such Company SEC Reports, as of their respective filing dates (and as of the filing date of any amendment to the respective Company SEC Report), complied as to form and substance in all material respects with the then-applicable requirements of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”) and the Exchange Act.

Reports and Financial Statements. (a) The Company has filed or furnished all forms, statements, certifications, documents and reports required to be filed or furnished prior to the date hereof by it with the SEC pursuant (as amended and supplemented from time to time, the “Company SEC Documents”) since January 31, 2015, each of which, on the date filed or furnished with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseded filing), complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act since March 26and the Xxxxxxxx-Xxxxx Act, 1996 (as the case may be, and the applicable rules and regulations promulgated thereunder, and on such reportsdate, together with all registration statements, prospectuses and information statements filed by none of the Company since March 26, 1996, being hereinafter collectively referred to as the "Company SEC Reports"), and has previously furnished Parent with true and complete copies of all such Company SEC Reports. None of such Company SEC Reports, as of their respective dates, Documents contained any untrue statement of a material fact or omitted 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. As of their respective datesthe date hereof, all such Company there are no outstanding or unresolved comments received from the SEC Reports complied as with respect to form in all material respects with the applicable requirements any of the Securities Act. Each of the balance sheets (including the related notes) included in the Company SEC Reports fairly presents Documents, and, to the consolidated financial position Knowledge of the Company, none of the Company and SEC Documents is the subject of outstanding SEC comment or outstanding SEC investigation. None of the Subsidiaries as of the respective dates thereof, and the other related statements (including the related notes) included therein fairly present the results of operations and the changes in financial position of the Company and are, or have been at any time since February 2, 2013, subject to the Subsidiaries for the respective periods reporting requirements of Section 13(a) or as 15(d) of the respective dates set forth therein (subject, where appropriate, to normal year-end adjustments), all in conformity with generally accepted accounting principles consistently applied during the periods involved, except as otherwise noted thereinExchange Act.

Reports and Financial Statements. The Since December 31, 1996, the Company has timely filed all reports required to be filed with the SEC pursuant to the Exchange Act since March 26, 1996 (such reports, together with all registration statements, prospectuses prospectuses, forms, reports and information statements filed by documents that the Company since March 26was required to file with the Commission (collectively, 1996, being hereinafter collectively referred to as the "Company SEC Reports"). As of their respective dates, the Company SEC Reports complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and has previously furnished Parent with true the rules and complete copies regulations of all the Commission thereunder applicable to such Company SEC Reports. None of such Company SEC Reports, as As of their respective dates, contained the Company SEC Reports did not contain any untrue statement of a material fact or omitted 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. As The audited consolidated financial statements and unaudited interim financial statements of their respective dates, all such the Company included in the Company SEC Reports complied comply as to form in all material respects with applicable accounting requirements and with the applicable requirements published rules and regulations of the Securities Act. Each of Commission with respect thereto, and the balance sheets (including the related notes) financial statements included in the Company SEC Reports have been prepared in accordance with GAAP applied on a consistent basis (except as may be indicated therein or in the notes thereto or, in the case of unaudited financial statements, as permitted by Form 10-Q under the Exchange Act) and fairly presents present the consolidated financial position of the Company and its subsidiaries as at the Subsidiaries as of the respective dates thereof, thereof and the other related statements (including the related notes) included therein fairly present the results of their operations and the changes in financial position of the Company and the Subsidiaries for the respective periods or as of the respective dates set forth therein (then ended, subject, where appropriatein the case of unaudited interim financial statements, to normal year-end adjustments), all in conformity with generally accepted accounting principles consistently applied during the periods involved, except as otherwise noted audit adjustments and any other adjustments described therein.

Reports and Financial Statements. (a) The Company has filed all reports Reports on Form 10-K, Form 10-Q and Form 8-K, registration statements and proxy statements required to be filed with the SEC pursuant to the Exchange Act Commission since March 26January 1, 1996 1997 (such reportscollectively, together with all registration statements, prospectuses and information statements filed by the Company since March 26, 1996, being hereinafter collectively referred to as the "Company SEC Reports"), and . The Company has previously furnished to Parent with and Liberty true and complete copies of all such the Company SEC ReportsReports filed prior to the date hereof. None of such the Company SEC Reports, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. As of their respective dates, all such Company SEC Reports complied as to form in all material respects with the applicable requirements of the Securities Act. Each of the consolidated balance sheets (including the related notes) included in the Company SEC Reports fairly presents fairly, in all material respects, the consolidated financial position of the Company and the its Subsidiaries and Teligent as of the respective dates thereof, and the other related financial statements (including the related notes) included therein fairly in the Company SEC Reports present fairly, in all material respects, the results of operations and the changes in financial position of the Company and the its Subsidiaries for the respective periods or as of the respective dates set forth therein (subject, where appropriate, to normal year-end adjustments)therein, all in conformity with generally accepted accounting principles GAAP consistently applied during the periods involved, except as otherwise noted thereintherein and subject, in the case of the unaudited interim financial statements, to normal year-end adjustments. All of the Company SEC Reports, as of their respective dates, complied as to form in all material respects with the requirements of the Exchange Act, the Securities Act and the applicable rules and regulations thereunder.

Reports and Financial Statements. (a) The Company has filed all reports forms, reports, statements, certifications and other documents (including all exhibits, amendments and supplements thereto) required to be filed by it with the SEC pursuant since January 1, 2004 (all such forms, reports, statements, certificates and other documents filed with or furnished to the Exchange Act SEC since March 26January 1, 1996 (such reports2004, together with all registration statementsany amendments thereto, prospectuses and information statements filed but excluding the preliminary proxy statement relating to the transactions contemplated by the Company since March 26Original Merger Agreement, 1996collectively, being hereinafter collectively referred to as the "Company SEC Reports"), each of which, including any financial statements or schedules included therein, as finally amended prior to the Original Date, has complied as to form in all material respects with the applicable requirements of the Securities Act and has previously furnished Parent Exchange Act as of the date filed with true and complete copies of all such Company SEC Reportsthe SEC. None of such the Company's Subsidiaries is required to file periodic reports with the SEC. None of the Company SEC ReportsReports contained, when filed with the SEC and, if amended prior to the Original Date, as of their respective datesthe date of such amendment, contained any untrue statement of a material fact or omitted to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of their respective datesthe Original Date and the date hereof, all such there were no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the Company SEC Reports complied as to form in all material respects with Reports. To the applicable requirements Knowledge of the Securities Act. Each Company, none of the balance sheets (including the related notes) included in the Company SEC Reports fairly presents is the consolidated financial position subject of the Company and the Subsidiaries as of the respective dates thereofongoing SEC review, and the other related statements (including the related notes) included therein fairly present the results of operations and the changes in financial position of the Company and the Subsidiaries for the respective periods outstanding SEC comment or as of the respective dates set forth therein (subject, where appropriate, to normal year-end adjustments), all in conformity with generally accepted accounting principles consistently applied during the periods involved, except as otherwise noted thereinoutstanding SEC investigation.

Reports and Financial Statements. The Company Envision has filed all reports required registration statements, prospectuses, reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the U.S. Securities and Exchange Act since March 26, 1996 Commission (such reports, together with all registration statements, prospectuses and information statements filed by the Company since March 26, 1996, being hereinafter collectively referred to as the "Company SEC") since June 4, 1999, including Envision's Annual Report on Form 10-K for the fiscal year ended January 31, 2000 (collectively, including all exhibits thereto, the "ENVISION SEC ReportsREPORTS"). No Subsidiary of Envision is required to file any form, and has previously furnished Parent report, registration statement, prospectus or other document with true and complete copies of all such Company SEC Reportsthe SEC. None of such Company the Envision SEC Reports, as of their respective datesdates (and, if amended or superseded by a filing prior to the date of this Agreement or the Closing Date, then on the date of such filing), contained or will contain any untrue statement of a material fact or omitted or will 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. As Except as set forth in Section 3.1(d) of the Envision Disclosure Schedule, all of such Envision SEC Reports, as of their respective datesdates (and as of the date of any amendment to the respective Envision SEC Report), all such Company SEC Reports complied as to form in all material respects with the applicable requirements of the Securities Act. Each Act of 1933, as amended (the balance sheets (including the related notes"SECURITIES ACT") included in the Company SEC Reports fairly presents the consolidated financial position of the Company and the Subsidiaries Securities Exchange Act of 1934, as of amended (the respective dates thereof, "EXCHANGE ACT") and the other related statements (including the related notes) included therein fairly present the results of operations rules and the changes in financial position of the Company and the Subsidiaries for the respective periods or as of the respective dates set forth therein (subject, where appropriate, to normal year-end adjustments), all in conformity with generally accepted accounting principles consistently applied during the periods involved, except as otherwise noted thereinregulations promulgated thereunder.

Reports and Financial Statements. The Company Since March 31, 1995, Parent has filed all reports (collectively, the "SEC REPORTS") required to be filed with the SEC Securities and Exchange Commission ("SEC") pursuant to the Securities Act and the Exchange Act since March 26, 1996 (such reports, together with all registration statements, prospectuses and information statements filed by the Company since March 26, 1996, being hereinafter collectively referred to as the "Company SEC Reports"), and has previously furnished Parent with true and complete copies of all such Company SEC ReportsAct. None of such Company The SEC Reports, as of their respective dates, complied in all material respects with the applicable requirements of the Securities Act of 1933 and the Exchange Act of 1934, as the case may be, and none of such SEC Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. As The financial statements of their respective dates, all such Company SEC Reports complied as to form in all material respects with the applicable requirements of the Securities Act. Each of the balance sheets (including the related notes) Parent included in the Company SEC Reports fairly presents the consolidated financial position of the Company and the Subsidiaries as of the respective dates thereof, and the other related statements (including the related notes) included therein fairly present the results of operations and the changes have been prepared in financial position of the Company and the Subsidiaries for the respective periods or as of the respective dates set forth therein (subject, where appropriate, to normal year-end adjustments), all in conformity accordance with generally accepted accounting principles consistently applied during throughout the periods involved, indicated (except as otherwise noted therein or, in the case of unaudited statements, as permitted by applicable law) and fairly present (subject, in the case of unaudited statements, to normal, recurring year-end adjustments and any other adjustments described therein) in all material respects the consolidated financial position of Parent and its consolidated subsidiaries as at the dates thereof and the consolidated results of operations and cash flows of Parent and its consolidated subsidiaries for the periods then ended. Since the date of Parent's last report on Form 10-Q, there has not been any fact, event, circumstance or change affecting or relating to the Parent or any of its subsidiaries which has had or is reasonably likely to have a Parent Material Adverse Effect.

Reports and Financial Statements. (a) The Company has filed all reports reports, schedules and forms required to be filed by it with the SEC pursuant to Securities and Exchange Commission (the Exchange Act “SEC”) since March 2631, 1996 2007 (such reportscollectively, together with including all registration statementsexhibits thereto, prospectuses and information statements filed by the Company since March 26, 1996, being hereinafter collectively referred to as the "“Company SEC Reports"”), and has previously furnished Parent with true and complete copies of all such Company SEC Reports. None of such Company SEC Reports, as of their respective datesfiling dates (and, if amended or superseded by a filing prior to the Closing Date, then on the date of such filing), contained or will contain any untrue statement of a material fact or omitted or will 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. As of their respective dates, all such Company SEC Reports complied as to form in all material respects with the applicable requirements of the Securities Act. Each of the balance sheets financial statements of the Company (including the related notes) included in the Company SEC Reports fairly presents fairly, in all material respects, the consolidated financial position and consolidated results of operations and cash flows of the Company and the Subsidiaries as of the respective dates thereof, and the other related statements (including the related notes) included therein fairly present the results of operations and the changes in financial position of the Company and the Subsidiaries or for the respective periods or as of the respective dates set forth therein (subject, where appropriate, to normal year-end adjustments)therein, all in conformity with generally accepted accounting principles consistently applied during the periods involvedGAAP, except as otherwise noted therein, and subject, in the case of the unaudited interim financial statements, to the absence of footnotes and to normal year-end adjustments that have not been and are not expected to be material in amount. All of such Company SEC Reports, as of their respective filing dates (and as of the filing date of any amendment to the respective Company SEC Report), complied as to form and substance in all material respects with the then-applicable requirements of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”) and the Exchange Act.

Reports and Financial Statements. The (a) Since January 1, 2005, or the date of organization or acquisition if later, each of the Company and its Subsidiaries has filed all reports and statements, together with any amendments required to be filed made with respect thereto, that it was required to file with (i) the SEC pursuant to the Exchange Act since March 26SEC, 1996 (such reportsincluding, together with all registration but not limited to, Forms 10-K, Forms 10-Q, Forms 8-K, and proxy statements, prospectuses and information statements filed by the Company since March 26, 1996, being hereinafter collectively referred to as the "Company SEC Reports")(ii) other Regulatory Authorities, and has previously furnished Parent with true and complete copies of all such Company SEC Reports(iii) any applicable state securities or banking authorities. None of such Company SEC Reports, as As of their respective dates, contained each of such reports and documents, including the Company Financial Statements, exhibits, and schedules thereto, complied in all material respects with all applicable Laws, including without limitation Securities Laws. As of its respective date, each such report and document did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. As The Company Financial Statements included in such reports (as of their respective datesthe dates thereof and for the periods covered thereby) (A) are or if dated after the date of this Agreement, all such Company SEC Reports complied as to form will be, in all material respects accordance with the applicable requirements books and records of the Securities Act. Each of Company, which are or will be, as the balance sheets case may be, complete and correct and which have been or will have been, as the case may be, maintained in accordance with applicable legal and accounting principles and reflect only actual transactions and (including the related notesB) included in the Company SEC Reports present, or will present, fairly presents the consolidated financial position of the Company and the Subsidiaries as of the respective dates thereofindicated and the consolidated results of operations, changes in stockholders’ equity, and the other related statements (including the related notes) included therein fairly present the results of operations and the changes in financial position cash flows of the Company and the Subsidiaries for the respective periods indicated, in accordance with GAAP (subject to exceptions as to consistency specified therein or as may be indicated in the notes thereto or, in the case of the respective dates set forth therein (subject, where appropriateinterim financial statements, to normal year-end adjustmentsadjustments that are not material), all in conformity with generally accepted accounting principles consistently applied during the periods involved, except as otherwise noted therein.

Reports and Financial Statements. (a) The Company has filed all reports required to be furnished the Investors with true and complete copies of the Company's (i) Annual Reports on Form 10-KSB for the fiscal years ended December 31, 2001, as amended, December 31, 2002, as amended, and December 31, 2003, as filed with the SEC pursuant SEC, (ii) Quarterly Reports on Form 10-QSB for the quarter ended April 4, 2004, as filed with the SEC, (iii) proxy statements related to the Exchange Act all meetings of its stockholders (whether annual or special) held since March 26January 1, 1996 2002, and (such reports, together iv) all other reports filed with all or registration statements, prospectuses and information statements filed declared effective by the SEC since January 1, 2002, except registration statements on Form S-8 relating to employee benefit plans, which are all the documents (other than preliminary material) that the Company was required to file with the SEC since March 26, 1996, that date (clauses (i) through (iv) being hereinafter collectively referred to herein collectively as the "Company SEC Reports"). The Company has timely made all filings required under the Exchange Act during the 12 months preceding the date of this Agreement. As of their respective dates, the Company SEC Reports were duly filed and complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and has previously furnished Parent with true the rules and complete copies regulations of all such Company the SEC Reports. None of thereunder applicable to such Company SEC Reports, as including, but not limited to, the Xxxxxxxx-Xxxxx Act. As of their respective dates, contained the Company SEC Reports did not contain any untrue statement of a material fact or omitted 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. As of their respective dates, all such Company SEC Reports complied as to form in all material respects with the applicable requirements of the Securities Act. Each of the balance sheets (including the related notes) included in the Company SEC Reports fairly presents the consolidated financial position of the Company and the Subsidiaries as of the respective dates thereof, and the other related statements (including the related notes) included therein fairly present the results of operations and the changes in financial position of the Company and the Subsidiaries for the respective periods or as of the respective dates set forth therein (subject, where appropriate, to normal year-end adjustments), all in conformity with generally accepted accounting principles consistently applied during the periods involved, except as otherwise noted therein.

Reports and Financial Statements. The Company has filed previously made available to the Purchasers complete and accurate copies, as amended or supplemented, of all reports required to be filed with the SEC pursuant to the Exchange Act since March 26, 1996 (such reports, together with all registration statements, prospectuses and information statements filed by the Company under Section 13 of the Exchange Act with the SEC since March 26January 1, 1996, being hereinafter 1995 (such reports are collectively referred to herein as the "Company SEC Reports"). The Company has timely filed all reports required to be filed under the Securities Act and the Exchange Act since June 30, and has previously furnished Parent with true and complete copies of all such Company SEC Reports1999. None of such Company SEC Reports, as As of their respective dates, contained the Company SEC Reports did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or as necessary to make the statements therein, in light of the circumstances under in which they were made, not misleading. As The audited consolidated financial statements and unaudited interim consolidated financial statements of their respective dates, all such the Company included in the Company SEC Reports complied (i) comply as to form in all material respects with applicable accounting requirements and the applicable requirements published rules and regulations of the Securities Act. Each of SEC with respect thereto, (ii) have been prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the balance sheets periods covered thereby (including the related notes) included except as may be indicated therein or in the Company SEC Reports notes thereto, and in the case of quarterly financial statements, as permitted by Form 10-Q under the Exchange Act), (iii) fairly presents represent the consolidated financial position condition, results of operations and cash flows of the Company and the Subsidiaries as of the respective dates thereof, and for the other related statements periods referred to therein and (including iv) are consistent with the related notes) included therein fairly present the results of operations books and the changes in financial position records of the Company and the Subsidiaries for the respective periods or as of the respective dates set forth therein (subject, where appropriate, to normal year-end adjustments), all in conformity with generally accepted accounting principles consistently applied during the periods involved, except as otherwise noted thereinSubsidiaries.

Reports and Financial Statements. The Company has filed all reports reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to since January 1, 2000 (collectively, including all exhibits thereto, the Exchange Act since March 26, 1996 (such reports, together with all registration statements, prospectuses and information statements filed by the Company since March 26, 1996, being hereinafter collectively referred to as the "“Company SEC Reports"”). No Subsidiary of the Company is required to file any form, and has previously furnished Parent report or other document with true and complete copies of all such Company SEC Reportsthe SEC. None of such the Company SEC Reports, Reports filed as of their respective datesdates (or, if amended or superseded by a subsequent filing, then as of the date of such filing), as so amended or superseded, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. As of their respective dates, all such Company SEC Reports complied misleading or failed to comply as to form in all material respects with the applicable requirements of the Securities ActAct of 1933, as amended, the Exchange Act and, in each case, the rules and regulations promulgated thereunder. Each of the balance sheets consolidated financial statements (including the related notes) included in the Company SEC Reports fairly presents fairly, in all material respects, the consolidated financial position and consolidated results of operations and cash flows of the Company and the its Subsidiaries as of the respective dates thereof, and the other related statements (including the related notes) included therein fairly present the results of operations and the changes in financial position of the Company and the Subsidiaries or for the respective periods or as of the respective dates set forth therein (subject, where appropriate, to normal year-end adjustments)therein, all in conformity with United States generally accepted accounting principles (“U.S. GAAP”) consistently applied during the periods involved, involved except as otherwise noted therein, and subject, in the case of the unaudited interim financial statements, to normal and recurring year-end adjustments.