Common use of SEC Documents and Other Reports Clause in Contracts

SEC Documents and Other Reports. Parent has filed all required documents with the SEC since February 22, 1997 (the "Parent SEC Reports"). As of their respective dates, the Parent SEC Reports complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and, at the respective times they were filed, none of Parent 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. The consolidated financial statements (including, in each case, any notes thereto) of Parent included in the Parent SEC Reports complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP (except, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly present in accordance with GAAP the consolidated financial position of Parent and its consolidated Subsidiaries as at the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein). Except as disclosed in the Parent SEC Reports or as required by GAAP, Parent has not, since February 27, 1999, made any change in the accounting practices or policies applied in the preparation of financial statements. The books and records of Parent and its Subsidiaries have been, and are being, maintained in accordance with GAAP and other applicable legal and accounting requirements.

SEC Documents and Other Reports. Parent has and its affiliates have filed all required documents with the SEC since February 22January 1, 1997 1995 (the "Parent SEC ReportsDocuments"). As of their respective dates, the Parent SEC Reports Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and, at the respective times they were filed, none of the Parent SEC Reports Documents 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. The consolidated financial statements (including, in each case, any notes thereto) of Parent included in the Parent SEC Reports Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP generally accepted accounting principles ("GAAP") (except, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly present presented in accordance with GAAP all material respects the consolidated financial position of Parent and its consolidated Subsidiaries as at the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to any other adjustments described therein and normal year-end audit adjustments and to any other adjustments described thereinadjustments). Except as disclosed in the Parent SEC Reports Documents or as required by GAAP, Parent has not, since February 271, 19991997, made any change in the accounting practices or policies applied in the preparation of financial statements. The books and records of Parent and its Subsidiaries have been, and are being, maintained in accordance with GAAP and other applicable legal and accounting requirements.

SEC Documents and Other Reports. Parent has filed all required documents with the SEC all documents required to be filed by it since February 22April 1, 1997 1998 under the Securities Act or the Exchange Act (the "Parent SEC ReportsDocuments"). As of their respective filing dates, the Parent SEC Reports Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, andeach as in effect on the date so filed, and at the respective times they were filed, time filed with the SEC none of the Parent SEC Reports Documents 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. The consolidated financial statements (including, in each case, any notes thereto) of Parent included in the Parent SEC Reports complied Documents comply as to form of their respective dates in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with GAAP (except, except in the case of the unaudited statements, as permitted by Form 10-Q of under the SECExchange Act) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly present in accordance with GAAP the consolidated financial position of Parent and its consolidated Subsidiaries as at the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein). Except as disclosed in the Parent SEC Reports or as required by GAAP, Parent has not, since February 27, 1999, made any change in the accounting practices or policies applied in the preparation of financial statements. The books and records of Parent and its Subsidiaries have been, and are being, maintained in accordance with GAAP and other applicable legal and accounting requirements.

SEC Documents and Other Reports. Parent has filed all required documents with the SEC since February 22January 1, 1997 1996 (the "Parent SEC ReportsDocuments"). As of their respective dates, the Parent SEC Reports Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and, at the respective times they were filed, none of the Parent SEC Reports Documents 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. The consolidated financial statements (including, in each case, any notes thereto) of Parent included in the Parent SEC Reports Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP generally accepted accounting principles (except, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly present presented in accordance with GAAP all material respects the consolidated financial position of Parent and its consolidated Subsidiaries as at the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein). Except as disclosed in the Parent SEC Reports Documents or as required by GAAPgenerally accepted accounting principles, Parent has not, since February 27December 31, 19991997, made any change in the accounting practices or policies applied in the preparation of financial statements. The books and records of Parent and its Subsidiaries have been, and are being, maintained in accordance with GAAP and other applicable legal and accounting requirements.

SEC Documents and Other Reports. Parent The Company has timely filed all required documents with the SEC all documents required to be filed by it since February 22December 31, 1997 2000 under the Securities Act or the Exchange Act (the "Parent Company SEC ReportsDocuments"). As of their respective filing dates, the Parent Company SEC Reports Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, andeach as in effect on the date so filed, and at the respective times they were filed, time filed with the SEC none of Parent the Company SEC Reports Documents 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. The consolidated financial statements (including, in each case, any notes thereto) of Parent the Company included in the Parent Company SEC Reports Documents complied as to form of their respective dates in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP generally accepted accounting principles (except, except in the case of the unaudited statements, as permitted by Form 10-Q of under the SECExchange Act) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly present in accordance with GAAP all material respects the consolidated financial position of Parent the Company and its consolidated Subsidiaries as at the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein). Except as disclosed in the Parent SEC Reports or as required by GAAP, Parent has not, since February 27, 1999, made any change in the accounting practices or policies applied in the preparation of financial statements. The books and records of Parent and its Subsidiaries have been, and are being, maintained in accordance with GAAP and other applicable legal and accounting requirements.

SEC Documents and Other Reports. Parent has filed all required documents with the SEC since February 22between May 1, 1997 2002 and the date hereof (the "“Parent SEC Reports"Documents”). As of their respective datesdates or, if amended, as of the date of the last amendment, the Parent SEC Reports Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and, at the respective times they were filed, none of the Parent SEC Reports Documents 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. The consolidated financial statements (including, in each case, any notes thereto) of Parent included in the Parent SEC Reports Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP United States generally accepted accounting principles (“GAAP”) (except, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly present presented in accordance with GAAP all material respects the consolidated financial position of Parent and its consolidated Subsidiaries as subsidiaries at the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein). Except as disclosed in the Parent SEC Reports or as required by GAAP, Parent has not, since February 27, 1999, made any change in the accounting practices or policies applied in the preparation of financial statements. The books and records of Parent and its Subsidiaries have been, and are being, maintained in accordance with GAAP and other applicable legal and accounting requirements.

SEC Documents and Other Reports. Parent The Acquiror is in compliance with all applicable state and federal securities laws. Without limiting the foregoing, the Acquiror timely has filed all periodic reports and other filings required documents to be filed by it with the SEC since February 22, 1997 (the "Parent Acquiror SEC ReportsDocuments"). As of their respective dates, the Parent Acquiror SEC Reports Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and, at the respective times they were filed, and none of Parent the Acquiror SEC Reports 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. The consolidated financial statements (including, in each case, any notes thereto) of Parent the Acquiror included in the Parent Acquiror SEC Reports Documents complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC Commission with respect thereto, were prepared in accordance with GAAP generally accepted accounting principles (except, in the case of the unaudited statements, as permitted by Form 10-Q the regulations of the SECCommission) consistently applied on a consistent basis during throughout the periods involved (except as may be indicated therein or in the notes thereto) and fairly present in accordance with GAAP all material respects the consolidated financial position of Parent and its consolidated Subsidiaries as at the respective dates thereof and the consolidated position, results of their operations and their consolidated cash flows of the Acquiror as of the dates or for the periods then ended (indicated therein, subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein). Except as disclosed in the Parent SEC Reports or as required by GAAP, Parent has not, since February 27, 1999, made any change in the accounting practices or policies applied in the preparation absence of financial statements. The books and records of Parent and its Subsidiaries have been, and are being, maintained in accordance with GAAP and other applicable legal and accounting requirementsfootnote disclosure.

SEC Documents and Other Reports. Parent Buyer has filed all required documents with the SEC since February 22, 1997 Securities and Exchange Commission (the "Parent “SEC”) between January 1, 2004 and the date hereof (the “Buyer SEC Reports"Documents”). As of their respective datesdates or, if amended, as of the date of the last amendment, the Parent Buyer SEC Reports Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and, at the respective times they were filed, none of Parent the Buyer SEC Reports Documents 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. The consolidated financial statements (including, in each case, any notes thereto) of Parent Buyer included in the Parent Buyer SEC Reports Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP generally accepted accounting principles (“GAAP”) (except, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly present presented in accordance with GAAP all material respects the consolidated financial position of Parent Buyer and its consolidated Subsidiaries as at the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein). Except as disclosed in the Parent SEC Reports or as required by GAAP, Parent has not, since February 27, 1999, made any change in the accounting practices or policies applied in the preparation of financial statements. The books and records of Parent and its Subsidiaries have been, and are being, maintained in accordance with GAAP and other applicable legal and accounting requirements.

SEC Documents and Other Reports. Parent has timely filed all required documents with the SEC since February 22January 1, 1997 (the "Parent SEC ReportsDocuments"). As of their respective dates, the Parent SEC Reports Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and, at the respective times they were filed, none of the Parent SEC Reports Documents 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. The consolidated financial statements (including, in each case, any notes thereto) of Parent included in the Parent SEC Reports Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP generally accepted accounting principles (except, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly present presented in accordance with GAAP all material respects the consolidated financial position of Parent and its consolidated Subsidiaries as at the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein). Except as disclosed in the Parent SEC Reports Documents or as required by GAAPgenerally accepted accounting principles, Parent has not, since February 27January 2, 19991998, made any change in the accounting practices or policies applied in the preparation of financial statements. The books and records of Parent and its Subsidiaries have been, and are being, maintained in accordance with GAAP and other applicable legal and accounting requirements.

SEC Documents and Other Reports. Parent has filed all required documents with the ------------------------------- SEC all documents required to be filed by it since February 22April 1, 1997 1998 under the Securities Act or the Exchange Act (the "Parent SEC ReportsDocuments"). As of their -------------------- respective filing dates, the Parent SEC Reports Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, andeach as in effect on the date so filed, and at the respective times they were filed, time filed with the SEC none of the Parent SEC Reports Documents 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. The consolidated financial statements (including, in each case, any notes thereto) of Parent included in the Parent SEC Reports complied Documents comply as to form of their respective dates in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with GAAP (except, except in the case of the unaudited statements, as permitted by Form 10-Q of under the SECExchange Act) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly present in accordance with GAAP the consolidated financial position of Parent and its consolidated Subsidiaries as at the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein). Except as disclosed in the Parent SEC Reports or as required by GAAP, Parent has not, since February 27, 1999, made any change in the accounting practices or policies applied in the preparation of financial statements. The books and records of Parent and its Subsidiaries have been, and are being, maintained in accordance with GAAP and other applicable legal and accounting requirements.

SEC Documents and Other Reports. Parent The Company has timely filed as of the date hereof all documents required documents to be filed with the SEC since February 22January 1, 1997 2001 (the "Parent COMPANY SEC ReportsDOCUMENTS"). As of their respective dates, the Parent Company SEC Reports Documents complied in all material respects with the requirements of the Securities Act or the Securities Exchange ActAct of 1934, as amended (the "EXCHANGE ACT"), as the case may be, and, at the respective times they were filed, none of Parent the Company SEC Reports Documents 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. The consolidated financial statements (including, in each case, any notes thereto) of Parent Company included in the Parent Company SEC Reports Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP United States generally accepted accounting principles ("GAAP") (except, in the case of the unaudited statements, as permitted by Form 10-Q QSB of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly present presented in accordance with GAAP all material respects the consolidated financial position of Parent Company and its consolidated Subsidiaries subsidiaries as at the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein). Except as disclosed in the Parent Company SEC Reports Documents or as required by GAAP, Parent Company has not, since February 27December 31, 19992001, made any material change in the accounting practices or policies applied in the preparation of financial statements. The books and records of Parent and its Subsidiaries have been, and are being, maintained in accordance with GAAP and other applicable legal and accounting requirements.

SEC Documents and Other Reports. Parent The Company has filed all required documents (including proxy statements) with the SEC since February 22May 1, 1997 1996 (the "Parent COMPANY SEC ReportsDOCUMENTS"). As of their respective dates, the Parent Company SEC Reports Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "SECURITIES ACT"), or the Exchange Act, as the case may be, and, at the respective times they were each was filed, none of Parent the Company SEC Reports Documents 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. The consolidated financial statements (including, in each case, any notes thereto) of Parent the Company included in the Parent Company SEC Reports Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP United States generally accepted accounting principles (except, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly present presented in accordance with GAAP all material respects the consolidated financial position of Parent and its consolidated Subsidiaries the Company as at the respective dates thereof and the consolidated results of their operations and their consolidated cash flows of the Company for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein). Except as disclosed in the Parent Company SEC Reports Documents or as required by GAAPgenerally accepted accounting principles, Parent the Company has not, since February 27May 1, 19991996, made any change in the accounting practices or policies applied in the preparation of financial statements. The books and records of Parent and its Subsidiaries have been, and are being, maintained in accordance with GAAP and other applicable legal and accounting requirements.

SEC Documents and Other Reports. Parent has filed all required documents with the SEC since February 22January 1, 1997 1995 (the "Parent SEC ReportsDocuments"). As of their respective dates, the Parent SEC Reports Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and, at the respective times they were filed, none of the Parent SEC Reports Documents 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. The consolidated financial statements (including, in each case, any notes thereto) of Parent included in the Parent SEC Reports Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP generally accepted accounting principles (except, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly present presented in accordance with GAAP all material respects the consolidated financial position of Parent and its consolidated Subsidiaries as at the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein). Except as set forth in Section 2.5 of the Parent Letter, as disclosed in the Parent SEC Reports Documents or as required by GAAPgenerally accepted accounting principles, Parent has not, since February 27December 31, 19991997, made any change in the accounting practices or policies applied in the preparation of financial statements. The books and records of Parent and its Subsidiaries have been, and are being, maintained in accordance with GAAP and other applicable legal and accounting requirements.

SEC Documents and Other Reports. Parent has timely filed all required documents with the SEC all documents required to be filed by it since February 22December 31, 1997 2005 under the Securities Act or the Exchange Act (the "“Parent SEC Reports"Documents”). As of their respective filing dates, the Parent SEC Reports Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, andeach as in effect on the date so filed, and at the respective times they were filed, time filed with the SEC none of the Parent SEC Reports Documents 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. The consolidated financial statements (including, in each case, any notes thereto) of Parent included in the Parent SEC Reports Documents complied as to form of their respective dates in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP (except, except in the case of the unaudited statements, as permitted by Form 10-Q of under the SECExchange Act) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly present in accordance with GAAP all material respects the consolidated financial position of Parent and its consolidated Subsidiaries subsidiaries as at the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein). Except as disclosed in the Parent SEC Reports or as required by GAAP, Parent has not, since February 27, 1999, made any change in the accounting practices or policies applied in the preparation of financial statements. The books and records of Parent and its Subsidiaries have been, and are being, maintained in accordance with GAAP and other applicable legal and accounting requirements.

SEC Documents and Other Reports. Parent has filed all required documents with the SEC since February 22January 1, 1997 1993 (the "Parent SEC ReportsDocuments"). As of their respective dates, the Parent SEC Reports Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and, at the respective times they were filed, none of the Parent SEC Reports Documents 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. The consolidated financial statements (including, in each case, any notes thereto) of Parent included in the Parent SEC Reports Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP generally accepted accounting principles (except, in the case of the unaudited statements, as permitted by Form 10-10- Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly present presented in accordance with GAAP all material respects the consolidated financial position of Parent and its consolidated Subsidiaries as at the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to any other adjustments described therein and normal year-end audit adjustments and to any other adjustments described thereinadjustments). Except as disclosed in the Parent SEC Reports Documents or as required by GAAPgenerally accepted accounting principles, Parent has not, since February 27January 28, 19991995, made any change in the accounting practices or policies applied in the preparation of financial statements. The books and records of Parent and its Subsidiaries have been, and are being, maintained in accordance with GAAP and other applicable legal and accounting requirements.

SEC Documents and Other Reports. Parent has filed all required documents with the SEC since February 22between May 1, 1997 2002 and the date hereof (the "Parent SEC ReportsDocuments"). As of their respective datesdates or, if amended, as of the date of the last amendment, the Parent SEC Reports Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and, at the respective times they were filed, none of the Parent SEC Reports Documents 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. The consolidated financial statements (including, in each case, any notes thereto) of Parent included in the Parent SEC Reports Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP United States generally accepted accounting principles ("GAAP") (except, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly present presented in accordance with GAAP all material respects the consolidated financial position of Parent and its consolidated Subsidiaries as subsidiaries at the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein). Except as disclosed in the Parent SEC Reports or as required by GAAP, Parent has not, since February 27, 1999, made any change in the accounting practices or policies applied in the preparation of financial statements. The books and records of Parent and its Subsidiaries have been, and are being, maintained in accordance with GAAP and other applicable legal and accounting requirements.

SEC Documents and Other Reports. Parent has filed all required documents with the SEC since February 22April 8, 1997 2021 (the "“Parent SEC Reports"Documents”). As of their respective dates, the Parent SEC Reports Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as amended, as the case may be, and, at the respective times they were filed, none of the Parent SEC Reports Documents 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. The consolidated financial statements Financial Statements (including, in each case, any notes thereto) of Parent included in the Parent SEC Reports Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP IFRS (except, in the case of the unaudited statements, as permitted by Form 10-10 Q of or the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly present in accordance with GAAP IFRS the consolidated financial position of Parent and its consolidated Subsidiaries subsidiaries as at the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described thereintherein and normal year end audit adjustments). Except as disclosed in the Parent SEC Reports or as required by GAAP, Parent has not, since February 27, 1999, made any change in the accounting practices or policies applied in the preparation of financial statements. The books and records of Parent and its Subsidiaries have been, and are being, maintained in accordance with GAAP and other applicable legal and accounting requirements.

SEC Documents and Other Reports. Parent has timely filed all required documents with the SEC since February 22January 1, 1997 (the "Parent SEC ReportsDocuments"). As of their respective dates, the Parent SEC Reports Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and, at the respective times they were filed, none of the Parent SEC Reports Documents 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, 24 not misleading. The consolidated financial statements (including, in each case, any notes thereto) of Parent included in the Parent SEC Reports Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP generally accepted accounting principles (except, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly present presented in accordance with GAAP all material respects the consolidated financial position of Parent and its consolidated Subsidiaries as at the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein). Except as disclosed in the Parent SEC Reports Documents or as required by GAAPgenerally accepted accounting principles, Parent has not, since February 27January 2, 19991998, made any change in the accounting practices or policies applied in the preparation of financial statements. The books and records of Parent and its Subsidiaries have been, and are being, maintained in accordance with GAAP and other applicable legal and accounting requirements.

SEC Documents and Other Reports. Parent has filed all required documents with the SEC since February 22January 1, 1997 1995 (the "Parent PARENT SEC ReportsDOCUMENTS"). As of their respective dates, the Parent SEC Reports Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and, at the respective times they were filed, none of the Parent SEC Reports Documents 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. The consolidated financial statements (including, in each case, any notes thereto) of Parent included in the Parent SEC Reports Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP United States generally accepted accounting principles (except, in the case of the unaudited statements, as permitted by Form 10-Q 10Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly present presented in accordance with GAAP all material respects the consolidated financial position of Parent and its consolidated Subsidiaries as at the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end yearend audit adjustments and to any other adjustments described therein). Except as disclosed in the Parent SEC Reports Documents or as required by GAAPgenerally accepted accounting principles, Parent has not, since February 27March 31, 19992000, made any change in the accounting practices or policies applied in the preparation of financial statements. The books and records of Parent and its Subsidiaries have been, and are being, maintained in accordance with GAAP and other applicable legal and accounting requirements.

SEC Documents and Other Reports. Parent has timely filed all required documents with the SEC all documents required to be filed by it since February 22January 1, 1997 2006 under the Securities Act or the Exchange Act (the "Parent SEC ReportsDocuments"). As of their respective filing dates, the Parent SEC Reports Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, andeach as in effect on the date so filed, and at the respective times they were filed, time filed with the SEC none of the Parent SEC Reports Documents 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. The consolidated financial statements (including, in each case, any notes thereto) of Parent included in the Parent SEC Reports Documents complied as to form of their respective dates in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP (except, except in the case of the unaudited statements, as permitted by Form 10-Q of under the SECExchange Act) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly present in accordance with GAAP all material respects the condensed consolidated financial position of Parent and its consolidated Subsidiaries as at the respective dates thereof and the condensed consolidated results of their operations and their condensed consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein). Except as disclosed , all of which are of a recurring nature and non of which individually or in the aggregate would have a material adverse effect on Parent SEC Reports or as required by GAAP, Parent has not, since February 27, 1999, made any change in the accounting practices or policies applied in the preparation and of financial statements. The books and records of Parent and its Subsidiaries have been, and are being, maintained in accordance with GAAP and other applicable legal and accounting requirementsSubsidiaries.).

SEC Documents and Other Reports. Parent has filed all required documents with the SEC since February 22January 1, 1997 1994 (the "Parent SEC ReportsDocuments"). As of their respective dates, the Parent SEC Reports Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and, at the respective times they were filed, none of the Parent SEC Reports Documents 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. The consolidated financial statements (including, in each case, any notes thereto) of Parent included in the Parent SEC Reports Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP generally accepted accounting principles (except, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly present presented in accordance with GAAP all material respects the consolidated financial position of Parent and its consolidated Subsidiaries as at the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to any other adjustments described therein and normal year-end audit adjustments and to any other adjustments described thereinadjustments). Except as disclosed in the Parent SEC Reports Documents or as required by GAAPgenerally accepted accounting principles, Parent has not, since February 273, 19991996, made any change in the accounting practices or policies applied in the preparation of financial statements. The books and records of Parent and its Subsidiaries have been, and are being, maintained in accordance with GAAP and other applicable legal and accounting requirements.

SEC Documents and Other Reports. Parent TSC has filed all required documents with the SEC since February 22, 1997 Securities and Exchange Commission (the "Parent SEC") since January 1, 1998 (the "SEC ReportsDocuments"). As of their respective dates, the Parent SEC Reports Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as the case may be, and, at the respective times they were filed, none of Parent the SEC Reports Documents 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. The consolidated financial statements (including, in each case, any notes thereto) of Parent TSC included in the Parent SEC Reports Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP generally accepted accounting principles (except, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly present presented in accordance with GAAP all material respects the consolidated financial position of Parent TSC and its consolidated Subsidiaries subsidiaries as at the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein). Except as disclosed in the Parent SEC Reports or as required by GAAP, Parent has not, since February 27, 1999, made any change in the accounting practices or policies applied in the preparation of financial statements. The books and records of Parent and its Subsidiaries have been, and are being, maintained in accordance with GAAP and other applicable legal and accounting requirements.

SEC Documents and Other Reports. Parent has filed all required documents documents, reports and schedules with the SEC since February 22December 31, 1997 1996 (collectively, the "Parent SEC ReportsDocuments"). As of their respective dates, the Parent SEC Reports Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and, at the respective times they were filed, none of the Parent SEC Reports Documents 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. The Except as set forth in Schedule 2.5, the consolidated financial statements (including, in each case, any notes thereto) of Parent included in the Parent SEC Reports Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP generally accepted accounting principles (except, except as may be indicated therein or in the case of the unaudited statements, as permitted by Form 10-Q of the SECnotes thereto) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly present presented in accordance with GAAP all material respects the consolidated financial position of Parent and its consolidated Subsidiaries as at the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein). Except as disclosed set forth in the Parent SEC Reports or as required by GAAPSchedule 2.5, Parent has not, since February 27December 31, 19991997, made any change in the accounting practices or policies applied in the preparation of financial statements. The books and records of Parent and its Subsidiaries have been, and are being, maintained in accordance with GAAP and other applicable legal and accounting requirements.8

SEC Documents and Other Reports. Parent has filed all required documents with the SEC all documents required to be filed by it since February 22December 31, 1997 1998 under the Securities Act or the Exchange Act (the "Parent SEC ReportsDocuments"). As of their respective filing dates, the Parent SEC Reports Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, andeach as in effect on the date so filed, and at the respective times they were filed, time filed with the SEC none of the Parent SEC Reports Documents 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. The consolidated financial statements (including, in each case, any notes thereto) of Parent included in the Parent SEC Reports complied Documents comply as to form of their respective dates in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with GAAP generally accepted accounting principles (except, except in the case of the unaudited statements, as permitted by Form 10-Q of under the SECExchange Act) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly present in accordance with GAAP the consolidated financial position of Parent and its consolidated Subsidiaries as at the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein). Except as disclosed in the Parent SEC Reports or as required by GAAP, Parent has not, since February 27, 1999, made any change in the accounting practices or policies applied in the preparation of financial statements. The books and records of Parent and its Subsidiaries have beennot made any material misstatements of fact, and are beingor omitted to disclose any fact, maintained to any Government Entity or in accordance with GAAP and other applicable legal and accounting requirementsany report, document or certificate filed therewith, which misstatements or omissions, individually or in the aggregate, could reasonably be expected to subject any material licenses or authorizations to revocation or failure to renew, except to the extent that such revocation or failure to renew would not have a Material Adverse Effect on Parent or the transactions contemplated by this Agreement.

SEC Documents and Other Reports. Parent has filed as of ------------------------------- the date hereof all documents required documents to be filed with the SEC since February 22, 1997 pursuant to the Exchange Act for reporting periods up to and including the end of the third quarter of 1999 (the "Parent SEC ReportsDocuments"). As of their respective dates, the -------------------- Parent SEC Reports Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and, at the respective times they were filed, none of the Parent SEC Reports Documents 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. The consolidated financial statements (including, in each case, any notes thereto) of Parent included in the Parent SEC Reports Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP United States generally accepted accounting principles (except, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly present presented in accordance with GAAP all material respects the consolidated financial position of Parent and its consolidated Subsidiaries as at the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein). Except as disclosed in the Parent SEC Reports Documents or as required by GAAPgenerally accepted accounting principles, Parent has not, since February 27September 30, 1999, made any material change in the accounting practices or policies applied in the preparation of financial statements. The books and records of Parent and its Subsidiaries have been, and are being, maintained in accordance with GAAP and other applicable legal and accounting requirements.

SEC Documents and Other Reports. Parent has filed all required documents with the SEC since February 22January 1, 1997 1995 (the "Parent SEC ReportsDocuments"). As of their respective dates, the Parent SEC Reports Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and, at the respective times they were filed, none of the Parent SEC Reports Documents 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. The consolidated financial statements (including, in each case, any notes thereto) of Parent included in the Parent SEC Reports Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP United States generally accepted accounting principles (except, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly present presented in accordance with GAAP all material respects the consolidated financial position of Parent and its consolidated Subsidiaries as at the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein). Except as set forth in Section 2.5 of the Parent Letter, disclosed in the Parent SEC Reports Documents or as required by GAAPgenerally accepted accounting principles, Parent has not, since February 27December 31, 19991998, made any change in the accounting practices or policies applied in the preparation of financial statements. The books and records of Parent and its Subsidiaries have been, and are being, maintained in accordance with GAAP and other applicable legal and accounting requirements.

SEC Documents and Other Reports. Parent has filed all reports required documents to be filed by Parent with the SEC under the Exchange Act since February 22December 31, 1997 2021 (the "“Parent SEC Reports"Documents”). As of their respective dates, the Parent SEC Reports Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may beamended, and, at the respective times they were filed, none of the Parent SEC Reports Documents 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. Parent has not in the prior four years been an issuer described in Rule 144(i) under the Securities Act. The consolidated financial statements (including, in each case, any notes thereto) of Parent included in the Parent SEC Reports complied as to form Documents comply in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with GAAP (exceptGAAP, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein otherwise specified in such financial statements or in the notes thereto) thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in accordance with GAAP all material respects the consolidated financial position of Parent and its consolidated Subsidiaries subsidiaries as at of and for the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (ended, subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein). Except as disclosed in the Parent SEC Reports or as required by GAAP, Parent has not, since February 27, 1999, made any change in the accounting practices or policies applied in the preparation of financial statements. The books and records of Parent and its Subsidiaries have been, and are being, maintained in accordance with GAAP and other applicable legal and accounting requirementsadjustments.

SEC Documents and Other Reports. (a) Parent has timely filed all required documents with the SEC since February 22, 1997 all documents required to be filed by it under the Securities Act or the Exchange Act (the "“Parent SEC Reports"Documents”). As of their respective filing dates, or, if amended, as of the date of the last amendment prior to the date of this Agreement, the Parent SEC Reports Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and, at the respective times they were filed, none of the Parent SEC Reports Documents 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. The consolidated financial statements (including, in each case, any notes thereto) of Parent included in the Parent SEC Reports Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP generally accepted accounting principles (“GAAP”) (except, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly present presented in accordance with GAAP all material respects the consolidated financial position of Parent and its consolidated Subsidiaries subsidiaries as at the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein). Except as disclosed in the Parent SEC Reports Documents filed with the SEC prior to the date of this Agreement or as required by GAAP, Parent has not, since February 27, 1999, not made or adopted any material change in the its accounting methods, practices or policies applied in the preparation of financial statements. The books and records of Parent and its Subsidiaries have been, and are being, maintained in accordance with GAAP and other applicable legal and accounting requirementspolicies.

SEC Documents and Other Reports. The Parent has filed all required documents with the SEC since February 22August 6, 1997 1999 (the "Parent SEC Reports"). As of their respective filing dates, the Parent SEC Reports complied in all material respects with the requirements of the Securities Act of 1933, as amended, and the rules and regulations thereunder (the "Securities Act"), or the Exchange Act, as the case may be, andeach as in effect on the date so filed, and at the respective times they were filed, time filed with SEC none of Parent the 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. The consolidated financial statements (including, in each case, any notes thereto) of the Parent included in the Parent SEC Reports complied comply as of their respective dates as to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with GAAP generally accepted accounting principles (except, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly present in accordance with GAAP the consolidated financial position of the Parent and its consolidated Subsidiaries as at the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein). Except as disclosed in the Parent SEC Reports or as required by GAAP, Parent has not, since February 27, 1999, made any change in the accounting practices or policies applied in the preparation of financial statements. The books and records of Parent and its Subsidiaries have been, and are being, maintained in accordance with GAAP and other applicable legal and accounting requirements.

SEC Documents and Other Reports. Parent has timely filed all required documents with the SEC all documents required to be filed by it since February 22December 31, 1997 2000 under the Securities Act or the Exchange Act (the "Parent SEC ReportsDocuments"). As of their respective filing dates, the Parent SEC Reports Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, andeach as in effect on the date so filed, and at the respective times they were filed, time filed with the SEC none of the Parent SEC Reports Documents 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. The consolidated financial statements (including, in each case, any notes thereto) of Parent included in the Parent SEC Reports Documents complied as to form of their respective dates in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP generally accepted accounting principles (except, except in the case of the unaudited statements, as permitted by Form 10-Q of under the SECExchange Act) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly present in accordance with GAAP all material respects the consolidated financial position of Parent and its consolidated Subsidiaries as at the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein). Except as disclosed in the Parent SEC Reports or as required by GAAP, Parent has not, since February 27, 1999, made any change in the accounting practices or policies applied in the preparation of financial statements. The books and records of Parent and its Subsidiaries have been, and are being, maintained in accordance with GAAP and other applicable legal and accounting requirements.

SEC Documents and Other Reports. Parent has filed all required documents with the SEC since February 22January 1, 1997 1995 (the "Parent PARENT SEC ReportsDOCUMENTS"). As of their respective dates, the Parent SEC Reports Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and, at the respective times they were filed, none of the Parent SEC Reports Documents 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. The consolidated financial statements (including, in each case, any notes thereto) of Parent included in the Parent SEC Reports Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP United States generally accepted accounting principles (except, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly present presented in accordance with GAAP all material respects the consolidated financial position of Parent and its consolidated Subsidiaries as at the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein). Except as disclosed in the Parent SEC Reports Documents or as required by GAAPgenerally accepted accounting principles, Parent has not, since February 27March 31, 19992000, made any change in the accounting practices or policies applied in the preparation of financial statements. The books and records of Parent and its Subsidiaries have been, and are being, maintained in accordance with GAAP and other applicable legal and accounting requirements.