Common use of SEC Documents; Parent Financial Statements Clause in Contracts

SEC Documents; Parent Financial Statements. The Company has ------------------------------------------ furnished or made available to the Investors true and complete copies of all reports or registration statements filed by it with the U.S. Securities and Exchange Commission (the "SEC") under the Securities Act of 1933 (the "Securities Act") or the Securities Exchange Act of 1934 (the "Exchange Act") since January 1, 1999, all in the form so filed (all of the foregoing being collectively referred to as the "SEC Documents"), which are all the documents (other than preliminary materials) that the Company was required to file with the SEC since such date. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and none of the SEC 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 made therein, in light of the circumstances in which they were made, not misleading, except to the extent corrected by a document subsequently filed with the SEC. The financial statements of the Company, including the notes thereto, included in the SEC Documents (the "Financial Statements") comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles consistently applied (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) and present fairly the consolidated financial position of the Company at the dates thereof and the consolidated results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal recurring adjustments). There has been no change in the Company's accounting policies except as described in the notes to the Financial Statements.

SEC Documents; Parent Financial Statements. The Company Parent has ------------------------------------------ furnished or made available ------------------------------------------ to the Investors Company a true and complete copies copy of all reports or each annual, quarterly and other reports, registration statements (without exhibits) and definitive proxy statement filed by it Parent with the U.S. Securities and Exchange Commission (the "SEC") under since December 31, 1999 (such documents, along with any such other documents filed by Parent after the Securities Act of 1933 (date hereof and prior to the Closing date, are collectively the "Securities Act") or the Securities Exchange Act of 1934 (the "Exchange Act") since January 1, 1999, all in the form so filed (all of the foregoing being collectively referred to as the "Parent SEC Documents"), which are all the documents (other than preliminary materials) that the Company was required to file with the SEC since such date. As of their respective filing dates, the Parent SEC Documents complied or will comply in all material respects with the requirements of the Securities Act or and the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Documents, and none of the Parent SEC Documents contained or will contain on their filing dates 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 made therein, in light of the circumstances in under which they were made or will be made, not misleading, except to the extent corrected by a document subsequently filed with the SECParent SEC Document. The financial statements of the Company, including the notes thereto, Parent included in the Parent SEC Documents (the "Parent Financial Statements") complied or will comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been were or will be prepared in accordance with generally accepted accounting principles consistently GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto or, in the case of unaudited financial statements, as permitted by under Form 10-Q of under the SECExchange Act) and fairly presented or will present fairly the consolidated financial position of Parent and its consolidated subsidiaries as of the Company at the respective dates thereof and the consolidated results of its Parent's operations and cash flows for the periods then ended indicated (subjectsubject to, in the case of unaudited statements, to normal and recurring year-end audit adjustments). There has been no change in the Company's accounting policies except as described in the notes to the Financial Statements.

SEC Documents; Parent Financial Statements. The Company Parent has ------------------------------------------ furnished or ------------------------------------------ made available to the Investors Company a true and complete copies copy of all reports or registration statements filed by it with its Annual Report on Form 10-K for the U.S. Securities fiscal year ended December 31, 1998 and Exchange Commission its Report on Form 10- Q for the three-months ended March 31, 1999 (the "SEC") under the Securities Act of 1933 (the "Securities Act") or the Securities Exchange Act of 1934 (the "Exchange Act") since January 1, 1999, all in the form so filed (all of the foregoing being collectively referred to as the "SEC Documents"), which are all Parent filed under the documents Securities Exchange Act of 1934, as amended (other than preliminary materials) that the Company was required to file "Exchange Act"), with the SEC since such dateSEC. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the Securities Exchange Act or the Exchange Act, as the case may be, and none of the SEC Documents contained 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 in which they were made, not misleading. There has been no change in the Parent's operations resulting in a Material Adverse Effect of the Parent since March 31, except to the extent corrected by a document subsequently filed with the SEC1999. The financial statements of the CompanyParent, including the notes thereto, included in the SEC Documents (the "Parent Financial Statements") comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles GAAP consistently applied (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q applicable rules and regulations of the SEC) and fairly present fairly the consolidated financial position of the Company Parent at the dates thereof and the consolidated results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal normal, recurring audit adjustments). There has been no change in the Company's Parent accounting policies except as described in the notes to the Parent Financial Statements. Parent has no material obligations other than (i) those set forth in the Parent Financial Statements and (ii) those not required to be set forth in the Parent Financial Statements under generally accepted accounting principles.

SEC Documents; Parent Financial Statements. The Company has ------------------------------------------ furnished or made available to the Investors A true and complete copies copy of all reports or each annual, quarterly, current and other report, registration statements statement, and definitive proxy statement filed by it with the U.S. Securities and Exchange Commission (the "SEC") under the Securities Act of 1933 (the "Securities Act") or the Securities Exchange Act of 1934 (the "Exchange Act") since January 1, 1999, all in the form so filed (all of the foregoing being collectively referred to as the "SEC Documents"), which are all the documents (other than preliminary materials) that the Company was required to file Parent with the SEC since such dateOctober 30, 2006 and prior to the date hereof (the “Parent SEC Documents”) is available on the Web site maintained by the SEC at xxxx://xxx.xxx.xxx, other than portions in respect of which confidential treatment was granted by the SEC. As of their respective filing dates, the Parent SEC Documents complied in all material respects with the requirements of the Securities Act or and the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Documents, and none of the Parent SEC Documents contained on their filing dates 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 made therein, in light of the circumstances in under which they were made, not misleading, except to the extent corrected by a document subsequently filed with the SECParent SEC Document. The financial statements of the Company, including the notes thereto, Parent included in the Parent SEC Documents (the "“Parent Financial Statements"”) comply complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with generally accepted accounting principles consistently GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto thereto, except in the case of pro forma statements, or, in the case of unaudited financial statements, except as permitted under Form 10-Q under the Exchange Act) and fairly presented the consolidated financial position of Parent and its consolidated Subsidiaries as of the respective dates thereof and the consolidated results of Parent’s operations and cash flows for the periods indicated (subject to, in the case of unaudited statements, as permitted by Form 10normal and recurring year-Q of the SEC) and present fairly the consolidated financial position of the Company at the dates thereof and the consolidated results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal recurring end audit adjustments). There has been no change in the Company's accounting policies except as described in the notes to the Financial Statements.

SEC Documents; Parent Financial Statements. The Company has ------------------------------------------ furnished or made available to the Investors true and complete copies of all reports or registration statements filed by it with the U.S. Securities and Exchange Commission (the "SEC") under the Securities Act of 1933 (the "Securities Act") or the Securities Exchange Act of 1934 (the "Exchange Act") since January 1, 19991996, all in the form so filed (all of the foregoing being collectively referred to as the "SEC Documents"), which are all the documents (other than preliminary materials) that the Company was required to file with the SEC since such date. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and none of the SEC 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 made therein, in light of the circumstances in which they were made, not misleading, except to the extent corrected by a document subsequently filed with the SEC. The financial statements of the Company, including the notes thereto, included in the SEC Documents (the "Financial Statements") comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles consistently applied (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) and present fairly the consolidated financial position of the Company at the dates thereof and the consolidated results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal recurring adjustments). There has been no change in the Company's accounting policies except as described in the notes to the Financial Statements.

SEC Documents; Parent Financial Statements. The Company Parent has ------------------------------------------ furnished or made available to the Investors Company true and complete copies of all reports or registration statements SEC Documents filed by it with the U.S. Securities and Exchange Commission (the "SEC") under the Securities Act of 1933 (the "Securities Act") or the Securities Exchange Act of 1934 (the "Exchange Act") SEC since January 1, 1999, all in the form so filed (all of the foregoing being collectively referred to as the "SEC Documents"), which are all the documents (other than preliminary materials) that the Company was required to file with the SEC since such datefiled. As of their respective filing dates, the such SEC Documents filed by Parent and all SEC Documents filed after the date hereof but before the Closing complied or, if filed after the date hereof, will comply in all material respects with the requirements of the Securities Act or and the Exchange ActAct and the rules and regulations of the SEC thereunder, as the case may be, and none of the SEC Documents contained or will contain 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 made therein, in light of the circumstances in which they were made, not misleading, except to the extent corrected such SEC Documents have been corrected, updated or superseded by a document subsequently filed with the SEC. The financial statements of the CompanyParent, including the notes thereto, included in the SEC Documents (the "Parent Financial Statements") comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles GAAP consistently applied (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of under the SECExchange Act) and present fairly the consolidated financial position of the Company Parent at the dates thereof and the consolidated results of its operations and cash flows for the periods then ended (subject, in the case of unaudited financial statements, to normal recurring year-end adjustments), it being understood that such financial statements may be required to be restated from time to time as may be required under applicable pooling rules in connection with past, present or future acquisitions. There has been no change in the CompanyParent's accounting policies except as described in the notes to the Parent Financial Statements. Except as reflected or reserved against in the Parent Financial Statements, Parent has no material Liabilities, except for Liabilities and obligations (i) incurred in the ordinary course of business since the date of the most recent Parent Financial Statements or (ii) that would not be required to be reflected or reserved against in the balance sheet of Parent prepared in accordance with GAAP.

SEC Documents; Parent Financial Statements. The Company Parent has ------------------------------------------ furnished or made available to the Investors Company true and complete copies of all reports or registration statements filed by it with the U.S. Securities and Exchange Commission (the "SEC") under the Securities Act of 1933 (the "Securities Act") or the Securities Exchange Act of 1934 (the "Exchange ActEXCHANGE ACT") since January 1for all periods subsequent to March 31, 19991998, all in the form so filed (all of the foregoing being collectively referred to as the "SEC DocumentsDOCUMENTS"), which are all the documents (other than preliminary materials) that the Company was required to file with the SEC since such date. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and none of the SEC 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 made therein, in light of the circumstances in which they were made, not misleading, except to the extent corrected by a document subsequently filed document with the SEC. The Except as described on Schedule 3.3, the financial statements of the CompanyParent, including the notes thereto, included in the SEC Documents (the "Financial StatementsPARENT FINANCIAL STATEMENTS") comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles consistently applied (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SECthereto) and present fairly the consolidated financial position of the Company Parent at the dates thereof and the consolidated results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal recurring audit adjustments). There has been no change in the Company's Parent accounting policies except as described in the notes to the Parent Financial Statements.

SEC Documents; Parent Financial Statements. The Company Parent has made ------------------------------------------ furnished or made available to the Investors Company a true and complete copies copy of all its annual report on Form 10-K for the fiscal year ended June 30, 2000 and other reports or and registration statements filed by it Parent with the U.S. Securities and Exchange Commission SEC since the completion of its initial public offering in August 2000 (the "SEC") under the Securities Act of 1933 (the "Securities Act") or the Securities Exchange Act of 1934 (the "Exchange Act") since January 1, 1999, all in the form so filed (all of the foregoing being collectively referred to as the "Parent SEC Documents"), which are all the documents (other than preliminary materials) that the Company was required to file with the SEC since such date. As of their respective filing dates, the Parent SEC Documents complied in all material respects with the requirements of the Securities Act or and the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Documents, and none of the Parent SEC Documents contained on their filing dates 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 made therein, in light of the circumstances in under which they were made, not misleading, except to the extent corrected by a document subsequently filed with the SECParent SEC Document. The financial statements of the Company, including the notes thereto, Parent included in the Parent SEC Documents (the "Parent Financial Statements") comply complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with generally accepted accounting principles consistently GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto or, in the case of unaudited financial statements, as to the extent permitted by Form 10-Q of the SECExchange Act or regulations promulgated thereunder) and present fairly presented the consolidated financial position of Parent and its consolidated subsidiaries as of the Company at the respective dates thereof and the consolidated results of its Parent's operations and cash flows for the periods then ended indicated (subjectsubject to, in the case of unaudited statements, to normal and recurring year-end audit adjustments). There has been no change in the Company's accounting policies except as described in the notes to the Financial Statements.

SEC Documents; Parent Financial Statements. The Company Parent has ------------------------------------------ furnished or ------------------------------------------- made available to the Investors Company true and complete copies of all reports or registration statements SEC Documents filed by it with the U.S. Securities and Exchange Commission (the "SEC") under the Securities Act of 1933 (the "Securities Act") or the Securities Exchange Act of 1934 (the "Exchange Act") SEC since January 1December 31, 19991996, all in the form so filed (all of the foregoing being collectively referred to as the "SEC Documents"), which are all the documents (other than preliminary materials) that the Company was required to file with the SEC since such datefiled. As of their respective filing dates, the such SEC Documents filed by Parent and all SEC Documents filed after the date hereof but before the Closing complied or will comply in all material respects with the requirements of the Securities Act or and the Exchange ActAct and the rules and regulations of the SEC thereunder, as the case may be, and none of the SEC Documents contained or will contain 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 made therein, in light of the circumstances in which they were made, not misleading, except to the extent corrected such SEC Documents have been corrected, updated or superseded by a document subsequently filed with the SEC. The financial statements of the CompanyParent, including the notes thereto, included in the SEC Documents (the "Parent Financial ---------------- Statements") comply as to form in all material respects with applicable accounting requirements and with the published rules ----------- and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles GAAP consistently applied (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of under the SECExchange Act) and present fairly the consolidated financial position of the Company Parent at the dates thereof and the consolidated results of its operations and cash flows for the periods then ended (subject, in the case of unaudited financial statements, to normal recurring year-end adjustments). There has been no change in the Company's Parent accounting policies except as described in the notes to the Parent Financial Statements. Except as reflected or reserved against in the Parent Financial Statements, Parent has no material Liabilities or other obligations, except for Liabilities and obligations (i) incurred in the ordinary course of business or (ii) that would not be required to be reflected or reserved against in the balance sheet of Parent prepared in accordance with GAAP.

SEC Documents; Parent Financial Statements. The Company Parent has ------------------------------------------ furnished or made ------------------------------------------ available to the Investors Target true and complete copies of all reports or registration statements SEC Documents filed by it with the U.S. Securities and Exchange Commission (the "SEC") under the Securities Act of 1933 (the "Securities Act") or the Securities Exchange Act of 1934 (the "Exchange Act") SEC since January 1July 28, 1999, all in the form so filed. Parent has timely filed (all of the foregoing being collectively referred to as the "SEC Documents"), which are all the documents (other than preliminary materials) that the Company was Documents required to file with the SEC be filed by it since such date. As of their the respective filing dates, the such SEC Documents filed by Parent and all SEC Documents filed after the date hereof but before the Closing complied or will comply in all material respects with the requirements of the Securities Act or and the Exchange ActAct and the rules and regulations of the SEC thereunder, as the case may be, and none of the SEC Documents contained or will contain 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 made therein, in light of the circumstances in which they were made, not misleading, except to the extent corrected such SEC Documents have been corrected, updated or superseded by a document subsequently filed with the SEC. The financial statements of the CompanyParent, including the notes thereto, included in the SEC Documents (the "Parent Financial ---------------- Statements") comply as to form in all material respects with applicable accounting requirements and with the published rules ---------- and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles GAAP consistently applied (except as may be indicated in the notes thereto orthereto, or in the case of unaudited statements, as permitted by Form 10-Q of under the SECExchange Act) and present fairly the consolidated financial position of the Company Parent at the dates thereof and the consolidated results of its operations and cash flows for the periods period then ended (subject, in the case of unaudited financial statements, to normal recurring year-end adjustments). There has been no change in the CompanyParent's accounting policies except as described in the notes to the Parent Financial Statements. Except as reflected or reserved against in the Parent Financial Statements, Parent has no material Liabilities, except for Liabilities and obligations (i) incurred in the ordinary course of business consistent with past practice since the date of the most recent Parent Financial Statements or (ii) that would not be required to be reflected or reserved against in the balance sheet of Parent prepared in accordance with GAAP.

SEC Documents; Parent Financial Statements. The Company has ------------------------------------------ furnished or made available to the Investors A true and complete copies copy of all reports each annual, quarterly and other report and registration statement filed or registration statements filed furnished by it with the U.S. Securities and Exchange Commission (the "SEC") under the Securities Act of 1933 (the "Securities Act") or the Securities Exchange Act of 1934 (the "Exchange Act") since January 1, 1999, all in the form so filed (all of the foregoing being collectively referred to as the "SEC Documents"), which are all the documents (other than preliminary materials) that the Company was required to file Parent with the SEC since such date(the “Parent SEC Documents”), as the case may be, is available on the Web site maintained by the SEC at xxxx://xxx.xxx.xxx, other than portions in respect of which confidential treatment was requested from or granted by the SEC. As of their respective filing dates, the Parent SEC Documents complied in all material respects with the requirements of the Securities Act or and the Exchange Act of 1934, as amended (the “Exchange Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Documents, and none of the Parent SEC Documents contained on their filing dates 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 made therein, in light of the circumstances in under which they were made, not misleading, except to the extent corrected or clarified by a document subsequently filed with the SECParent SEC Document. The consolidated financial statements of the Company, including the notes thereto, Parent included in the Parent SEC Documents (the "“Parent Financial Statements"”) comply complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance material conformity with generally accepted accounting principles consistently GAAP applied on a consistent basis throughout the periods indicated (except (i) as may be indicated in the notes thereto orthereto, (ii) in the case of unaudited interim statements, as permitted by Form 10-Q to the extent they may exclude footnotes or may be condensed or summary statements, or (iii) in the case of the SECpro forma statements) and present fairly presented in all material respects the consolidated financial position of Parent and its consolidated subsidiaries as of the Company at the respective dates thereof and the consolidated results of its Parent’s operations and cash flows for the periods then ended indicated (subjectsubject to, in the case of unaudited interim statements, to normal and recurring year-end audit adjustments). There has been no change in the Company's accounting policies , except as described in the notes to the Financial Statementsextent corrected or clarified by a subsequently filed Parent SEC Document.

SEC Documents; Parent Financial Statements. The Company has ------------------------------------------ furnished or made available to the Investors true and complete copies of all reports or registration statements filed by it with the U.S. Securities and Exchange Commission (the "SEC") under the Securities Act of 1933 (the "Securities Act") or the Securities Exchange Act of 1934 (the "Exchange Act") since January 1, 1999, all in the form so filed (all of the foregoing being collectively referred to as the "SEC Documents"), which are all the documents (other than preliminary materials) that the Company was required to file with the SEC since such date. As of their respective filing dates, all SEC documents filed by the Parent since February 11, 1999, and all SEC Documents documents filed after the date hereof but before the Closing complied or will comply in all material respects with the requirements of the Securities Act or and the Exchange ActAct and the rules and regulations of the SEC thereunder, as the case may be, and to the knowledge of the Parent, none of the SEC Documents documents contained or will contain 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 made therein, in light of the circumstances in which they were made, not misleading, except to the extent corrected such SEC documents have been corrected, updated or superseded by a document subsequently filed with the SEC. The financial statements of the CompanyParent, including the notes thereto, included in the SEC Documents documents (the "Parent Financial Statements") comply as to form in all material materials respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles GAAP consistently applied (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SECthereto) and present fairly the consolidated financial position of the Company Parent at the dates thereof and the consolidated results of its operations and cash flows for the periods then ended (subject, in the case of unaudited financial statements, to normal recurring year-end adjustments). There has been no change in the CompanyParent's accounting policies except as described in the notes to the Parent Financial Statements. Except as reflected or reserved against in the Parent Financial Statements, the Parent has no material liabilities or other obligations, except for liabilities and obligations (i) incurred in the ordinary course of business or (ii) that would not be required to be reflected or reserved against in the balance sheet of the Parent prepared in accordance with GAAP.

SEC Documents; Parent Financial Statements. The Company Buyer has ------------------------------------------ furnished or made available to the Investors true and complete Company copies of all reports or registration statements filed by it with the U.S. Securities and Exchange Commission (the "SEC") under the Securities Act of 1933 (the "Securities Act") or the Securities Exchange Act of 1934 (the "Exchange Act") since January 1, 1999, all in the form so filed (all of the foregoing being collectively referred to as the "SEC Documents"), which are all the documents (other than preliminary materials) that the Company was required to file with the SEC since such date. As of their respective filing dates, the SEC 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 none of the SEC 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 made therein, in light of the circumstances in which they were made, not misleading, except to the extent corrected by a document subsequently filed with the SEC. The financial statements of the CompanyBuyer, including the notes thereto, included in the SEC Documents (the "Buyer Financial Statements") comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles GAAP consistently applied (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) and present fairly the consolidated financial position of the Company Buyer at the dates thereof and the consolidated results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal recurring audit adjustments). There has been no change in the Company's Buyer accounting policies except as described in the notes to the Buyer Financial Statements.

SEC Documents; Parent Financial Statements. The Company Parent has ------------------------------------------ furnished or made available to the Investors Company true and complete copies of all reports or registration statements filed by it with the U.S. Securities and Exchange Commission (the "SEC") under the Securities Act of 1933 (the "Securities Act") or the Securities Exchange Act of 1934 (the "Exchange Act") SEC since January February 1, 19992000, all in the form so filed (all of the foregoing being collectively referred to as the "“Parent SEC Documents"”), which are all the documents (other than preliminary materials) that the Company was required to file with the SEC since such date. As of their respective filing dates, the Parent SEC Documents complied in all material respects with the requirements of the Securities Act or the Securities Exchange Act of 1934 (the “Exchange Act, ”) as the case may be, and none of the Parent SEC 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 made therein, in light of the circumstances in which they were made, not misleading, except to the extent corrected by a document subsequently filed with the SECSEC prior to the date hereof. The financial statements of the CompanyParent, including the notes thereto, included in the Parent SEC Documents (the "“Parent Financial Statements"”) comply complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles GAAP consistently applied (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) and present fairly the consolidated financial position of the Company Parent and consolidated subsidiaries at the dates thereof and the consolidated results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal recurring audit adjustments). There has been no change The unaudited balance sheet of Parent as of March 31, 2000 set forth in the Company's accounting policies except Parent SEC Documents is hereinafter referred to as described in the notes to the Financial Statements“Parent Balance Sheet.”

SEC Documents; Parent Financial Statements. The Company Parent has ------------------------------------------ furnished or made available to the Investors Company true and complete copies of all reports or registration statements SEC Documents filed by it with the U.S. Securities SEC since September 21, 1999, and Exchange Commission (the "SEC") under the Securities Act of 1933 (the "Securities Act") or the Securities Exchange Act of 1934 (the "Exchange Act") provided all documents filed since January 1November 24, 1999, all in the form so filed (all of the foregoing being collectively referred to as the "SEC Documents"), which are all the documents (other than preliminary materials) that the Company was required to file with the SEC since such datefiled. As of their respective filing dates, the such SEC Documents filed by Parent and all SEC Documents filed after the date hereof but before the Closing complied or will comply in all material respects with the requirements of the Securities Act or and the Exchange ActAct and the rules and regulations of the SEC thereunder, as the case may be, and none of the SEC Documents contained or will contain 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 made therein, in light of the circumstances in which they were made, not misleading, except to the extent corrected such SEC Documents have been corrected, updated or superseded by a document subsequently filed with the SECSEC and if filed after November 24, 1999, provided to the Company. The financial statements of the CompanyParent, including the notes thereto, included in the SEC Documents (the "Financial StatementsPARENT FINANCIAL STATEMENTS") comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles GAAP consistently applied (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of under the SECExchange Act) and present fairly the consolidated financial position of the Company Parent at the dates thereof and the consolidated results of its operations and cash flows for the periods then ended (subject, in the case of unaudited financial statements, to normal recurring audit adjustments). There has been no change in the CompanyParent's accounting policies except as described in the notes to the Parent Financial Statements. Except as reflected or reserved against in the Parent Financial Statements, Parent has no material Liabilities, except for Liabilities and obligations (i) incurred in the ordinary course of business since the date of the most recent Parent Financial Statements or (ii) that would not be required to be reflected or reserved against in the balance sheet of Parent prepared in accordance with GAAP. Parent has filed all SEC Documents required to be filed by it under the Exchange Act and the Securities Act in a timely manner.

SEC Documents; Parent Financial Statements. The Company Parent has ------------------------------------------ furnished or ------------------------------------------ made available to the Investors Company true and complete copies of all reports or registration statements filed by it with the U.S. Securities and Exchange Commission (the "SEC") under since December 31, 1998, all in the form so filed (all of the --- foregoing being collectively referred to as the "SEC Documents"). As of their --- respective filing dates, the SEC Documents complied in all material respects with the requirements of the Securities Act of 1933 (the "Securities Act") or the Securities Exchange Act of 1934 (the "Exchange Act") since January 1, 1999, all in the form so filed (all of the foregoing being collectively referred to as the "SEC Documents"), which are all the documents (other than preliminary materials) that the Company was required to file with the SEC since such date. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as --------------- ------------ the case may be, and none of the SEC 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 made therein, in light of the circumstances in which they were made, not misleading, except to the extent corrected by a document subsequently filed with the SEC. The financial statements of the CompanyParent, including the notes thereto, included in the SEC Documents (the "Parent Financial Statements") comply as to form in all material respects --------------------------- with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles consistently applied (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) and present fairly the consolidated financial position of the Company Parent at the dates thereof and the consolidated results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal recurring audit adjustments). There has been no change in the Company's Parent accounting policies except as described in the notes to the Parent Financial Statements; provided, however, the Parent may have restated or may restate one or more of the Parent Financial Statements to reflect acquisitions entered into subsequent to the respective dates thereof.

SEC Documents; Parent Financial Statements. The Parent has furnished the Company has ------------------------------------------ furnished or made available to the Investors with a true and complete copies copy of all reports or registration statements filed by it with the U.S. Securities and Exchange Commission (the "SEC") under the Securities Act of 1933 (the "Securities Act") or the Securities Exchange Act of 1934 (the "Exchange Act") since January 1, 1999, all in the form so filed (all of the foregoing being collectively referred to as the "SEC Documents"), which are all the documents (other than preliminary materials) that the Company was required to file its filings with the SEC since such dateJune 30, 1998 (the "SEC DOCUMENTS"). As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Actof 1933, as amended and the case may beSecurities Exchange Act of 1934, as amended, as applicable and none of the SEC 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 made therein, in light of the circumstances in which they were made, not misleading, except to the extent corrected by a document subsequently filed document with the SEC. The financial statements of the Company, including the notes thereto, included in the SEC Documents contain an audited consolidated balance sheet of Parent as of June 30, 1998 (the "Financial StatementsPARENT BALANCE SHEET") comply as to form in all material respects with applicable accounting requirements and with the published rules related audited consolidated statements of income and regulations of cash flow for the SEC with respect thereto, year then ended (the "PARENT FINANCIALS"). The Parent Financials have been prepared in accordance with generally accepted accounting principles consistently GAAP applied (except as may be on a basis consistent throughout the periods indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) and consistent with each other. The Parent Financials present fairly in all material respects the consolidated financial position of the Company at the dates thereof condition and the consolidated operating results of its operations and cash flows for of Parent and its subsidiaries as of the dates and during the periods then ended (subjectindicated therein. Since the date of the Parent Balance Sheet and until the date of this Agreement, in the case of unaudited statements, to normal recurring adjustments). There there has been no not occurred any material adverse change in the Company's accounting policies except business, financial condition or results of operations of Parent and its subsidiaries, taken as described in the notes to the Financial Statementsa whole.

SEC Documents; Parent Financial Statements. The Company Parent has ------------------------------------------ furnished or made available filed all SEC Documents required to the Investors true and complete copies of all reports or registration statements be filed by it with the U.S. Securities and Exchange Commission (the "SEC") under the Securities Act of 1933 (the "Securities Act") or the Securities Exchange Act of 1934 (the "Exchange Act") SEC since January 1, 19992002, all in the form so filed (all of the foregoing being collectively referred to as the "SEC Documents"), which are all the documents (other than preliminary materials) that the Company was required to file with the SEC since such datefiled. As of their respective filing dates, the such SEC Documents filed by Parent and all SEC Documents filed after the date hereof but before the Closing complied or, if filed after the date hereof, will comply in all material respects with the requirements of the Securities Act or of 1933, as amended, and the rules and regulations of the SEC thereunder (the “Securities Act”) and the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC thereunder (the “Exchange Act”), as the case may be, and none of the SEC Documents contained or will contain any untrue statement of a material fact or omitted to state or will omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading, except to the extent corrected such SEC Documents have been corrected, updated or superseded by a document subsequently filed with the SECSEC prior to the date of this Agreement. The financial statements of the CompanyParent, including the notes thereto, included in the SEC Documents (the "“Parent Financial Statements"”) comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles GAAP consistently applied (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of under the SECExchange Act) and present fairly the consolidated financial position of the Company Parent at the dates thereof and the consolidated results of its operations and cash flows for the periods then ended (subject, in the case of unaudited financial statements, to normal recurring year-end adjustments), it being understood that such financial statements may be required to be restated from time to time as may be required under applicable accounting rules in connection with past, present or future acquisitions. There has been no change in the Company's Parent’s accounting policies except as described in the notes to the Parent Financial Statements. Except as reflected or reserved against in the Parent Financial Statements, Parent has no material Liabilities, except for Liabilities and obligations (i) incurred in the ordinary course of business after the date of the most recent Parent Financial Statements or (ii) that would not be required to be reflected or reserved against in the balance sheet of Parent prepared in accordance with GAAP.

SEC Documents; Parent Financial Statements. The Company Parent has ------------------------------------------ furnished or made available to the Investors Company true and complete copies of all reports or registration statements filed by it with the U.S. Securities and Exchange Commission (the "SEC") under the Securities Act of 1933 (the "Securities Act") or the Securities Exchange Act of 1934 (the "Exchange ActEXCHANGE ACT") since for all periods subsequent to January 1, 19991993, all in the form so filed (all of the foregoing being collectively referred to as the "SEC DocumentsDOCUMENTS"), which are all the documents (other than preliminary materials) that the Company was required to file with the SEC since such date. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and none of the SEC 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 made therein, in light of the circumstances in which they were made, not misleading, except to the extent corrected by a document subsequently filed document with the SEC. The financial statements of the CompanyParent, including the notes thereto, included in the SEC Documents (the "Financial StatementsPARENT FINANCIAL STATEMENTS") comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles consistently applied (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SECthereto) and present fairly the consolidated financial position of the Company Parent at the dates thereof and the consolidated results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal recurring audit adjustments). There has been no change in the Company's Parent accounting policies except as described in the notes to the Parent Financial Statements.

SEC Documents; Parent Financial Statements. The Company has ------------------------------------------ furnished or made available to the Investors true and complete copies of all reports or registration statements filed by it with the U.S. Securities and Exchange Commission (the "SEC") under the Securities Act of 1933 (the "Securities Act") or the Securities Exchange Act of 1934 (the "Exchange Act") since January 1, 1999, all in the form so filed (all of the foregoing being collectively referred to as the "SEC Documents"), which are all the documents (other than preliminary materials) that the Company was required to file with the SEC since such date. As of their respective filing dates, each report, schedule, form, statement or other document filed or required to be filed with the SEC pursuant to section 13(a) of the Exchange Act (the “SEC Documents”) filed by Parent and all SEC Documents filed after the date hereof but before the Closing complied or, if filed after the date hereof, will comply in all material respects with the requirements of the Securities Act or and the Exchange ActAct and the rules and regulations of the SEC thereunder, as the case may be, and none of the SEC Documents contained or will contain 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 made therein, in light of the circumstances in which they were made, not misleading, except to the extent corrected such SEC Documents have been corrected, updated or superseded by a document subsequently filed with the SEC. The financial statements of the CompanyParent, including the notes thereto, included in the SEC Documents (the "“Parent Financial Statements"”) comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles GAAP consistently applied (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SECthereto) and present fairly the consolidated financial position of the Company Parent at the dates thereof and the consolidated results of its operations and cash flows for the periods then ended (subject, in the case of unaudited financial statements, to normal recurring year-end adjustments). There has been To the Knowledge of Parent, Parent had no change and will have no liabilities or obligations, secured or unsecured (whether accrued, absolute, contingent or otherwise and whether or not required to be reflected on the Parent Financial Statements under GAAP), not reflected in the Company's accounting policies Parent Financial Statements or the accompanying notes thereto, except as described for liabilities and obligations that have arisen prior to the date of the Parent Financial Statements and which, under GAAP, would not have been required to be reflected in the notes to the Parent Financial Statements, and except for liabilities since the date of the Parent Financial Statements that have not resulted in a material adverse effect on Parent.

SEC Documents; Parent Financial Statements. The Parent has furnished to ------------------------------------------ the Company has ------------------------------------------ furnished or made available to the Investors true and complete copies of all forms, reports or registration statements filed by it with the U.S. Securities and Exchange Commission (the "SEC") under the Securities Act of 1933 (the "Securities Act") or the Securities Exchange Act of 1934 1934, as amended (the "Exchange ---- -------- Act") since January 1), 1999for all periods subsequent to March 31, 1998, all in the form so filed --- (all of the foregoing being collectively referred to as the "SEC Documents"), which are all the documents (other than preliminary materials) that the Company was required to file with the SEC since such date. ------------- As of their respective filing datesdates and at the date of any amendment thereto, the SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and none of the SEC 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 made therein, in light of the circumstances in which they were made, therein not misleading, except to the extent corrected by a document subsequently filed document with the SEC. The financial statements of the CompanyParent, including the notes thereto, included in the SEC Documents (the "Parent Financial Statements") comply as to form in all material respects --------------------------- with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles consistently applied (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SECthereto) and present fairly the consolidated financial position of the Company Parent at the dates thereof and the consolidated results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal recurring audit adjustments). There Parent has been no change in the Company's accounting policies except as described in the notes furnished to the Financial StatementsCompany a complete and correct copy of any amendments or modifications which have not yet been filed with the SEC but which are required to be filed to forms, reports or registration statements which previously have been filed by Parent with the SEC pursuant to the Securities Act or Exchange Act.

SEC Documents; Parent Financial Statements. The Company has ------------------------------------------ furnished or made available to the Investors A true and complete copies copy of all reports or each annual, quarterly and other report, registration statements statement, and definitive proxy statement filed by it with the U.S. Securities and Exchange Commission (the "SEC") under the Securities Act of 1933 (the "Securities Act") or the Securities Exchange Act of 1934 (the "Exchange Act") since January 1, 1999, all in the form so filed (all of the foregoing being collectively referred to as the "SEC Documents"), which are all the documents (other than preliminary materials) that the Company was required to file Parent with the SEC since such dateMay 22, 2002 (the “Parent SEC Documents”) is available on the Web site maintained by the SEC at hxxx://xxx.xxx.xxx. As of their respective filing dates, the Parent SEC Documents complied in all material respects with the all applicable requirements of the Securities Act or and the Exchange Act, as the case may be, and none the rules and regulations of the SEC promulgated thereunder in effect on such dates and applicable to such Parent SEC Documents, except to the extent superseded or amended by a Parent SEC Document filed subsequently and prior to the date hereof. None of the Parent SEC Documents contained on their filing dates 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 made therein, in light of the circumstances in under which they were made, not misleading, except to the extent corrected superseded or amended by a document Parent SEC Document filed subsequently filed with and prior to the SECdate hereof. The consolidated financial statements of the Company, including the notes thereto, Parent included in the Parent SEC Documents (the "Financial Statements") comply complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with generally accepted accounting principles consistently GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto thereto, except in the case of pro forma statements, or, in the case of unaudited financial statements, except as permitted by under Form 10-Q of under the SECExchange Act) and present fairly presented the consolidated financial position of Parent and its consolidated subsidiaries as of the Company at the respective dates thereof and the consolidated results of its Parent’s operations and cash flows for the periods then ended indicated (subjectsubject to, in the case of unaudited statements, to normal and recurring year-end audit adjustments). There Except as and to the extent disclosed by Parent in the Parent SEC Documents filed on or before the date hereof, Parent has been no conducted its business in the ordinary course (except with respect to this Agreement and the Related Agreements and the transactions contemplated hereby and thereby) and there has not occurred: (i) any change which has had or could reasonably be expected to have a Parent Material Adverse Effect; or (i) any amendment or change in the Company's accounting policies except as described in certificate of incorporation or bylaws of Parent. As of the notes date hereof, Parent has no agreements, understandings or commitments with respect to the Financial Statementsany proposed merger or acquisition transaction.

SEC Documents; Parent Financial Statements. The Company Parent has ------------------------------------------ furnished or ------------------------------------------ made available to the Investors Company true and complete copies of all reports or registration statements filed by it with the U.S. Securities and Exchange Commission (the "SEC") under the Securities Act of 1933 (the "Securities Act") or the Securities Exchange Act of 1934 (the "Exchange Act") since January 1SEC")for all periods subsequent to --- March 31, 19991998, all in the form so filed (all of the foregoing being collectively referred to as the "SEC Documents"), which are all the documents (other than preliminary materials) that the Company was required to file with the SEC since such date. As of their respective filing ------------- dates, the SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and none of the SEC 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 made therein, in light of the circumstances in which they were made, therein not misleading, except to the extent corrected by a document subsequently filed document with the SEC. The financial statements of the CompanyParent, including the notes thereto, included in the SEC Documents (the "Parent Financial Statements") comply as to form in all --------------------------- material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles consistently applied (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SECthereto) and present fairly the consolidated financial position of the Company Parent at the dates thereof and the consolidated results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal recurring audit adjustments). There has been no change in the Company's accounting policies except as described in the notes to the Financial Statements.

SEC Documents; Parent Financial Statements. The Company Parent has ------------------------------------------ furnished or ------------------------------------------ made available to the Investors Company true and complete copies of all reports or registration statements SEC Documents filed by it with the U.S. Securities SEC since December 31, 1997, and Exchange Commission (prior to the "SEC") under Effective Time Parent will have made available to the Securities Act Company or its counsel true and complete copies of 1933 (all SEC Documents filed by Parent after the "Securities Act") or date hereof but before the Securities Exchange Act of 1934 (the "Exchange Act") since January 1, 1999Effective Time, all in the form so filed (all of the foregoing being collectively referred to as the "SEC Documents"), which are all the documents (other than preliminary materials) that the Company was required to file with the SEC since such datefiled. As of their respective filing dates, the such SEC Documents filed by Parent and all SEC Documents filed after the date hereof but before the Closing complied or will comply in all material respects with the requirements of the Securities Act or and the Exchange ActAct and the rules and regulations of the SEC thereunder, as the case may be, and none of the SEC Documents contained or will contain 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 made therein, in light of the circumstances in which they were made, not misleading, except to the extent corrected such SEC Documents have been corrected, updated or superseded by a document subsequently filed with the SEC. The financial statements of the CompanyParent, including the notes thereto, included in the SEC Documents (the "Parent Financial Statements") comply as to ---------------------------- form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles GAAP consistently applied (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of under the SECExchange Act) and present fairly the consolidated financial position of the Company Parent at the dates thereof and the consolidated results of its operations and cash flows for the periods then ended (subject, in the case of unaudited financial statements, to normal recurring year-end adjustments). There has been no change in the Company's Parent accounting policies except as described in the notes to the Parent Financial Statements. Except as reflected or reserved against in the Parent Financial Statements, Parent has no material Liabilities or other obligations, except for Liabilities and obligations (i) incurred in the ordinary course of business or (ii) that would not be required to be reflected or reserved against in the balance sheet of Parent prepared in accordance with GAAP.

SEC Documents; Parent Financial Statements. The Company Parent has ------------------------------------------ furnished or ------------------------------------------ made available to the Investors Company a true and complete copies copy of all reports or registration statements its Registration Statement on Form S-1 dated July 19, 1999 and its Quarterly Reports on Form 10-Q for the periods ending June 30, 1999 and September 30, 1999 (collectively, the "SEC Documents") which Parent filed by it under the Securities Act with the U.S. Securities and Exchange Commission (the "SEC") under the Securities Act of 1933 (the "Securities Act") or the Securities Exchange Act of 1934 (the "Exchange Act") since January 1, 1999, all in the form so filed (all of the foregoing being collectively referred to as the "SEC Documents"), which are all the documents (other than preliminary materials) that the Company was required to file with the SEC since such date. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and none of the SEC Documents contained 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 in which they were made, not misleading, except to the extent corrected by a document subsequently filed with the SEC. The financial statements of the CompanyParent, including the notes thereto, included in the SEC Documents (the "Parent Financial Statements") comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles GAAP consistently applied (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q applicable rules and regulations of the SEC) and fairly present fairly the consolidated financial position of the Company Parent at the dates thereof and the consolidated results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal normal, recurring audit adjustments). There has been no change in the Company's Parent accounting policies except as described in the notes to the Parent Financial Statements. Parent has no material obligations other than (i) those set forth in the Parent Financial Statements and (ii) those not required to be set forth in the Parent Financial Statements under generally accepted accounting principles.

SEC Documents; Parent Financial Statements. The Company Parent has ------------------------------------------ furnished or made available to the Investors Company true and complete copies of all reports or registration statements SEC Documents filed by it with the U.S. Securities and Exchange Commission (the "SEC") under the Securities Act of 1933 (the "Securities Act") or the Securities Exchange Act of 1934 (the "Exchange Act") SEC since January 1, 19992000, all in the form so filed (all of the foregoing being collectively referred to as the "SEC Documents"), which are all the documents (other than preliminary materials) that the Company was required to file with the SEC since such datefiled. As of their respective filing dates, the such SEC Documents filed by Parent and all SEC Documents filed after the date hereof but before the Closing complied or, if filed after the date hereof, will comply in all material respects with the requirements of the Securities Act or and the Exchange ActAct and the rules and regulations of the SEC thereunder, as the case may be, and none of the SEC Documents contained or will contain 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 made therein, in light of the circumstances in which they were made, not misleading, except to the extent corrected such SEC Documents have been corrected, updated or superseded by a document subsequently filed with the SEC. The financial statements of the CompanyParent, including the notes thereto, included in the SEC Documents (the "Parent Financial Statements") comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles GAAP consistently applied (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of under the SECExchange Act) and present fairly the consolidated financial position of the Company Parent at the dates thereof and the consolidated results of its operations and cash flows for the periods then ended (subject, in the case of unaudited financial statements, to normal recurring year-end adjustments), it being understood that such financial statements may be required to be restated from time to time as may be required under applicable pooling of interests accounting rules in connection with past, present or future acquisitions. There has been no change in the CompanyParent's accounting policies except as described in the notes to the Parent Financial Statements. Except as reflected or reserved against in the Parent Financial Statements, Parent has no material Liabilities, except for Liabilities and obligations (i) incurred in the ordinary course of business or (ii) that would not be required to be reflected or reserved against in the balance sheet of Parent prepared in accordance with GAAP.

SEC Documents; Parent Financial Statements. The Company Parent has ------------------------------------------ filed with the SEC all forms, statements, reports and documents (including all exhibits, amendments and supplements thereto) required to be filed by it under each of the Securities Act and the Exchange Act, and the respective rules and regulations thereunder, all of which complied in all material respects with all applicable requirements of the appropriate act and rules and regulations thereunder. Parent has furnished or made available to Company and the Investors Company Shareholders true and complete correct copies of all forms, statements, reports or registration statements and documents filed by it with the U.S. Securities and Exchange Commission (the "SEC") under the Securities Act of 1933 (the "Securities Act") or the Securities Exchange Act of 1934 (the "Exchange Act") since January 1, 1999, all in the form so filed (all of the foregoing being collectively referred to as the "SEC Documents"), which are all the documents (other than preliminary materials) that the Company was required to file Parent with the SEC since such dateJuly 1, 2010 (the “Parent SEC Documents”). As of their respective filing dates, the Parent SEC Documents complied in all material respects with the requirements of the Securities Act or and the Exchange Act, and the applicable rules and regulations of the SEC thereunder, as the case may be, and none of the Parent SEC 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 made therein, in light of the circumstances in which they were made, not misleading, except to the extent corrected by a document subsequently filed with the SEC. The financial statements of the CompanyParent, including the notes thereto, included in the Parent SEC Documents (the "“Parent Financial Statements"”) comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with United States generally accepted accounting principles consistently (“GAAP”) applied on a basis consistent throughout the periods indicated and consistent with each other (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SECSEC rules for such form) and present fairly the consolidated financial position of the Company Parent and its subsidiaries at the dates thereof and the consolidated results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal normal, recurring adjustments)audit adjustments which will not be material in amount or significance) and do not include or omit to state any fact which renders Parent Financial Statements hereunder misleading. There has been no change in the Company's Parent accounting policies except as described in the notes to the Parent Financial Statements.

SEC Documents; Parent Financial Statements. The Company Parent has ------------------------------------------ furnished or made available to the Investors Company true and complete copies of all reports or registration statements filed by it with the U.S. Securities and Exchange Commission (the "SEC") under the Securities Act of 1933 (the "Securities Act") or the Securities Exchange Act of 1934 (the "Exchange ActEXCHANGE ACT") for all periods since January 1, 19991998, all in the form so filed (all of the foregoing being collectively referred to as the "SEC DocumentsDOCUMENTS"), which are all the documents (other than preliminary materials) that the Company was required to file with the SEC since such date. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the Securities Act of 1933 (the "SECURITIES ACT") or the Exchange Act, as the case may be, and none of the SEC 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 made therein, in light of the circumstances in which they were made, not misleading, except to the extent corrected by a document subsequently filed with the SEC. Parent has filed all SEC Documents required to be filed under the Securities Act or Exchange Act, as the case may be. The financial statements of the CompanyParent, including the notes thereto, included in the SEC Documents (the "Financial StatementsPARENT FINANCIAL STATEMENTS") comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles GAAP consistently applied (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) and present fairly the consolidated financial position of the Company Parent at the dates thereof and the consolidated results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal recurring audit adjustments). There has been no change in the Company's Parent accounting policies except as described in the notes to the Parent Financial Statements.

SEC Documents; Parent Financial Statements. The Company Parent has ------------------------------------------ furnished or made available to the Investors Company true and complete copies of all (i) its annual report on Form 10-K for the fiscal year ended December 31, 1995 and (ii) its quarterly reports or registration statements on Form 10-Q for the quarters ended March 31, 1996, June 30, 1996 and September 30, 1996 filed by it with the U.S. Securities and Exchange Commission (the "SEC") under the Securities Act of 1933 (the "Securities Act") or the Securities and Exchange Act of 1934 1934, as amended, (the "Exchange Act") since January 1, 1999), all in the form (including exhibits) so filed filed, (all of the foregoing being collectively referred to as the "SEC Documents"), which are all the documents (other than preliminary materials) that the Company was required to file with the SEC since such date. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and none of the SEC 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 made therein, in light of the circumstances in which they were made, not misleading, except to the extent corrected by a document subsequently filed with the SEC. The financial statements of the Company, including the notes theretoParent, included in the SEC Documents (the "Parent Financial Statements") comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles consistently applied (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) and present fairly the consolidated financial position of the Company Parent at the dates thereof and the consolidated results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal normal, recurring audit adjustments). There has been no change in the Company's Parent accounting policies except as described in the notes to the Parent Financial Statements. Parent has no material obligations other than (i) those set forth in the previously filed Parent Financial Statements and (ii) those not required to be set forth in Parent Financial Statements under generally accepted accounting principles, as of the respective dates of the financial statements. Except for leveraged transactions incurred by Parent in contemplation of this Agreement and the Transaction Agreements, there has been no material adverse change in the financial condition of the Parent since September 30, 1996.

SEC Documents; Parent Financial Statements. The Company Since August 9, 2000, ------------------------------------------ the Parent has ------------------------------------------ furnished or made available filed all reports, schedules, forms, statements and other documents required to the Investors true and complete copies of all reports or registration statements be filed by it with the U.S. Securities and Exchange Commission (pursuant to the "SEC") under the Securities Act reporting requirements of 1933 (the "Securities Act") or the Securities Exchange Act of 1934 1934, as amended (the "Exchange 1934 Act") since January 1, 1999, all in the form so filed (all of the foregoing filed prior to the date hereof and all -------- exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein being collectively hereinafter referred to as the "SEC Documents"), which are all the documents (other than preliminary materials) that the Company was required to file with the SEC since such date. As of their respective filing dates, the SEC Documents complied in ------------- all material respects with the requirements of the Securities 1934 Act or and the Exchange Act, as rules and regulations of the case may be, and none Commission promulgated thereunder applicable to the SEC Documents. None of the SEC Documents Documents, at the time they were filed with the Commission, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances in under which they were made, not misleading. As of their respective dates, except to the extent corrected by a document subsequently filed with the SEC. The financial statements of the Company, including the notes thereto, Parent included in the SEC Documents (the "Financial Statements") comply complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC Commission with respect thereto, . Such financial statements have been prepared in accordance with generally accepted accounting principles principles, consistently applied applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto orthereto, or (ii) in the case of unaudited interim statements, as permitted by Form 10-Q of to the SECextent they may exclude footnotes or may be condensed or summary statements) and fairly present fairly in all material respects the consolidated financial position of the Company at Parent as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal recurring year-end audit adjustments). There has been no change in On or before August 9, 2001, the Company's accounting policies except as described in Parent will meet the notes to registrant requirements under I.A. of the Financial StatementsGeneral Instructions of Form S-3.

SEC Documents; Parent Financial Statements. The Parent has furnished the Company has ------------------------------------------ furnished or made available to the Investors with a true and complete copies copy of its filings with the SEC of the following: (i) its report on Form 10-K for the year ended December 31, 1996, (ii) its reports on Form 10-Q for the quarters ended March 31, 1997 and June 30, 1997, (iii) its Annual Report to its stockholders covering the fiscal year ended December 31, 1996, and (iv) its Proxy Statement to its stockholders for its 1997 annual meeting and will furnish the Company with a true and complete copy of all reports or registration statements filed by it filings with the U.S. Securities and Exchange Commission SEC made prior to the Effective Time (the "SEC") under the Securities Act of 1933 (the "Securities Act") or the Securities Exchange Act of 1934 (the "Exchange Act") since January 1collectively, 1999, all in the form so filed (all of the foregoing being collectively referred to as the "SEC DocumentsDOCUMENTS"), which are all the documents (other than preliminary materials) that the Company was required to file with the SEC since such date. As of their respective filing dates, the SEC Documents complied complied, or as of any respective future filing date will comply, in all material respects with the requirements of the 1933 Act and the Securities Exchange Act or the Exchange Actof 1934, as the case may beamended, as applicable and none of the SEC Documents contained contained, or as of any respective future filing date will contain, 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 made therein, in light of the circumstances in which they were made, not misleading, except to the extent corrected by a document subsequently filed document with the SEC. The financial statements of the CompanyParent, including the notes thereto, included in the SEC Documents (the "Financial Statements") comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles consistently applied (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SECthereto) and present fairly the consolidated financial position of the Company Parent at the respective dates thereof and the consolidated results of its operations and cash flows for the respective periods then ended (subject, in the case of unaudited statements, to normal recurring audit adjustments). There has been no change in the Company's accounting policies except as described in the notes to the Financial Statements.

SEC Documents; Parent Financial Statements. The Company Parent has ------------------------------------------ furnished or made available to the Investors Company true and complete copies of all reports or and registration statements (other than reports on Forms 3, 4 and 5 and registration statements on Form S-8) filed by it with the U.S. SEC under the Securities and Exchange Commission Act of 1934, as amended (the "SECExchange Act") under ), or the Securities Act of 1933 1933, as amended (the "Securities Act") or the Securities Exchange Act of 1934 (the "Exchange Act") ), for all periods since January 1September 23, 19991997, all in the form so filed (all of the foregoing being collectively referred to as the "SEC Documents"), which are all the documents (other than preliminary materials) that the Company was required to file with the SEC since such date. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the Securities Exchange Act or the Exchange Securities Act, as the case may be, and none of the SEC 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 made therein, in the light of the circumstances in which they were made, not misleading, except to the extent corrected by a document subsequently filed with the SEC. The financial statements of the CompanyParent, including the notes thereto, included in the SEC Documents (the "Parent Financial Statements") comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles consistently applied on a basis consistent throughout the periods indicated and consistent with each other (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) and present fairly the consolidated financial position of the Company Parent at the dates thereof and the consolidated results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal recurring audit adjustments). There has been no change in the Company's Parent accounting policies except as described in the notes to the Parent Financial Statements.

SEC Documents; Parent Financial Statements. The Company Parent has ------------------------------------------ furnished or made available to the Investors Company true and complete copies of all reports or registration statements filed by it with the U.S. Securities and Exchange Commission (the "SEC") under for the prior three (3) years, all in the form so filed, including the exhibits thereto (all of the foregoing being collectively referred to as the "SEC Documents"). As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the Securities Act of 1933 (the "Securities Act") or the Securities Exchange Act of 1934 (the "Exchange Act") since January 1, 1999, all in the form so filed (all of the foregoing being collectively referred to as the "SEC Documents"), which are all the documents (other than preliminary materials) that the Company was required to file with the SEC since such date. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and none of the SEC 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 made therein, in light of the circumstances in which they were made, not misleading, except to the extent corrected by a document subsequently filed with the SEC. The financial statements of the CompanyParent, including the notes thereto, included in the SEC Documents (the "Parent Financial Statements") comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles consistently applied (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) and present fairly the consolidated financial position of the Company Parent at the dates thereof and the consolidated results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal recurring audit adjustments). There has been no change in the Company's Parent accounting policies except as described in the notes to the Parent Financial Statements; provided, however, the Parent may have restated or may restate one or more of the Parent Financial Statements to reflect acquisitions entered into subsequent to the respective dates thereof.

SEC Documents; Parent Financial Statements. The Company Parent has ------------------------------------------ furnished or ------------------------------------------ made available to the Investors Company a true and complete copies copy of all reports or registration statements its Registration Statement on Form S-1 dated December 2, 1998 (the "REGISTRATION STATEMENT"), which Parent filed by it under the Securities Act with the U.S. Securities and Exchange Commission (the "SEC") under the Securities Act of 1933 (the "Securities Act") or the Securities Exchange Act of 1934 (the "Exchange Act") since January 1, 1999, all in the form so filed (all of the foregoing being collectively referred to as the "SEC Documents"), which are all the documents (other than preliminary materials) that the Company was required to file with the SEC since such date. As of their respective filing datesits date, the SEC Documents Registration Statement complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and none of the SEC Documents contained 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 in which they were made, not misleading, except to the extent corrected by a document subsequently filed with the SEC. The financial statements of the CompanyParent, including the notes thereto, included in the SEC Documents Registration Statement (the "Financial StatementsPARENT FINANCIAL STATEMENTS") comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles GAAP consistently applied (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q applicable rules and regulations of the SEC) and fairly present fairly the consolidated financial position of the Company Parent at the dates thereof and the consolidated results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal normal, recurring audit adjustments). There has been no change in the Company's Parent accounting policies except as described in the notes to the Parent Financial Statements. Parent has no material obligations other than (i) those set forth in the Parent Financial Statements and (ii) those not required to be set forth in the Parent Financial Statements under generally accepted accounting principles.

SEC Documents; Parent Financial Statements. The Company Parent has ------------------------------------------ furnished or made available filed all SEC Documents required to the Investors true and complete copies of all reports or registration statements be filed by it with the U.S. Securities and Exchange Commission (the "SEC") under the Securities Act of 1933 (the "Securities Act") or the Securities Exchange Act of 1934 (the "Exchange Act") SEC since January 1, 19992000, all in the form so filed (all of the foregoing being collectively referred to as the "SEC Documents"), which are all the documents (other than preliminary materials) that the Company was required to file with the SEC since such datefiled. As of their respective filing dates, the such SEC Documents filed by Parent and all SEC Documents filed after the date hereof but before the Closing complied or, if filed after the date hereof, will comply in all material respects with the requirements of the Securities Act or and the Exchange ActAct and the rules and regulations of the SEC thereunder, as the case may be, and none of the SEC Documents contained or will contain any untrue statement of a material fact or omitted to state or will omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading, except to the extent corrected such SEC Documents have been corrected, updated or superseded by a document subsequently filed with the SECSEC prior to the date of this Agreement. The financial statements of the CompanyParent, including the notes thereto, included in the SEC Documents (the "“Parent Financial Statements"”) comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles GAAP consistently applied (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of under the SECExchange Act) and present fairly the consolidated financial position of the Company Parent at the dates thereof and the consolidated results of its operations and cash flows for the periods then ended (subject, in the case of unaudited financial statements, to normal recurring year-end adjustments), it being understood that such financial statements may be required to be restated from time to time as may be required under applicable pooling of interests accounting rules in connection with past, present or future acquisitions. There has been no change in the Company's Parent’s accounting policies except as described in the notes to the Parent Financial Statements. Except as reflected or reserved against in the Parent Financial Statements, Parent has no material Liabilities, except for Liabilities and obligations (i) incurred in the ordinary course of business after the date of the most recent Parent Financial Statements or (ii) that would not be required to be reflected or reserved against in the balance sheet of Parent prepared in accordance with GAAP.

SEC Documents; Parent Financial Statements. The Company Parent has furnished ------------------------------------------ furnished or made available to the Investors Company true and complete copies of all reports or registration statements filed by it with the U.S. Securities and Exchange Commission (the "SEC") under the Securities Act of 1933 (the "Securities Act") or the Securities Exchange Act of 1934 (the "Exchange Act") since January 1for all periods subsequent to --- December 31, 19991995, all in the form so filed (all of the foregoing being collectively referred to as the "SEC Documents"), which are all the documents (other than preliminary materials) that the Company was required to file with the SEC since such date. As of ------------- their respective filing dates, the SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and none of the SEC 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 made therein, in light of the circumstances in which they were made, not misleading, except to the extent corrected by a document subsequently filed with the SEC. Parent has made all filings required under the rules and regulations promulgated by the SEC. Except for the transactions contemplated hereunder or as set forth in Schedule 3.4, and limited to the Actual Knowledge of the Parent for purposes of Article VIII, Parent has no knowledge of any information not disclosed in the SEC Documents which would be required to be disclosed in a post-effective amendment if the Parent had an effective registration with respect to a continuous offering. The financial statements of the CompanyParent, including the notes thereto, included in the SEC Documents (the "Parent Financial ---------------- Statements") comply as to form in all material respects with ---------- applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles consistently applied (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SECthereto) and present fairly the consolidated financial position of the Company Parent at the dates thereof and the consolidated results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal recurring audit adjustments), which representation and warranty is limited, except to the extent it relates to Parent Intellectual Property, to the Actual Knowledge of the Parent for purposes of Article VIII. There has been no change in the Company's Parent accounting policies except as described in the notes to the Parent Financial Statements.

SEC Documents; Parent Financial Statements. The Company Parent has ------------------------------------------ furnished or made available to the Investors Company true and complete copies of all reports or registration statements filed by it with the U.S. Securities and Exchange Commission (the "SEC") under the Securities Exchange Act of 1933 1934, as amended (the "Securities ActEXCHANGE ACT") or the Securities Exchange Act of 1934 (the "Exchange Act") for all periods since January 1, 19991996, all in the form so filed (all of the foregoing being collectively referred to as the "SEC DocumentsDOCUMENTS"), which are all the documents (other than preliminary materials) that the Company was required to file with the SEC since such date. As of their respective filing dates, the SEC 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 none of the SEC 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 made therein, in light of the circumstances in which they were made, not misleading, except to the extent corrected by a document subsequently filed with the SEC. The financial statements of the CompanyParent, including the notes thereto, included in the SEC Documents (the "Financial StatementsPARENT FINANCIAL STATEMENTS") comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles GAAP consistently applied (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) and present fairly the consolidated financial position of the Company Parent at the dates thereof and the consolidated results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal recurring audit adjustments). There has been no change in the Company's Parent accounting policies except as described in the notes to the Parent Financial Statements.

SEC Documents; Parent Financial Statements. The Company On February 5, 1998, Parent filed with the SEC a registration statement on Form S-1 (Reg. No. 333-45619) and prior to such date Parent was not obligated to and did not file any reports, documents or other information with the SEC under the Securities Act (other than filings or reports required under Regulation D promulgated thereunder) or the Exchange Act. Parent has ------------------------------------------ furnished or made available to the Investors Company true and complete copies of all reports or registration statements SEC Documents filed by it with the U.S. Securities and Exchange Commission (the "SEC") under the Securities Act of 1933 (the "Securities Act") SEC on or the Securities Exchange Act of 1934 (the "Exchange Act") since January 1after February 5, 19991998, all in the form so filed (all of the foregoing being collectively referred to as the "SEC Documents"), which are all the documents (other than preliminary materials) that the Company was required to file with the SEC since such datefiled. As of their respective filing dates, the such SEC Documents filed by Parent and all SEC Documents filed after the date hereof but before the Closing complied or will comply at the time of filing thereof in all material respects with the requirements of the Securities Act or and the Exchange ActAct and the rules and regulations of the SEC thereunder, as the case may be, and none of the SEC Documents contained or will contain 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 made therein, in light of the circumstances in which they were made, not misleading, except to the extent corrected such SEC Documents have been corrected, updated or superseded by a document subsequently filed with the SEC. The financial statements of the CompanyParent, including the notes thereto, included in the SEC Documents (the "Parent Financial Statements") comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles GAAP consistently applied (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of under the SECExchange Act) and present fairly the consolidated financial position of the Company Parent at the dates thereof and the consolidated results of its operations and cash flows for the periods then ended (subject, in the case of unaudited financial statements, to normal recurring year-end adjustments). There has been no change in the CompanyParent's accounting policies except as described in the notes to the Parent Financial Statements or in the SEC Documents. Except as reflected or reserved against in the Parent Financial Statements, Parent has no material Liabilities or other obligations, except for Liabilities and obligations (i) incurred in the ordinary course of business since the date of the most recent Parent Financial Statements or (ii) that would not be required to be reflected or reserved against in the balance sheet of Parent prepared in accordance with GAAP.

SEC Documents; Parent Financial Statements. The Company Parent has ------------------------------------------ furnished or made available to the Investors Company true and complete copies of all reports or registration statements filed by it with the U.S. Securities and Exchange Commission (the "SEC") under the Securities Act of 1933 (the "Securities Act") or the Securities Exchange Act of 1934 (the "Exchange ActEXCHANGE ACT") for all periods since January 1, 19991996, all in the form so filed (all of the foregoing being collectively referred to as the "SEC DocumentsDOCUMENTS"), which are all the documents (other than preliminary materials) that the Company was required to file with the SEC since such date. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the Securities Act of 1933 (the "SECURITIES ACT") or the Exchange Act, as the case may be, and none of the SEC 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 made therein, in light of the circumstances in which they were made, not misleading, except to the extent corrected by a document subsequently filed with the SECSEC and delivered to the Company. The financial statements of the CompanyParent, including the notes thereto, included in the SEC Documents (the "Financial StatementsPARENT FINANCIAL STATEMENTS") comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles GAAP consistently applied (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) and present fairly the consolidated financial position of the Company Parent at the dates thereof and the consolidated results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal and recurring year-end adjustments). There has been no change in the Company's Parent accounting policies except as described in the notes to the Parent Financial Statements. Parent has delivered to the Company a true and complete copy of the press release to be issued by Parent on the date hereof with respect to, among other things, its results of operations for the fiscal quarter ended December 31, 1996.

SEC Documents; Parent Financial Statements. The Company Parent has ------------------------------------------ furnished or ------------------------------------------ made available to the Investors Company true and complete copies of all reports or registration statements filed by it with the U.S. Securities and Exchange Commission (the "SEC") under since June 17, 1999, all in the form so filed (all of the foregoing being collectively referred to as the "SEC Documents"). As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the Securities Act of 1933 (the "Securities Act") or the Securities Exchange Act of 1934 (the "Exchange Act") since January 1, 1999, all in the form so filed (all of the foregoing being collectively referred to as the "SEC Documents"), which are all the documents (other than preliminary materials) that the Company was required to file with the SEC since such date. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and none of the SEC 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 made therein, in light of the circumstances in which they were made, not misleading, in any such case except to the extent corrected by a document subsequently filed with the SEC. The financial statements of the CompanyParent, including the notes thereto, included in the SEC Documents (the "Parent Financial Statements") comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles consistently applied (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) and present fairly the consolidated financial position of the Company Parent at the dates thereof and the consolidated results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal recurring audit adjustments). There As of the date hereof, there has been no change in the Company's Parent accounting policies except as described in the notes to the Parent Financial Statements; provided, however, the Parent may have restated or may restate one or more of the Parent Financial Statements to reflect acquisitions entered into subsequent to the respective dates thereof.

SEC Documents; Parent Financial Statements. The Company Parent has ------------------------------------------ furnished or ------------------------------------------ made available to the Investors Company true and complete copies of all reports or registration statements filed by it with the U.S. Securities and Exchange Commission (the "SEC") under the Securities Act of 1933 (the "Securities Act") or the --- Securities Exchange Act of 1934 (the "Exchange Act") since January 1or the Securities Act ------------ for all periods subsequent to June 9, 19991998, all in the form so filed (all of the foregoing being collectively referred to as the "SEC Documents"), which are all the documents (other than preliminary materials) that the Company was required to file with the SEC since such date. As of their -------------- respective filing dates, the SEC Documents complied in all material respects with the requirements of the Securities Act Exchange Act, or the Exchange Securities Act, as the case may be, and none of the SEC 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 made therein, in light of the circumstances in which they were made, not misleading, except to the extent corrected by a document subsequently filed document with the SEC. The financial statements of the CompanyParent, including the notes thereto, included in the SEC Documents (the "Parent ------- Financial Statements") comply as to form in all material respects with -------------------- applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles GAAP consistently applied (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SECthereto) and present fairly the consolidated financial position of the Company Parent at the dates thereof and the consolidated results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal recurring audit adjustments). There has been no change in the Company's Parent accounting policies except as described in the notes to the Parent Financial Statements.

SEC Documents; Parent Financial Statements. The Company Parent has ------------------------------------------ furnished or ------------------------------------------ made available to the Investors Company true and complete copies of all reports or registration statements filed by it with the U.S. Securities and Exchange Commission (the "SEC") under the Securities Act of 1933 (the "Securities Act") or the Securities Exchange Act of 1934 (the "Exchange Act") SEC since January February 1, 19992000, all in the form so filed (all of the foregoing being collectively referred to as the "Parent SEC Documents"), which are all the documents (other than preliminary materials) that the Company was required to file with the SEC since such date. As of their respective filing dates, the Parent SEC Documents complied in all material respects with the requirements of the Securities Act or the Securities Exchange Act of 1934 (the "Exchange Act, ") as the case may be, and none of the Parent SEC 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 made therein, in light of the circumstances in which they were made, not misleading, except to the extent corrected by a document subsequently filed with the SECSEC prior to the date hereof. The financial statements of the CompanyParent, including the notes thereto, included in the Parent SEC Documents (the "Parent Financial Statements") comply complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles GAAP consistently applied (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) and present fairly the consolidated financial position of the Company Parent and consolidated subsidiaries at the dates thereof and the consolidated results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal recurring audit adjustments). There has been no change The unaudited balance sheet of Parent as of March 31, 2000 set forth in the Company's accounting policies except Parent SEC Documents is hereinafter referred to as described in the notes to the Financial Statements"Parent Balance Sheet."

SEC Documents; Parent Financial Statements. The Parent has delivered to ------------------------------------------ the Company has ------------------------------------------ furnished or made available to the Investors true accurate and complete copies of each report, registration statement and definitive proxy statement (including all reports or registration statements exhibits thereto) filed by it Parent with the U.S. Securities and Exchange Commission (the "SEC") under between January 1, 1996 --- and the Securities Act date of 1933 this Agreement (the "Securities Act") or the Securities Exchange Act of 1934 (the "Exchange Act") since January 1, 1999, all in the form so filed (all of the foregoing being collectively referred to as the "Parent SEC Documents"), which are all the documents (other than preliminary materials) that the Company was required to file with the SEC since such date. As of their -------------------- respective filing dates, the Parent SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and none of the SEC Documents contained 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 in which they were made, not misleading, except to misleading and as of the extent corrected by a document subsequently time such Parent SEC Documents were filed with the SECSEC each complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be. The financial statements of the CompanyParent, including the notes thereto, included in the SEC Documents (the "Parent Financial Statements") --------------------------- comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles consistently applied throughout the periods covered (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SECthereto) and present fairly the consolidated financial position of the Company Parent at the dates thereof and the consolidated results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal recurring audit adjustments). There has The financial statements of Parent included in Parent's press release dated January 28, 1997 have been no change prepared in accordance with generally accepted accounting principles consistently applied throughout the Company's accounting policies periods covered (except as described in that such financial statements exclude financial footnotes) and present fairly the notes consolidated financial position of Parent at the dates thereof and of its operations and for the periods then ended (subject to the Financial Statementsnormal audit adjustments).

SEC Documents; Parent Financial Statements. The Company Parent has ------------------------------------------ furnished or made available to the Investors Company true and complete copies of all reports or registration statements filed by it with the U.S. Securities and Exchange Commission (the "SEC") under for the two (2) years prior to the date hereof, all in the form so filed, including the exhibits thereto (all of the foregoing being collectively referred to as the "SEC Documents"). As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the Securities Act of 1933 (the "Securities Act") or the Securities Exchange Act of 1934 (the "Exchange Act") since January 1, 1999, all in the form so filed (all of the foregoing being collectively referred to as the "SEC Documents"), which are all the documents (other than preliminary materials) that the Company was required to file with the SEC since such date. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and none of the SEC 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 made therein, in light of the circumstances in which they were made, not misleading, except to the extent corrected by a document subsequently filed with the SEC. The financial statements of the CompanyParent, including the notes thereto, included in the SEC Documents (the "Parent Financial Statements") comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles consistently applied (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) and present fairly the consolidated financial position of the Company Parent at the dates thereof and the consolidated results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal recurring audit adjustments). There has been no change in the Company's Parent accounting policies except as described in the notes to the Parent Financial Statements; provided, however, the Parent may have restated or may restate one or more of the Parent Financial Statements to reflect acquisitions entered into subsequent to the respective dates thereof. Except for those liabilities that are reflected or reserved against on the balance sheet filed with Parent's Form 10-K filed June 11, 2001, Parent has no outstanding liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due), except for liabilities and obligations, which have been incurred since the date of such balance sheet in the ordinary course of business. Since the date of the balance sheet filed with Parent's Form 10-K filed June 11, 2001, Parent has conducted its business only in the ordinary course and in a manner consistent with past practice.

SEC Documents; Parent Financial Statements. The Company Parent has ------------------------------------------ furnished or ------------------------------------------ made available to the Investors Company true and complete copies of all reports or registration statements filed by it with the U.S. Securities and Exchange Commission (the "SEC") under the Securities Act of 1933 1933, as amended (the "Securities Act") or --- and the Securities Exchange Act of 1934 1934, as amended (the "Exchange Act") since January 1), for ------------ all periods subsequent to June 24, 1999, all in the form so filed (all of the foregoing being collectively referred to as the "SEC Documents"), which are all the documents (other than preliminary materials) that the Company was required to file with the SEC since such date. As of their ------------- respective filing dates, the SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may beapplicable, and none of the SEC Documents filed under the Exchange Act 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 made therein, in light of the circumstances in which they were made, not misleading, except to the extent corrected by a document subsequently filed document with the SEC. None of the SEC Documents filed under the Securities Act contained an untrue statement of material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading at the time such SEC documents became effective under the Securities Act. The financial statements of the CompanyParent, including the notes thereto, included in the SEC Documents (the "Parent ------ Financial Statements") comply as to form in all material respects with -------------------- applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles consistently applied (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SECthereto) and present fairly the consolidated financial position of the Company Parent at the dates thereof and the consolidated results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal recurring audit adjustments). There has been no change in the Company's accounting policies except as described in the notes to the Financial Statements.

SEC Documents; Parent Financial Statements. The Company Parent has ------------------------------------------ furnished or made available to the Investors stockholders of Company true and complete copies of all reports or reports, registration statements and definitive proxy statements filed by it (together with any amendments required to be made with respect thereto) with the U.S. Securities and Exchange Commission (the "SEC") SEC under the Securities Act of 1933 1933, as amended (the "Securities Act") or the and under Securities Exchange Act of 1934 1934, as amended (the "Exchange Act") since January 1subsequent to December 31, 19991996, all in the form so filed (all of the foregoing together with all exhibits and schedules thereto and documents incorporated by reference therein being collectively referred to as the "SEC Documents"), which are all the documents (other than preliminary materials) that the Company was required to file with the SEC since such date. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange ActAct as applicable and the rules and regulations of the SEC promulgated thereunder, as and, to the case may beknowledge of Parent, and none of the SEC 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 made therein, in light of the circumstances in which they were made, not misleading, except to the extent corrected by a document subsequently filed document with the SEC. The SEC Documents constitute all reports, registration statements, proxy statements and other filings required to be made by Parent pursuant to the Securities Act and the Exchange Act. All material contracts and other documents of Parent and its subsidiaries required to be filed as exhibits to the SEC Documents have been filed as required. The financial statements of the CompanyParent, including the notes thereto, included in the SEC Documents (the "Parent Financial Statements") comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles GAAP consistently applied (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SECthereto) and present fairly in all material respects the consolidated financial position of the Company Parent at the dates thereof and the consolidated results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal recurring adjustmentsaudit adjustments which will not be material in amount or significance). There has been no change in the Company's Parent accounting policies except as described in the notes to the Parent Financial Statements.

SEC Documents; Parent Financial Statements. The Company Parent has ------------------------------------------ furnished or made available to the Investors Company true and complete copies of all reports or registration statements SEC Documents filed by it with the U.S. Securities and Exchange Commission (the "SEC") under the Securities Act of 1933 (the "Securities Act") or the Securities Exchange Act of 1934 (the "Exchange Act") SEC since January 1April 16, 19991998, all in the form so filed (all of the foregoing being collectively referred to as the "SEC Documents"), which are all the documents (other than preliminary materials) that the Company was required to file with the SEC since such datefiled. As of their respective filing dates, the such SEC Documents filed by Parent and all SEC Documents filed after the date hereof but before the Closing complied or will comply in all material respects with the requirements of the Securities Act or and the Exchange ActAct and the rules and regulations of the SEC thereunder, as the case may be, and none of the SEC Documents contained or will contain 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 made therein, in light of the circumstances in which they were made, not misleading, except to the extent corrected such SEC Documents have been corrected, updated or superseded by a document subsequently filed with the SEC. The financial statements of the CompanyParent, including the notes thereto, included in the SEC Documents (the "Parent Financial Statements") comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles GAAP consistently applied (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of under the SECExchange Act) and present fairly the consolidated financial position of the Company Parent at the dates thereof and the consolidated results of its operations and cash flows for the periods then ended (subject, in the case of unaudited financial statements, to normal recurring year-end adjustments). There has been no change in the CompanyParent's accounting policies except as described in the notes to the Parent Financial Statements. Except as reflected or reserved against in the balance sheet included in Parent's Annual Report on Form 10-K for the period ended December 31, 1998, Parent has no material Liabilities or other obligations, except for Liabilities and obligations (i) incurred in the ordinary course of business since the date of the most recent Parent Financial Statements or (ii) that would not be required to be reflected or reserved against in the balance sheet of Parent prepared in accordance with GAAP.

SEC Documents; Parent Financial Statements. The Company Parent has ------------------------------------------ furnished or ------------------------------------------ made available to the Investors Company true and complete copies of all reports or registration statements filed by it with the U.S. Securities and Exchange Commission (the "SEC") under the Securities Act of 1933 (the "Securities Act") or the Securities Exchange Act of 1934 (the "Exchange Act") since January 1SEC")for all periods subsequent to March 31, 19991998, all in the --- form so filed (all of the foregoing being collectively referred to as the "SEC --- Documents"), which are all the documents (other than preliminary materials) that the Company was required to file with the SEC since such date. As of their respective filing dates, the SEC Documents complied in --------- all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and none of the SEC 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 made therein, in light of the circumstances in which they were made, therein not misleading, except to the extent corrected by a document subsequently filed document with the SEC. The financial statements of the CompanyParent, including the notes thereto, included in the SEC Documents (the "Parent ------ Financial Statements") comply as to form in all material respects with -------------------- applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles consistently applied (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SECthereto) and present fairly the consolidated financial position of the Company Parent at the dates thereof and the consolidated results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal recurring audit adjustments). There has been no change in the Company's accounting policies except as described in the notes to the Financial Statements.

SEC Documents; Parent Financial Statements. The Company has ------------------------------------------ furnished or made available to the Investors A true and complete copies copy of all reports or each annual, quarterly, current and other report, registration statements statement, and definitive proxy statement filed by it Parent with the U.S. Securities and Exchange Commission (the "SEC") under the Securities Act of 1933 (the "Securities Act") or the Securities Exchange Act of 1934 (the "Exchange Act") SEC since January 1, 1999, all in 2009 and prior to the form so filed date hereof (all of the foregoing being collectively referred to as the "“Parent SEC Documents")”) is available on the Web site maintained by the SEC at xxxx://xxx.xxx.xxx, which are all the documents (other than preliminary materials) that portions in respect of which confidential treatment was granted by the Company was required to file with the SEC since such dateSEC. As of their respective filing datesdates (or, in the case of amended filings, on the date of such amendment), the Parent SEC Documents complied in all material respects with the requirements of the Securities Act or and the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Documents, and none of the Parent SEC Documents contained on their filing dates 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 made therein, in light of the circumstances in under which they were made, not misleading, except to the extent corrected by a document subsequently filed with the SECParent SEC Document. The financial statements of the Company, including the notes thereto, Parent included in the Parent SEC Documents (the "“Parent Financial Statements"”) comply complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with generally accepted accounting principles consistently GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto thereto, except in the case of pro forma statements, or, in the case of unaudited financial statements, except as permitted under Form 10-Q under the Exchange Act) and fairly presented the consolidated financial position of Parent and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of Parent’s operations and cash flows for the periods indicated (subject to, in the case of unaudited statements, as permitted by Form 10normal and recurring year-Q of the SEC) and present fairly the consolidated financial position of the Company at the dates thereof and the consolidated results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal recurring end audit adjustments). There has been no change in the Company's accounting policies except as described in the notes to the Financial Statements.

SEC Documents; Parent Financial Statements. The Company has ------------------------------------------ furnished or made available to the Investors true and complete copies of Parent filed all reports ------------------------------------------ or registration statements filed by it with the U.S. Securities and Exchange Commission (the "SEC") required to be filed by it under the Securities Act of 1933 (the "Securities Act") or the Securities Exchange Act of 1934 1934, as --- amended (the "Exchange Act") since ), for all periods subsequent to January 1, 1999, all in the form so filed (all 1999(all ------------ of the foregoing being collectively referred to as the "SEC Documents"), which are all the documents (other than preliminary materials) that . Parent ------------- has furnished or made available to the Company was required to file with true and complete copies of all such SEC Documents, all in the SEC since such dateform so filed. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and none of the SEC 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 made therein, in light of the circumstances in which they were made, not misleading, except to the extent corrected by a document subsequently filed document with the SEC. The financial statements of the CompanyParent, including the notes thereto, included in the SEC Documents (the "Parent Financial Statements") comply as to form in all material respects --------------------------- with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles consistently applied (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SECthereto) and present fairly in all material respects the consolidated financial position of the Company Parent at the dates thereof and the consolidated results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal recurring audit adjustments). There has been no change in the Company's accounting policies except as described in the notes to the Financial Statements.

SEC Documents; Parent Financial Statements. The Company Parent has filed or ------------------------------------------ prior to the Closing Date will file with the SEC all documents required to be filed with the SEC and has furnished or made available to the Investors Company and the Principal Shareholders true and complete copies of all reports or registration statements SEC documents filed by it with the U.S. Securities and Exchange Commission SEC since February 11, 1999 (the "SEC") under the Securities Act of 1933 (the "Securities Act") or the Securities Exchange Act of 1934 (the "Exchange Act") since January 1, 1999, all in the form so filed (all of the foregoing being collectively referred to as the "SEC Documents"), which are all in the documents (other than preliminary materials) that the Company was required to file with the SEC since such dateform so filed. As of their respective filing dates, the such SEC Documents filed by the Parent and all SEC Documents filed after the date hereof but before the Closing complied or will comply in all material respects with the requirements of the Securities Act or and the Exchange ActAct and the rules and regulations of the SEC thereunder, as the case may be, and to the knowledge of the Parent, none of the SEC Documents contained or will contain 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 made therein, in light of the circumstances in which they were made, not misleading, except to the extent corrected such SEC Documents have been corrected, updated or superseded by a document subsequently filed with the SEC. The financial statements of the CompanyParent, including the notes thereto, included in the SEC Documents (the "Parent Financial Statements") comply as to form in all material materials respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles GAAP consistently applied (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SECthereto) and present fairly the consolidated financial position of the Company Parent at the dates thereof and the consolidated results of its operations and cash flows for the periods then ended (subject, in the case of unaudited financial statements, to normal recurring year-end adjustments). There has been no change in the CompanyParent's accounting policies except as described in the notes to the Parent Financial Statements. Except as reflected or reserved against in the Parent Financial Statements, the Parent has no material liabilities or other obligations, except for liabilities and obligations (i) incurred in the ordinary course of business or (ii) that would not be required to be reflected or reserved against in the balance sheet of the Parent prepared in accordance with GAAP.

SEC Documents; Parent Financial Statements. The Company Parent has ------------------------------------------ furnished or made available to the Investors Companies true and complete copies of all reports or registration statements SEC Documents filed by it or its predecessors with the U.S. Securities and Exchange Commission (the "SEC") under the Securities Act of 1933 (the "Securities Act") or the Securities Exchange Act of 1934 (the "Exchange Act") since January 1, 1999, all in the form so filed (all of the foregoing being collectively referred to as the "SEC Documents"), which are all the documents (other than preliminary materials) that the Company was required to file with the SEC since such datefiled. As of their respective filing dates, the such SEC Documents filed by Parent and all SEC Documents filed after the date hereof but before the Closing complied or, if filed after the date hereof, will comply in all material respects with the requirements of the Securities Act or and the Exchange ActAct and the rules and regulations of the SEC thereunder, as the case may be, and none of the SEC Documents contained or will contain 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 made therein, in light of the circumstances in which they were made, not misleading, except to the extent corrected such SEC Documents have been corrected, updated or superseded by a document subsequently filed with the SEC. The financial statements of the CompanyParent, including the notes thereto, included in the SEC Documents thereto (the "“Parent Financial Statements"”) comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles GAAP consistently applied (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SECthereto) and present fairly the consolidated financial position of the Company Parent at the dates thereof and the consolidated results of its operations and cash flows for the periods then ended (subjectended, in the case of unaudited statements, it being understood that such financial statements may be required to normal recurring adjustments). There has been no change in the Company's accounting policies except as described in the notes be restated from time to the Financial Statementstime.

SEC Documents; Parent Financial Statements. The Parent has furnished the Company has ------------------------------------------ furnished or made available to the Investors with a true and complete copies copy of all reports or registration statements filed by it its filings with the U.S. Securities SEC of the following: (i) its report on Form 10-K for the year ended December 31, 1998, (ii) its reports on Form 10-Q for the quarters ended March 31, 1999 and Exchange Commission (the "SEC") under the Securities Act of 1933 (the "Securities Act") or the Securities Exchange Act of 1934 (the "Exchange Act") since January 1June 30, 1999, (iii) its Annual Report to its stockholders covering the fiscal year 40 ended December 31, 1998, and (iv) its Proxy Statement to its stockholders for its 1999 annual meeting and will furnish the Company with a true and complete copy of all in filings with the form so filed SEC made prior to the Effective Time (all of the foregoing being collectively referred to as collectively, the "SEC Documents"). The SEC Documents contain an unaudited consolidated balance sheet as of December 31, which are all 1998 (the documents (other than preliminary materials) that the Company was required to file with the SEC since such date"Parent Balance Sheet"). As of their respective filing dates, the SEC Documents complied complied, or as of any respective future filing date will comply, in all material respects with the requirements of the 1933 Act and the Securities Exchange Act or the Exchange Actof 1934, as the case may beamended, as applicable and none of the SEC Documents contained contained, or as of any respective future filing date will contain, 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 made therein, in light of the circumstances in which they were made, not misleading, except to the extent corrected by a document subsequently filed document with the SEC. The financial statements of the CompanyParent, including the notes thereto, included in the SEC Documents (the "Financial Statements") comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles consistently applied (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SECthereto) and present fairly the consolidated financial position of the Company Parent at the respective dates thereof and the consolidated results of its operations and cash flows for the respective periods then ended (subject, in the case of unaudited statements, to normal recurring audit adjustments). There has been no change in the Company's accounting policies except as described in the notes to the Financial Statements.

SEC Documents; Parent Financial Statements. The Company Parent has ------------------------------------------ furnished or ------------------------------------------ made available to the Investors Company true and complete copies of all reports or registration statements filed by it with the U.S. Securities and Exchange Commission (the "SEC") SEC under the Securities Act of 1933 1933, as amended (the "Securities Act") or ), and the Securities Exchange Act of 1934 1934, as amended (the "Exchange Act") since January 1), for all periods subsequent to June 24, 1999, all in the form so filed (all of the foregoing being collectively referred to as the "SEC Documents"), which are all the documents (other than preliminary materials) that the Company was required to file with the SEC since such date. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may beapplicable, and none of the SEC Documents filed under the Exchange Act 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 made therein, in light of the circumstances in which they were made, not misleading, except to the extent corrected by a document subsequently filed document with the SECSEC and copies of such documents have been made available to the Company or counsel for the Company. None of the SEC Documents filed under the Securities Act contained an untrue statement of material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading at the time such SEC documents became effective under the Securities Act. The financial statements of the CompanyParent, including the notes thereto, included in the SEC Documents (the "Parent Financial Statements") comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles GAAP consistently applied (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SECthereto) and present fairly the consolidated financial position of the Company Parent at the dates thereof and the consolidated results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal recurring audit adjustments). There has been no change in the Company's accounting policies except as described in the notes to the Financial Statements.

SEC Documents; Parent Financial Statements. The Company Parent has ------------------------------------------ furnished or made available to the Investors Company true and complete copies of all reports or registration statements filed by it with the U.S. Securities and Exchange Commission (the "SEC") under the Securities Act of 1933 (the "Securities Act") or the Securities Exchange Act of 1934 1934, as amended (the "Exchange Act") for all periods since January November 1, 19991996, all in the form so filed (all of the foregoing being collectively referred to as the "SEC Documents"), which are all the documents (other than preliminary materials) that the Company was required to file with the SEC since such date. As of their respective filing dates, the SEC 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 none of the SEC 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 made therein, in light of the circumstances in which they were made, not misleading, except to the extent corrected by a document subsequently filed with the SEC. The financial statements of the CompanyParent, including the notes thereto, included in the SEC Documents (the "Parent Financial Statements") comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles GAAP consistently applied (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) and present fairly the consolidated financial position of the Company Parent at the dates thereof and the consolidated results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal recurring audit adjustments). There has been no change in the Company's Parent accounting policies except as described in the notes to the Parent Financial Statements.

SEC Documents; Parent Financial Statements. The Company Parent has ------------------------------------------ furnished or made available to the Investors Company true and complete copies of all reports or registration statements SEC Documents filed by it or its predecessors with the U.S. Securities and Exchange Commission (the "SEC") under the Securities Act of 1933 (the "Securities Act") or the Securities Exchange Act of 1934 (the "Exchange Act") since January 1, 1999, all in the form so filed (all of the foregoing being collectively referred to as the "SEC Documents"), which are all the documents (other than preliminary materials) that the Company was required to file with the SEC since such datefiled. As of their respective filing dates, the such SEC Documents filed by Parent and all SEC Documents filed after the date hereof but before the Closing complied or, if filed after the date hereof, will comply in all material respects with the requirements of the Securities Act or and the Exchange ActAct and the rules and regulations of the SEC thereunder, as the case may be, and none of the SEC Documents contained or will contain 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 made therein, in light of the circumstances in which they were made, not misleading, except to the extent corrected such SEC Documents have been corrected, updated or superseded by a document subsequently filed with the SEC. The financial statements of the CompanyParent, including the notes thereto, included in Parent’s Annual Report on Form 10-K filed with the SEC Documents on March 14, 2016 (the "“Parent Financial Statements"”) comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles GAAP consistently applied (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SECthereto) and present fairly the consolidated financial position of the Company Parent at the dates thereof and the consolidated results of its operations and cash flows for the periods then ended (subjectended, in the case of unaudited statements, it being understood that such financial statements may be required to normal recurring adjustments). There has been no change in the Company's accounting policies except as described in the notes be restated from time to the Financial Statementstime.

SEC Documents; Parent Financial Statements. The Company Parent has ------------------------------------------ furnished or made available to the Investors true Company via EDGAX x xrue and complete copies copy of all reports or registration statements each annual, quarterly and other report, (without exhibits) and definitive information statement required to be filed by it with the U.S. Securities and Exchange Commission (the "SEC") under the Securities Act of 1933 (the "Securities Act") or the Securities Exchange Act of 1934 (the "Exchange Act") since January 1, 1999, all in the form so filed (all of the foregoing being collectively referred to as the "SEC Documents"), which are all the documents (other than preliminary materials) that the Company was required to file Parent with the SEC since such dateAugust 31, 2000 (the "PARENT SEC DOCUMENTS"). As of their respective filing dates, the Parent SEC Documents complied in all material respects with the requirements of the Securities Exchange Act or the Exchange Actof 1934, as amended (the case may be"EXCHANGE ACT") and the Securities and Exchange Act of 1933, as amended (the "SECURITIES ACT"), and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Documents, and none of the Parent SEC Documents contained on their filing dates 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 made therein, in light of the circumstances in under which they were made, not misleading, except to the extent corrected by a document subsequently filed with the SECParent SEC Document. The financial statements of the Company, including the notes thereto, Parent included in the Parent SEC Documents (the "Financial Statements") comply complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with generally accepted accounting principles consistently applied GAAP (except as may be indicated in the notes thereto or, in the case of unaudited financial statements, as permitted by under Form 10-Q of QSB under the SECExchange Act) and fairly present fairly in all material respects the consolidated financial position of Parent and its consolidated subsidiaries as of the Company at the respective dates thereof and the consolidated results of its Parent's operations and cash flows for the periods then ended indicated (subjectsubject to, in the case of unaudited statements, to normal and recurring year-end audit adjustments). There has been no change in The Company's annual report on form 10-KSB for the fiscal year ended August 31, 2000, the Company's accounting policies except quarterly report on form 10-QSB for the quarter ended February 28, 2001 and the Company's information statement on Schedule 14(c) dated April 26, 2001 are attached here to as described in the notes to the Financial StatementsExhibits 5.29(a), 5.29(b) and 5.29(c), respectively.

SEC Documents; Parent Financial Statements. The Parent has furnished the Company has ------------------------------------------ furnished or made available to the Investors with a true and complete copies copy of all reports or registration statements the following documents (collectively, the "SEC Documents"): (i) Form S-1/A, filed by it with the U.S. Securities and Exchange Commission (the "SEC") under the Securities Act of 1933 on October 22 1996; (the "Securities Act"ii) or the Securities Exchange Act of 1934 (the "Exchange Act") since January 1Form 424B4, 1999, all in the form so filed (all of the foregoing being collectively referred to as the "SEC Documents"), which are all the documents (other than preliminary materials) that the Company was required to file with the SEC since such dateon October 23, 1996; (iii) Form 10-Q, filed with the SEC on November 12, 1996; (iv) Form S-8, filed with the SEC on January 21, 1997; and (v) Form 10-K, filed with the SEC on March 31, 1997. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act of 1934, as amended or the Securities Act or the Exchange Actof 1933, as amended (the case may be"Act") when filed, and none of the SEC 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 made therein, in light of the circumstances in which they were made, not misleading, except to the extent corrected by a document subsequently filed with the SECSEC Document. The financial statements of the CompanyParent, including the notes thereto, included in the SEC Documents (the "Parent Financial Statements") are complete and correct in all material respects, comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and have been prepared in accordance with generally accepted accounting principles consistently applied on a basis consistent throughout the periods indicated and consistent with each other (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) and ). The Parent Financial Statements fairly present fairly the consolidated financial position condition and operating results of the Company Parent at the dates thereof and the consolidated results of its operations and cash flows for during the periods then ended indicated therein (subject, in the case of unaudited statements, to normal recurring normal, year-end adjustments, which will not be material in the aggregate). There has been no change in the Company's Parent accounting policies except as described in the notes to the Parent Financial Statements. Parent has no material obligations other than (i) those set forth in the Parent Financial Statements and (ii) those not required to be set forth in the Parent Financial Statements under generally accepted accounting principles.

SEC Documents; Parent Financial Statements. The Company Parent has ------------------------------------------ furnished or made available the Company, and will furnish the Company Shareholders prior to the Investors Closing, with a true and complete copies copy of all reports or registration statements filed by it the following filings with the U.S. Securities and Exchange Commission (the "SEC"): (i) under its Annual Report to its shareholders covering the Securities Act of 1933 (the "Securities Act") or the Securities Exchange Act of 1934 (the "Exchange Act") since January 1fiscal year ended December 31, 1999, all in (ii) its Proxy Statement to its shareholders for its 2000 annual meeting and (iii) its quarterly reports on Form 10-Q for the form so filed quarters ended June 30, and September 30, 2000 (all of the foregoing being collectively referred to as the "SEC Documents"), which are all the documents (other than preliminary materials) that the Company was required to file with the SEC since such date. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the Securities Act or of 1933, as amended (the "Securities Act") and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as the case may be, applicable and none of the SEC 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 made therein, in light of the circumstances in which they were made, not misleading, except to the extent corrected by a document subsequently filed document with the SEC. The financial statements of the CompanyParent, including the notes thereto, included in the SEC Documents (the "Parent Financial Statements") comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles consistently applied (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SECthereto) and present fairly the consolidated financial position of the Company Parent at the dates thereof and the consolidated results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal recurring audit adjustments). There has been no change in the Company's accounting policies except as described in the notes to the Financial Statements.

SEC Documents; Parent Financial Statements. The Parent has furnished the Company has ------------------------------------------ furnished or made available to the Investors with a true and complete copies of all reports or registration statements filed by it its filings with the U.S. Securities and Exchange Commission (the "SEC") under of (i) its final prospectus dated December 14, 1995 relating to its initial public offering, (ii) its report on Form 10-K for the Securities Act fiscal year ended November 30, 1995, (iii) its Annual Report to its stockholders for the fiscal year ended November 30, 1995, (iv) its Proxy Statement to its stockholders dated April 5, 1996, (v) its report on Form 10-Q for the fiscal quarter ended February 29, 1996, (vi) its report of 1933 Form 10-Q for the fiscal quarter ended May 31, 1996, and (the "Securities Act"vii) or the Securities Exchange Act of 1934 its final prospectus dated June 21, 1996 relating to its secondary public offering (the "Exchange Act") since January 1collectively, 1999, all in the form so filed (all of the foregoing being collectively referred to as the "SEC Documents"), which are all the documents (other than preliminary materials) that the Company was required to file with the SEC since such date. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Actof 1933, as amended (the case may be"1933 Act"), and the Securities Exchange Act of 1934, as amended, as applicable and none of the SEC 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 made therein, in light of the circumstances in which they were made, not misleading, except to the extent corrected by a document subsequently filed with the SEC. No event, condition or occurrence has occurred since the date of the most recent SEC Document which has had a material adverse effect on Parent. The financial statements of the CompanyParent, including the notes thereto, included in the SEC Documents (the "Parent Financial Statements") comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles consistently applied (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SECthereto) and present fairly the consolidated financial position of the Company Parent at the dates thereof and the consolidated results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal recurring audit adjustments). There has been no change in the Company's accounting policies except as described in the notes to the Financial Statements.

SEC Documents; Parent Financial Statements. The Company has ------------------------------------------ furnished or made available to the Investors A true and complete copies copy of all reports or each annual, quarterly and other report, proxy statement and registration statements statement filed by it Buyer with the U.S. Securities and Exchange Commission (the "“SEC") under the Securities Act of 1933 (the "Securities Act") or the Securities Exchange Act of 1934 (the "Exchange Act"”) since January 1, 1999, all in 2008 (the form so filed (all of the foregoing being collectively referred to as the "“SEC Documents")”) is available on the website maintained by the SEC at xxx.xxx.xxx. Since January 1, which are 2008, Buyer has in all the documents (other than preliminary materials) that the Company was required to file material respects filed with the SEC since such dateall reports and proxy statements required to be filed by it pursuant to the Securities Act and the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder. As of their respective filing dates, (and if amended or superseded by a filing prior to the date of this Agreement, the date of such filing) the SEC Documents complied in all material respects with the requirements of the Securities Act or and the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents contained on their filing dates 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 made therein, in light of the circumstances in under which they were made, not misleading, except to the extent corrected superseded by a document subsequently filed with SEC Document filed prior to the SECdate of this Agreement. The consolidated financial statements of the Company, including the notes thereto, Buyer included in the SEC Documents (the "Financial Statements") comply complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with generally accepted accounting principles consistently GAAP applied on a consistent basis throughout the periods indicated and consistent with each other (except as may be indicated in the notes thereto thereto, except in the case of pro forma statements, or, in the case of unaudited financial statements, except as permitted under Form 10-Q under the Exchange Act) and fairly presented the consolidated financial position of the Buyer and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of the Buyer’s operations and cash flows for the periods indicated (subject to, in the case of unaudited statements, as permitted by Form 10-Q normal and recurring year end audit adjustments). Buyer does not intend to correct or restate any aspect of, nor is there any basis for any correction or restatement of the SEC) and present fairly in any material respect the consolidated financial position statements of the Company at the dates thereof and the consolidated results of its operations and cash flows for the periods then ended (subject, Buyer included in the case of unaudited statements, to normal recurring adjustments). There has been no change in the Company's accounting policies except as described in the notes to the Financial StatementsSEC Documents.

SEC Documents; Parent Financial Statements. The Company Parent has ------------------------------------------ furnished or made available to the Investors true and complete copies of all reports or Company each statement, report, registration statements filed by it statement (with the U.S. Securities and Exchange Commission (the "SEC") under the Securities Act of 1933 (the "Securities Act") or the Securities Exchange Act of 1934 (the "Exchange Act") since January 1, 1999, all prospectus in the form so filed (all pursuant to Rule 424(b) of the foregoing being collectively referred to as the "SEC Documents"Securities Act), which are all the documents (definitive proxy statement and other than preliminary materials) that the Company was required to file filing filed with the SEC by Parent since such dateApril 30, 2004 (collectively, the “Parent SEC Documents”). In addition, Parent has made available to the Company all exhibits (subject to redaction) to the Parent SEC Documents filed prior to the date hereof. As of their respective filing datesdates (or if amended or supplemented by a filing, then on the date of such subsequent filing), the Parent SEC Documents complied in all material respects with the requirements of the Exchange Act and the Securities Act or the Exchange Act, as the case may be, and none of the Parent SEC 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 made therein, in light of the circumstances in under which they were made, not misleading, except to the extent corrected by a document subsequently filed with the SEC. The financial statements of the CompanyParent, including the related notes thereto, included in the Parent SEC Documents (the "“Parent Financial Statements"”) comply complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been thereto as of their respective dates and were prepared in accordance with generally accepted accounting principles consistently GAAP applied on a basis consistent throughout the periods indicated (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by the SEC on Form 10-Q of Q, 8-K or any successor form under the SEC) and Exchange Act). The Parent Financial Statements fairly present fairly in all material respects the consolidated financial position condition and operating results of the Company Parent and its subsidiaries at the dates thereof and the consolidated results of its operations and cash flows for during the periods then ended indicated therein (subject, in the case of except that unaudited statements, statements may not contain footnotes and were or are subject to normal and recurring year-end adjustments). There has been no change in the Company's accounting policies except as described in the notes to the Financial Statements.

SEC Documents; Parent Financial Statements. The Parent has furnished the ------------------------------------------ Company has ------------------------------------------ furnished or made available to the Investors with a true and complete copies of all reports or registration statements filed by it with the U.S. Securities and Exchange Commission (the "SEC") under the Securities Act of 1933 (the "Securities Act") or the Securities Exchange Act of 1934 (the "Exchange Act") since January 1, 1999, all in the form so filed (all copy of the foregoing being collectively referred to as following documents (collectively, the "SEC Documents")): (i) Form S-1/A, which are all the documents (other than preliminary materials) that the Company was required to file filed with the SEC since such dateon May 4, 1999; (ii) Form 424B4, filed with the SEC on May 5, 1999; and (iii) Form S-8, filed with the SEC on May 14, 1999. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act of 1934, as amended or the Securities Act or the Exchange Actof 1933, as amended (the case may be"Act") when filed, and none of the SEC 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 made therein, in light of the circumstances in which they were made, not misleading, except to the extent corrected by a document subsequently filed with the SECSEC Document. The financial statements of the CompanyParent, including the notes thereto, included in the SEC Documents (the "Parent Financial Statements") are complete and correct in all material respects, comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and have been prepared in accordance with U.S. generally accepted accounting principles consistently applied on a basis consistent throughout the periods indicated and consistent with each other (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) and ). The Parent Financial Statements fairly present fairly the consolidated financial position condition and operating results of the Company Parent at the dates thereof and the consolidated results of its operations and cash flows for during the periods then ended indicated therein (subject, in the case of unaudited statements, to normal recurring normal, year-end adjustments, which will not be material in the aggregate). There has been no change in the Company's Parent accounting policies except as described in the notes to the Parent Financial Statements.

SEC Documents; Parent Financial Statements. The Company Parent has ------------------------------------------ furnished or made available to the Investors Company true and complete copies of all reports or registration statements SEC Documents filed by it or its predecessors with the U.S. Securities and Exchange Commission (the "SEC") under the Securities Act of 1933 (the "Securities Act") or the Securities Exchange Act of 1934 (the "Exchange Act") SEC since January 1December 31, 19992006, all in the form so filed (all of the foregoing being collectively referred to as the "SEC Documents"), which are all the documents (other than preliminary materials) that the Company was required to file with the SEC since such datefiled. As of their respective filing dates, the such SEC Documents filed by Parent and all SEC Documents filed after the date hereof but before the Closing complied or, if filed after the date hereof, will comply in all material respects with the requirements of the Securities Act or and the Exchange ActAct and the rules and regulations of the SEC thereunder, as the case may be, and none of the SEC Documents contained or will contain 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 made therein, in light of the circumstances in which they were made, not misleading, except to the extent corrected such SEC Documents have been corrected, updated or superseded by a document subsequently filed with the SEC. The financial statements of the CompanyParent, including the notes thereto, included in Parent’s Annual Report on Form 10-K filed with the SEC Documents on March 31, 2009 and Parent’s Quarterly report on Form 10-Q filed with the SEC on August 18, 2009 (the "“Parent Financial Statements"”) comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles GAAP consistently applied (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of under the SECExchange Act) and present fairly the consolidated financial position of the Company Parent at the dates thereof and the consolidated results of its operations and cash flows for the periods then ended (subject, in the case of unaudited financial statements, to normal recurring year-end adjustments). There has been no change in the Company's accounting policies except as described in the notes , it being understood that such financial statements may be required to the Financial Statementsbe restated from time to time.

SEC Documents; Parent Financial Statements. The Company Parent has ------------------------------------------ furnished or made available to the Investors Company true and complete copies of all reports or registration statements filed by it with the U.S. Securities and Exchange Commission (the "SEC") under for the three (3) years prior to the date hereof, all in the form so filed, including the exhibits thereto (all of the foregoing being collectively referred to as the "SEC Documents"). As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the Securities Act of 1933 (the "Securities Act") or the Securities Exchange Act of 1934 (the "Exchange Act") since January 1, 1999, all in the form so filed (all of the foregoing being collectively referred to as the "SEC Documents"), which are all the documents (other than preliminary materials) that the Company was required to file with the SEC since such date. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and none of the SEC 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 made therein, in light of the circumstances in which they were made, not misleading, except to the extent corrected by a document subsequently filed with the SEC. The financial statements of the CompanyParent, including the notes thereto, included in the SEC Documents (the "Parent Financial Statements") comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles consistently applied (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) and present fairly the consolidated financial position of the Company Parent at the dates thereof and the consolidated results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal recurring audit adjustments). There has been no change in the Company's Parent accounting policies except as described in the notes to the Parent Financial Statements; provided, however, the Parent may have restated or may restate one or more of the Parent Financial Statements to reflect acquisitions entered into subsequent to the respective dates thereof.

SEC Documents; Parent Financial Statements. The Company has ------------------------------------------ furnished or made available to the Investors A true and complete copies copy of all reports or each annual, quarterly and other report, registration statements statement, and definitive proxy statement filed by it Parent with the U.S. Securities and Exchange Commission (the "SEC") under the Securities Act of 1933 since June 30, 2000 (the "Securities ActPARENT SEC DOCUMENTS") or is available on the Securities Exchange Act of 1934 (the "Exchange Act") since January 1, 1999, all in the form so filed (all of the foregoing being collectively referred to as the "SEC Documents"), which are all the documents (other than preliminary materials) that the Company was required to file with web site maintained by the SEC since such dateat http://www.sec.gov. As of their respective filing dates, the SEC Documents complied Parent SEX Xxxxxxxxx xxxxxxed in all material respects with the requirements of the Securities Act or of 1933, as amended (the "SECURITIES ACT"), and the Securities Exchange ActAct of 1934, as amended (the "EXCHANGE ACT"), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Documents, and none of the Parent SEC Documents contained on their respective filing dates 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 made therein, in light of the circumstances in under which they were made, not misleading, except to the extent corrected by a document subsequently filed with the SECParent SEC Document. The financial statements of the Company, including the notes thereto, Parent included in the Parent SEC Documents (the "Financial StatementsPARENT FINANCIAL STATEMENTS") comply complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with generally accepted accounting principles consistently GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto thereto, except in the case of pro forma statements, or, in the case of unaudited financial statements, except as permitted under Form 10-Q under the Exchange Act) and fairly presented the consolidated financial position of Parent and its consolidated Subsidiaries as of the respective dates thereof and the consolidated results of Parent's operations and cash flows for the periods indicated (subject to, in the case of unaudited statements, as permitted normal and recurring year-end audit adjustments). Parent knows of no reason why it would not be able to provide the certifications required by Sections 302 and 906 of the Sarbanes-Oxley Act of 2002 in connection with the filing of Parent's qxxxxxxxx xxxxxt on Form 10-Q of the SEC) and present fairly the consolidated financial position of the Company at the dates thereof and the consolidated results of its operations and cash flows for the periods then quarter ended (subjectSeptember 30, in the case of unaudited statements, to normal recurring adjustments). There has been no change in the Company's accounting policies except as described in the notes to the Financial Statements2002.

SEC Documents; Parent Financial Statements. The Company has ------------------------------------------ furnished or made available to the Investors A true and complete copies copy of all reports or each annual, quarterly and other report, proxy statement and registration statements statement filed by it Buyer with the U.S. Securities and Exchange Commission (the "“SEC") under the Securities Act of 1933 (the "Securities Act") or the Securities Exchange Act of 1934 (the "Exchange Act"”) since January 1, 1999, all in 2007 (the form so filed (all of the foregoing being collectively referred to as the "“SEC Documents")”) is available on the website maintained by the SEC at xxx.xxx.xxx. Since January 1, which are 2007, Buyer has in all the documents (other than preliminary materials) that the Company was required to file material respects filed with the SEC since such dateall reports and proxy statements required to be filed by it pursuant to the Securities Act and the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder. As of their respective filing dates, (and if amended or superseded by a filing prior to the date of this Agreement, the date of such filing) the SEC Documents complied in all material respects with the requirements of the Securities Act or and the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents contained on their filing dates 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 made therein, in light of the circumstances in under which they were made, not misleading, except to the extent corrected superseded by a document subsequently filed with SEC Document filed prior to the SECdate of this Agreement. The consolidated financial statements of the Company, including the notes thereto, Buyer included in the SEC Documents (the "Financial Statements") comply complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with generally accepted accounting principles consistently GAAP applied on a consistent basis throughout the periods indicated and consistent with each other (except as may be indicated in the notes thereto thereto, except in the case of pro forma statements, or, in the case of unaudited financial statements, except as permitted under Form 10-Q under the Exchange Act) and fairly presented the consolidated financial position of the Buyer and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of the Buyer’s operations and cash flows for the periods indicated (subject to, in the case of unaudited statements, as permitted by Form 10-Q normal and recurring year end audit adjustments). Buyer does not intend to correct or restate any aspect of, nor is there any basis for any correction or restatement of the SEC) and present fairly in any material respect the consolidated financial position statements of the Company at the dates thereof and the consolidated results of its operations and cash flows for the periods then ended (subject, Buyer included in the case of unaudited statements, to normal recurring adjustments). There has been no change in the Company's accounting policies except as described in the notes to the Financial StatementsSEC Documents.

SEC Documents; Parent Financial Statements. The Company Parent has ------------------------------------------ furnished or made available to the Investors Target true and complete copies of all reports or registration statements SEC Documents filed by it with the U.S. Securities and Exchange Commission (the "SEC") under the Securities Act of 1933 (the "Securities Act") or the Securities Exchange Act of 1934 (the "Exchange Act") SEC since January 1July 28, 1999, all in the form so filed. Parent has timely filed (all of the foregoing being collectively referred to as the "SEC Documents"), which are all the documents (other than preliminary materials) that the Company was Documents required to file with the SEC be filed by it since such date. As of their the respective filing dates, the such SEC Documents filed by Parent and all SEC Documents filed after the date hereof but before the Closing complied or will comply in all material respects with the requirements of the Securities Act or and the Exchange ActAct and the rules and regulations of the SEC thereunder, as the case may be, and none of the SEC Documents contained or will contain 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 made therein, in light of the circumstances in which they were made, not misleading, except to the extent corrected such SEC Documents have been corrected, updated or superseded by a document subsequently filed with the SEC. The financial statements of the CompanyParent, including the notes thereto, included in the SEC Documents (the "Financial StatementsPARENT FINANCIAL STATEMENTS") comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles GAAP consistently applied (except as may be indicated in the notes thereto orthereto, or in the case of unaudited statements, as permitted by Form 10-Q of under the SECExchange Act) and present fairly the consolidated financial position of the Company Parent at the dates thereof and the consolidated results of its operations and cash flows for the periods period then ended (subject, in the case of unaudited financial statements, to normal recurring year-end adjustments). There has been no change in the CompanyParent's accounting policies except as described in the notes to the Parent Financial Statements. Except as reflected or reserved against in the Parent Financial Statements, Parent has no material Liabilities, except for Liabilities and obligations (i) incurred in the ordinary course of business consistent with past practice since the date of the most recent Parent Financial Statements or (ii) that would not be required to be reflected or reserved against in the balance sheet of Parent prepared in accordance with GAAP.

SEC Documents; Parent Financial Statements. The Company Parent has ------------------------------------------ furnished or made available to the Investors Company true and complete copies of all reports or reports, registration statements and definitive proxy statements filed by it with the U.S. United States Securities and Exchange Commission (the "SEC") under the Securities Act of 1933 as amended (the "Securities ActSECURITIES ACT") or and the Securities Exchange Act of 1934 1934, as amended (the "Exchange ActEXCHANGE ACT") for all periods since January 1, 19991997, all in the form so filed (all of the foregoing being collectively referred to as the "SEC DocumentsDOCUMENTS"), which are all the documents (other than preliminary materialsmaterial) that the Company Parent was required to file with the SEC since such date. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and none of the SEC 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 made therein, in light of the circumstances in which they were made, not misleading, except to the extent corrected by a document subsequently filed with the SEC. The financial statements of the CompanyParent, including the notes thereto, included in the SEC Documents (the "Financial StatementsPARENT FINANCIAL STATEMENTS") comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles GAAP consistently applied (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) and present fairly the consolidated financial position of the Company Parent at the dates thereof and the consolidated results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal recurring adjustmentsaudit adjustments which are not expected to be material in amount). There has been no change in the Company's Parent accounting policies except as described in the notes to the Parent Financial Statements.

SEC Documents; Parent Financial Statements. The Company Parent has ------------------------------------------ furnished or made available to the Investors Company true and complete copies of all reports or registration statements SEC Documents filed by it with the U.S. Securities and Exchange Commission (the "SEC") under the Securities Act of 1933 (the "Securities Act") or the Securities Exchange Act of 1934 (the "Exchange Act") SEC since January 1September 21, 1999, all in the form so filed (all of the foregoing being collectively referred to as the "SEC Documents"), which are all the documents (other than preliminary materials) that the Company was required to file with the SEC since such datefiled. As of their respective filing dates, the such SEC Documents filed by Parent and all SEC Documents filed after the date hereof but before the Closing complied or will comply in all material respects with the requirements of the Securities Act or and the Exchange ActAct and the rules and regulations of the SEC thereunder, as the case may be, and none of the SEC Documents contained or will contain 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 made therein, in light of the circumstances in which they were made, not misleading, except to the extent corrected such SEC Documents have been corrected, updated or superseded by a document subsequently filed with the SEC. The financial statements of the CompanyParent, including the notes thereto, included in the SEC Documents (the "Financial StatementsPARENT FINANCIAL STATEMENTS") comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles GAAP consistently applied (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of under the SECExchange Act) and present fairly the consolidated financial position of the Company Parent at the dates thereof and the consolidated results of its operations and cash flows for the periods then ended (subject, in the case of unaudited financial statements, to normal recurring audit adjustments). There has been no change in the CompanyParent's accounting policies except as described in the notes to the Parent Financial Statements. Except as reflected or reserved against in the Parent Financial Statements, Parent has no material Liabilities, except for Liabilities and obligations (i) incurred in the ordinary course of business since the date of the most recent Parent Financial Statements or (ii) that would not be required to be reflected or reserved against in the balance sheet of Parent prepared in accordance with GAAP.

SEC Documents; Parent Financial Statements. The Company Parent has ------------------------------------------ furnished or made available to the Investors Company true and complete copies of all reports or registration statements filed by it with the U.S. Securities and Exchange Commission (the "SEC") SEC under the Securities Act of 1933 (the "Securities Act") or the Securities Exchange Act of 1934 1934, as amended (the "Exchange ActEXCHANGE ACT") for all periods since January 1June 30, 19991997, all in the form so filed (all of the foregoing being collectively referred to as the "SEC DocumentsDOCUMENTS"), which are all the documents (other than preliminary materials) that the Company was required to file with the SEC since such date. As of their respective filing dates, the SEC Documents were timely filed and complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and none of the SEC 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 made therein, in light of the circumstances in which they were made, not misleading, except to the extent corrected by a document subsequently filed with the SEC. The financial statements of the CompanyParent, including the notes thereto, included in the SEC Documents (the "Financial StatementsPARENT FINANCIAL STATEMENTS") comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles consistently applied (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) and present fairly the consolidated financial position of the Company Parent at the dates thereof and the consolidated results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal recurring audit adjustments). There has been no change in the Company's Parent accounting policies except as described in the notes to the Parent Financial Statements.