Common use of SEC Documents; Undisclosed Liabilities Clause in Contracts

SEC Documents; Undisclosed Liabilities. The Company (and its subsidiaries that were previously publicly traded) have timely filed all required reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) with the SEC since October 9, 1999 (together with the Company's Registration Statement on Form S-1 (Registration No. 333-72883), the "Company SEC Documents"). As of their respective dates, the Company 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 the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents when filed 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 therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Company SEC Document has been revised, updated or supplemented by a later filed Company SEC Document, none of the Company SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the Company SEC Documents comply as to form, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto (the "Accounting Rules"), have been prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal recurring year-end audit adjustments and except for restructuring and related adjustments as disclosed on Section 3.05 of the Company Disclosure Schedule). Except (i) as reflected in the most recent financial statements contained in the Company SEC Documents or in the notes thereto, (ii) for liabilities that have been incurred by the Company and its subsidiaries since June 30, 2001, in the ordinary course of business and consistent with past practice, (iii) for liabilities that do not and would not reasonably be expected to have a Material Adverse Effect on the Company, (iv) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby, or (v) liabilities described in Section 3.05 of the Company Disclosure Schedule, neither the Company nor any of its subsidiaries has any liabilities (whether accrued, absolute, contingent or otherwise).

SEC Documents; Undisclosed Liabilities. The Parent has filed and made available to the Company (true and its subsidiaries that were previously publicly traded) have timely filed correct copies of all required reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) required to be filed by Parent with the SEC since October 9January 27, 1999 1996 (together with the Company's Registration Statement on Form S-1 (Registration No. 333-72883), the "Company Parent SEC Documents"). As of their its respective datesdate, the Company each Parent SEC Documents Document complied in all material respects with the requirements of the Securities Exchange Act of 1933 (the "Securities Act") or the Exchange Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company Parent SEC DocumentsDocument, and none of the Company SEC Documents when filed 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 in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Company SEC Document has been revised, updated or supplemented by a later filed Company SEC Document, none of the Company SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company Parent included in the Company Parent SEC Documents comply as to form, as of their respective dates of filing with the SEC, form in all material respects with applicable accounting requirements and the published rules and regulations regula tions of the SEC with respect thereto (the "Accounting Rules")thereto, have been prepared in accordance with generally accepted accounting principles GAAP ("GAAP"except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects accordance with the applicable requirements of GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) the consolidated financial position of the Company Parent and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal recurring year-end audit adjustments and except for restructuring and related adjustments as disclosed on Section 3.05 adjustments, none of the Company Disclosure Schedulewhich are material). Except (i) as reflected set forth in the most recent financial statements contained in the Company Filed Parent SEC Documents or (as defined in Section 4.08), as of the notes thereto, (ii) for liabilities that have been incurred by the Company and its subsidiaries since June 30, 2001, in the ordinary course date of business and consistent with past practice, (iii) for liabilities that do not and would not reasonably be expected to have a Material Adverse Effect on the Company, (iv) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby, or (v) liabilities described in Section 3.05 of the Company Disclosure Schedule, neither the Company Parent nor any of its subsidiaries Parent Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise)) required by GAAP to be set forth on a consolidated balance sheet of Parent and its consolidated subsidiaries or in the notes thereto which, individually or in the aggregate, could reasonably be expected to have a Parent Material Adverse Effect.

SEC Documents; Undisclosed Liabilities. The Company (has filed and its subsidiaries that were previously publicly traded) have timely filed made available to Parent true and correct copies of all required reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) required to be filed by the Company with the SEC since October 9February 2, 1999 1996 (together with the Company's Registration Statement on Form S-1 (Registration No. 333-72883), the "Company SEC Documents"). As of their its respective datesdate, the each Company SEC Documents Document complied in all material respects with the requirements of the Exchange Act or the Securities Act of 1933 1933, as amended (the "Securities Act") or the Exchange Act), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC DocumentsDocument, and none of the Company SEC Documents when filed 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 in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Company SEC Document has been revised, updated or supplemented by a later filed Company SEC Document, none of the Company SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the Company SEC Documents comply as to form, as of their respective dates of filing with the SEC, form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto (the "Accounting Rules")thereto, have been prepared in accordance with generally accepted accounting principles ("GAAP") (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects accordance with applicable requirements of GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal recurring year-end audit adjustments and except for restructuring and related adjustments as disclosed on Section 3.05 adjustments, none of the Company Disclosure Schedulewhich are material). Except (i) as reflected set forth in the most recent financial statements contained in the Filed Company SEC Documents or in the notes thereto, (ii) for liabilities that have been incurred by the Company and its subsidiaries since June 30, 2001, in the ordinary course of business and consistent with past practice, (iii) for liabilities that do not and would not reasonably be expected to have a Material Adverse Effect on the Company, (iv) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby, or (v) liabilities described as defined in Section 3.05 3.08), as of the Company Disclosure Scheduledate of this Agreement, neither the Company nor any of its subsidiaries Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise)) required by GAAP to be set forth on a consolidated balance sheet of the Company and its consolidated subsidiaries or in the notes thereto which, individually or in the aggregate, could reasonably be expected to have a Company Material Adverse Effect. Except as disclosed in the Filed Company SEC Documents or in the Company Disclosure Letter, as of the date of this Agreement, there are no material agreements, arrangements or understandings between the Company and any party who is, or at any time after February 2, 1996 was, an affiliate of the Company that are required to be disclosed in the Filed Company SEC Documents.

SEC Documents; Undisclosed Liabilities. The Company (and its subsidiaries that were previously publicly traded) have Parent has timely filed all required reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) with the SEC since October 9December 8, 1999 (together with the CompanyParent's Registration Statement on Form S-1 (Registration No. 333-7288387717), the "Company Parent SEC Documents"). As of their respective dates, the Company Parent 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 the rules and regulations of the SEC promulgated thereunder applicable to such Company Parent SEC Documents, and none of the Company Parent SEC Documents when filed 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 therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Company Parent SEC Document has been revised, updated revised or supplemented superseded by a later filed Company Parent SEC Document, none of the Company Parent SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company Parent included in the Company Parent SEC Documents comply as to form, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto (the "Accounting Rules"), have been prepared in accordance with generally accepted accounting principles ("GAAP") GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company Parent and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal recurring year-end audit adjustments and except for restructuring and related adjustments as disclosed on Section 3.05 of the Company Disclosure Scheduleadjustments). Except (i) as reflected in the most recent financial statements contained in the Company Parent SEC Documents or in the notes thereto, (ii) for liabilities that have been incurred by the Company Parent and its subsidiaries since June 30, 2001, in the ordinary course of business and consistent with past practice, (iii) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby (iv) for liabilities that do not and would not reasonably be expected to have a Material Adverse Effect on the Company, (iv) for liabilities incurred in connection with this Agreement or the transactions contemplated herebyParent, or (v) liabilities described in Section 3.05 4.03 of the Company Parent Disclosure Schedule, neither the Company Parent nor any of its subsidiaries has any liabilities (whether accrued, absolute, contingent or otherwise)) required to be disclosed in financial statements prepared in accordance with GAAP.

SEC Documents; Undisclosed Liabilities. (a) The Company (and its subsidiaries that were previously publicly traded) have timely has filed all required reports, schedules, formsforms and registration, statements proxy and other documents (including exhibits and all other information incorporated therein) statements with the SEC since October 9January 1, 1999 2000 (together with the Company's Registration Statement on Form S-1 (Registration No. 333-72883)collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "Company SEC Documents"). None of the Company's subsidiaries is required to file periodic reports with the SEC pursuant to the Exchange Act. As of their respective dateseffective dates (in the case of SEC Documents that are registration statements filed pursuant to the Securities Act) and as of their respective SEC filing dates (in the case of all other SEC Documents), the Company SEC Documents complied in all material respects with the requirements of the Exchange Act and the Securities Act of 1933 (the "Securities Act") or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents when filed as of such respective dates 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 therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Company SEC Document has been revised, updated revised or supplemented superseded by a later later-filed Company SEC Document, none of the Company SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included in the Company SEC Documents comply as to form, as of their respective dates of filing with the SEC, form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto (the "Accounting Rules")thereto, have been prepared in accordance with generally accepted accounting principles GAAP ("GAAP"except, in the case of unaudited quarterly statements, as indicated in the notes thereto) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal recurring year-end audit adjustments and except for restructuring and related adjustments as disclosed on Section 3.05 none of the Company Disclosure Schedule). Except (i) as reflected in the most recent financial statements contained in the Company SEC Documents which has been or will be, individually or in the notes theretoaggregate, (ii) for liabilities that have been incurred by the Company and its subsidiaries since June 30, 2001, in the ordinary course of business and consistent with past practice, (iii) for liabilities that do not and would not reasonably be expected to have a Material Adverse Effect on the Company, (iv) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby, or (v) liabilities described in Section 3.05 of the Company Disclosure Schedule, neither the Company nor any of its subsidiaries has any liabilities (whether accrued, absolute, contingent or otherwisematerial).

SEC Documents; Undisclosed Liabilities. The Company (and its subsidiaries that were previously publicly traded) have timely filed all required All reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) required to be filed with the SEC (i) by CDnow since October March 17, 1999 and (ii) by CDnow Online, Inc. (formerly known as CDnow, Inc.), a Pennsylvania corporation and a wholly owned CDnow Subsidiary ("CDnow Online"), since February 9, 1999 1998 (together with the Company's Registration Statement on Form S-1 (Registration No. 333-72883)such reports, schedules, forms, statements and other documents, the "Company CDnow SEC Documents")) have been duly filed by such parties. As of their respective datesits date, the Company each CDnow SEC Documents Document complied as to form in all material respects with the requirements of the Exchange Act or the Securities Act of 1933 1933, as amended (the "Securities Act") or the Exchange Act), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company CDnow SEC DocumentsDocument, and none of the Company SEC Documents when filed 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 in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Company (i) the Registration Statement on Form S-4 filed with the SEC Document by CDnow on February 16, 1999 (the "CDnow Form S-4 Date"), (ii) all reports, schedules, forms, statements and documents filed with the SEC by CDnow pursuant to the Exchange Act and the rules and regulations of the SEC promulgated thereunder since the CDnow Form S-4 Date and (iii) the Annual Report on Form 10-K of CDnow Online for the year ended December 31, 1998 (collectively, the "Designated CDnow SEC Documents") has been revised, updated revised or supplemented superseded by a later subsequent report, schedule, form, statement or other document filed Company with the SEC Documentby CDnow, which subsequent report, schedule, form, statement or other document is publicly available prior to the date of this Agreement, none of the Company Designated CDnow SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the Company CDnow SEC Documents comply complied as to form, as of their respective dates of filing with the SEC, form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto (the "Accounting Rules")in effect as of their respective filing dates, have been were prepared in accordance with generally accepted accounting principles ("GAAP") (except, in the case of unaudited interim statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects presented the consolidated financial position of the Company and its consolidated subsidiaries entities purported to be covered thereby as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited interim statements, to normal recurring year-end audit adjustments adjustments). Except as disclosed in the Filed CDnow SEC Documents (as defined in Section 3.08), and except for restructuring liabilities and related adjustments as disclosed on Section 3.05 of the Company Disclosure Schedule). Except (i) as reflected in the most recent financial statements contained in the Company SEC Documents or in the notes theretoobligations incurred since December 31, (ii) for liabilities that have been incurred by the Company and its subsidiaries since June 30, 2001, 1998 in the ordinary course of business and consistent with past practice, (iii) for liabilities that do not and would not reasonably be expected to have a Material Adverse Effect on practice or as set forth in the Company, (iv) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby, or (v) liabilities described in Section 3.05 of the Company CDnow Disclosure ScheduleLetter, neither the Company CDnow nor any of its subsidiaries CDnow Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise)) required by GAAP to be set forth on a consolidated balance sheet or in the notes thereto, except those liabilities or obligations that, individually and in the aggregate, have not had and could not reasonably be expected to have a CDnow Material Adverse Effect.

SEC Documents; Undisclosed Liabilities. The Company (and its subsidiaries that were previously publicly traded) have timely has filed all required reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) required to be filed by it with the SEC since October 9, 1999 Securities and Exchange Commission (together with the Company's Registration Statement on Form S-1 (Registration No. 333-72883), the "Company SEC") since January 1, 1995 (the "SEC Documents"). As of their respective dates, the Company 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 the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents except as set forth in Section 4.01(e) of the Company SEC DocumentsDisclosure Schedule, and none of the Company SEC Documents when filed 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 therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Company SEC Document has been revised, updated revised or supplemented superseded by a later filed Company SEC Document, none of the Company SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the Company SEC Documents comply as to form, as of their respective dates of filing with the SEC, form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto (the "Accounting Rules")thereto, have been prepared in accordance with generally accepted accounting principles ("GAAP") (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal recurring year-year- end audit adjustments and except for restructuring and related adjustments as disclosed on Section 3.05 of the Company Disclosure Scheduleadjustments). Except (i) as reflected set forth in the most recent financial statements contained in the Company SEC Documents or in the notes thereto, (ii) for liabilities that have been incurred by the Company and its subsidiaries since June 30, 2001, in the ordinary course of business and consistent with past practice, (iii) for liabilities that do not and would not reasonably be expected to have a Material Adverse Effect on the Company, (iv) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby, or (v) liabilities described in Section 3.05 of the Company Disclosure Schedule, neither the Company nor any of its subsidiaries has any liabilities (whether accrued, absolute, contingent or otherwise).24 20

SEC Documents; Undisclosed Liabilities. The Company (and its subsidiaries that were previously publicly traded) have timely has filed all required reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) with the SEC since October 9January 1, 1999 1994 (together with the Company's Registration Statement on Form S-1 (Registration No. 333-72883), the "Company SEC Documents"). As of their respective dates, the Company SEC Documents complied as to form 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 the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents when filed 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 therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Company SEC Document has been revised, updated was revised or supplemented superseded by a later filed Company SEC Document, none of the Company SEC Documents contains contained any untrue statement of a material fact or omits omitted to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the Company SEC Documents comply complied as to form, as of their respective dates of filing with the SEC, form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto (in effect at the "Accounting Rules"), have been time of the filing of the respective SEC Documents were prepared in accordance with generally accepted accounting principles ("GAAP"except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects presented the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal recurring year-end audit adjustments and except for restructuring and related adjustments as disclosed on Section 3.05 of the Company Disclosure Scheduleadjustments). Except (i) as reflected set forth in the most recent financial statements contained in the Company SEC Documents or in the notes thereto, (ii) for liabilities that have been incurred by the Company and its subsidiaries since June 30, 2001, in the ordinary course of business and consistent with past practice, (iii) for liabilities that do not and would not reasonably be expected to have a Material Adverse Effect on the Company, (iv) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby, or (v) liabilities described in Section 3.05 of the Company Disclosure Schedulehereto, neither the Company nor any of its subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise)) required by generally accepted accounting principles to be set forth on a consolidated balance sheet of the Company and its consolidated subsidiaries or in the notes thereto, except for liabilities and obligations incurred in the ordinary course of business consistent with past practice since the date of the most recent consolidated balance sheet included in the SEC Documents which, individually or in the aggregate, could not reasonably be expected to have a Company Material Adverse Effect.

SEC Documents; Undisclosed Liabilities. The Company (and its subsidiaries that were previously publicly traded) have timely has filed all required reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) with the SEC since October 9December 31, 1999 2000 (together with the Company's Registration Statement on Form S-1 (Registration No. 333-72883)including all filed reports, schedules, forms, statements and other documents whether or not required, the "Company SEC Documents"). As of their respective datesdates of filing with the SEC, the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933 1933, as amended (the "Securities Act") ), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such the Company SEC Documents, and none of the Company SEC Documents when filed 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 therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Company SEC Document has been revised, updated or supplemented by a later filed Company SEC Document, none of the Company SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the Company SEC Documents comply as to form, as of their respective dates of filing with the SEC, form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto (the "Accounting Rules")thereto, have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP"except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal recurring year-end audit adjustments and except for restructuring and related adjustments as disclosed on Section 3.05 of the Company Disclosure Scheduleadjustments). Except (i) as for liabilities and obligations reflected in or reserved for on the most recent audited consolidated financial statements contained and the notes thereto included in the Company SEC Documents or in the notes thereto, (ii) for and liabilities that have been and obligations incurred by the Company and its subsidiaries since June 30, 2001, in the ordinary course of business since the date of the most recent audited consolidated balance sheet included in the Company SEC Documents and consistent with past practice, (iii) except for liabilities that do not and obligations which, individually or in the aggregate, would not be reasonably be expected likely to have a Material Adverse Effect material adverse effect on the Company, (iv) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby, or (v) liabilities described in Section 3.05 of the Company Disclosure Schedule, neither the Company nor any of its subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise).

SEC Documents; Undisclosed Liabilities. The Company (and its subsidiaries that were previously publicly tradedi) have timely DSW has filed or furnished, as applicable, all required reports, schedules, forms, registration statements and other documents (including exhibits and all other information incorporated therein) with the SEC since October 9January 1, 1999 2008 (together with as such documents may have been amended or superseded through the Company's Registration Statement on Form S-1 (Registration No. 333-72883)date of this Agreement, the "Company “DSW SEC Documents"”). As of their respective datesdates of filing with the SEC (or, if amended or superseded by a filing prior to the date hereof, as of the date of such filing), the Company DSW 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 the rules and regulations of the SEC promulgated thereunder applicable to such Company DSW SEC Documents, and none of the Company DSW SEC Documents when filed (or, if amended or superseded by a filing prior to the date hereof, as of the date of such filing) 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 therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Company SEC Document has been revised, updated or supplemented by a later filed Company SEC Document, none of the Company SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company DSW included in the Company DSW SEC Documents comply complied as to form, as of their respective dates of filing with the SECSEC (or, if amended or superseded by a filing prior to the date hereof, as of the date of such filing), in all material respects with all applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto (except, in the "Accounting Rules"case of unaudited statements, as permitted by Form 10-Q of the SEC), have been prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes theretodisclosed therein) and fairly present in all material respects the consolidated financial position of the Company DSW and its consolidated subsidiaries Subsidiaries and the consolidated statements of operations, shareholders’ equity and cash flows of such companies as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended shown (subject, in the case of unaudited statements, to normal recurring year-end audit adjustments and except for restructuring and related adjustments as disclosed on Section 3.05 of the Company Disclosure Schedule). Except (i) as reflected in the most recent financial statements contained in the Company SEC Documents or in the notes thereto, (ii) for liabilities that have been incurred by the Company and its subsidiaries since June 30, 2001, in the ordinary course of business and consistent with past practice, (iii) for liabilities that do not and would not reasonably be expected to have a Material Adverse Effect on the Company, (iv) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby, or (v) liabilities described in Section 3.05 of the Company Disclosure Schedule, neither the Company nor any of its subsidiaries has any liabilities (whether accrued, absolute, contingent or otherwiseadjustments).

SEC Documents; Undisclosed Liabilities. The Since June 30, -------------------------------------- 2000, the Company (and its subsidiaries that were previously publicly traded) have timely has filed all required reports, schedules, forms, forms and registration statements and other documents (including exhibits and all other information incorporated therein) with the SEC since October 9the date on which it was required to do so (collectively, 1999 (together with the Company's Registration Statement on Form S-1 (Registration No. 333-72883)and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "Company SEC Documents"). As of their respective dates, the Company SEC Documents complied as to form 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 the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents when filed (including, without limitation, any and all financial statements included therein) as of such dates 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 therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Company SEC Document has been revised, updated or supplemented by a later filed Company SEC Document, none of the Company SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included in the Company SEC Documents comply as to form(the "SEC Financial Statements"), as of their respective dates of filing with the SECdates, complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto (the "Accounting Rules")thereto, have been were prepared in accordance with generally accepted accounting principles ("GAAP"except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the Exchange Act) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present presented in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal recurring year-end audit adjustments and except for restructuring and related adjustments as disclosed adjustments). Since June 30, 2000, neither the Company nor any of its subsidiaries, has incurred any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required, if known, to be reflected or reserved against on Section 3.05 a consolidated balance sheet of the Company Disclosure Schedule). Except prepared in accordance with generally accepted accounting principles applied on a consistent basis ("GAAP") except (i) as reflected in and to the most recent financial statements contained in extent set forth on the Company SEC Documents or in the notes thereto, (ii) for liabilities that have been incurred by audited balance sheet of the Company and its subsidiaries since as of June 30, 20012000 (including the notes thereto), (ii) as incurred in connection with the transactions contemplated by this Agreement, (iii) as incurred after June 30, 2000 in the ordinary course of business and consistent with past practice, (iiiiv) for liabilities that do not and would not as described in the SEC Documents filed since June 30, 2000 (the "Recent SEC Documents"), or (v) as could not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect on Effect. If, at any time prior to the CompanyEffective Time, (iv) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby, or (v) liabilities described in Section 3.05 of the Company Disclosure Scheduleshall obtain knowledge of any facts with respect to itself, neither the Company nor any of its officers or directors or any of its subsidiaries has that would require the supplement or amendment to any liabilities (whether accruedof the foregoing documents in order to make the statements therein, absolutein the light of the circumstances under which they were made, contingent not misleading, or otherwise)to comply with applicable laws, such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of the Company, and in the event Parent or Purchaser shall advise the Company as to its obtaining knowledge of any facts that would make it necessary to supplement or amend any of the foregoing documents, the Company shall promptly amend or supplement such document, and such amendment or supplement shall be promptly filed with the SEC, and as required by law disseminated to the stockholders of the Company.

SEC Documents; Undisclosed Liabilities. The Company (and its subsidiaries that were previously publicly traded) have timely has filed with the SEC all required reports, schedules, forms, statements and other documents required pursuant to the Securities Act of 1933, as amended (the "Securities Act") and the Exchange Act since April 30, 2004 (collectively, and in each case including all exhibits and all other information schedules thereto and documents incorporated by reference therein) with the SEC since October 9, 1999 (together with the Company's Registration Statement on Form S-1 (Registration No. 333-72883), the "Company SEC Documents"). As of their respective dates, the Company SEC Documents complied (other than the SEC Financial Statements) comply 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 the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents. Except to the extent that information contained in any SEC Document has been revised or superseded by a later filed SEC Document, and none of the Company SEC Documents when filed contained (including any and all SEC Financial Statements included therein) contains any untrue statement of a material fact or omitted omits to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Company SEC Document has been revised, updated or supplemented by a later filed Company SEC Document, none of the Company SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included in the Company all SEC Documents filed since April 30, 2004 (the "SEC Financial Statements") comply as to form, as of their respective dates of filing with the SEC, form in all material respects with applicable published accounting requirements and the published rules and regulations of the SEC with respect thereto (the "Accounting Rules")thereto, have been prepared in accordance with generally accepted accounting principles as applied in the United States ("GAAP") except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-QSB of the SEC), applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal recurring year-end audit adjustments and except for restructuring and related adjustments as disclosed on Section 3.05 of the Company Disclosure Scheduleadjustments). Except (i) as reflected in the most recent financial statements contained in the Company SEC Documents or in the notes thereto, (ii) for liabilities that have been incurred by the Company and its subsidiaries since June 30, 2001, in the ordinary course of business and consistent with past practice, (iii) for liabilities that do not and would not reasonably be expected to have a Material Adverse Effect on the Company, (iv) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby, or (v) liabilities described in Section 3.05 of the Company Disclosure Schedule, neither Neither the Company nor any of its subsidiaries Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise)) required by generally accepted accounting principles as applied in the United States to be recognized or disclosed on a consolidated balance sheet of the Company and its Subsidiaries or in the notes thereto, except (i) liabilities reflected in the consolidated balance sheet of the Company as of January 31, 2007 (the "2007 Balance Sheet") and (ii) liabilities incurred since January 31, 2007 in the ordinary course of business consistent with past practice, which, if in an amount in excess of $10,000, are listed in Section 3.01(e) of the Company Disclosure Schedule.

SEC Documents; Undisclosed Liabilities. The (a) Since January 1, 1993, the Company (and its subsidiaries that were previously publicly traded) have timely has filed all required reports, schedules, forms, proxy, registration and other statements and other documents (including exhibits and all other information incorporated therein) with the SEC since October 9, 1999 (together with the Company's Registration Statement on Form S-1 (Registration No. 333-72883)collectively, the "Company SEC Documents"). As of the date of this Agreement, the last SEC Document filed by the Company was the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1997. As of their respective filing dates, the Company 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 the rules and regulations of the SEC promulgated thereunder applicable to such Company the SEC Documents. As of their respective filing dates, and none of the Company SEC Documents when filed 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 therein, in light of the circumstances under which they were made, not misleading. Except , except to the extent that information contained in any Company SEC Document has such statements have been revised, updated modified or supplemented superseded by a later SEC Document filed Company SEC Documentand publicly available prior to the Closing Date, none the circumstances or bases for which modifications or supersessions have not and will not individually or in the aggregate result in any material liability or obligation on behalf of the Company SEC Documents contains under the Securities Act, the Exchange Act, the rules promulgated under the Securities Act or the Exchange Act, or any untrue statement of a material fact federal, state or omits to state any material fact required to be stated therein local anti-fraud, blue-sky, securities or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleadingsimilar laws. The consolidated financial statements of the Company included in the Company SEC Documents (as amended or supplemented by any later filed SEC Document filed and publicly available prior to October 1, 1997), comply as to form, as of their respective dates of filing with the SEC, form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto (the "Accounting Rules")thereto, have been prepared in accordance with generally accepted accounting principles ("GAAP"except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries the Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal recurring year-end audit adjustments and except for restructuring and related adjustments adjustments). Except as disclosed set forth in the SEC Documents, neither the Company nor any Subsidiary has any obligation or liability of any nature whatsoever (direct or indirect, matured or unmatured, absolute, accrued, contingent or otherwise) either (i) required by generally accepted accounting principles to be set forth on Section 3.05 a consolidated balance sheet of the Company Disclosure Schedule). Except (i) as reflected in and the most recent financial statements contained in the Company SEC Documents Subsidiaries or in the notes thereto, thereto or (ii) for liabilities that have been incurred by the Company and its subsidiaries since June 30which, 2001, individually or in the ordinary course of business and consistent with past practiceaggregate, (iii) for liabilities that do not and would not could reasonably be expected to have a Material Adverse Effect whether or not required by generally accepted accounting principles to be provided or reserved against on a balance sheet prepared in accordance with generally accepted accounting principles; other than liabilities and obligations reflected or reserved against in the Company, (iv) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby, or (v) liabilities described in Section 3.05 consolidated financial statements of the Company Disclosure Scheduleand its consolidated subsidiaries included in the Company's quarterly report on Form 10-Q for the quarter ended June 30, neither 1997, or incurred since the date of the balance sheet included in such financial statements in the ordinary course of business which are not individually or collectively material to the Company nor any of its subsidiaries has any liabilities (whether accrued, absolute, contingent or otherwise)and the Subsidiaries taken as a whole.

SEC Documents; Undisclosed Liabilities. The Company (and its subsidiaries that were previously publicly traded) have timely Parent has filed all required reports, schedules, forms, statements and other documents as required by the U.S. Securities and Exchange Commission (including exhibits the “SEC”) and Parent has delivered or made available to MamaMancini’s all reports, schedules, forms, statements and other information incorporated therein) documents filed with the SEC since October 9(collectively, 1999 (together with the Company's Registration Statement on Form S-1 (Registration No. 333-72883)and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "Company “Parent SEC Documents"”). As of their respective dates, the Company The Parent 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 the rules and regulations of the SEC promulgated thereunder applicable to such Company Parent SEC Documentsdocuments, and none of the Company Parent SEC Documents when filed (including any and all consolidated financial statements included therein) as of such date 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 therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Company revised or superseded by a subsequent filing with the SEC Document (a copy of which has been revised, updated or supplemented by a later filed Company SEC Documentprovided to MamaMancini’s prior to the date of this Agreement), none of the Company Parent SEC Documents contains any untrue statement of a material fact or omits to state any material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company Parent included in the Company such Parent SEC Documents comply as to form, as of their respective dates of filing with the SEC, form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto (the "Accounting Rules")thereto, have been prepared in accordance with generally accepted accounting principles ("GAAP"except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company Parent and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and changes in cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal recurring year-end audit adjustments and except for restructuring and related adjustments as disclosed on Section 3.05 of the Company Disclosure Scheduledetermined by Parent’s independent accountants). Except (i) as reflected set forth in the Parent SEC Documents, at the date of the most recent audited financial statements contained of Parent included in the Company Parent SEC Documents Documents, neither Parent nor any of its subsidiaries had, and since such date neither Parent nor any of such subsidiaries has incurred, any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which, individually or in the notes theretoaggregate, (ii) for liabilities that have been incurred by the Company and its subsidiaries since June 30, 2001, in the ordinary course of business and consistent with past practice, (iii) for liabilities that do not and would not could reasonably be expected to have a Material Adverse Effect on the Company, (iv) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby, or (v) liabilities described in Section 3.05 of the Company Disclosure Schedule, neither the Company nor any of its subsidiaries has any liabilities (whether accrued, absolute, contingent or otherwise)respect to Parent.

SEC Documents; Undisclosed Liabilities. The Company (and its subsidiaries that were previously publicly traded) have timely BBLU has filed all required reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) required to be filed by BBLU with the SEC since October 9September 11, 1999 (together with the Company's Registration Statement on Form S-1 (Registration No. 333-728832010 pursuant to Sections 13(a), 14 (a) and 15(d) of the Exchange Act (the "Company BBLU SEC Documents"). As of their its respective datesfiling date, the Company each BBLU SEC Documents Document complied in all material respects with the requirements of the Securities Exchange Act of 1933 (the "Securities Act") or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company BBLU SEC Documents, and none of the Company SEC Documents when filed 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 in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Company BBLU SEC Document Documents has been revised, updated revised or supplemented superseded by a later filed Company BBLU SEC DocumentDocuments, none of the Company BBLU SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company BBLU included in the Company BBLU SEC Documents comply as to form, as of their respective dates of filing with the SEC, form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto (the "Accounting Rules")thereto, have been prepared in accordance with generally accepted accounting principles GAAP ("GAAP"except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company BBLU and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended shown (subject, in the case of unaudited statements, to normal recurring year-end audit adjustments and except for restructuring and related adjustments as disclosed on Section 3.05 of the Company Disclosure Scheduleadjustments). Except (i) as reflected set forth in the most recent financial statements contained BBLU SEC Documents and/or incurred in the Company SEC Documents Ordinary Course of Business, BBLU has no liabilities or in the notes thereto, (ii) for liabilities that have been incurred by the Company and its subsidiaries since June 30, 2001, in the ordinary course obligations of business and consistent with past practice, (iii) for liabilities that do not and would not reasonably be expected to have a Material Adverse Effect on the Company, (iv) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby, or (v) liabilities described in Section 3.05 of the Company Disclosure Schedule, neither the Company nor any of its subsidiaries has any liabilities nature (whether accrued, absolute, contingent or otherwise)) required by GAAP to be set forth on a balance sheet of BBLU or in the notes thereto.

SEC Documents; Undisclosed Liabilities. The Company (and its subsidiaries that were previously publicly traded) have timely has filed with the SEC all required reports, schedules, forms, statements and other documents required pursuant to the Securities Act and the Exchange Act since January 1, 1994 (collectively, and in each case including all exhibits and all other information schedules thereto and documents incorporated by reference therein) with the SEC since October 9, 1999 (together with the Company's Registration Statement on Form S-1 (Registration No. 333-72883), the "Company SEC Documents"). As of their respective dates, the Company 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 the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents when filed (including any and all financial statements included therein) as of such dates 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 therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Company SEC Document has been revised, updated or supplemented by a later filed Company SEC Document, none of the Company SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included in the Company all SEC Documents filed since January 1, 1994 (the "SEC Financial Statements") comply as to form, as of their respective dates of filing with the SEC, form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto (the "Accounting Rules")thereto, have been prepared in accordance with generally accepted accounting principles ("GAAP") except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC), applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal recurring year-end audit adjustments adjustments). Except as set forth in the SEC Documents filed by the Company since January 1, 1996 and prior to the date of this Agreement (the "Recent SEC Documents") and except for restructuring and related adjustments as disclosed on in Section 3.05 3.01(e) of the Disclosure Schedule, at the date of the most recent audited financial statements of the Company Disclosure Schedule). Except (i) as reflected included in the most recent financial statements contained in Recent SEC Documents, neither the Company SEC Documents nor any of its subsidiaries had, and since such date neither the Company nor any of such subsidiaries has incurred, any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which, individually or in the notes theretoaggregate, (ii) for liabilities that have been incurred by the Company and its subsidiaries since June 30, 2001, in the ordinary course of business and consistent with past practice, (iii) for liabilities that do not and would not could reasonably be expected to have a Material Adverse Effect on with respect to the Company, (iv) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby, or (v) liabilities described in Section 3.05 of the Company Disclosure Schedule, neither the Company nor any of its subsidiaries has any liabilities (whether accrued, absolute, contingent or otherwise).

SEC Documents; Undisclosed Liabilities. The Company (and its subsidiaries that were previously publicly traded) have has timely filed all required reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) with the SEC Securities and Exchange Commission ("SEC") since October 9, 1999 1996 (together with the Company's Registration Statement on Form S-1 (Registration No. 333-72883)collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, as amended, the "Company SEC Documents"). As of their respective dates, the Company 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 the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents when filed (including any and all financial statements included therein) as of such dates 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 therein, in the light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Company revised or superseded by a subsequent filing with the SEC Document (a copy of which has been revised, updated or supplemented by a later filed Company SEC Documentprovided to MergerCo prior to the date of this Agreement), none of the Company SEC Documents filed by the Company since May 31, 1997 and prior to the date of this Agreement (the "Recent SEC Documents") contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included in the Company all SEC Documents filed since October 9, 1996 (the "SEC Financial Statements") comply as to form, as of their respective dates of filing with the SEC, form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto (the "Accounting Rules")thereto, have been prepared in accordance with generally accepted accounting principles ("GAAP"except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal recurring year-end audit adjustments and except for restructuring and related adjustments as disclosed on Section 3.05 adjustments, none of which, individually or in the Company Disclosure Scheduleaggregate is material). Except (i) as reflected provided for in the balance sheet contained in the most recent audited financial statements contained of the Company included in the Company Recent SEC Documents or (the "Year End Balance Sheet") and except as disclosed in Section 4.5 of the notes theretoDisclosure Schedule, (ii) for liabilities that have been incurred by neither the Company and its subsidiaries since June 30nor any Subsidiary has any liabilities or obligations of any nature (whether accrued, 2001absolute, contingent or otherwise) except (x) liabilities incurred in the ordinary and usual course of business and consistent with past practice, (iiiy) for liabilities that do not and would not reasonably be expected to have a Material Adverse Effect on the Company, (iv) for liabilities specifically incurred in connection with this Agreement or the transactions contemplated herebyby this Agreement, or and (vz) other liabilities described which will not exceed $2,000,000 in the aggregate, exclusive of obligations under Section 3.05 of the Company Disclosure Schedule, neither the Company nor any of its subsidiaries has any liabilities (whether accrued, absolute, contingent or otherwise)10.2 hereof.

SEC Documents; Undisclosed Liabilities. (a) The Company (and its subsidiaries that were previously publicly traded) have timely has filed all required reports, schedules, formsforms and registration, statements proxy and other documents (including exhibits and all other information incorporated therein) statements with the SEC since October 9January 1, 1999 2000 (together with collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "SEC Documents"). None of the Company's Registration Statement on Form S-1 subsidiaries are required to file periodic reports with the SEC pursuant to the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (Registration No. 333-72883), the "Company SEC DocumentsExchange Act"). As of their respective dateseffective dates (in the case of SEC Documents that are registration statements filed pursuant to the Securities Act) and as of their respective SEC filing dates (in the case of all other SEC Documents), the Company SEC Documents complied in all material respects with the requirements of the Exchange Act and the Securities Act of 1933 (the "Securities Act") or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents when filed as of such respective dates 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 therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Company SEC Document has been revised, updated revised or supplemented superseded by a later later-filed Company SEC Document, none of the Company SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included in the Company SEC Documents comply as to form, as of their respective dates of filing with the SEC, form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto (the "Accounting Rules")thereto, have been prepared in accordance with generally accepted accounting principles GAAP ("GAAP"except, in the case of unaudited quarterly statements, as indicated in the notes thereto) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal recurring year-end audit adjustments and except for restructuring and related adjustments as disclosed on Section 3.05 none of the Company Disclosure Schedule). Except (i) as reflected in the most recent financial statements contained in the Company SEC Documents which has been or will be, individually or in the notes theretoaggregate, (ii) for liabilities that have been incurred by the Company and its subsidiaries since June 30, 2001, in the ordinary course of business and consistent with past practice, (iii) for liabilities that do not and would not reasonably be expected to have a Material Adverse Effect on the Company, (iv) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby, or (v) liabilities described in Section 3.05 of the Company Disclosure Schedule, neither the Company nor any of its subsidiaries has any liabilities (whether accrued, absolute, contingent or otherwisematerial).

SEC Documents; Undisclosed Liabilities. The Company (and or its subsidiaries that were previously publicly tradedpublic predecessor) have timely has filed all required reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) with the SEC since October 9January 1, 1999 1998 (together with the Company's Registration Statement on Form S-1 (Registration No. 333-72883)collectively, the "Company SEC Documents"). No Subsidiary of the Company is required to file any report, schedule, form, statement or other document with the SEC. As of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933 1933, as amended (the "Securities Act") ), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents when filed 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 therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Company SEC Document has been revised, updated revised or supplemented superseded by a later filed Company SEC Document, none of the Company SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of (including the Company related notes) included in the Company SEC Documents comply as to form, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto (the "Accounting Rules"), have been prepared in accordance with generally accepted accounting principles ("GAAP") (except, in the case of unaudited statements, as permitted by the Accounting Rules) applied on a consistent basis during the periods involved (except as may be indicated in the notes theretorelated notes) and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal recurring year-end audit adjustments and except for restructuring and related adjustments as disclosed on Section 3.05 of adjustments). Neither the Company Disclosure Schedule). Except nor any of its Subsidiaries has any liabilities or obligations of any nature (iwhether accrued, absolute, contingent or otherwise) as reflected in the most recent financial statements contained in the Company SEC Documents which individually or in the notes thereto, (ii) for liabilities that have been incurred by the Company and its subsidiaries since June 30, 2001, in the ordinary course of business and consistent with past practice, (iii) for liabilities that do not and would not aggregate could reasonably be expected to have a Material Adverse Effect on the Company, (iv) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby, or (v) liabilities described in Section 3.05 of the Company Disclosure Schedule, neither the Company nor any of its subsidiaries has any liabilities (whether accrued, absolute, contingent or otherwise).

SEC Documents; Undisclosed Liabilities. The (i) Company (has filed and its subsidiaries that were previously publicly traded) have will file, on a timely filed basis, all required reports, schedules, forms, registration statements and other documents (including exhibits and all other information incorporated therein) required to be filed with the SEC since October 9January 1, 1999 (together with the Company's Registration Statement on Form S-1 (Registration No. 333-72883)collectively, the "Company SEC Documents"). As of their respective datesdates of filing with the SEC (or, if amended or superseded by a filing prior to the date hereof, as of the date of such filing), the Company SEC Documents complied and will comply 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 the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents when filed contained or will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Except Notwithstanding the foregoing, the Company makes no representation or warranty with respect to the extent that any information contained supplied in writing by Parent or Merger Subsidiary for inclusion or incorporation by reference in any Company SEC Document has been revised, updated filed after the date hereof. Company and its Subsidiaries are not engaged in any material business or supplemented by a later filed Company SEC Document, none of activity which is not described in the Company SEC Documents contains any untrue statement filed prior to the date of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleadingthis Agreement. The financial statements of the Company included in the Company SEC Documents complied and will comply as to form, as of their respective dates of filing with the SEC, in all material respects with all applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto (the "Accounting Rules")thereto, have been and will be prepared in accordance with generally accepted accounting principles GAAP ("GAAP"except, in the case of unaudited statements, as permitted by Form 10-Q and Form 8-K of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes theretodisclosed therein) and fairly present and will fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries Subsidiaries and their consolidated results of operations, changes in stockholders' equity and cash flows as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal recurring year-end audit adjustments and except for restructuring and related adjustments as disclosed on Section 3.05 of the Company Disclosure Schedule). Except (i) as reflected in the most recent financial statements contained in the Company SEC Documents or in the notes thereto, (ii) for liabilities that have been incurred by the Company and its subsidiaries since June 30, 2001, in the ordinary course of business and consistent with past practice, (iii) for liabilities that do not and would not reasonably be expected to have a Material Adverse Effect on the Company, (iv) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby, or (v) liabilities described in Section 3.05 of the Company Disclosure Schedule, neither the Company nor any of its subsidiaries has any liabilities (whether accrued, absolute, contingent or otherwise)shown.

SEC Documents; Undisclosed Liabilities. The Company (and its subsidiaries that were previously publicly traded) have timely has filed all required reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) with the SEC since October 9January 26, 1999 2002 (together with the Company's Registration Statement on Form S-1 (Registration No. 333-72883), the "Company SEC Documents"). As of their respective datesits date, the each Company SEC Documents Document complied in all material respects with the requirements of the Securities Act of 1933 1933, as amended (the "Securities Act") or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents when filed 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 in order to make the statements thereintherein (other than in the case of registration statements of the Company filed under the Securities Act, in light of the circumstances under which they were made, ) not misleading. Except , except to the extent that information contained in any such Company SEC Document has been revised, updated modified or supplemented superseded by a later filed Company SEC Document, none of the Company SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included in the Company SEC Documents comply Company's (i) annual report on Form 10-K for the fiscal year ended January 25, 2003 and (ii) quarterly report on Form 10-Q for the quarterly period ended April 26, 2003, complied at the time they were filed as to form, as of their respective dates of filing with the SEC, form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto (the "Accounting Rules")thereto, have been prepared in accordance with generally accepted accounting principles in the United States ("GAAP") (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and each fairly present presented in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal recurring year-end audit adjustments and except for restructuring and related adjustments as disclosed on Section 3.05 of the Company Disclosure Scheduleadjustments). Except (i) as reflected in the most recent financial statements contained in the Company SEC Documents or in the notes thereto, (ii) for liabilities that have been incurred in connection with the transactions contemplated by the Company and its subsidiaries since June 30, 2001, this Agreement or in the ordinary course of business and consistent with past practice, (iii) for liabilities that do not and would not reasonably be expected to have a Material Adverse Effect on since the Company, (iv) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby, or (v) liabilities described in Section 3.05 date of the most recent balance sheet included in the Company Disclosure ScheduleSEC Documents, neither the Company nor any of its subsidiaries Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise)) required by GAAP to be set forth on a consolidated balance sheet of the Company or the notes thereto which, individually or in the aggregate, would have a Company Material Adverse Effect. None of the Company Subsidiaries is subject to the informational reporting requirements of Section 13 of the Exchange Act.

SEC Documents; Undisclosed Liabilities. The Company (and its subsidiaries that were previously publicly traded) have timely --------------------------------------- has filed all required reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) required to be filed by the Company with the SEC since October 9January 1, 1999 1996, pursuant to Sections 13(a) and 15(d) of the Exchange Act (together with the Company's Registration Statement on Form S-1 (Registration No. 333-72883), the "Company SEC Documents"). As --------------------- of their its respective datesdate, the each Company SEC Documents Document complied in all material respects with the requirements of the Exchange Act or the Securities Act of 1933 1933, as amended (the "Securities Act") or the Exchange Act), as the case may be, and the rules and -------------- regulations of the SEC promulgated thereunder applicable to such Company SEC DocumentsDocument, and none of the Company SEC Documents when filed 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 in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any the Company's Annual Report on Form 10-K for the year ended December 31, 1997 (the "1997 Company 10-K"), has been revised or superseded by a Company SEC Document has been revised------------------ filed prior to the date of this Agreement, updated or supplemented by a later filed and except as disclosed in the Company SEC DocumentDisclosure Letter, none as of the date of this Agreement, the 1997 Company SEC Documents contains 10-K does not contain any untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included in the Company SEC Documents comply as to form, as of their respective dates of filing with the SEC, form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto (the "Accounting Rules")thereto, have been prepared in accordance with generally accepted accounting principles ("GAAP") (except, in the case of ---- unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal recurring year-end audit adjustments and except for restructuring and related adjustments as disclosed on Section 3.05 of the Company Disclosure Scheduleadjustments). Except (i) as reflected set forth in the most recent financial statements contained in the Filed Company SEC Documents or in Documents, as of the notes thereto, (ii) for liabilities that have been incurred by the Company and its subsidiaries since June 30, 2001, in the ordinary course date of business and consistent with past practice, (iii) for liabilities that do not and would not reasonably be expected to have a Material Adverse Effect on the Company, (iv) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby, or (v) liabilities described in Section 3.05 of the Company Disclosure Schedule, neither the Company nor any of its subsidiaries Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise)) required by GAAP to be set forth on a consolidated balance sheet of the Company and its consolidated subsidiaries or in the notes thereto and that, individually or in the aggregate, would reasonably be expected to have a Company Material Adverse Effect. None of the Company Subsidiaries is, or has at any time since January 1, 1996, been, subject to the reporting requirements of Sections 13(a) and 15(d) of the Exchange Act.

SEC Documents; Undisclosed Liabilities. The (i) Company (and its subsidiaries that were previously publicly traded) have timely has filed all required reports, schedules, forms, registration statements and other documents (including exhibits and all other information incorporated therein) with the SEC since October 9November 30, 1999 2004 (together with the Company's Registration Statement on Form S-1 (Registration No. 333-72883), the "“Company SEC Documents"”). As of their respective datesdates of filing with the SEC (or, if amended or superseded by a filing prior to the date hereof, as of the date of such filing), the Company SEC Documents complied in all material respects respects, with the requirements of the Securities Act of 1933 (the "Securities Act") or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents when filed 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 therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Company SEC Document has been revised, updated or supplemented by a later filed Company SEC Document, none of the Company SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the Company SEC Documents comply complied as to form, as of their respective dates of filing with the SEC, in all material respects with all applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto and, (except, in the "Accounting Rules"case of unaudited statements, as permitted by Form 10-Q of the SEC), have been prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes theretodisclosed therein) and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof Subsidiaries and the consolidated results of their operations operations, changes in stockholders’ equity and cash flows of such companies as of the dates and for the periods then ended (subject, in shown. There are no outstanding comments from the case Staff of unaudited statements, the SEC with respect to normal recurring year-end audit adjustments and except for restructuring and related adjustments as disclosed on Section 3.05 any of the Company Disclosure Schedule). Except (i) as reflected in the most recent financial statements contained in the Company SEC Documents or in the notes thereto, (ii) for liabilities that have been incurred by the Company and its subsidiaries since June 30, 2001, in the ordinary course of business and consistent with past practice, (iii) for liabilities that do not and would not reasonably be expected to have a Material Adverse Effect on the Company, (iv) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby, or (v) liabilities described in Section 3.05 of the Company Disclosure Schedule, neither the Company nor any of its subsidiaries has any liabilities (whether accrued, absolute, contingent or otherwise)Documents.

SEC Documents; Undisclosed Liabilities. (a) The Company (and its subsidiaries that were previously publicly traded) have has timely filed filed, or furnished, as applicable, all required reports, schedules, forms, registration statements and other documents (including exhibits and all other information incorporated therein) with the SEC since October 9January 1, 1999 2010 (together with the Company's Registration Statement on Form S-1 (Registration No. 333-72883), the "“Company SEC Documents"”). As of their respective datesdates of filing with the SEC (or, if amended or superseded by a filing prior to the date hereof, as of the date of such filing), the Company SEC Documents complied in all material respects respects, with the requirements of the Securities Act of 1933 (the "Securities Act") or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents when filed 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 therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Company SEC Document has been revised, updated or supplemented by a later filed Company SEC Document, none of the Company SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the Company SEC Documents comply (including any related notes thereto), including the Company Financial Statements, complied as to form, as of their respective dates of filing with the SEC, in all material respects with all applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto (except, in the "Accounting Rules"case of the unaudited statements, as permitted by Form 10-Q of the SEC), have been prepared in accordance with generally accepted accounting principles ("GAAP") GAAP applied on a consistent basis during throughout the periods involved (except as may be indicated in the notes thereto) involved, and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of their operations its operations, changes in stockholders’ equity and cash flows for the respective periods then ended (subjectindicated, except that the unaudited consolidated financial statements included in the case of unaudited statements, Company Financial Statements do not contain footnotes and are subject to normal recurring year-end audit adjustments and except for restructuring and related adjustments as disclosed on Section 3.05 of the Company Disclosure Schedule). Except (i) as reflected in the most recent financial statements contained in the Company SEC Documents adjustments, which will not, individually or in the notes theretoaggregate, be material. The Company has established disclosure controls and procedures (iias defined in Rules 13a-15(e) for liabilities and 15d-15(e) under the Exchange Act) and has designed such disclosure controls and procedures to ensure that have been incurred information required to be disclosed by the Company and its subsidiaries since June 30, 2001, in the ordinary course of business reports it files or submits under the Exchange Act is recorded, processed, summarized and consistent with past practicereported, (iii) for liabilities that do not within the time periods specified in the SEC’s rules and would not reasonably be expected to have a Material Adverse Effect on the Company, (iv) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby, or (v) liabilities described in Section 3.05 of the Company Disclosure Schedule, neither the Company nor any of its subsidiaries has any liabilities (whether accrued, absolute, contingent or otherwise)forms.

SEC Documents; Undisclosed Liabilities. The (a) Since September 30, 1998, the Company (and its subsidiaries that were previously publicly traded) have timely has filed all required reports, schedules, forms, proxy, registration and other statements and other documents (including exhibits and all other information incorporated therein) with the SEC since October 9, 1999 (together with the Company's Registration Statement on Form S-1 (Registration No. 333-72883)collectively, the "Company SEC Documents"). As of the date of this Agreement, the last SEC Document filed by the Company was its Quarterly Report on Form 10-Q for the quarter ended December 31, 1999. As of their respective filing dates, the Company 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 the rules and regulations of the SEC promulgated thereunder applicable to such Company the SEC Documents. As of their respective filing dates, and none of the Company SEC Documents when filed 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 therein, in light of the circumstances under which they were made, not misleading. Except , except to the extent that information contained in any Company SEC Document has such statements have been revised, updated modified or supplemented superseded by a later SEC Document filed Company SEC Documentand publicly available prior to the Closing Date, none the circumstances or bases for which modifications or supersessions have not and will not individually or in the aggregate result in any material liability or obligation on behalf of the Company SEC Documents contains under the Securities Act, the Exchange Act, the rules promulgated under the Securities Act or the Exchange Act, or any untrue statement of a material fact federal, state or omits to state any material fact required to be stated therein local anti-fraud, blue-sky, securities or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleadingsimilar laws. The consolidated financial statements of the Company included in the Company SEC Documents (as amended or supplemented by any later filed SEC Document filed and publicly available prior to January 1, 2000), comply as to form, as of their respective dates of filing with the SEC, form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto (the "Accounting Rules")thereto, have been prepared in accordance with generally accepted accounting principles ("GAAP"except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries the Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal recurring year-end audit adjustments and except for restructuring and related adjustments adjustments). Except as disclosed set forth in the SEC Documents, neither the Company nor any Subsidiary has any obligation or liability of any nature whatsoever (direct or indirect, matured or unmatured, absolute, accrued, contingent or otherwise) either (i) required by generally accepted accounting principles to be set forth on Section 3.05 a consolidated balance sheet of the Company Disclosure Schedule). Except (i) as reflected in and the most recent financial statements contained in the Company SEC Documents Subsidiaries or in the notes thereto, thereto or (ii) for liabilities that have been incurred by the Company and its subsidiaries since June 30which, 2001, individually or in the ordinary course of business and consistent with past practiceaggregate, (iii) for liabilities that do not and would not could reasonably be expected to have a Material Adverse Effect whether or not required by generally accepted accounting principles to be provided or reserved against on a balance sheet prepared in accordance with generally accepted accounting principles; other than liabilities and obligations reflected or reserved against in the Company, (iv) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby, or (v) liabilities described in Section 3.05 consolidated financial statements of the Company Disclosure Scheduleand its consolidated subsidiaries included in the Company's quarterly report on Form 10-Q for the quarter ended December 31, neither 1999, or incurred since the date of the balance sheet included in such financial statements in the ordinary course of business which are not individually or collectively material to the Company nor any of its subsidiaries has any liabilities (whether accrued, absolute, contingent or otherwise)and the Subsidiaries taken as a whole.

SEC Documents; Undisclosed Liabilities. The Company (and its subsidiaries that were previously publicly traded) have Pubco has timely filed all required reports, schedules, forms, statements and other documents as required by the Securities and Exchange Commission (including exhibits the “SEC”) and Pubco has delivered or made available to the Company all reports, schedules, forms, statements and other information incorporated therein) documents filed with the SEC since October 9(collectively, 1999 (together with the Company's Registration Statement on Form S-1 (Registration No. 333-72883)and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "Company “Pubco SEC Documents"”). As of their respective dates, the Company Pubco 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 the rules and regulations of the SEC promulgated thereunder applicable to such Company Pubco SEC Documents, and none of the Company Pubco SEC Documents when filed (including any and all consolidated financial statements included therein) as of such date 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 therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Company revised or superseded by a subsequent filing with the SEC Document (a copy of which has been revised, updated or supplemented by a later filed provided to the Company SEC Documentprior to the date of this Agreement), none of the Company Pubco SEC Documents Documents, to the knowledge of Pubco’s management, contains any untrue statement of a material fact or omits to state any material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company Pubco included in the Company such Pubco SEC Documents comply as to form, as of their respective dates of filing with the SEC, form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto (the "Accounting Rules")thereto, have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP"except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company Pubco and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and changes in cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal recurring year-end audit adjustments and except for restructuring and related adjustments as disclosed on Section 3.05 of the Company Disclosure Scheduledetermined by Pubco’s independent accountants). Except (i) as reflected set forth in the Pubco SEC Documents, at the date of the most recent audited financial statements contained of Pubco included in the Company Pubco SEC Documents or in the notes theretoDocuments, (ii) for liabilities that have been Pubco has not incurred by the Company and its subsidiaries since June 30, 2001, in the ordinary course of business and consistent with past practice, (iii) for liabilities that do not and would not reasonably be expected to have a Material Adverse Effect on the Company, (iv) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby, or (v) liabilities described in Section 3.05 of the Company Disclosure Schedule, neither the Company nor any of its subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise)) which, individually or in the aggregate, could reasonably be expected to have a material adverse effect with respect to Pubco.

SEC Documents; Undisclosed Liabilities. The Company (and its subsidiaries that were previously publicly traded) have timely 4.6.1 For all periods subsequent to May 2, 2008, FPM has filed all required reports, schedules, forms, statements and other documents as required by the SEC in a timely basis (or has received a valid extension of such time of filing and has filed any such reports or other documents prior to the expiration of any such extension), and FPM has delivered or made available to FPI all reports, schedules, forms, statements and other documents filed with or furnished to the SEC during such period (collectively, and in each case including all exhibits and all other information schedules thereto and documents incorporated by reference therein) with the SEC since October 9, 1999 (together with the Company's Registration Statement on Form S-1 (Registration No. 333-72883), the "Company “FPM SEC Documents"”). As of their respective datesdates (or, if amended, supplemented or superseded by a filing prior to the Company date hereof, then as of the date of such amendment, supplement or superseding filing) the FPM 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 the rules and regulations of the SEC promulgated thereunder applicable to such Company FPM SEC Documents, and none of the Company FPM SEC Documents when filed (including any and all consolidated financial statements included therein) as of such date 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 therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Company SEC Document has been revised, updated or supplemented by a later filed Company SEC Document, none of the Company SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company FPM included in the Company such FPM SEC Documents comply as to form, as of their respective dates of filing with the SEC, form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto (the "Accounting Rules")thereto, have been prepared in accordance with generally accepted accounting principles GAAP ("GAAP"except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) ), have been reviewed by an independent accountant registered with the Public Company Accounting Oversight Board and fairly and accurately present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries FPM as of the dates thereof and the consolidated results of their operations and changes in cash flows for the periods then ended covered thereby (subject, in the case of unaudited quarterly statements, to normal recurring year-end audit adjustments and except for restructuring and related adjustments as disclosed on Section 3.05 of the Company Disclosure Schedule). Except (i) as reflected in the most recent financial statements contained in the Company SEC Documents or in the notes theretodetermined by FPM’s independent accountants, (ii) for liabilities that have been incurred by the Company and its subsidiaries since June 30, 2001, in the ordinary course of business and consistent with past practice, (iii) for liabilities that do which are not and would not reasonably be expected to have a Material Adverse Effect material adverse effect on the Company, (iv) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby, or (v) liabilities described in Section 3.05 of the Company Disclosure Schedule, neither the Company nor any of FPM and its subsidiaries has any liabilities (whether accrued, absolute, contingent or otherwisebusiness).

SEC Documents; Undisclosed Liabilities. The Company (and its subsidiaries that were previously publicly traded) have timely has filed or furnished all required reports, schedules, forms, statements and other documents (including exhibits all exhibits, supplements and all other information incorporated thereinamendments thereto) required to be filed or furnished by the Company with the SEC since October 9January 1, 1999 2009 (such documents, together with all exhibits and schedules thereto and all information incorporated therein by reference and any documents filed or furnished during such periods by the Company's Registration Statement Company to the SEC on Current Reports of Form S-1 (Registration No. 3338-72883)K, the "“Company SEC Documents"”). As of their its respective datesdate, the each Company SEC Documents Document complied as to form in all material respects with the requirements of the Exchange Act or the Securities Act of 1933 1933, as amended (the "“Securities Act") or the Exchange Act”), as the case may be, and the Xxxxxxxx-Xxxxx Act of 2002, including, in each case, the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documentsthereunder, and none of the Company SEC Documents when filed 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 in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Company SEC Document has been revised, updated or supplemented by a later filed Company SEC Document, none of the Company SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included in the Company SEC Documents comply as to form, as of their respective dates of filing with the SEC, form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto (the "Accounting Rules")thereto, have been prepared in accordance with generally accepted accounting principles GAAP ("GAAP"except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries the Company Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal recurring year-end audit adjustments and except for restructuring and related adjustments as disclosed on Section 3.05 of the Company Disclosure Scheduleadjustments). Except (i) as reflected in the most recent financial statements contained set forth in the Company SEC Documents filed and publicly available prior to the date hereof or in the notes thereto, (ii) for liabilities that have been incurred by the Company and its subsidiaries since June 30, 2001, in the ordinary course of business and consistent with past practice, (iii) for liabilities that do not and would not reasonably be expected to have a Material Adverse Effect on the Company, (iv) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby, or (v) liabilities described in Section 3.05 3.06 of the Company Disclosure ScheduleLetter, neither the Company nor any of its subsidiaries Company Subsidiary has any material liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise)) that are not set forth on a consolidated balance sheet of the Company or such Company Subsidiary or in the notes thereto.

SEC Documents; Undisclosed Liabilities. (a) The Company (and its subsidiaries that were previously publicly traded) have has filed or furnished, as applicable, on a timely filed basis, with the SEC all required reports, schedules, forms, statements and other documents required to be filed or furnished by the Company with the SEC pursuant to the Securities Act or the Exchange Act since October 7, 2021 (including exhibits the reports, schedules, forms, statements and all other information incorporated therein) with documents filed or furnished to the SEC since October 97, 1999 (together with 2021 and those filed or furnished to the Company's Registration Statement on Form S-1 (Registration No. 333-72883)SEC subsequent to the date of this Agreement, including any amendments thereto, collectively, the "“Company SEC Documents"”). As of their respective dateseffective dates (in the case of Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates or, if amended prior to the date hereof, the date of the filing of such amendment, with respect to the portions that are amended (in the case of all other Company SEC Documents), the Company SEC Documents complied as to form 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 the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents when filed as of such respective dates (or, if amended prior to the date hereof, the date of the filing of such amendment, with respect to the disclosures that are amended) 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 therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Company SEC Document has been revised, updated or supplemented by a later filed Company SEC Document, none of the Company SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the Company SEC Documents comply as to form, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto (the "Accounting Rules"), have been prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal recurring year-end audit adjustments and except for restructuring and related adjustments as disclosed on Section 3.05 of the Company Disclosure Schedule). Except (i) as reflected in the most recent financial statements contained in the Company SEC Documents or in the notes thereto, (ii) for liabilities that have been incurred by the Company and its subsidiaries since June 30, 2001, in the ordinary course of business and consistent with past practice, (iii) for liabilities that do not and would not reasonably be expected to have a Material Adverse Effect on the Company, (iv) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby, or (v) liabilities described in Section 3.05 of the Company Disclosure Schedule, neither the Company nor any of its subsidiaries has any liabilities (whether accrued, absolute, contingent or otherwise).

SEC Documents; Undisclosed Liabilities. The Company (and its subsidiaries that were previously publicly tradedi) have timely VeraSun has filed (or, where permitted, furnished) all required reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) required to be filed (or furnished) under the Securities Act, the Exchange Act or SOX by VeraSun or any of its Subsidiaries with the SEC since October 9June 1, 1999 2006 (such documents, together with any documents filed during such period by VeraSun with the Company's Registration Statement SEC on a voluntary basis on Current Reports on Form S-1 (Registration No. 3338-72883)K, collectively, the "Company “VeraSun SEC Documents"”). As of their respective dates, the Company VeraSun SEC Documents complied in all material respects with the requirements of the Securities Act of 1933 (the "Securities Act") or , the Exchange ActAct and SOX, as in each case to the case may be, and the rules and regulations of the SEC promulgated thereunder extent applicable to such Company VeraSun SEC Documents, and none of the Company VeraSun SEC Documents when filed (and, in the case of any registration statement under the Securities Act, at the time it was declared effective) 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 therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Company VeraSun SEC Document has been revised, updated amended, supplemented or supplemented superseded by a later filed Company VeraSun SEC Document, none of the Company VeraSun SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company VeraSun included in the Company VeraSun SEC Documents comply as to form, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto (the "Accounting Rules"), have been prepared in accordance with generally accepted accounting principles GAAP ("GAAP"except, in the case of unaudited statements, as permitted by Form 10-Q and Regulation S-X of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company VeraSun and its consolidated subsidiaries Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal recurring year-end audit adjustments and except for restructuring and related adjustments as disclosed on Section 3.05 the absence of the Company Disclosure Schedulefootnotes if applicable). Except for liabilities and obligations (i) as reflected or reserved against in the most recent financial statements contained in the Company SEC Documents balance sheet (or described in the notes thereto) of VeraSun included in the VeraSun Filed SEC Documents, (ii) for liabilities that have been incurred by the Company and its subsidiaries since June 30, 2001, in the ordinary course of business and consistent with past practice, (iii) for liabilities that do not and would not reasonably be expected to have a Material Adverse Effect on the Company, (iv) for liabilities incurred in connection with this Agreement or the US BioEnergy Shareholders Agreement or the transactions contemplated hereby, by this Agreement or the US BioEnergy Shareholders Agreement or (viii) liabilities described incurred since September 30, 2007, in Section 3.05 the ordinary course of the Company Disclosure Schedulebusiness, neither the Company VeraSun nor any of its subsidiaries Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise)) that, individually or in the aggregate, have had or are reasonably likely to have a Material Adverse Effect on VeraSun.

SEC Documents; Undisclosed Liabilities. The Company (and its subsidiaries that were previously publicly traded) have Pubco has timely filed all required reports, schedules, forms, statements and other documents as required by the Securities and Exchange Commission (including exhibits the “SEC”) and Pubco has delivered or made available to the Company all reports, schedules, forms, statements and other information incorporated therein) documents filed with the SEC since October 9(collectively, 1999 (together with the Company's Registration Statement on Form S-1 (Registration No. 333-72883)and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "Company “Pubco SEC Documents"”). As of their respective dates, the Company Pubco 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 the rules and regulations of the SEC promulgated thereunder applicable to such Pubco SEC Documents. Except to the extent revised or superseded by a subsequent filing with the SEC (a copy of which has been provided to the Company prior to the date of this Agreement), none of the Pubco SEC Documents, and none to the knowledge of the Company SEC Documents when filed contained Pubco’s management, contains any untrue statement of a material fact or omits to state any material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Company SEC Document has been revised, updated or supplemented by a later filed Company SEC Document, none of the Company SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company Pubco included in the Company such Pubco SEC Documents comply as to form, as of their respective dates of filing with the SEC, form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto (the "Accounting Rules")thereto, have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP"except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company Pubco and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and changes in cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal recurring year-end audit adjustments and except for restructuring and related adjustments as disclosed on Section 3.05 of the Company Disclosure Scheduledetermined by Pubco’s independent accountants). Except (i) as reflected set forth in the Pubco SEC Documents, at the date of the most recent audited financial statements contained of Pubco included in the Company Pubco SEC Documents or in the notes theretoDocuments, (ii) for liabilities that have been Pubco has not incurred by the Company and its subsidiaries since June 30, 2001, in the ordinary course of business and consistent with past practice, (iii) for liabilities that do not and would not reasonably be expected to have a Material Adverse Effect on the Company, (iv) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby, or (v) liabilities described in Section 3.05 of the Company Disclosure Schedule, neither the Company nor any of its subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise)) which, individually or in the aggregate, could reasonably be expected to have a material adverse effect with respect to Pubco.

SEC Documents; Undisclosed Liabilities. The (a) Since September 30, 1998, the Company (and its subsidiaries that were previously publicly traded) have timely has filed all required reports, schedules, forms, proxy, registration and other statements and other documents (including exhibits and all other information incorporated therein) with the SEC since October 9, 1999 (together with the Company's Registration Statement on Form S-1 (Registration No. 333-72883)collectively, the "Company SEC Documents"). As of the date of this Agreement, the last SEC Document filed by the Company was its Quarterly Report on Form 10-Q for the quarter ended December 31, 1999. As of their respective filing dates, the Company 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 the rules and regulations of the SEC promulgated thereunder applicable to such Company the SEC Documents. As of their respective filing dates, and none of the Company SEC Documents when filed 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 therein, in light of the circumstances under which they were made, not misleading. Except , except to the extent that information contained in any Company SEC Document has such statements have been revised, updated modified or supplemented superseded by a later SEC Document filed Company SEC Documentand publicly available prior to the Closing Dates, none the circumstances or bases for which modifications or supersessions have not and will not individually or in the aggregate result in any material liability or obligation on behalf of the Company SEC Documents contains under the Securities Act, the Exchange Act, the rules promulgated under the Securities Act or the Exchange Act, or any untrue statement of a material fact federal, state or omits to state any material fact required to be stated therein local anti-fraud, blue-sky, securities or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleadingsimilar laws. The consolidated financial statements of the Company included in the Company SEC Documents (as amended or supplemented by any later filed SEC Document filed and publicly available prior to January 1, 2000), comply as to form, as of their respective dates of filing with the SEC, form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto (the "Accounting Rules")thereto, have been prepared in accordance with generally accepted accounting principles ("GAAP"except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries the Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal recurring year-end audit adjustments and except for restructuring and related adjustments adjustments). Except as disclosed set forth in the SEC Documents, neither the Company nor any Subsidiary has any obligation or liability of any nature whatsoever (direct or indirect, matured or unmatured, absolute, accrued, contingent or otherwise) either (i) required by generally accepted accounting principles to be set forth on Section 3.05 a consolidated balance sheet of the Company Disclosure Schedule). Except (i) as reflected in and the most recent financial statements contained in the Company SEC Documents Subsidiaries or in the notes thereto, thereto or (ii) for liabilities that have been incurred by the Company and its subsidiaries since June 30which, 2001, individually or in the ordinary course of business and consistent with past practiceaggregate, (iii) for liabilities that do not and would not could reasonably be expected to have a Material Adverse Effect whether or not required by generally accepted accounting principles to be provided or reserved against on a balance sheet prepared in accordance with generally accepted accounting principles; other than liabilities and obligations reflected or reserved against in the Company, (iv) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby, or (v) liabilities described in Section 3.05 consolidated financial statements of the Company Disclosure Scheduleand its consolidated subsidiaries included in the Company's quarterly report on Form 10-Q for the quarter ended December 31, neither 1999, or incurred since the date of the balance sheet included in such financial statements in the ordinary course of business which are not individually or collectively material to the Company nor any of its subsidiaries has any liabilities (whether accrued, absolute, contingent or otherwise)and the Subsidiaries taken as a whole.

SEC Documents; Undisclosed Liabilities. The Company (and its subsidiaries that were previously publicly traded) have timely Since January 1, 1997, Parent has filed all required reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) with the SEC since October 9, 1999 (together with the Company's Registration Statement on Form S-1 (Registration No. 333-72883), the "Company Parent SEC Documents"). As of their respective dates, the Company Parent 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 the rules and regulations of the SEC promulgated thereunder applicable to such Company Parent SEC Documents, and none of the Company Parent SEC Documents when filed (as amended and restated and as supplemented by subsequently filed 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 in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Company SEC Document has been revised, updated or supplemented by a later filed Company SEC Document, none of the Company SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company Parent included in the Company Parent SEC Documents comply complied as to form, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto (the "Accounting Rules")thereto, have been prepared in accordance with generally accepted accounting principles GAAP ("GAAP"except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company Parent and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal recurring year-end audit adjustments and except for restructuring and related adjustments as disclosed on Section 3.05 of the Company Disclosure Scheduleadjustments). Except (i) as reflected in the most recent such financial statements contained in the Company SEC Documents or in the notes thereto, thereto or (ii) for liabilities that have been incurred by the Company and its subsidiaries since June 30, 2001, in the ordinary course of business and consistent with past practice, (iii) for liabilities that do not and would not reasonably be expected to have a Material Adverse Effect on the Company, (iv) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby, or (v) liabilities described in Section 3.05 of the Company Disclosure Schedule, neither the Company Parent nor any of its subsidiaries has any liabilities (whether accruedor obligations of any nature which, absoluteindividually or in the aggregate, contingent or otherwise)would have a material adverse effect on Parent.

SEC Documents; Undisclosed Liabilities. The Company (and its subsidiaries that were previously publicly traded) have Pubco has timely filed all required reports, schedules, forms, statements and other documents as required by the Securities and Exchange Commission (including exhibits the “SEC”) and Pubco has delivered or made available to the Company all reports, schedules, forms, statements and other information incorporated therein) documents filed with the SEC since October 9(collectively, 1999 (together with the Company's Registration Statement on Form S-1 (Registration No. 333-72883)and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "Company “Pubco SEC Documents"”). As of their respective dates, the Company Pubco 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 the rules and regulations of the SEC promulgated thereunder applicable to such Company Pubco SEC Documents, and none of the Company Pubco SEC Documents when filed (including any and all consolidated financial statements included therein) as of such date 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 therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Company revised or superseded by a subsequent filing with the SEC Document (a copy of which has been revised, updated or supplemented by a later filed provided to the Company SEC Documentprior to the Effective Date), none of the Company Pubco SEC Documents Documents, to the knowledge of Pubco’s management, contains any untrue statement of a material fact or omits to state any material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company Pubco included in the Company such Pubco SEC Documents comply as to form, as of their respective dates of filing with the SEC, form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto (the "Accounting Rules")thereto, have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP"except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company Pubco and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and changes in cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal recurring year-end audit adjustments and except for restructuring and related adjustments as disclosed on Section 3.05 of the Company Disclosure Scheduledetermined by Pubco’s independent accountants). Except (i) as reflected set forth in the Pubco SEC Documents, at the date of the most recent audited financial statements contained of Pubco included in the Company Pubco SEC Documents or in the notes theretoDocuments, (ii) for liabilities that have been Pubco has not incurred by the Company and its subsidiaries since June 30, 2001, in the ordinary course of business and consistent with past practice, (iii) for liabilities that do not and would not reasonably be expected to have a Material Adverse Effect on the Company, (iv) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby, or (v) liabilities described in Section 3.05 of the Company Disclosure Schedule, neither the Company nor any of its subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise)) which, individually or in the aggregate, could reasonably be expected to have a material adverse effect with respect to Pubco.

SEC Documents; Undisclosed Liabilities. The Since January 1, 1995, the Company (and its subsidiaries that were previously publicly traded) have timely has filed all required reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) with the SEC since October 9, 1999 (together with the Company's Registration Statement on Form S-1 (Registration No. 333-72883), the "Company SEC Documents"). As of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933 1933, as amended (the "Securities Act") ), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and none of the no Company SEC Documents Document when filed (as amended and restated and as supplemented by subsequently filed Company SEC Documents) 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 therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Company SEC Document has been revised, updated or supplemented by a later filed Company SEC Document, none of the Company SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the Company SEC Documents comply complied as to form, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto (the "Accounting Rules")thereto, have been prepared in accordance with generally accepted accounting principles GAAP ("GAAP"except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal recurring year-end audit adjustments and except for restructuring and related adjustments as disclosed on Section 3.05 of the Company Disclosure Scheduleadjustments). Except (i) as reflected in the most recent such financial statements contained in the Company SEC Documents or in the notes thereto, thereto or (ii) for liabilities that have been incurred by the Company and its subsidiaries since June 30, 2001, in the ordinary course of business and consistent with past practice, (iii) for liabilities that do not and would not reasonably be expected to have a Material Adverse Effect on the Company, (iv) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby, or (v) liabilities described in Section 3.05 of the Company Disclosure Schedule, neither the Company nor any of its subsidiaries has any liabilities (whether accruedor obligations of any nature which, absoluteindividually or in the aggregate, contingent or otherwise)would have a material adverse effect on the Company.

SEC Documents; Undisclosed Liabilities. The Company (and its subsidiaries that were previously publicly traded) have timely has filed all required reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) required to be filed by the Company with the SEC since October 9January 1, 1999 1998 (together with the Company's Registration Statement on Form S-1 (Registration No. 333-72883), the "Company COMPANY SEC DocumentsDOCUMENTS"). As of their its respective datesdate, the each Company SEC Documents Document complied in all material respects with the requirements of the Exchange Act or the Securities Act of 1933 1933, as amended (the "Securities ActSECURITIES ACT") or the Exchange Act), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC DocumentsDocument, and none of the Company SEC Documents when filed 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 in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Company SEC Document has been revised, updated or supplemented by a later filed Company SEC Document, none As of the Company date of this Agreement, the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1999 (filed on March 30, 2000) (the "1999 FORM 10-K"), its definitive Proxy Statement with respect to its 2000 Special Meeting (filed on April 19, 2000), its Quarterly Report on Form 10-Q for the quarter ended March 31, 2000 (filed on May 12, 2000), and its Current Report on Form 8-K (filed on May 12, 2000) (collectively, the "2000 SEC Documents contains DOCUMENTS") taken together do not contain any untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included in the Company SEC Documents comply as to form, as of their respective dates of filing with the SEC, form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto (the "Accounting Rules")thereto, have been prepared in accordance with generally accepted accounting principles ("GAAP") (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal recurring year-end audit adjustments and except for restructuring and related adjustments as disclosed on Section 3.05 of the Company Disclosure Scheduleadjustments). Except (i) as reflected set forth in the most recent financial statements contained in the Filed Company SEC Documents or in the notes thereto, (ii) for liabilities that have been incurred by the Company and its subsidiaries since June 30, 2001, in the ordinary course of business and consistent with past practice, (iii) for liabilities that do not and would not reasonably be expected to have a Material Adverse Effect on the Company, (iv) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby, or (v) liabilities described as defined in Section 3.05 of the Company Disclosure Schedule3.08), neither the Company nor any of its subsidiaries Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise)) required by GAAP to be set forth on a consolidated balance sheet of the Company and its consolidated subsidiaries or in the notes thereto, other than liabilities or obligations incurred in the ordinary course of business consistent with prior practice since the date of the most recent financial statements included in the Filed Company SEC Documents.

SEC Documents; Undisclosed Liabilities. The Company (and its subsidiaries that were previously publicly traded) have timely --------------------------------------- has filed all required reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) required to be filed by the Company with the SEC since October 9December 31, 1999 1997 (together with the Company's Registration Statement on Form S-1 (Registration No. 333-72883), the "Company ------- SEC Documents"). As of their its respective datesdate, the each Company SEC Documents Document complied ------------- in all material respects with the requirements of the Exchange Act or the Securities Act of 1933 1933, as amended (the "Securities Act") or the Exchange Act), as the case may be, -------------- and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC DocumentsDocument, and none of the Company SEC Documents when filed 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 in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Company SEC Document has been revised, updated or supplemented by a later filed Company SEC Document, none of the Company SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the Company SEC Documents comply as to formcomplied, as of their respective dates of filing with the SECdate they were filed, as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto (the "Accounting Rules")thereto, have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") (except as may be indicated in the notes thereto ---- and, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal normal, recurring year-end audit adjustments and except for restructuring and related adjustments as disclosed on Section 3.05 of the Company Disclosure Scheduleadjustments). Except (i) as reflected set forth in the most recent financial statements contained in the Filed Company SEC Documents or (as defined in the notes theretoSection 3.08), (ii) for liabilities that have been incurred by the Company and its subsidiaries since June 30, 2001, in the ordinary course has no material liabilities or obligations of business and consistent with past practice, (iii) for liabilities that do not and would not reasonably be expected to have a Material Adverse Effect on the Company, (iv) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby, or (v) liabilities described in Section 3.05 of the Company Disclosure Schedule, neither the Company nor any of its subsidiaries has any liabilities nature (whether accrued, absolute, contingent or otherwise)) required by GAAP to be set forth on a balance sheet of the Company or in the notes thereto other than liabilities and obligations incurred in the ordinary course of business since June 30, 1999.

SEC Documents; Undisclosed Liabilities. The Company (and its subsidiaries that were previously publicly traded) have timely has filed all required reports, schedules, forms, forms and registration statements and other documents (including exhibits and all other information incorporated therein) with the SEC required to be filed pursuant to the Securities Act or the Exchange Act and the rules and regulations of the SEC promulgated thereunder since October 9January 1, 1999 (together with the Company's Registration Statement on Form S-1 (Registration No. 333-72883)collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "Company SEC Documents"). As of their respective dates, the Company 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 the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents when filed (including any and all financial statements included therein) as of such dates 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 therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Company SEC Document has been revised, updated or supplemented by a later filed Company SEC Document, none of the Company SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included in the Company SEC Documents comply (the "SEC Financial Statements") complied as to form, as of their respective dates of filing with the SEC, form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto (the "Accounting Rules")thereto, have been prepared in accordance with United States generally accepted accounting principles ("GAAP"except as may be indicated therein or in the notes thereto and except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended (subject, in the case of unaudited quarterly statements, to normal recurring year-end audit adjustments and except for restructuring and related adjustments the absence of footnotes). Except as disclosed set forth on Section 3.05 3.5 of the Company Disclosure Schedule). Except , to the best knowledge of the Company, since July 31, 2000 until the date hereof, neither the Company nor any of its subsidiaries has incurred any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required, if known, to be reflected or reserved against on a consolidated balance sheet of the Company prepared in accordance with GAAP except (i) as reflected in and to the most recent financial statements contained in extent set forth on the Company SEC Documents or in the notes thereto, (ii) for liabilities that have been incurred by audited balance sheet of the Company and its subsidiaries since June 30as of July 31, 20012000 (including the notes thereto), (ii) as incurred in connection with the transactions contemplated by this Agreement, (iii) as incurred after July 31, 2000 in the ordinary course of business and consistent with past practice, (iii) for liabilities that do not and would not reasonably be expected to have a Material Adverse Effect on the Company, (iv) for liabilities incurred to the extent specifically described in connection with this Agreement the SEC Documents filed since July 31, 2000 but on or prior to the transactions contemplated herebydate hereof (the "Recent SEC Documents"), or (v) liabilities described as would not, individually or in Section 3.05 of the aggregate, have a Company Disclosure Schedule, neither the Company nor any of its subsidiaries has any liabilities (whether accrued, absolute, contingent or otherwise)Material Adverse Effect.

SEC Documents; Undisclosed Liabilities. The Company (and its subsidiaries that were previously publicly traded) have timely Since January 1, 1995, Parent has filed all required reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) with the SEC since October 9, 1999 (together with the Company's Registration Statement on Form S-1 (Registration No. 333-72883), the "Company Parent SEC Documents"). As of their respective dates, the Company Parent 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 the rules and regulations of the SEC promulgated thereunder applicable to such Company Parent SEC Documents, and none of the Company Parent SEC Documents when filed (as amended and restated and as supplemented by subsequently filed 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 in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Company SEC Document has been revised, updated or supplemented by a later filed Company SEC Document, none of the Company SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company Parent included in the Company Parent SEC Documents comply complied as to form, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto (the "Accounting Rules")thereto, have been prepared in accordance with generally accepted accounting principles GAAP ("GAAP"except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company Parent and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal recurring year-end audit adjustments and except for restructuring and related adjustments as disclosed on Section 3.05 of the Company Disclosure Scheduleadjustments). Except (i) as reflected in the most recent such financial statements contained in the Company SEC Documents or in the notes thereto, thereto or (ii) for liabilities that have been incurred by the Company and its subsidiaries since June 30, 2001, in the ordinary course of business and consistent with past practice, (iii) for liabilities that do not and would not reasonably be expected to have a Material Adverse Effect on the Company, (iv) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby, or (v) liabilities described in Section 3.05 of the Company Disclosure Schedule, neither the Company Parent nor any of its subsidiaries has any liabilities (whether accruedor obligations of any nature which, absoluteindividually or in the aggregate, contingent or otherwise)would have a material adverse effect on Parent.

SEC Documents; Undisclosed Liabilities. The Company (and its subsidiaries that were previously publicly tradedi) have timely filed Parent has filed, or furnished, as applicable, all required reports, schedules, forms, registration statements and other documents (including exhibits and all other information incorporated therein) with the SEC since October 9February 12, 1999 2007 (together with the Company's Registration Statement on Form S-1 (Registration No. 333-72883), the "Company “Parent SEC Documents"”). As of their respective datesdates of filing with the SEC (or, if amended or superseded by a filing prior to the date hereof, as of the date of such filing), the Company Parent 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 the rules and regulations of the SEC promulgated thereunder applicable to such Company Parent SEC Documents, and none of the Company Parent SEC Documents when filed 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 therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Company SEC Document has been revised, updated or supplemented by a later filed Company SEC Document, none of the Company SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company Parent included in the Company Parent SEC Documents comply complied as to form, as of their respective dates of filing with the SEC, in all material respects with all applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto and, (except, in the "Accounting Rules"case of unaudited statements, as permitted by Form 10-QSB of the SEC), have been prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes theretodisclosed therein) and fairly present in all material respects the consolidated financial position of the Company Parent and its consolidated subsidiaries as of the dates thereof Subsidiaries and the consolidated results of their operations operations, changes in stockholders’ equity and cash flows of such companies as of the dates and for the periods then ended (subjectshown. Except for any comments issued on the Parent’s Registration Statement on Form SB-2 filed with the SEC on May 16, in 2007, there are no outstanding comments from the case of unaudited statements, to normal recurring year-end audit adjustments and except for restructuring and related adjustments as disclosed on Section 3.05 Staff of the Company Disclosure Schedule). Except (i) as reflected in the most recent financial statements contained in the Company SEC Documents or in the notes thereto, (ii) for liabilities that have been incurred by the Company and its subsidiaries since June 30, 2001, in the ordinary course of business and consistent with past practice, (iii) for liabilities that do not and would not reasonably be expected respect to have a Material Adverse Effect on the Company, (iv) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby, or (v) liabilities described in Section 3.05 any of the Company Disclosure Schedule, neither the Company nor any of its subsidiaries has any liabilities (whether accrued, absolute, contingent or otherwise)Parent SEC Documents.

SEC Documents; Undisclosed Liabilities. The Company (a) SXE and its subsidiaries that were previously publicly traded) Subsidiaries have timely filed and furnished all required reports, schedules, forms, statements certifications, prospectuses, and registration, proxy and other documents (including exhibits and all other information incorporated therein) statements required to be filed by them with the SEC since October 9December 31, 1999 2014 (collectively and together with the Company's Registration Statement all documents filed on a voluntary basis on Form S-1 (Registration No. 3338-72883)K, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "Company “SXE SEC Documents"”). As The SXE SEC Documents, as of their respective dates, effective dates (in the Company case of the SXE SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates (in the case of all other SXE SEC Documents), or, if amended, as finally amended prior to the date of this Agreement, complied in all material respects with the requirements of the Exchange Act, the Securities Act and the Xxxxxxxx-Xxxxx Act of 1933 2002, as amended, and the rules and regulations promulgated thereunder (the "Securities “Xxxxxxxx-Xxxxx Act") or the Exchange Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SXE SEC Documents, and none of the Company SXE SEC Documents when filed as of such respective dates 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 therein, in light of the circumstances under which they were made, not misleading. Except As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC staff with respect to the extent that information contained in any Company SXE SEC Document has been revised, updated or supplemented by a later filed Company SEC DocumentDocuments. To the Knowledge of SXE, none of the Company SXE SEC Documents contains any untrue statement is the subject of a material fact ongoing SEC review or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the Company SEC Documents comply as to form, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto (the "Accounting Rules"), have been prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal recurring year-end audit adjustments and except for restructuring and related adjustments as disclosed on Section 3.05 of the Company Disclosure Schedule). Except (i) as reflected in the most recent financial statements contained in the Company SEC Documents or in the notes thereto, (ii) for liabilities that have been incurred by the Company and its subsidiaries since June 30, 2001, in the ordinary course of business and consistent with past practice, (iii) for liabilities that do not and would not reasonably be expected to have a Material Adverse Effect on the Company, (iv) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby, or (v) liabilities described in Section 3.05 of the Company Disclosure Schedule, neither the Company nor any of its subsidiaries has any liabilities (whether accrued, absolute, contingent or otherwise)investigation.

SEC Documents; Undisclosed Liabilities. The (a) Since June 27, 2009, the Company (and its subsidiaries that were previously publicly traded) have timely has filed with or furnished to the SEC all required reports, schedules, formsforms and registration statements (including without limitation the registration statement on Form S-3 filed September 24, statements 2010, as amended) (collectively, and in each case including all exhibits, schedules, and amendments thereto and other documents (including exhibits and all other information incorporated by reference therein) with the SEC since October 9, 1999 (together with the Company's Registration Statement on Form S-1 (Registration No. 333-72883), the "Company “SEC Documents"”). As of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933 1933, as amended (the "“Securities Act") or ”), the Exchange Act, and the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents when filed (including any and all financial statements included therein) as of such dates 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 therein, in light of the circumstances under which they were made, not misleading. Except None of the Company’s Subsidiaries is, or at any time since June 27, 2009 has been, required to file any forms, reports or other documents with the SEC. The Company has previously delivered (except to the extent that such filings are publicly available on the XXXXX system) to Parent each registration statement, report, proxy statement or information contained statement (other than preliminary materials) filed by the Company with the SEC since June 27, 2009, each in the form (including exhibits and any amendments thereto) filed with the SEC prior to the date hereof. There are no outstanding or unresolved comments from any comment letters received by the Company from the SEC Document has been revisedrelating to reports, updated statements, schedules, registration statements or supplemented other filings filed by a later filed the Company SEC Documentwith the SEC. To the Knowledge of the Company, none of the Company SEC Documents contains is the subject of any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the Company SEC Documents comply as to form, as of their respective dates of filing with ongoing review by the SEC, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto (the "Accounting Rules"), have been prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal recurring year-end audit adjustments and except for restructuring and related adjustments as disclosed on Section 3.05 of the Company Disclosure Schedule). Except (i) as reflected in the most recent financial statements contained in the Company SEC Documents or in the notes thereto, (ii) for liabilities that have been incurred by the Company and its subsidiaries since June 30, 2001, in the ordinary course of business and consistent with past practice, (iii) for liabilities that do not and would not reasonably be expected to have a Material Adverse Effect on the Company, (iv) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby, or (v) liabilities described in Section 3.05 of the Company Disclosure Schedule, neither the Company nor any of its subsidiaries has any liabilities (whether accrued, absolute, contingent or otherwise).

SEC Documents; Undisclosed Liabilities. The Company (and its subsidiaries that were previously publicly tradedi) have timely US BioEnergy has filed (or, where permitted, furnished) all required reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) required to be filed (or furnished) under the Securities Act, the Exchange Act or the Xxxxxxxx-Xxxxx Act of 2002 (including the rules and regulations promulgated thereunder, “SOX”) by US BioEnergy or any of its Subsidiaries with the SEC since October 9December 1, 1999 2006 (such documents, together with any documents filed during such period by US BioEnergy with the Company's Registration Statement SEC on a voluntary basis on Current Reports on Form S-1 (Registration No. 3338-72883)K, collectively, the "Company “US BioEnergy SEC Documents"”). As of their respective dates, the Company US BioEnergy SEC Documents complied in all material respects with the requirements of the Securities Act of 1933 (the "Securities Act") or , the Exchange ActAct and SOX, as in each case to the case may be, and the rules and regulations of the SEC promulgated thereunder extent applicable to such Company US BioEnergy SEC Documents, and none of the Company US BioEnergy SEC Documents when filed (and, in the case of any registration statement under the Securities Act, at the time it was declared effective) 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 therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Company US BioEnergy SEC Document has been revised, updated amended, supplemented or supplemented superseded by a later filed Company US BioEnergy SEC Document, none of the Company US BioEnergy SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company US BioEnergy included in the Company US BioEnergy SEC Documents comply as to form, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto (the "“Accounting Rules"”), have been prepared in accordance with generally accepted accounting principles in the United States ("“GAAP"”) (except, in the case of unaudited statements, as permitted by Form 10-Q and Regulation S-X of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company US BioEnergy and its consolidated subsidiaries Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal recurring year-end audit adjustments and except for restructuring and related adjustments as disclosed on Section 3.05 the absence of the Company Disclosure Schedulefootnotes, if applicable). Except for liabilities and obligations (i) as reflected or reserved against in the most recent financial statements contained in the Company SEC Documents balance sheet (or described in the notes thereto) of US BioEnergy included in the US BioEnergy Filed SEC Documents, (ii) for liabilities that have been incurred by the Company and its subsidiaries since June 30, 2001, in the ordinary course of business and consistent with past practice, (iii) for liabilities that do not and would not reasonably be expected to have a Material Adverse Effect on the Company, (iv) for liabilities incurred in connection with this Agreement or the VeraSun Shareholders Agreement or the transactions contemplated hereby, by this Agreement or the VeraSun Shareholders Agreement or (viii) liabilities described incurred since September 30, 2007, in Section 3.05 the ordinary course of the Company Disclosure Schedulebusiness, neither the Company US BioEnergy nor any of its subsidiaries Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise)) that, individually or in the aggregate, have had or are reasonably likely to have a Material Adverse Effect on US BioEnergy.

SEC Documents; Undisclosed Liabilities. The Company (and its subsidiaries that were previously publicly tradeda) have timely Purchaser has filed all required reports, schedules, formsforms and registration, statements proxy and other documents (including exhibits and all other information incorporated therein) statements with the SEC since October 9January 1, 1999 2000 (together with the Company's Registration Statement on Form S-1 (Registration No. 333-72883)collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "Company SEC Documents"). None of Purchaser's subsidiaries are required to file periodic reports with the SEC pursuant to the Exchange Act. As of their respective dateseffective dates (in the case of SEC Documents that are registration statements filed pursuant to the Securities Act) and as of their respective SEC filing dates (in the case of all other SEC Documents), the Company SEC Documents complied in all material respects with the requirements of the Exchange Act and the Securities Act of 1933 (the "Securities Act") or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents when filed as of such respective dates 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 therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Company SEC Document has been revised, updated revised or supplemented superseded by a later later-filed Company SEC Document, none of the Company SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company Purchaser included in the Company SEC Documents comply as to form, as of their respective dates of filing with the SEC, form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto (the "Accounting Rules")thereto, have been prepared in accordance with generally accepted accounting principles GAAP ("GAAP"except, in the case of unaudited quarterly statements, as indicated in the notes thereto) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company Purchaser and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal recurring year-end audit adjustments and except for restructuring and related adjustments as disclosed on Section 3.05 none of the Company Disclosure Schedule). Except (i) as reflected in the most recent financial statements contained in the Company SEC Documents which has been or will be, individually or in the notes theretoaggregate, (ii) for liabilities that have been incurred by the Company and its subsidiaries since June 30, 2001, in the ordinary course of business and consistent with past practice, (iii) for liabilities that do not and would not reasonably be expected to have a Material Adverse Effect on the Company, (iv) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby, or (v) liabilities described in Section 3.05 of the Company Disclosure Schedule, neither the Company nor any of its subsidiaries has any liabilities (whether accrued, absolute, contingent or otherwisematerial).

SEC Documents; Undisclosed Liabilities. (a) The Company (and its subsidiaries that were previously publicly traded) have has timely filed all required reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) with the SEC since October 9relating to periods commencing on or after September 1, 1999 1998 (together with the Company's Registration Statement on Form S-1 (Registration No. 333-72883)such reports, schedules, forms, statements and other documents being hereinafter referred to as the "Company SEC Documents"). As of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Exchange Act or the Securities Act of 1933 1933, as amended (the "Securities Act") or the Exchange Act), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents when filed as of such dates 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 therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Company SEC Document has been revised, updated or supplemented by a later filed Company SEC Document, none of the Company SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included in the Company SEC Documents comply as to form, as of their respective dates of filing with the SEC, form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto (the "Accounting Rules")thereto, have been prepared in accordance with generally accepted accounting principles in the United States ("GAAP") (except, in the case of unaudited quarterly statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may otherwise be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their its operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal recurring year-end audit adjustments and except for restructuring and related adjustments as disclosed on Section 3.05 of the Company Disclosure Schedule). Except (i) as reflected in the most recent financial statements contained in the Company SEC Documents or in the notes thereto, (ii) for liabilities that have been incurred by the Company and its subsidiaries since June 30, 2001, in the ordinary course of business and consistent with past practice, (iii) for liabilities that do not and would not reasonably be expected to have a Material Adverse Effect on the Company, (iv) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby, or (v) liabilities described in Section 3.05 of the Company Disclosure Schedule, neither the Company nor any of its subsidiaries has any liabilities (whether accrued, absolute, contingent or otherwiseadjustments).

SEC Documents; Undisclosed Liabilities. (a) The Company (and its subsidiaries that were previously publicly traded) have timely has filed all required reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) required to be filed by the Company with the SEC since October 9December 31, 1999 2002 (together with the Company's Registration Statement on Form S-1 (Registration No. 333-72883)all information incorporated therein by reference, the "Company “SEC Documents"”). As of their its respective datesdate, the Company each SEC Documents Document complied in all material respects with the requirements of the Securities Act of 1933 (the "Securities Act") or the Exchange Act1933, as the case may beamended, and the rules and regulations of the SEC promulgated thereunder (the “Securities Act”), the Exchange Act and the Sxxxxxxx-Xxxxx Act of 2002, and the rules and regulations promulgated thereunder (“SOX”), in each case, applicable to such Company SEC DocumentsDocument, and none of the Company SEC Documents when filed 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 therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Company SEC Document has been revised, updated duly revised or supplemented superseded by a later later-filed Company SEC Document filed and publicly available prior to March 9, 2005 (a “Filed SEC Document”), none of the Company SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the Company SEC Documents comply as to form, as As of their respective dates of filing with the SEC, the consolidated financial statements (including the related notes) of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto (the "Accounting Rules")thereto, have been prepared in accordance with generally accepted accounting principles in the United States ("“GAAP"”) (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and ). Such consolidated financial statements fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal recurring year-end audit adjustments and except for restructuring and related adjustments as disclosed on Section 3.05 ended. None of the Company Disclosure Schedule). Except (i) as reflected in the most recent financial statements contained in the Company SEC Documents or in the notes thereto, (ii) for liabilities that have been incurred by the Company and its subsidiaries since June 30, 2001, in the ordinary course of business and consistent with past practice, (iii) for liabilities that do not and would not reasonably be expected to have a Material Adverse Effect on the Company, (iv) for liabilities incurred in connection with this Agreement or the transactions contemplated herebySubsidiaries is, or (vhas at any time been, subject to the reporting requirements of Section 13(a) liabilities described in Section 3.05 or 15(d) of the Company Disclosure Schedule, neither the Company nor any of its subsidiaries has any liabilities (whether accrued, absolute, contingent or otherwise)Exchange Act.

SEC Documents; Undisclosed Liabilities. The Company (and its subsidiaries that were previously publicly traded) have timely Industrial Scientific has filed all required reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) with the SEC since October 9, 1999 Securities and Exchange Commission (together with the Company's Registration Statement on Form S-1 (Registration No. 333-72883), the "Company SEC") since January 1, 1997 (the "SEC Documents"). As of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933 1933, as amended (the "Securities Act") ), or the Securities 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 Company SEC Documents, and none of the Company SEC Documents when filed 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 therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Company SEC Document has been revised, updated revised or supplemented superseded by a later filed Company SEC Document, none of the Company SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company Industrial Scientific included in the Company SEC Documents comply as to form, as of their respective dates of filing with the SEC, form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto (the "Accounting Rules")thereto, have been prepared in accordance with generally accepted accounting principles GAAP ("GAAP"except, in the case of unaudited statements, as permitted by applicable instructions or regulations of the SEC relating to the preparation of quarterly reports on Form10-Q) applied on a consistent basis during the periods period involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries Industrial Scientific as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal recurring year-end audit adjustments and except for restructuring and related adjustments as disclosed on Section 3.05 of the Company Disclosure Schedule). Except (i) as reflected in the most recent financial statements contained in the Company SEC Documents or in the notes thereto, (ii) for liabilities that have been incurred by the Company and its subsidiaries since June 30, 2001, in the ordinary course of business and consistent with past practice, (iii) for liabilities that do not and would not reasonably be expected to have a Material Adverse Effect on the Company, (iv) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby, or (v) liabilities described in Section 3.05 of the Company Disclosure Schedule, neither the Company nor any of its subsidiaries has any liabilities (whether accrued, absolute, contingent or otherwiseadjustments).

SEC Documents; Undisclosed Liabilities. The Company (and its subsidiaries that were previously publicly tradeda) have timely Parent has filed all required reports, schedules, formsforms and registration, statements proxy and other documents (including exhibits and all other information incorporated therein) statements with the SEC since October 9January 1, 1999 2000 (together with the Company's Registration Statement on Form S-1 (Registration No. 333-72883)collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "Company SEC Documents"). None of Parent's subsidiaries are required to file periodic reports with the SEC pursuant to the Exchange Act. As of their respective dateseffective dates (in the case of SEC Documents that are registration statements filed pursuant to the Securities Act) and as of their respective SEC filing dates (in the case of all other SEC Documents), the Company SEC Documents complied in all material respects with the requirements of the Exchange Act and the Securities Act of 1933 (the "Securities Act") or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents when filed as of such respective dates 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 therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Company SEC Document has been revised, updated revised or supplemented superseded by a later later-filed Company SEC Document, none of the Company SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company Parent included in the Company SEC Documents comply as to form, as of their respective dates of filing with the SEC, form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto (the "Accounting Rules")thereto, have been prepared in accordance with generally accepted accounting principles GAAP ("GAAP"except, in the case of unaudited quarterly statements, as indicated in the notes thereto) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company Parent and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal recurring year-end audit adjustments and except for restructuring and related adjustments as disclosed on Section 3.05 none of the Company Disclosure Schedule). Except (i) as reflected in the most recent financial statements contained in the Company SEC Documents which has been or will be, individually or in the notes theretoaggregate, (ii) for liabilities that have been incurred by the Company and its subsidiaries since June 30, 2001, in the ordinary course of business and consistent with past practice, (iii) for liabilities that do not and would not reasonably be expected to have a Material Adverse Effect on the Company, (iv) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby, or (v) liabilities described in Section 3.05 of the Company Disclosure Schedule, neither the Company nor any of its subsidiaries has any liabilities (whether accrued, absolute, contingent or otherwisematerial).

SEC Documents; Undisclosed Liabilities. The Company (and its subsidiaries that were previously publicly traded) have timely Interiors has filed all required registration statements, prospectuses, reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) with the SEC since October 9June 30, 1999 1994 (together with the Company's Registration Statement on Form S-1 (Registration No. 333-72883), the "Company Interiors SEC Documents"). As of their respective dates, the Company Interiors 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 the rules and regulations of the SEC promulgated thereunder applicable to such Company Interiors SEC Documents, and none of the Company Interiors SEC Documents when filed 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 therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Company SEC Document has been revised, updated or supplemented by a later filed Company SEC Document, none of the Company SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company Interiors included in the Company Interiors SEC Documents comply as to form, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto (the "Accounting Rules")thereto, have been prepared in accordance with generally accepted accounting principles ("GAAP") GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company Interiors and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal recurring year-end audit adjustments and except for restructuring and related adjustments as disclosed on Section 3.05 of the Company Disclosure Schedule)adjustments. Except (i) as reflected in the most recent such financial statements contained in the Company SEC Documents or in the notes thereto, (ii) for liabilities that have been incurred by the Company and its subsidiaries since June 30, 2001, in the ordinary course of business and consistent with past practice, (iii) for liabilities that do not and would not reasonably be expected to have a Material Adverse Effect on the Company, (iv) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby, or (viii) liabilities described incurred in Section 3.05 the ordinary course of the Company Disclosure Schedulebusiness, neither the Company Interiors nor any of its subsidiaries has any liabilities (whether accruedor obligations of any nature which, absoluteindividually or in the aggregate, contingent or otherwise)would have a material adverse effect on Interiors.

SEC Documents; Undisclosed Liabilities. The Company (and its subsidiaries that were previously publicly tradedi) have timely filed XM has filed, or furnished, as applicable, all required reports, schedules, forms, registration statements and other documents (including exhibits and all other information incorporated therein) with the SEC since October 9December 31, 1999 2004 (together with the Company's Registration Statement on Form S-1 (Registration No. 333-72883), the "Company “XM SEC Documents"”). As of their respective datesdates of filing with the SEC (or, if amended or superseded by a filing prior to the date hereof, as of the date of such filing), the Company XM 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 the rules and regulations of the SEC promulgated thereunder applicable to such Company XM SEC Documents, and none of the Company XM SEC Documents when filed 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 therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Company SEC Document has been revised, updated or supplemented by a later filed Company SEC Document, none of the Company SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company XM included in the Company XM SEC Documents comply complied as to form, as of their respective dates of filing with the SEC, in all material respects with all applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto (except, in the "Accounting Rules"case of unaudited statements, as permitted by Form 10-Q of the SEC), have been prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes theretodisclosed therein) and fairly present in all material respects the consolidated financial position of the Company XM and its consolidated subsidiaries as of the dates thereof Subsidiaries and the consolidated results of their operations operations, changes in stockholders’ equity and cash flows of such companies as of the dates and for the periods then ended (subject, in shown. There are no outstanding comments from the case of unaudited statements, to normal recurring year-end audit adjustments and except for restructuring and related adjustments as disclosed on Section 3.05 Staff of the Company Disclosure Schedule). Except (i) as reflected in the most recent financial statements contained in the Company SEC Documents or in the notes thereto, (ii) for liabilities that have been incurred by the Company and its subsidiaries since June 30, 2001, in the ordinary course of business and consistent with past practice, (iii) for liabilities that do not and would not reasonably be expected respect to have a Material Adverse Effect on the Company, (iv) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby, or (v) liabilities described in Section 3.05 any of the Company Disclosure Schedule, neither the Company nor any of its subsidiaries has any liabilities (whether accrued, absolute, contingent or otherwise)XM SEC Documents.

SEC Documents; Undisclosed Liabilities. The Company (and its subsidiaries that were previously publicly traded) the Company Subsidiaries have timely filed all required reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) required to be filed by the Company or any Company Subsidiary with the SEC since October 9January 1, 1999 1998 (together with the Company's Registration Statement on Form S-1 (Registration No. 333-72883), the "Company SEC Documents"). As of their respective dates, the Each Company SEC Documents Document complied in all material respects as of its respective date with the requirements of the Exchange Act or the Securities Act of 1933 1933, as amended (the "Securities Act") or the Exchange Act), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC DocumentsDocument, and none of except to the extent that information contained in any Company SEC Documents when Document has been revised or superseded by a later filed contained Company SEC Document, does not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Company SEC Document has been revised, updated or supplemented by a later filed Company SEC Document, none of the Company SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included in the Company SEC Documents comply as to form, as of their respective dates of filing with the SEC, form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto (the "Accounting Rules")thereto, have been prepared in accordance with generally accepted accounting principles ("GAAP") (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal recurring year-end audit adjustments and except for restructuring and related adjustments adjustments). Except as disclosed on set forth in the Filed Company SEC Documents (as defined in Section 3.05 of 3.08) or the Company Disclosure Schedule). Except (i) as reflected Letter or incurred after the date hereof in the most recent financial statements contained in the Company SEC Documents or in the notes theretousual, (ii) for liabilities that have been incurred by the Company regular and its subsidiaries since June 30, 2001, in the ordinary course of business in substantially the same manner as previously conducted and consistent with past practice, (iii) for liabilities that do not and would not reasonably be expected to have a Material Adverse Effect on the Company, (iv) for liabilities incurred in connection with prohibited by this Agreement or the transactions contemplated hereby, or (v) liabilities described in Section 3.05 of the Company Disclosure ScheduleAgreement, neither the Company nor any of its subsidiaries Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise)) required by GAAP to be set forth on a consolidated balance sheet of the Company and its consolidated subsidiaries or in the notes thereto and that, individually or in the aggregate, could reasonably be expected to have a Company Material Adverse Effect.

SEC Documents; Undisclosed Liabilities. The Company (a) PSI has filed with the SEC PSI's registration statement on Form SB-2 (the "PSI SB-2"), which became effective on August 9, 1995 (the "PSI SB-2 Effective Date"), and its subsidiaries that were previously publicly traded) have timely filed all required reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) with the SEC since October 9, 1999 PSI's SB-2 Effective Date (together with the Company's Registration Statement on PSI Form S-1 (Registration No. 333-72883)SB-2, the "Company PSI SEC Documents"). As of their respective dates, the Company PSI SEC Documents complied as to form 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 the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and none of the Company PSI SEC Documents when filed 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 therein, in light of the circumstances under which they were made, not misleading. Except to (b) As of their respective dates, the extent that information contained in any Company SEC Document has been revised, updated or supplemented by a later filed Company SEC Document, none of the Company SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company PSI included in the Company PSI SEC Documents comply complied as to form, as of their respective dates of filing with the SEC, form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto (the "Accounting Rules")thereto, have been were prepared in accordance with generally accepted accounting principles ("GAAP"except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present present, in all material respects respects, the consolidated financial position of the Company and its consolidated subsidiaries PSI as of the dates thereof and the consolidated results of their its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal recurring year-end audit adjustments adjustments). (c) Attached hereto as Schedule 4.5 are the audited financial statements of PSI for the year ended December 31, 1996 ("PSI 1996 Financial Statements"). The PSI 1996 Financial Statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis and except fairly present, in all material respects, the financial position of PSI as of such date and the results of its operations and cash flows for restructuring and related adjustments the period then ended. (d) Except as disclosed on Section 3.05 set forth in the filed PSI SEC Documents, or in Schedule 4.5, as of the Company Disclosure Schedule). Except (i) as reflected in the most recent financial statements contained in the Company SEC Documents or in the notes theretodate of this Agreement, (ii) for liabilities that PSI does not have been incurred by the Company and its subsidiaries since June 30, 2001, in the ordinary course of business and consistent with past practice, (iii) for liabilities that do not and would not reasonably be expected to have a Material Adverse Effect on the Company, (iv) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby, or (v) liabilities described in Section 3.05 of the Company Disclosure Schedule, neither the Company nor any of its subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise)) required by generally accepted accounting principles to be recognized or disclosed on a balance sheet of PSI or in the notes thereto and which, individually or in the aggregate, would have a material adverse effect on PSI. (e) None of the information contained in the Proxy Statement or any Other Filing shall, on the date the Proxy Statement is first mailed to stockholders or any such Other Filing is made, as the case may be, at the time of PSI Stockholders Meeting or on the Closing Date, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they will be made, not misleading. Notwithstanding the foregoing, PSI makes no representations or warranties with respect to any information supplied by Parent or Acquisition specifically for use in any of the foregoing documents. The Proxy Statement shall comply as to form in all material respects with the applicable provisions of the Exchange Act and the rules and regulations promulgated thereunder and any Other Filings filed by PSI shall comply as to form in all material respects with all applicable requirements of law. Section 4.6.

SEC Documents; Undisclosed Liabilities. (a) The Company (and its subsidiaries that were previously publicly traded) have has timely filed all required reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) with the SEC since October 9relating to periods commencing on or after December 31, 1999 1998 (together with the Company's Registration Statement on Form S-1 (Registration No. 333-72883)such reports, schedules, forms, statements and other documents being hereinafter referred to as the "Company SEC Documents"). As Except as set forth on Section 3.05(a) --------------- of the Company Disclosure Letter, as of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Exchange Act or the Securities Act of 1933 1933, as amended (the "Securities Act") or the Exchange Act), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents when filed as of such dates 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 therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Company SEC Document has been revised, updated or supplemented by a later filed Company SEC Document, none of the Company SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included in the Company SEC Documents comply as to form, as of their respective dates of filing with the SEC, form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto (the "Accounting Rules")thereto, have been prepared in accordance with generally accepted accounting principles in the United States ("GAAP") (except, in the case of unaudited quarterly statements, as permitted by Form 10- Q of the SEC) applied on a consistent basis during the periods involved (except as may otherwise be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their its operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal recurring year-end audit adjustments and except for restructuring and related adjustments as disclosed on Section 3.05 of the Company Disclosure Schedule). Except (i) as reflected in the most recent financial statements contained in the Company SEC Documents or in the notes thereto, (ii) for liabilities that have been incurred by the Company and its subsidiaries since June 30, 2001, in the ordinary course of business and consistent with past practice, (iii) for liabilities that do not and would not reasonably be expected to have a Material Adverse Effect on the Company, (iv) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby, or (v) liabilities described in Section 3.05 of the Company Disclosure Schedule, neither the Company nor any of its subsidiaries has any liabilities (whether accrued, absolute, contingent or otherwiseadjustments).

SEC Documents; Undisclosed Liabilities. The Company (and its subsidiaries that were previously publicly traded) have timely has filed all required reports, schedules, forms, forms and registration statements and other documents (including exhibits and all other information incorporated therein) with the SEC since October 9January 1, 1999 1998 (together with the Company's Registration Statement on Form S-1 (Registration No. 333-72883)collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "Company SEC Documents"). As of their respective dates, the Company 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 the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents when filed (including any and all financial statements included therein) as of such dates 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 therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Company SEC Document has been revised, updated or supplemented by a later filed Company SEC Document, none None of the Company SEC Documents contains any untrue statement of a material fact or omits to state any material fact Company's subsidiaries is required to be stated therein file periodic reports with the SEC pursuant to Section 13 or necessary in order to make the statements therein, in light 15(d) of the circumstances under which they were made, not misleadingExchange Act. The consolidated financial statements of the Company included in the Company SEC Documents (the "SEC Financial Statements") comply as to form, as of their respective dates of filing with the SEC, form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto (the "Accounting Rules")thereto, have been prepared in accordance with generally accepted accounting principles GAAP ("GAAP"except, in the case of unaudited consolidated quarterly statements, (i) as permitted by Form 10-Q of the SEC, (ii) as may be indicated in footnotes thereto or in the SEC Documents and (iii) that they are subject to normal and recurring year-end adjustments none of which has been or will be material) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal recurring year-end audit adjustments and except for restructuring and related adjustments as disclosed on Section 3.05 none of which has been or will be material). Total Consolidated Net Indebtedness of the Company Disclosure Schedule). Except (i) as reflected in the most recent financial statements contained in the Company SEC Documents or in the notes thereto, (ii) for liabilities that have been incurred by the Company and its subsidiaries since June 30of December 14, 2001, was not more than $213 million. "Total Consolidated Net Indebtedness" means (a) all obligations for borrowed money; (b) all obligations to pay deferred purchase price of property or services excluding trade account payables in the ordinary course of business and consistent with past practice(excluding contingent payment obligations under the Contingent Payment Agreement dated January 15, 1999, as amended, by and among Marius ven der Watt, JRAM Trust, Universal Technologies Insurance Company Limited, International Technologies Insurance Company Limited, EMTMLT 1998 Trust, Impac Technologies, Inc. and SLC Technologies, Inc.); (iiic) for liabilities that do not and would not reasonably be expected to have a Material Adverse Effect on the Companyall obligations evidenced by notes, (iv) for liabilities incurred in connection with this Agreement or the transactions contemplated herebybonds, debentures, or other similar instruments; (vd) liabilities described all indebtedness created or arising under any conditional sale or other title retention agreement with respect to acquired property; (e) capital lease obligations; and (f) all reimbursement obligations contingent or otherwise, under a drawn acceptance, letter of credit or a similar facility, less cash and cash equivalents. Except as set forth in Section 3.05 3.6 of the Company Disclosure Schedule, neither the Company nor any of its subsidiaries has incurred any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) whether or not required, if known, to be reflected or reserved against on a consolidated balance sheet of the Company prepared in accordance with GAAP or the notes thereto except (i) as and to the extent set forth on the audited balance sheet of the Company and its subsidiaries as of December 31, 2000 (including the notes thereto), (ii) as incurred in connection with the Transactions, (iii) as incurred after December 31, 2000 in the ordinary course of business consistent with past practice, (iv) as described in the SEC Documents filed since December 31, 2000 but prior to the date of this Agreement or (v) as would not reasonably be expected to be material and adverse to the Company and its subsidiaries taken as a whole.

SEC Documents; Undisclosed Liabilities. The Company (and its subsidiaries that were previously publicly traded) have timely Sonic Foundry has filed all required reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) filings with the SEC since October 9September 30, 1999 2013, pursuant to Sections 13 and 15 of the Securities Exchange Act, as applicable (together with the Company's Registration Statement on Form S-1 (Registration No. 333-72883), the "Company “Sonic Foundry SEC Documents"”). As of their its respective datesfiling date, the Company each Sonic Foundry SEC Documents Document complied in all material respects with the requirements of the Securities Exchange Act of 1933 (the "Securities Act") or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company Sonic Foundry SEC DocumentsDocument, and none of the Company SEC Documents when filed 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 in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Company Sonic Foundry SEC Document has been revised, updated revised or supplemented superseded by a later filed Company Sonic Foundry SEC Document, none of the Company Sonic Foundry SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Except as set forth in the Sonic Foundry SEC Documents, the financial statements of the Company Sonic Foundry included in the Company Sonic Foundry SEC Documents comply as to form, as of their respective dates of filing with the SEC, form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto (the "Accounting Rules")thereto, have been prepared in accordance with the U.S. generally accepted accounting principles ("“GAAP"”) (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries Sonic Foundry as of the dates thereof and the consolidated results of their its operations and cash flows for the periods then ended shown (subject, in the case of unaudited statements, to normal recurring year-end audit adjustments and except for restructuring and related adjustments as disclosed on Section 3.05 of the Company Disclosure Schedule). Except (i) as reflected in the most recent financial statements contained in the Company SEC Documents or in the notes thereto, (ii) for liabilities that have been incurred by the Company and its subsidiaries since June 30, 2001, in the ordinary course of business and consistent with past practice, (iii) for liabilities that do not and would not reasonably be expected to have a Material Adverse Effect on the Company, (iv) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby, or (v) liabilities described in Section 3.05 of the Company Disclosure Schedule, neither the Company nor any of its subsidiaries has any liabilities (whether accrued, absolute, contingent or otherwiseadjustments).

SEC Documents; Undisclosed Liabilities. The Company (and its subsidiaries that were previously publicly traded) have timely has filed all required reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) required to be filed by the Company with the SEC since October 9June 23, 1999 1998 (together with the Company's Registration Statement on Form S-1 (Registration No. 333-72883), the "Company COMPANY SEC DocumentsDOCUMENTS"). As of their its respective datesdate, the each Company SEC Documents Document complied in all material respects with the requirements of the Exchange Act or the Securities Act of 1933 1933, as amended (the "Securities ActSECURITIES ACT") or the Exchange Act), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC DocumentsDocument, and none of the Company SEC Documents when filed 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 in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Company SEC Document has been revised, updated or supplemented by a later filed Company SEC Document, none As of the Company date of this Agreement, the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2001 (filed with the SEC Documents contains on April 1, 2002) (the "2001 FORM 10-K"), its definitive Proxy Statement with respect to its 2001 Annual Meeting of the Company's shareholders (filed with the SEC on April 30, 2001), and its Quarterly Report on Form 10-Q for the quarter ended March 31, 2002 (filed with the SEC on May 15, 2002) (collectively, the "2002 SEC DOCUMENTS") taken together do not contain any untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included in the Company SEC Documents comply complied as to form, as of their respective dates of filing with the SEC, form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto (as of the "Accounting Rules")dates of their respective filing, have been were prepared in accordance with generally accepted accounting principles ("GAAP") (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects presented the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal recurring year-end audit adjustments and except for restructuring and related adjustments as disclosed on Section 3.05 of the Company Disclosure Scheduleadjustments). Except (i) as reflected set forth in the most recent financial statements contained in the Filed Company SEC Documents or in the notes thereto, (ii) for liabilities that have been incurred by the Company and its subsidiaries since June 30, 2001, in the ordinary course of business and consistent with past practice, (iii) for liabilities that do not and would not reasonably be expected to have a Material Adverse Effect on the Company, (iv) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby, or (v) liabilities described as defined in Section 3.05 of the Company Disclosure Schedule3.08), neither the Company nor any of its subsidiaries Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise)) required by GAAP to be set forth on a consolidated balance sheet of the Company and its consolidated subsidiaries or in the notes thereto, other than liabilities or obligations incurred in the ordinary course of business consistent with prior practice since the date of the most recent financial statements included in the Filed Company SEC Documents.

SEC Documents; Undisclosed Liabilities. The Company (and its subsidiaries that were previously publicly traded) have timely 4.6.1 For all periods subsequent to December 31, 2008, Trist has filed all required reports, schedules, forms, statements and other documents as required by the SEC in a timely basis (or has received a valid extension of such time of filing and has filed any such reports or other documents prior to the expiration of any such extension), and Trist has delivered or made available to Z&Z all reports, schedules, forms, statements and other documents filed with or furnished to the SEC during such period (collectively, and in each case including all exhibits and all other information schedules thereto and documents incorporated by reference therein) with the SEC since October 9, 1999 (together with the Company's Registration Statement on Form S-1 (Registration No. 333-72883), the "Company “Trist SEC Documents"”). As of their respective datesdates (or, if amended, supplemented or superseded by a filing prior to the Company date hereof, then as of the date of such amendment, supplement or superseding filing) the Trist 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 the rules and regulations of the SEC promulgated thereunder applicable to such Company Trist SEC Documents, and none of the Company Trist SEC Documents when filed (including any and all consolidated financial statements included therein) as of such date 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 therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Company SEC Document has been revised, updated or supplemented by a later filed Company SEC Document, none of the Company SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company Trist included in the Company such Trist SEC Documents comply as to form, as of their respective dates of filing with the SEC, form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto (the "Accounting Rules")thereto, have been prepared in accordance with generally accepted accounting principles GAAP ("GAAP"except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) ), have been reviewed by an independent accountant registered with the Public Company Accounting Oversight Board and fairly and accurately present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries Trist as of the dates thereof and the consolidated results of their operations and changes in cash flows for the periods then ended covered thereby (subject, in the case of unaudited quarterly statements, to normal recurring year-end audit adjustments and except for restructuring and related adjustments as disclosed on Section 3.05 of the Company Disclosure Schedule). Except (i) as reflected in the most recent financial statements contained in the Company SEC Documents or in the notes theretodetermined by Trist’s independent accountants, (ii) for liabilities that have been incurred by the Company and its subsidiaries since June 30, 2001, in the ordinary course of business and consistent with past practice, (iii) for liabilities that do which are not and would not reasonably be expected to have a Material Adverse Effect material adverse effect on the Company, (iv) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby, or (v) liabilities described in Section 3.05 of the Company Disclosure Schedule, neither the Company nor any of Trist and its subsidiaries has any liabilities (whether accrued, absolute, contingent or otherwisebusiness).

SEC Documents; Undisclosed Liabilities. The Company (and its subsidiaries that were previously publicly traded) have timely Parent has filed all required reports, schedules, forms, statements and other documents as required by the U.S. Securities and Exchange Commission (including exhibits the “SEC”) and Parent has delivered or made available to IneedMD all reports, schedules, forms, statements and other information incorporated therein) documents filed with the SEC since October 9(collectively, 1999 (together with the Company's Registration Statement on Form S-1 (Registration No. 333-72883)and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "Company “Parent SEC Documents"”). As of their respective dates, the Company The Parent 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 the rules and regulations of the SEC promulgated thereunder applicable to such Company Parent SEC Documentsdocuments, and none of the Company Parent SEC Documents when filed (including any and all consolidated financial statements included therein) as of such date 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 therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Company revised or superseded by a subsequent filing with the SEC Document (a copy of which has been revised, updated or supplemented by a later filed Company SEC Documentprovided to IneedMD prior to the date of this Agreement), none of the Company Parent SEC Documents contains any untrue statement of a material fact or omits to state any material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company Parent included in the Company such Parent SEC Documents comply as to form, as of their respective dates of filing with the SEC, form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto (the "Accounting Rules")thereto, have been prepared in accordance with generally accepted accounting principles ("GAAP"except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company Parent and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and changes in cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal recurring year-end audit adjustments and except for restructuring and related adjustments as disclosed on Section 3.05 of the Company Disclosure Scheduledetermined by Parent’s independent accountants). Except (i) as reflected set forth in the Parent SEC Documents, at the date of the most recent audited financial statements contained of Parent included in the Company Parent SEC Documents Documents, neither Parent nor any of its subsidiaries had, and since such date neither Parent nor any of such subsidiaries has incurred, any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which, individually or in the notes theretoaggregate, (ii) for liabilities that have been incurred by the Company and its subsidiaries since June 30, 2001, in the ordinary course of business and consistent with past practice, (iii) for liabilities that do not and would not could reasonably be expected to have a Material Adverse Effect on the Company, (iv) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby, or (v) liabilities described in Section 3.05 of the Company Disclosure Schedule, neither the Company nor any of its subsidiaries has any liabilities (whether accrued, absolute, contingent or otherwise)respect to Parent.

SEC Documents; Undisclosed Liabilities. The Company (and its subsidiaries that were previously publicly traded) have timely has filed all required registration statements, prospectuses, reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) required to be filed by it with the SEC U.S. Securities and Exchange Commission (“SEC”) since October 9December 31, 1999 2009 (together with the Company's Registration Statement on Form S-1 (Registration No. 333-72883)collectively, and in each case including all exhibits, schedules and amendments thereto and documents incorporated by reference therein, the "Company “SEC Documents"”). As of their respective dates, the Company 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 the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents when filed (including any and all financial statements included therein) as of such dates 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 therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Company SEC Document has been revised, updated or supplemented by a later filed Company SEC Document, none of the Company SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included in the Company SEC Documents (the “SEC Financial Statements”) comply as to form, as of their respective dates of filing with the SEC, form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto (the "Accounting Rules")thereto, have been prepared in accordance with generally accepted accounting principles GAAP ("GAAP"except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal recurring year-end audit adjustments and except for restructuring and related adjustments as disclosed adjustments). Since December 31, 2009, neither the Company nor any of its subsidiaries, has incurred any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required, if known, to be reflected or reserved against on Section 3.05 a consolidated balance sheet of the Company Disclosure Schedule). Except prepared in accordance with GAAP except (i) as reflected in and to the most recent financial statements contained in extent set forth on the Company SEC Documents or in the notes thereto, (ii) for liabilities that have been incurred by audited balance sheet of the Company and its subsidiaries since June 30as of December 31, 20012009 (including the notes thereto) included in the SEC Documents, (ii) as incurred in connection with the transactions contemplated by this Agreement, (iii) as incurred after December 31, 2009 in the ordinary course of business and consistent with past practice, (iii) for liabilities that do not and would not reasonably be expected to have a Material Adverse Effect on the Company, (iv) for liabilities incurred as described in connection with this Agreement the SEC Documents filed since December 31, 2009 (such SEC Documents, excluding any exhibits thereto or documents incorporated by reference therein, the transactions contemplated hereby“Recent SEC Documents”), or (v) liabilities described as would not, individually or in Section 3.05 the aggregate, have a Company Material Adverse Effect. If, at any time prior to the Effective Time, the Company shall obtain knowledge of any material facts that would require supplementing or amending any of the foregoing documents in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or to comply with applicable laws, such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of the Company. The management of the Company Disclosure Schedulehas (i) designed disclosure controls and procedures, neither or caused such disclosure controls to be designed under its supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to the management of the Company nor by others within those entities, and (ii) has disclosed, based on its most recent evaluation of internal controls over financial reporting, to the Company’s auditors and the audit committee of the Company’s Board of Directors (A) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information and (B) any of its subsidiaries has any liabilities (fraud, whether accruedor not material, absolute, contingent that involves management or otherwise)other employees who have a significant role in the Company’s internal controls over financial reporting.

SEC Documents; Undisclosed Liabilities. The Company (and its subsidiaries that were previously publicly traded) have timely DFI has filed all required reports, schedules, forms, statements and other documents DFI SEC Documents (including exhibits and all other information incorporated thereinas defined in Section 8.03) with the SEC since October 9December 31, 1999 (together with the Company's Registration Statement on Form S-1 (Registration No. 333-72883), the "Company SEC Documents")1996. As of their respective dates, the Company DFI 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 the rules and regulations of the SEC promulgated thereunder applicable to such Company DFI SEC Documents, and none of the Company DFI SEC Documents when filed 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 therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Company SEC Document has been revised, updated or supplemented by a later filed Company SEC Document, none of the Company SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company DFI included in the Company DFI SEC Documents comply as to form, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto (the "Accounting Rules")thereto, have been prepared in accordance with generally accepted accounting principles GAAP ("GAAP"except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company DFI and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal recurring year-end audit adjustments and except for adjustments). DFI has not treated as restructuring and related adjustments as disclosed on Section 3.05 charges any significant expenses that DFI would otherwise have expensed against operating income in the ordinary course of the Company Disclosure Schedule)business. Except (i) as reflected in the most recent such financial statements contained in the Company SEC Documents or in the notes thereto, thereto or (ii) for liabilities that have been incurred by the Company and its subsidiaries since June 30, 2001, in the ordinary course of business and consistent with past practice, (iii) for liabilities that do not and would not reasonably be expected to have a Material Adverse Effect on the Company, (iv) for liabilities incurred in connection with this Agreement or the transactions expressly contemplated hereby, or (v) liabilities described in Section 3.05 of the Company Disclosure Schedule, neither the Company DFI nor any of its subsidiaries has any liabilities (whether accruedor obligations which, absoluteindividually or in the aggregate, contingent or otherwise)would have a material adverse effect on DFI.

SEC Documents; Undisclosed Liabilities. The Company (and its subsidiaries that were previously publicly traded) have timely has filed with the SEC all required reports, schedules, forms, statements and other documents required pursuant to the Securities Act and the Exchange Act since January 1, 1996 (collectively, and in each case including all exhibits and all other information schedules thereto and documents incorporated by reference therein) with the SEC since October 9, 1999 (together with the Company's Registration Statement on Form S-1 (Registration No. 333-72883), the "Company SEC Documents"). As of their respective dates, the Company SEC Documents complied as to form 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 the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents. As of their respective dates, and (i) none of the Company SEC Documents when (including any and all financial statements included therein) filed pursuant to the Securities Act or any rule or regulation thereunder 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 therein not misleading and (ii) none of the SEC Documents (including any and all financial statements included therein) filed pursuant to the Exchange Act or any rule or regulation thereunder 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 therein, in the light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Company SEC Document has been revised, updated revised or supplemented superseded by a later filed Company SEC Document, none of the Company SEC Documents (including any and all financial statements included therein) contains any untrue statement of a material fact or omits to state any a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included in the Company all SEC Documents filed since January 1, 1996 (the "SEC Financial Statements") comply as to form, as of their respective dates of filing with the SEC, form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto (the "Accounting Rules")thereto, have been prepared in accordance with generally accepted accounting principles ("GAAP") except, in the case of unaudited consolidated quarterly financial statements, as permitted by Form 10-Q of the SEC), applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and ). The SEC Financial Statements fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal recurring year-end audit adjustments and except for restructuring and related adjustments adjustments). Except as disclosed on in Section 3.05 3.01(e) of the Company Disclosure Schedule). Except (i) , as reflected in the most recent financial statements contained in the Company SEC Documents or in the notes thereto, (ii) for liabilities that have been incurred by the Company and its subsidiaries since June 30, 2001, in the ordinary course of business and consistent with past practice, (iii) for liabilities that do not and would not reasonably be expected to have a Material Adverse Effect on the Company, (iv) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby, or (v) liabilities described in Section 3.05 of the Company Disclosure Scheduledate hereof, neither the Company nor any of its subsidiaries Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise)) required by generally accepted accounting principles to be recognized or disclosed on a consolidated balance sheet of the Company and its Subsidiaries or in the notes thereto, except (i) liabilities reflected in the audited consolidated balance sheet of the Company as of June 30, 1997 or the notes thereto (the "1997 Balance Sheet") included in the SEC Documents, (ii) liabilities disclosed in any Recent SEC Document and (iii) liabilities incurred since June 30, 1997 in the ordinary course of business consistent with past practice.

SEC Documents; Undisclosed Liabilities. The Company (and its subsidiaries that were previously publicly traded) have timely has filed with the SEC all required reports, schedules, forms, statements and other documents required pursuant to the Securities Act and the Exchange Act since October 1, 1994 (collectively, and in each case including all exhibits and all other information schedules thereto and documents incorporated by reference therein) with the SEC since October 9, 1999 (together with the Company's Registration Statement on Form S-1 (Registration No. 333-72883), the "Company SEC Documents"). ------------- As of their respective dates, the Company SEC Documents complied as to form 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 the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents. As of their respective dates, and (i) none of the Company SEC Documents when (including any and all financial statements included therein) filed pursuant to the Securities Act or any rule or regulation thereunder 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 therein not misleading and (ii) none of the SEC Documents (including any and all financial statements included therein) filed pursuant to the Exchange Act or any rule or regulation thereunder 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 therein, in the light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Company SEC Document has been revised, updated revised or supplemented superseded by a later filed Company SEC Document, none of the Company SEC Documents (including any and all financial statements included therein) contains any untrue statement of a material fact or omits to state any a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included in the Company all SEC Documents filed since October 1, 1994 (the "SEC Financial Statements") ------------------------ comply as to form, as of their respective dates of filing with the SEC, form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto (the "Accounting Rules")thereto, have been prepared in accordance with generally accepted accounting principles ("GAAP") except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC), applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and ). The SEC Financial Statements fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal recurring year-end audit adjustments and except for restructuring and related adjustments as disclosed on Section 3.05 of the Company Disclosure Scheduleadjustments). Except (i) as reflected in the most recent financial statements contained in the Company SEC Documents or in the notes thereto, (ii) for liabilities that have been incurred by the Company and its subsidiaries since June 30, 2001, in the ordinary course of business and consistent with past practice, (iii) for liabilities that do not and would not reasonably be expected to have a Material Adverse Effect on the Company, (iv) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby, or (v) liabilities described disclosed in Section 3.05 3.01(e) of the Company Disclosure Schedule, neither the Company nor any of its subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by generally accepted accounting principles to be recognized or disclosed on a consolidated balance sheet of the Company and its subsidiaries or in the notes thereto, except (i) liabilities reflected in the consolidated audited balance sheet of the Company as of September 30, 1996 or the notes thereto (the "1996 Balance Sheet"), (ii) liabilities disclosed in ------------------ any SEC Document filed by the Company prior to the date of this Agreement with respect to any period ending, or date occurring, after September 30, 1996 and (iii) liabilities incurred since September 30, 1996 in the ordinary course of business consistent with past practice.

SEC Documents; Undisclosed Liabilities. (a) The Company (and its subsidiaries that were previously publicly traded) have timely has filed with the SEC all required reports, schedules, forms, proxy, registration and other statements and other documents (including exhibits and all other information incorporated therein) with the SEC since October 9, 1999 (together with the Company's Registration Statement on Form S-1 (Registration No. 333-72883)collectively, the "Company SEC Documents"). As of the date of this Agreement, the last SEC Document filed by the Company was the Company's Annual Report on Form 10-K for the year ended December 31, 1998. As of their respective filing dates, the Company 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 the rules and regulations of the SEC promulgated thereunder applicable to such Company the SEC Documents. As of their respective filing dates, and none of the Company SEC Documents when filed 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 therein, in light of the circumstances under which they were made, not misleading. Except , except to the extent that information contained in any Company SEC Document has such statements have been revised, updated modified or supplemented superseded by a later SEC Document filed Company SEC Documentand publicly available prior to the Closing Date, none the circumstances or bases for which modifications or supersessions have not and will not individually or in the aggregate result in any material liability or obligation on behalf of the Company SEC Documents contains under the Securities Act, the Exchange Act, the rules promulgated under the Securities Act or the Exchange Act, or any untrue statement of a material fact federal, state or omits to state any material fact required to be stated therein local anti-fraud, blue-sky, securities or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleadingsimilar laws. The consolidated financial statements of the Company included in the Company SEC Documents (as amended or supplemented by any later filed SEC Document filed and publicly available prior to March 31, 1999), comply as to form, as of their respective dates of filing with the SEC, form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto (the "Accounting Rules")thereto, have been prepared in accordance with generally accepted accounting principles ("GAAP") GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries the Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal recurring year-end audit adjustments and except for restructuring and related adjustments as disclosed on Section 3.05 of the Company Disclosure Scheduleadjustments). Except (i) as Other than liabilities and obligations reflected or reserved against in the most recent consolidated financial statements contained in the Company SEC Documents or in the notes thereto, (ii) for liabilities that have been incurred by of the Company and its subsidiaries consolidated Subsidiaries included in the Company's Annual Report on Form10-K for the year ended December 31, 1998, or incurred since June 30, 2001, the date of the balance sheet included in such financial statements in the ordinary course of business which are not individually or collectively material to the Company and consistent with past practicethe Subsidiaries taken as a whole, and except as set forth in the SEC Documents (iiiwhich includes, without limitation, descriptions of the uncertainties involved in determining reserve for insurance payments), neither the Company nor any Subsidiary has any obligation or liability of any nature whatsoever (direct or indirect, matured or unmatured, absolute, accrued, contingent or otherwise) for liabilities that do not either (i) required by GAAP to be set forth on a consolidated balance sheet of the Company and would not the Subsidiaries or in the notes thereto or (ii) which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect whether or not required by GAAP to be provided for or reserved against on the Company, (iv) for liabilities incurred a balance sheet prepared in connection accordance with this Agreement or the transactions contemplated hereby, or (v) liabilities described in Section 3.05 of the Company Disclosure Schedule, neither the Company nor any of its subsidiaries has any liabilities (whether accrued, absolute, contingent or otherwise)GAAP.

SEC Documents; Undisclosed Liabilities. The Company (Parent and each of its subsidiaries that were previously publicly traded) have timely is required to file any registration statement, prospectus, report, schedule, form, statement or other document with the SEC, has filed all required registration statements, prospectuses, reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) required to be filed by it with the SEC since October 9(collectively, 1999 (together with the Company's Registration Statement on Form S-1 (Registration No. 333-72883)and in each case including all exhibits, schedules and amendments thereto and documents incorporated by reference therein, the "Company “Parent SEC Documents")”) since December 31, 2008. As of their respective dates, the Company Parent 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 the rules and regulations of the SEC promulgated thereunder applicable to such Company Parent SEC Documents, and none of the Company Parent SEC Documents when filed (including any and all financial statements included therein) as of such dates 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 therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Company SEC Document has been revised, updated or supplemented by a later filed Company SEC Document, none of the Company SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company Parent included in the Company Parent SEC Documents (the “Parent SEC Financial Statements”) comply as to form, as of their respective dates of filing with the SEC, form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto (the "Accounting Rules")thereto, have been prepared in accordance with generally accepted accounting principles GAAP ("GAAP"except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company Parent and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal recurring year-end audit adjustments and except for restructuring and related adjustments as disclosed on Section 3.05 of the Company Disclosure Scheduleadjustments). Except Since December 31, 2008, neither Parent nor any of its subsidiaries has incurred any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required, if known, to be reflected or reserved against on a consolidated balance sheet of Parent prepared in accordance with GAAP except (i) as reflected in and to the most recent financial statements contained in extent set forth on the Company SEC Documents or in audited balance sheet of Parent and its subsidiaries as of December 31, 2008 (including the notes thereto) included in the Parent SEC Documents, (ii) for liabilities that have been as incurred in connection with the transactions contemplated by the Company and its subsidiaries since June 30this Agreement, 2001(iii) as incurred after December 31, 2008 in the ordinary course of business and consistent with past practice, (iii) for liabilities that do not and would not reasonably be expected to have a Material Adverse Effect on the Company, (iv) for liabilities incurred as described in connection with this Agreement the Parent SEC Documents filed since December 31, 2008 (such SEC Documents, excluding any exhibits thereto or documents incorporated by reference therein, the transactions contemplated hereby“Parent Recent SEC Documents”), or (v) liabilities described as would not, individually or in Section 3.05 the aggregate, have a Parent Material Adverse Effect. If, at any time prior to the Effective Time, Parent shall obtain knowledge of any material facts that would require supplementing or amending any of the Company Disclosure Scheduleforegoing documents in order to make the statements therein, neither in the Company nor any light of its subsidiaries has any liabilities (whether accruedthe circumstances under which they were made, absolutenot misleading, contingent or otherwise)to comply with applicable laws, such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of Parent.

SEC Documents; Undisclosed Liabilities. The Company (and its subsidiaries that were previously publicly traded) have has timely filed all required reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) with the SEC since and including October 928, 1999 (together with the Company's Registration Statement on Form S-1 (Registration No. 333-72883)collectively, the "Company SEC Documents"). As of their respective dates, the Company 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 the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents when filed 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 therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Company SEC Document has been revised, updated revised or supplemented superseded by a later later-filed Company SEC Document, none of the Company SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the Company SEC Documents comply as to form, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto (the "Accounting Rules"), with respect thereto, are complete and correct in all material respects in accordance with the books and records of the Company and its Subsidiaries, have been prepared in accordance with generally accepted accounting principles GAAP ("GAAP") except, in the case of unaudited statements, as permitted by the Accounting Rules), applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) ), and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal recurring year-end audit adjustments and except for restructuring and related adjustments as disclosed on Section 3.05 of the Company Disclosure Scheduleadjustments). Except (i) as reflected in such financial statements, in the most recent financial statements contained notes thereto or elsewhere in the Company Filed SEC Documents or in the notes thereto, (ii) for liabilities that have been incurred by the Company and its subsidiaries since June 30, 2001, in the ordinary course of business and consistent with past practice, (iii) for liabilities that do not and would not reasonably be expected to have a Material Adverse Effect on the Company, (iv) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby, hereby or (v) liabilities described in Section 3.05 of the Company Disclosure Schedulethereby, neither the Company nor any of its subsidiaries Subsidiaries has any liabilities (whether accruedor obligations of any nature which, absoluteindividually or in the aggregate, contingent or otherwise)are reasonably likely to have a Material Adverse Effect on the Company.

SEC Documents; Undisclosed Liabilities. The Company (and its subsidiaries that were previously publicly traded) have timely McKesson has filed all -------------------------------------- required registration statements, prospectuses, reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) with the SEC since October 9December 31, 1999 1996 (together with the Company's Registration Statement on Form S-1 (Registration No. 333-72883), the "Company McKesson SEC Documents"). As of their respective dates, the Company McKesson SEC Documents complied in all material respects with the requirements of the Securities Act of 1933 1933, as amended (the "Securities Act") ), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company McKesson SEC Documents, and none of the Company McKesson SEC Documents when filed 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 therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Company SEC Document has been revised, updated or supplemented by a later filed Company SEC Document, none of the Company SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company McKesson included in the Company McKesson SEC Documents comply as to form, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto (the "Accounting Rules")thereto, have been prepared in accordance with generally accepted accounting principles GAAP ("GAAP"except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company McKesson and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal recurring year-end audit adjustments and except for restructuring and related adjustments as disclosed on Section 3.05 of the Company Disclosure Schedulewhich are not material). Except (i) as reflected in the most recent such financial statements contained in the Company SEC Documents or in the notes thereto, thereto or (ii) for liabilities that have been incurred by the Company and its subsidiaries since June 30, 2001, in the ordinary course of business and consistent with past practice, (iii) for liabilities that do not and would not reasonably be expected to have a Material Adverse Effect on the Company, (iv) for liabilities incurred in connection with this Agreement Agreement, the Option Agreements or the transactions contemplated hereby, hereby or (v) liabilities described in Section 3.05 of the Company Disclosure Schedulethereby, neither the Company McKesson nor any of its subsidiaries has any liabilities (whether accruedor obligations of any nature which, absoluteindividually or in the aggregate, contingent or otherwise)would have a material adverse effect on McKesson.

SEC Documents; Undisclosed Liabilities. (a) The Company (and its subsidiaries that were previously publicly traded) have has timely filed all required reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) with the SEC since October 9required to be filed by it after December 31, 1999 (such reports, schedules, forms, statements and other documents, together with the Company's Registration Statement on Form S-1 (Registration No. 333-72883), amendments and supplements to such filings being hereinafter referred to as the "Company SEC Documents"). As of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Exchange Act or the Securities Act of 1933 1933, as amended (the "Securities Act") or the Exchange Act), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents when filed Documents, as of such dates, 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 therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Company SEC Document has been revised, updated or supplemented by a later filed Company SEC Document, none of the Company SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included in the Company SEC Documents comply as to form, as of their respective dates of filing with the SEC, form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto (the "Accounting Rules")thereto, have been prepared in accordance with generally accepted accounting principles in the United States ("GAAP") (except, in the case of unaudited quarterly statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may otherwise be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their its operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal recurring year-end audit adjustments and except for restructuring and related adjustments as disclosed on Section 3.05 of the Company Disclosure Schedule). Except (i) as reflected in the most recent financial statements contained in the Company SEC Documents or in the notes thereto, (ii) for liabilities that have been incurred by the Company and its subsidiaries since June 30, 2001, in the ordinary course of business and consistent with past practice, (iii) for liabilities that do not and would not reasonably be expected to have a Material Adverse Effect on the Company, (iv) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby, or (v) liabilities described in Section 3.05 of the Company Disclosure Schedule, neither the Company nor any of its subsidiaries has any liabilities (whether accrued, absolute, contingent or otherwiseadjustments).

SEC Documents; Undisclosed Liabilities. The Except as disclosed on Schedule 4.5 of the Disclosure Schedule, the Company (and its subsidiaries that were previously publicly traded) have has timely filed all required reports, schedules, forms, statements and other documents with the Securities and Exchange Commission ("SEC") since January 1, 1996 (collectively, and in each case including all exhibits and all other information schedules thereto and documents incorporated by reference therein) with the SEC since October 9, 1999 (together with the Company's Registration Statement on Form S-1 (Registration No. 333-72883)as amended, the "Company SEC Documents"). As of their respective dates, the Company 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 the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents when filed (including any and all financial statements included therein) as of such dates 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 therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Company SEC Document has been revised, updated or supplemented by a later filed Company SEC Document, none of the Company SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included in the Company all SEC Documents (the "SEC Financial Statements") comply as to form, as of their respective dates of filing with the SEC, form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto (the "Accounting Rules")thereto, have been prepared in accordance with generally accepted accounting principles ("GAAP"except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries Subsidiaries as of the dates thereof and the consolidated results of their operations operations, stockholders' equity, and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal recurring year-end audit adjustments adjustments, none of which, individually or in the aggregate is material). Except as set forth in Schedule 4.5 of the Disclosure Schedule and except as set forth in the SEC Documents filed and publicly available prior to the date of this Agreement, and except for restructuring liabilities and related adjustments as disclosed on Section 3.05 of the Company Disclosure Schedule). Except (i) as reflected in the most recent financial statements contained in the Company SEC Documents or in the notes thereto, (ii) for liabilities that have been obligations incurred by the Company and its subsidiaries since June 30, 2001, in the ordinary course of business and consistent with past practice, (iii) for liabilities that do not practice since the date of the most recent consolidated balance sheet included in the SEC Documents filed and would not reasonably be expected publicly available prior to have a Material Adverse Effect on the Company, (iv) for liabilities incurred in connection with date of this Agreement or (the transactions contemplated hereby, or (v) liabilities described in Section 3.05 of the Company Disclosure Schedule"Balance Sheet"), neither the Company nor any of its subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise)) required by generally accepted accounting principles to be set forth on a consolidated balance sheet of the Company and its consolidated subsidiaries or in the notes thereto.

SEC Documents; Undisclosed Liabilities. The Company (and its subsidiaries that were previously publicly traded) have timely has filed all required reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) required to be filed by the Company with the SEC since October 9January 1, 1999 1997 (together with the Company's Registration Statement on Form S-1 (Registration No. 333-72883), the "Company SEC Documents"). As of their its respective datesdate, the each Company SEC Documents Document complied in all material respects with the requirements of the Exchange Act or the Securities Act of 1933 1933, as amended (the "Securities Act") or the Exchange Act), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC DocumentsDocument, and none of the Company SEC Documents when filed 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 in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Company SEC Document filed after January 1, 1998 (the "Company 1998 SEC Documents") has been revised, updated revised or supplemented superseded by a later filed Company 1998 SEC Document, none of the Company 1998 SEC Documents contains do not contain any untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included in the Company SEC Documents comply as to form, as of their respective dates of filing with the SEC, form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto (the "Accounting Rules")thereto, have been prepared in accordance with generally accepted accounting principles GAAP ("GAAP"except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal recurring year-end audit adjustments and except for restructuring and related adjustments as disclosed on Section 3.05 of the Company Disclosure Scheduleadjustments). Except (i) as reflected set forth in the most recent financial statements contained in the Filed Company SEC Documents or in the notes thereto, (ii) for liabilities that have been incurred by the Company and its subsidiaries since June 30, 2001, in the ordinary course of business and consistent with past practice, (iii) for liabilities that do not and would not reasonably be expected to have a Material Adverse Effect on the Company, (iv) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby, or (v) liabilities described as defined in Section 3.05 of the Company Disclosure Schedule3.08), neither the Company nor any of its subsidiaries Company Subsidiary has any liabilities liability or obligation of any nature (whether accrued, absolute, contingent or otherwise)) that, individually or in the aggregate, has had or would reasonably be expected to have a Company Material Adverse Effect.

SEC Documents; Undisclosed Liabilities. The Company (and its subsidiaries that were previously publicly traded) have timely Monroe has filed all required registration statements, prospectuses, reports, schedules, forms, certifications, statements and other documents (including exhibits and all other information incorporated therein) required to be filed by Monroe with the SEC since October 9January 1, 1999 2015, pursuant to Sections 13(a) and 15(d) of the Exchange Act (together with the Company's Registration Statement on Form S-1 (Registration No. 333-72883), the "Company “Monroe SEC Documents"”). As of their its respective datesdate, the Company each Monroe SEC Documents Document complied in all material respects with the applicable requirements of the Exchange Act, the Xxxxxxxx-Xxxxx Act or the Securities Act of 1933 1933, as amended (the "“Securities Act") or the Exchange Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company Monroe SEC DocumentsDocument. Except to the extent that information contained in any Monroe SEC Document has been revised, and amended or superseded by a later filed Monroe SEC Document, none of the Company Monroe SEC Documents when at the time filed (or if amended prior to the date hereof, as of the date of such amendment) 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 therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Company SEC Document has been revised, updated or supplemented by a later filed Company SEC Document, none of the Company SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. To the knowledge of Monroe, none of the Monroe SEC Documents is the subject of any outstanding SEC comment or outstanding SEC investigation. Monroe has, prior to the date hereof, provided Xxxxxxxxx with correct and complete copies of all SEC comment letters received and response letters submitted and other written correspondence with the SEC with respect to the Monroe SEC Documents within one year prior to the date of this Agreement to the extent such comments letters, response letters and correspondence are not publicly available. The consolidated financial statements of the Company Monroe included in the Company Monroe SEC Documents comply as to form, as of their respective dates of filing with the SEC, form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto (the "Accounting Rules")thereto, have been prepared in accordance with generally accepted accounting principles ("“GAAP"”) applied on a consistent basis during the periods involved (except as may be indicated in the notes theretothereto and in the case of unaudited statements, as permitted by Form 10-Q of the SEC and for normal and recurring year-end adjustments that are not material in the aggregate) and fairly present present, in all material respects respects, the consolidated financial position of the Company Monroe and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, ended. Except as set forth in the case of unaudited statementsFiled Monroe SEC Documents, to normal recurring year-end audit adjustments and except for restructuring and related adjustments as disclosed on Section 3.05 of the Company Disclosure Schedule). Except (i) as reflected in the most recent financial statements contained in the Company SEC Documents or in the notes thereto, (ii) for liabilities that have been incurred by the Company and its subsidiaries since June 30, 2001, in the ordinary course date of business and consistent with past practice, (iii) for liabilities that do not and would not reasonably be expected to have a Material Adverse Effect on the Company, (iv) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby, or (v) liabilities described in Section 3.05 of the Company Disclosure Schedule, neither the Company Monroe nor any of its subsidiaries Monroe Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise)) required by GAAP to be set forth on a consolidated balance sheet of Monroe and its consolidated subsidiaries or in the notes thereto and that, individually or in the aggregate, would reasonably be expected to have a Monroe Material Adverse Effect. None of the Monroe Subsidiaries is, or has at any time since January 1, 2015, been, subject to the reporting requirements of Sections 13(a) and 15(d) of the Exchange Act.

SEC Documents; Undisclosed Liabilities. The Since ________________, -------------------------------------- the Company (and its subsidiaries that were previously publicly traded) have timely filed with the Commission all required reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) with the SEC since October 9, 1999 (together with the Company's Registration Statement on Form S-1 (Registration No. 333-72883), the "Company SEC Documents") required to be ------------- filed under the Securities Act and the Securities Exchange Act of 0000 (xxx "Xxxxxxxx Xxx"). As of their respective dates, the Company 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 the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents. Except to the extent that information contained in any SEC Document has been revised or superseded by a later filed SEC Document, and none of the Company SEC Documents when filed 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 therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Company SEC Document has been revised, updated or supplemented by a later filed Company SEC Document, none of the Company SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company and its subsidiaries included in the Company SEC Documents comply as to form, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Commission with respect thereto (the "Accounting Rules")thereto, have been prepared in accordance with generally accepted accounting principles ("GAAP"except, in the case of unaudited statements, as permitted by Form 10-Q of the Commission) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal recurring year-end audit adjustments and except for restructuring and related adjustments as disclosed on Section 3.05 of the Company Disclosure Scheduleadjustments). Except for liabilities (i) as reflected in the most recent such financial statements contained in the Company SEC Documents or in the notes thereto, (ii) for liabilities that have been incurred by the Company and its subsidiaries since June 30, 2001, in the ordinary course of business and consistent with past practicepractice since the date of the most recent audited financial statements included in the SEC Documents, or (iii) for liabilities that do not and would not reasonably be expected to have a Material Adverse Effect on the Company, (iv) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby, or (v) liabilities described in Section 3.05 of the Company Disclosure Schedule, neither the Company nor any of its subsidiaries has any liabilities or obligations (whether absolute, accrued, absolute, contingent or otherwise)) of any nature which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect on the Company or its subsidiaries taken as a whole.

SEC Documents; Undisclosed Liabilities. The Company (and its subsidiaries that were previously publicly traded) have timely Lucent has filed all required reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) with the SEC since October 91, 1999 1998 (together with the Company's Registration Statement on Form S-1 (Registration No. 333-72883), the "Company Lucent SEC Documents"). As of their respective dates, the Company Lucent 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 the rules and regulations of the SEC promulgated thereunder applicable to such Company Lucent SEC Documents. Except to the extent that information contained in any Lucent SEC Document has been revised or superseded by a later filed Lucent SEC Document, and none of the Company Lucent SEC Documents when filed 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 therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Company SEC Document has been revised, updated or supplemented by a later filed Company SEC Document, none of the Company SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company Lucent included in the Company Lucent SEC Documents comply as to form, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto (the "Accounting Rules")thereto, have been prepared in accordance with generally accepted accounting principles ("GAAP"except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company Lucent and its consolidated subsidiaries Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal recurring year-end audit adjustments and except for restructuring and related adjustments as disclosed on Section 3.05 of the Company Disclosure Scheduleadjustments). Except for liabilities (i) as reflected in the most recent such financial statements contained in the Company SEC Documents or in the notes thereto, (ii) for liabilities that have been incurred by the Company and its subsidiaries since June 30, 2001, in the ordinary course of business and consistent with past practicepractice since the date of the most recent audited financial statements included in the Lucent Filed SEC Documents, (iii) for incurred in connection with this Agreement or the Option Agreement or the transactions contemplated hereby or thereby, or (iv) disclosed in Item 3.6 of the Lucent Disclosure Schedule, neither Lucent nor any of its Subsidiaries has any liabilities that do not and would not or obligations of any nature which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect on the Company, (iv) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby, or (v) liabilities described in Section 3.05 of the Company Disclosure Schedule, neither the Company nor any of its subsidiaries has any liabilities (whether accrued, absolute, contingent or otherwise)Effect.

SEC Documents; Undisclosed Liabilities. The Company (and each of its subsidiaries that were previously publicly traded) have timely is required to file any registration statement, prospectus, report, schedule, form, statement or other document with the SEC, has filed all required registration statements, prospectuses, reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) required to be filed by it with the SEC since October 9(collectively, 1999 (together with the Company's Registration Statement on Form S-1 (Registration No. 333-72883)and in each case including all exhibits, schedules and amendments thereto and documents incorporated by reference therein, the "Company “SEC Documents")”) since December 31, 2008. As Except as disclosed in Section 3.5 of the Company Disclosure Letter, as of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933 1933, as amended (the "“Securities Act") ”), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents when filed (including any and all financial statements included therein) as of such dates 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 therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Company SEC Document has been revised, updated or supplemented by a later filed Company SEC Document, none of the Company SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included in the Company SEC Documents (the “SEC Financial Statements”) comply as to form, as of their respective dates of filing with the SEC, form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto (the "Accounting Rules")thereto, have been prepared in accordance with generally accepted accounting principles ("“GAAP"”) (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal recurring year-end audit adjustments and except for restructuring and related adjustments as disclosed adjustments). Since December 31, 2008, neither the Company nor any of its subsidiaries, has incurred any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required, if known, to be reflected or reserved against on Section 3.05 a consolidated balance sheet of the Company Disclosure Schedule). Except prepared in accordance with GAAP except (i) as reflected in and to the most recent financial statements contained in extent set forth on the Company SEC Documents or in the notes thereto, (ii) for liabilities that have been incurred by audited balance sheet of the Company and its subsidiaries since June 30as of December 31, 20012008 (including the notes thereto) included in the SEC Documents, (ii) as incurred in connection with the transactions contemplated by this Agreement, (iii) as incurred after December 31, 2008 in the ordinary course of business and consistent with past practice, (iii) for liabilities that do not and would not reasonably be expected to have a Material Adverse Effect on the Company, (iv) for liabilities incurred as described in connection with this Agreement the SEC Documents filed since December 31, 2008 (such SEC Documents, excluding any exhibits thereto or documents incorporated by reference therein, the transactions contemplated hereby“Recent SEC Documents”), or (v) liabilities described as would not, individually or in Section 3.05 the aggregate, have a Company Material Adverse Effect. If, at any time from the date hereof and until the Effective Time, the Company shall obtain knowledge of any material facts that would require supplementing or amending any of the foregoing documents in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or to comply with applicable laws, such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of the Company. The management of the Company Disclosure Schedulehas (i) designed disclosure controls and procedures, neither or caused such disclosure controls to be designed under its supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to the management of the Company nor by others within those entities, and (ii) has disclosed, based on its most recent evaluation of internal controls over financial reporting, to the Company’s auditors and the audit committee of the Company’s Board of Directors (A) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information and (B) any of its subsidiaries has any liabilities (fraud, whether accruedor not material, absolute, contingent that involves management or otherwise)other employees who have a significant role in the Company’s internal controls over financial reporting.

SEC Documents; Undisclosed Liabilities. (a) The Company (has made available to Acquiror a true and its subsidiaries that were previously publicly traded) have timely complete copy of each report, schedule, registration statement and definitive proxy statement filed all required reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) by the Company with the SEC since October 9January 1, 1999 1993 (together with as such documents have since the Company's Registration Statement on Form S-1 (Registration No. 333-72883)time of their filing been amended, the "Company SEC Documents"), which are all the documents (other than preliminary proxy materials) that the Company was required to file with the SEC since such date. As of their respective dates, the Company SEC Documents (including any financial statements filed, to be filed or required to have been filed as a part thereof) 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 beapplicable, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents when filed 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 therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Company SEC Document has been revised, updated or supplemented by a later filed Company SEC Document, none of the Company SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the Company SEC Documents comply as to form, as of their respective dates of filing with the SEC, form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto (the "Accounting Rules")thereto, have been prepared in accordance with generally accepted accounting principles ("GAAP") GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present (subject, in all material respects the case of the unaudited financial statements, to normal, recurring audit adjustments, which were not individually or in the aggregate material) the consolidated financial position of the Company and its consolidated subsidiaries Subsidiaries as of at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal recurring year-end audit adjustments and except for restructuring and related adjustments as disclosed on Section 3.05 of the Company Disclosure Schedule). Except (i) as reflected in the most recent financial statements contained in the Company SEC Documents or in the notes thereto, (ii) for liabilities that have been incurred by the Company and its subsidiaries since June 30, 2001, in the ordinary course of business and consistent with past practice, (iii) for liabilities that do not and would not reasonably be expected to have a Material Adverse Effect on the Company, (iv) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby, or (v) liabilities described in Section 3.05 of the Company Disclosure Schedule, neither the Company nor any of its subsidiaries has any liabilities (whether accrued, absolute, contingent or otherwise)ended.

SEC Documents; Undisclosed Liabilities. The Company (and its subsidiaries that were previously publicly traded) have timely has filed all required reports, schedules, forms, forms and registration statements and other documents (including exhibits and all other information incorporated therein) with the SEC since October 91, 1999 2000 (together with the Company's Registration Statement on Form S-1 (Registration No. 333-72883)collectively, and in each case including all exhibits, schedules, and amendments thereto and documents incorporated by reference therein, the "Company SEC Documents"; provided that, in respect of the Form 10-K for the year ended September 30, 2001, "SEC Documents" shall refer only to the Form 10-K/A for the year ended September 30, 2001). As of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933 1933, as amended (the "Securities Act") ), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents when filed (including any and all financial statements included therein) as of such dates 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 therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Company SEC Document has been revised, updated or supplemented by a later filed Company SEC Document, none of the Company SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included in the Company SEC Documents (the "SEC Financial Statements") comply as to form, as of their respective dates of filing with the SEC, form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto (the "Accounting Rules")thereto, have been prepared in accordance with generally accepted accounting principles ("GAAP") (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated otherwise in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal recurring year-end audit adjustments and except for restructuring and related adjustments as disclosed adjustments). Since September 30, 2001, neither the Company nor any of its subsidiaries, has incurred any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required, if known, to be reflected or reserved against on Section 3.05 a consolidated balance sheet of the Company Disclosure Schedule). Except prepared in accordance with GAAP except (i) as reflected in and to the most recent financial statements contained in extent set forth on the Company SEC Documents or in the notes thereto, (ii) for liabilities that have been incurred by audited balance sheet of the Company and its subsidiaries since June as of September 30, 20012001 (including the notes thereto) included in the SEC Documents, (ii) as incurred in connection with the transactions contemplated by this Agreement, (iii) as incurred after September 30, 2001 in the ordinary course of business and consistent with past practice, (iiiiv) for liabilities that do not and as described in the SEC Documents filed since September 30, 2001 (the "Recent SEC Documents"), or (v) as would not reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect on the Company, (iv) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby, or (v) liabilities described in Section 3.05 of the Company Disclosure Schedule, neither the Company nor any of its subsidiaries has any liabilities (whether accrued, absolute, contingent or otherwise)Effect.

SEC Documents; Undisclosed Liabilities. The Company (and its subsidiaries that were previously publicly traded) have timely has filed all required registration statements, prospectuses, reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) with the SEC since October 9December 31, 1999 1993 (together with the Company's Registration Statement on Form S-1 (Registration No. 333-72883), the "Company SEC Documents"). As of their respective dates, the Company 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 the rules and regulations of the SEC promulgated thereunder applicable to such the Company SEC Documents, and none of the Company SEC Documents Documents, when filed filed, 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 therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Company SEC Document has been revised, updated or supplemented by a later filed Company SEC Document, none of the Company SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the Company SEC Documents comply as to form, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto (the "Accounting Rules")thereto, have been prepared in accordance with generally accepted accounting principles GAAP ("GAAP"except, in the case of unaudited statements, as permitted by Form 10-Q and the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal recurring year-end audit adjustments and except for restructuring and related adjustments as disclosed on Section 3.05 of the Company Disclosure Scheduleadjustments). Except (i) as reflected Such financial statements reflect appropriate reserves established for all Automobile Contracts and general ledger accounts in accordance with GAAP. All material information regarding the "Year 2000" issue is fully and adequately disclosed in the most recent financial statements contained in the Company Company's SEC Documents or in the notes thereto, (ii) for liabilities that have been incurred by the Company and its subsidiaries since June 30, 2001, in the ordinary course of business and consistent with past practice, (iii) for liabilities that do not and would not reasonably be expected to have a Material Adverse Effect on the Company, (iv) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby, or (v) liabilities described in Section 3.05 of the Company Disclosure Schedule, neither the Company nor any of its subsidiaries has any liabilities (whether accrued, absolute, contingent or otherwise)Documents.

SEC Documents; Undisclosed Liabilities. The Company (and its subsidiaries that were previously publicly traded) have timely has filed all required reports, schedules, forms, forms and registration statements and other documents (including exhibits and all other information incorporated therein) with the SEC since October 9January 1, 1999 1998 (together with the Company's Registration Statement on Form S-1 (Registration No. 333-72883)collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "Company SEC Documents"). As of their respective dates, the Company 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 the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents when filed (including any and all financial statements included therein) as of such dates 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 therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Company SEC Document has been revised, updated or supplemented by a later filed Company SEC Document, none of the Company SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included in the Company SEC Documents comply as to form, as of their respective dates of filing with the SEC, form in all 11 12 material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto (the "Accounting Rules")thereto, have been prepared in accordance with generally accepted accounting principles ("GAAP"except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal recurring year-end audit adjustments and except for restructuring and related adjustments adjustments). Except as disclosed set forth on Section 3.05 4.5 of the Company Disclosure Schedule). Except , since December 31, 1999, neither the Company nor any of its subsidiaries, has incurred any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required, if known, to be reflected or reserved against on a consolidated balance sheet of the Company prepared in accordance with GAAP except (i) as and to the extent set forth or reflected in on the most recent financial statements contained in the Company SEC Documents or in the notes thereto, (ii) for liabilities that have been incurred by audited balance sheet of the Company and its subsidiaries since June 30as of December 31, 20011999 (including the notes thereto), (ii) as incurred in connection with the transactions contemplated by this Agreement, (iii) as incurred after December 31, 1999 in the ordinary course of business and consistent with past practice, (iii) for liabilities that do not and would not reasonably be expected to have a Material Adverse Effect on the Company, (iv) for liabilities incurred as described in connection with this Agreement or the transactions contemplated herebySEC Documents filed since December 31, 1999 (the "Recent SEC Documents"), or (v) liabilities described as would not, individually or in Section 3.05 of the aggregate, have a Company Disclosure Schedule, neither the Company nor any of its subsidiaries has any liabilities (whether accrued, absolute, contingent or otherwise)Material Adverse Effect.

SEC Documents; Undisclosed Liabilities. The Company (and its subsidiaries that were previously publicly traded) have timely has filed all required reports, schedules, forms, forms and registration statements and other documents (including exhibits and all other information incorporated therein) with the SEC since October 9January 1, 1999 1998 (together with the Company's Registration Statement on Form S-1 (Registration No. 333-72883)collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "Company SEC Documents"). As of their respective dates, the Company 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 the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents when filed (including any and all financial statements included therein) as of such dates 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 therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Company SEC Document has been revised, updated or supplemented by a later filed Company SEC Document, none of the Company SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included in the Company SEC Documents comply as to form, as of their respective dates of filing with the SEC, form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto (the "Accounting Rules")thereto, have been prepared in accordance with generally accepted accounting principles ("GAAP"except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal recurring year-end audit adjustments and except for restructuring and related adjustments adjustments). Except as disclosed set forth on Section 3.05 4.5 of the Company Disclosure Schedule). Except , since December 31, 1999, neither the Company nor any of its subsidiaries, has incurred any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required, if known, to be reflected or reserved against on a consolidated balance sheet of the Company prepared in accordance with GAAP except (i) as and to the extent set forth or reflected in on the most recent financial statements contained in the Company SEC Documents or in the notes thereto, (ii) for liabilities that have been incurred by audited balance sheet of the Company and its subsidiaries since June 30as of December 31, 20011999 (including the notes thereto), (ii) as incurred in connection with the transactions contemplated by this Agreement, (iii) as incurred after December 31, 1999 in the ordinary course of business and consistent with past practice, (iii) for liabilities that do not and would not reasonably be expected to have a Material Adverse Effect on the Company, (iv) for liabilities incurred as described in connection with this Agreement or the transactions contemplated herebySEC Documents filed since December 31, 1999 (the "Recent SEC Documents"), or (v) liabilities described as would not, individually or in Section 3.05 of the aggregate, have a Company Disclosure Schedule, neither the Company nor any of its subsidiaries has any liabilities (whether accrued, absolute, contingent or otherwise)Material Adverse Effect.

SEC Documents; Undisclosed Liabilities. The Company (and its subsidiaries that were previously publicly traded) have timely has filed all required reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) required to be filed by the Company with the SEC since October 9January 1, 1999 2003 (together with the Company's Registration Statement on Form S-1 (Registration No. 333-72883), the "Company SEC Documents"). As of their its respective datesdate, the each Company SEC Documents Document complied in all material respects with the requirements of the Exchange Act or the Securities Act of 1933 1933, as amended (the "Securities Act") or the Exchange Act), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC DocumentsDocument, and none of the Company SEC Documents when filed 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 in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except As of the date of this Agreement, the Company's Annual Report on Form 10-K for the fiscal year ended January 1, 2005 (filed on March 25, 2005) (the "2004 Form 10-K"), its Quarterly Reports on Form 10-Q for the quarter ended April 2, 2005 (filed on May 17, 2005) and its Current Reports on Form 8-K (filed on May 3, 2005 and May 17, 2005), together with any amendments to such reports filed with the SEC prior to the extent that information contained in any Company SEC Document has been reviseddate hereof, updated or supplemented by a later filed Company SEC Document, none of the Company SEC Documents contains taken together do not contain any untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included in the Company SEC Documents comply as to form, as of their respective dates of filing with the SEC, form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto (the "Accounting Rules")thereto, have been prepared in accordance with generally accepted accounting principles ("GAAP") (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal recurring year-end audit adjustments and except for restructuring and related adjustments as disclosed on Section 3.05 of the Company Disclosure Scheduleadjustments). Except (i) as reflected set forth in the most recent financial statements contained in the Filed Company SEC Documents or in the notes thereto, (ii) for liabilities that have been incurred by the Company and its subsidiaries since June 30, 2001, in the ordinary course of business and consistent with past practice, (iii) for liabilities that do not and would not reasonably be expected to have a Material Adverse Effect on the Company, (iv) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby, or (v) liabilities described as defined in Section 3.05 of the Company Disclosure Schedule3.08), neither the Company nor any of its subsidiaries Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise)) required by GAAP to be set forth on a consolidated balance sheet of the Company and its consolidated subsidiaries or in the notes thereto, other than liabilities or obligations incurred in the ordinary course of business consistent with prior practice since the date of the most recent financial statements included in the Filed Company SEC Documents. Except as set forth in the Company Disclosure Letter, neither the Company nor any Company Subsidiary is a party to any contract, arrangement or understanding with an affiliate of such party that is not disclosed in the Filed Company SEC Documents.

SEC Documents; Undisclosed Liabilities. The Company (and its subsidiaries that were previously publicly traded) have timely Since January 1, 2013, Parent has filed all required reports, schedules, forms, statements and other documents as required by the U.S. Securities and Exchange Commission (including exhibits the “SEC”) and Parent has delivered or made available to Grow Solutions, or such documents are available through the SEC Xxxxx System, all reports, schedules, forms, statements and other information incorporated therein) documents filed with the SEC since October 9January 1, 1999 2013, (together with the Company's Registration Statement on Form S-1 (Registration No. 333-72883)collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "Company “Parent SEC Documents"”). As of their respective dates, the Company The Parent 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 the rules and regulations of the SEC promulgated thereunder applicable to such Company Parent SEC Documentsdocuments, and none of the Company Parent SEC Documents when filed (including any and all consolidated financial statements included therein) as of such date 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 therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Company revised or superseded by a subsequent filing with the SEC Document (a copy of which has been revised, updated or supplemented by a later filed Company SEC Documentprovided to Grow Solutions prior to the date of this Agreement), none of the Company Parent SEC Documents contains any untrue statement of a material fact or omits to state any material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company Parent included in the Company such Parent SEC Documents comply as to form, as of their respective dates of filing with the SEC, form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto (the "Accounting Rules")thereto, have been prepared in accordance with generally accepted accounting principles ("GAAP"except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company Parent and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and changes in cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal recurring year-end audit adjustments and except for restructuring and related adjustments as disclosed on Section 3.05 of the Company Disclosure Scheduledetermined by Parent’s independent accountants). Except (i) as reflected set forth in the Parent SEC Documents, at the date of the most recent audited financial statements contained of Parent included in the Company Parent SEC Documents Documents, neither Parent nor any of its subsidiaries had, and since such date neither Parent nor any of such subsidiaries has incurred, any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which, individually or in the notes theretoaggregate, (ii) for liabilities that have been incurred by the Company and its subsidiaries since June 30, 2001, in the ordinary course of business and consistent with past practice, (iii) for liabilities that do not and would not could reasonably be expected to have a Material Adverse Effect on the Company, (iv) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby, or (v) liabilities described in Section 3.05 of the Company Disclosure Schedule, neither the Company nor any of its subsidiaries has any liabilities (whether accrued, absolute, contingent or otherwise)respect to Parent.

SEC Documents; Undisclosed Liabilities. The --------------------------------------- Company (and its subsidiaries that were previously publicly traded) the Company Subsidiaries have timely filed all required reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) required to be filed by the Company or any Company Subsidiary with the SEC since October 9January 1, 1999 1998 (together with the Company's Registration Statement on Form S-1 (Registration No. 333-72883), the "Company ------- SEC Documents"). As of their respective dates, the Each Company SEC Documents Document complied in all material ------------- respects as of its respective date with the requirements of the Exchange Act or the Securities Act of 1933 1933, as amended (the "Securities Act") or the Exchange Act), as -------------- the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC DocumentsDocument, and none of except to the extent that information contained in any Company SEC Documents when Document has been revised or superseded by a later filed contained Company SEC Document, does not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Company SEC Document has been revised, updated or supplemented by a later filed Company SEC Document, none of the Company SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included in the Company SEC Documents comply as to form, as of their respective dates of filing with the SEC, form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto (the "Accounting Rules")thereto, have been prepared in accordance with generally accepted accounting principles ("GAAP") (except, ---- in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal recurring year-end audit adjustments and except for restructuring and related adjustments adjustments). Except as disclosed on set forth in the Filed Company SEC Documents (as defined in Section 3.05 of 3.08) or the Company Disclosure Schedule). Except (i) as reflected Letter or incurred after the date hereof in the most recent financial statements contained in the Company SEC Documents or in the notes theretousual, (ii) for liabilities that have been incurred by the Company regular and its subsidiaries since June 30, 2001, in the ordinary course of business in substantially the same manner as previously conducted and consistent with past practice, (iii) for liabilities that do not and would not reasonably be expected to have a Material Adverse Effect on the Company, (iv) for liabilities incurred in connection with prohibited by this Agreement or the transactions contemplated hereby, or (v) liabilities described in Section 3.05 of the Company Disclosure ScheduleAgreement, neither the Company nor any of its subsidiaries Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise)) required by GAAP to be set forth on a consolidated balance sheet of the Company and its consolidated subsidiaries or in the notes thereto and that, individually or in the aggregate, could reasonably be expected to have a Company Material Adverse Effect.

SEC Documents; Undisclosed Liabilities. The Company (and its subsidiaries that were previously publicly traded) have timely has filed all required reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) with the SEC Commission since October 9February 4, 1999 2000 (together with the Company's Registration Statement on Form S-1 (Registration No. 333-72883), the "Company COMPANY SEC DocumentsDOCUMENTS"). As Except as corrected by subsequent filings, as of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933 (the "Securities ActSECURITIES ACT") or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents when filed 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 therein, in light of the circumstances under which they were made, not misleading. Except to as corrected by subsequent filings, the extent that information contained in any Company SEC Document has been revised, updated or supplemented by a later filed Company SEC Document, none of the Company SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the Company SEC Documents comply as to form, as of their respective dates of filing with the SECCommission, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Commission with respect thereto (the "Accounting RulesACCOUNTING RULES"), have been prepared in accordance with generally accepted accounting principles ("GAAP") (except, in the case of unaudited statements, as permitted by Form 10-Q) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present present, in all material respects respects, the consolidated financial position of the Company and its consolidated subsidiaries Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal recurring year-end audit adjustments and except for restructuring and related adjustments as disclosed on Section 3.05 of adjustments, which are in the Company Disclosure Scheduleaggregate not material). Except (i) as reflected disclosed in the most recent financial statements contained in the Company Filed SEC Documents or in the notes thereto, thereto or (ii) for liabilities that have been incurred in connection with this Agreement or the Transactions, neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated balance sheet of the Company and its subsidiaries since June 30, 2001, consolidated Subsidiaries or in the ordinary course of business and consistent with past practicenotes thereto, (iii) for liabilities that do not and which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company, (iv) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby, or (v) liabilities described in Section 3.05 of the Company Disclosure Schedule, neither the Company nor any of its subsidiaries has any liabilities (whether accrued, absolute, contingent or otherwise).

SEC Documents; Undisclosed Liabilities. The Company (has made -------------------------------------- available to Acquiror a true and its subsidiaries that were previously publicly traded) have timely complete copy of each report, schedule, registration statement and definitive proxy statement filed all required reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) by the Company with the SEC since October 9January 1, 1999 1993 (together with as such documents have since the Company's Registration Statement on Form S-1 (Registration No. 333-72883)time of their filing been amended, the "Company SEC Documents"), which are all the documents (other than preliminary proxy materials) that the Company was required to file with the SEC since such date. As of their respective dates, the Company SEC Documents (including any financial statements filed, to be filed or required to have been filed as a part thereof) 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 beapplicable, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents when filed 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 therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Company SEC Document has been revised, updated or supplemented by a later filed Company SEC Document, none of the Company SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the Company SEC Documents comply as to form, as of their respective dates of filing with the SEC, form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto (the "Accounting Rules")thereto, have been prepared in accordance with generally accepted accounting principles ("GAAP") GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present (subject, in all material respects the case of the unaudited financial statements, to normal, recurring audit adjustments, which were not individually or in the aggregate material) the consolidated financial position of the Company and its consolidated subsidiaries Subsidiaries as of at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal recurring year-end audit adjustments and except for restructuring and related adjustments as disclosed on Section 3.05 of the Company Disclosure Schedule). Except (i) as reflected in the most recent financial statements contained in the Company SEC Documents or in the notes thereto, (ii) for liabilities that have been incurred by the Company and its subsidiaries since June 30, 2001, in the ordinary course of business and consistent with past practice, (iii) for liabilities that do not and would not reasonably be expected to have a Material Adverse Effect on the Company, (iv) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby, or (v) liabilities described in Section 3.05 of the Company Disclosure Schedule, neither the Company nor any of its subsidiaries has any liabilities (whether accrued, absolute, contingent or otherwise)ended.

SEC Documents; Undisclosed Liabilities. The Company (and its subsidiaries that were previously publicly tradedi) have timely Sirius has filed all required reports, schedules, forms, registration statements and other documents (including exhibits and all other information incorporated therein) with the SEC since October 9December 31, 1999 2004 (together with the Company's Registration Statement on Form S-1 (Registration No. 333-72883), the "Company “Sirius SEC Documents"”). As of their respective datesdates of filing with the SEC (or, if amended or superseded by a filing prior to the date hereof, as of the date of such filing), the Company Sirius SEC Documents complied in all material respects respects, with the requirements of the Securities Act of 1933 (the "Securities Act") or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company Sirius SEC Documents, and none of the Company Sirius SEC Documents when filed 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 therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Company SEC Document has been revised, updated or supplemented by a later filed Company SEC Document, none of the Company SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company Sirius included in the Company Sirius SEC Documents comply complied as to form, as of their respective dates of filing with the SEC, in all material respects with all applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto (except, in the "Accounting Rules"case of unaudited statements, as permitted by Form 10-Q of the SEC), have been prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes theretodisclosed therein) and fairly present in all material respects the consolidated financial position of the Company Sirius and its consolidated subsidiaries as of the dates thereof Subsidiaries and the consolidated results of their operations operations, changes in stockholders’ equity and cash flows of such companies as of the dates and for the periods then ended (subject, in shown. There are no outstanding comments from the case of unaudited statements, to normal recurring year-end audit adjustments and except for restructuring and related adjustments as disclosed on Section 3.05 Staff of the Company Disclosure Schedule). Except (i) as reflected in the most recent financial statements contained in the Company SEC Documents or in the notes thereto, (ii) for liabilities that have been incurred by the Company and its subsidiaries since June 30, 2001, in the ordinary course of business and consistent with past practice, (iii) for liabilities that do not and would not reasonably be expected respect to have a Material Adverse Effect on the Company, (iv) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby, or (v) liabilities described in Section 3.05 any of the Company Disclosure Schedule, neither the Company nor any of its subsidiaries has any liabilities (whether accrued, absolute, contingent or otherwise)Sirius SEC Documents.

SEC Documents; Undisclosed Liabilities. The Company (and its subsidiaries that were previously publicly traded) have timely has filed -------------------------------------- all required reports, schedules, forms, forms and registration statements and other documents (including exhibits and all other information incorporated therein) with the SEC since October 9January 1, 1999 1996 (together with the Company's Registration Statement on Form S-1 (Registration No. 333-72883)collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "Company SEC Documents"). As of their respective dates, the Company 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 the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents when filed (including any and all financial statements included therein) as of such dates 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 therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Company SEC Document has been revised, updated or supplemented by a later filed Company SEC Document, none of the Company SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included in the Company SEC Documents (the "SEC Financial Statements") comply as to form, as of their respective dates of filing with the SEC, form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto (the "Accounting Rules")thereto, have been prepared in accordance with generally accepted accounting principles ("GAAP"except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal recurring year-end audit adjustments and except for restructuring and related adjustments as disclosed adjustments). Since December 31, 1998, neither the Company nor any of its subsidiaries, has incurred any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required, if known, to be reflected or reserved against on Section 3.05 a consolidated balance sheet of the Company Disclosure Schedule). Except prepared in accordance with GAAP except (i) as reflected in and to the most recent financial statements contained in extent set forth on the Company SEC Documents or in the notes thereto, (ii) for liabilities that have been incurred by audited balance sheet of the Company and its subsidiaries since June 30as of December 31, 20011998 (including the notes thereto), (ii) as incurred in connection with the transactions contemplated by this Agreement, (iii) as incurred after December 31, 1998 in the ordinary course of business and consistent with past practice, (iii) for liabilities that do not and would not reasonably be expected to have a Material Adverse Effect on the Company, (iv) for liabilities incurred as described in connection with this Agreement or the transactions contemplated herebySEC Documents filed since December 31, 1998 (the "Recent SEC Documents"), or (v) liabilities described as would not, individually or in Section 3.05 of the aggregate, have a Company Disclosure Schedule, neither the Company nor any of its subsidiaries has any liabilities (whether accrued, absolute, contingent or otherwise)Material Adverse Effect.

SEC Documents; Undisclosed Liabilities. The To its knowledge, -------------------------------------- the Company (and its subsidiaries that were previously publicly traded) have timely has filed all required reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) with the SEC since October 9December 31, 1999 1994 (together with as such documents have been amended prior to the Company's Registration Statement on Form S-1 (Registration No. 333-72883)date hereof, the "Company SEC Documents"). As of their respective dates, the Company 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 the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents when filed 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 therein, in light of the circumstances under which they were made, not misleading. Except , except to the extent that information contained in any Company SEC Document has such statements have been revised, updated modified or supplemented superseded by a later filed Company Filed SEC Document, none of the Company SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included in the Company SEC Documents comply as to form, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto (the "Accounting Rules"), have been prepared in accordance with generally accepted accounting principles GAAP ("GAAP"except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company and its the consolidated subsidiaries Subsidiaries of the Company as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal recurring year-end audit adjustments and except for restructuring and related adjustments as disclosed on Section 3.05 the absence of the Company Disclosure Schedulefootnotes). Except (i) as reflected set forth in the most recent financial statements contained in the Company Filed SEC Documents or in the notes thereto, (ii) and for liabilities that have been incurred by the Company and its subsidiaries since June 30, 2001, in the ordinary course of business and consistent with past practice, (iii) for liabilities that do not and would not reasonably be expected to have a Material Adverse Effect on after the Company, (iv) for liabilities date hereof or incurred in connection with as permitted by this Agreement or the transactions contemplated hereby, or (v) liabilities described in Section 3.05 of the Company Disclosure ScheduleAgreement, neither the Company nor any of its subsidiaries the Company's Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise)) required by GAAP to be set forth on a consolidated balance sheet of the Company and its consolidated Subsidiaries or in the notes thereto and which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

SEC Documents; Undisclosed Liabilities. The To its knowledge, the Company (and its subsidiaries that were previously publicly traded) have timely has filed all required reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) with the SEC since October 9December 31, 1999 1994 (together with as such documents have been amended prior to the Company's Registration Statement on Form S-1 (Registration No. 333-72883)date hereof, the "Company SEC Documents"). As of their respective dates, the Company 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 the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents when filed 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 therein, in light of the circumstances under which they were made, not misleading. Except , except to the extent that information contained in any Company SEC Document has such statements have been revised, updated modified or supplemented superseded by a later filed Company Filed SEC Document, none of the Company SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included in the Company SEC Documents comply as to form, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto (the "Accounting Rules"), have been prepared in accordance with generally accepted accounting principles GAAP ("GAAP"except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company and its the consolidated subsidiaries Subsidiaries of the Company as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal recurring year-end audit adjustments and except for restructuring and related adjustments as disclosed on Section 3.05 the absence of the Company Disclosure Schedulefootnotes). Except (i) as reflected set forth in the most recent financial statements contained in the Company Filed SEC Documents or in the notes thereto, (ii) and for liabilities that have been incurred by the Company and its subsidiaries since June 30, 2001, in the ordinary course of business and consistent with past practice, (iii) for liabilities that do not and would not reasonably be expected to have a Material Adverse Effect on after the Company, (iv) for liabilities date hereof or incurred in connection with as permitted by this Agreement or the transactions contemplated hereby, or (v) liabilities described in Section 3.05 of the Company Disclosure ScheduleAgreement, neither the Company nor any of its subsidiaries the Company's Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise)) required by GAAP to be set forth on a consolidated balance sheet of the Company and its consolidated Subsidiaries or in the notes thereto and which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

SEC Documents; Undisclosed Liabilities. The Except as disclosed in Section 4.5 of the Disclosure Schedule, Company (and its subsidiaries that were previously publicly traded) have has timely filed all required reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) with the SEC since October 9September 2, 1999 1997 (together with the Company's Registration Statement on Form S-1 (Registration No. 333-72883)collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, as amended, the "Company SEC Documents"). As of their respective dates, and taking into account any amendments or supplements thereto, the Company 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 the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents when filed as of such dates, and taking into account any amendments or supplements thereto, 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 therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Company SEC Document has been revised, updated or supplemented by a later filed Company SEC Document, none of the Company SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included in the Company all SEC Documents (the "SEC Financial Statements") comply as to form, as of their respective dates of filing with the SEC, form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto (the "Accounting Rules")thereto, have been prepared in accordance with generally accepted accounting principles ("GAAP"except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries Subsidiaries as of the dates thereof and the consolidated results of their operations operations, shareholders' equity, and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal recurring year-end audit adjustments adjustments, none of which, individually or in the aggregate, is material). Except as set forth in Section 4.5 of the Disclosure Schedule or in any other Section of the Disclosure Schedule and except as set forth in the SEC Documents filed and publicly available prior to the date of this Agreement, and except for restructuring liabilities and related adjustments as disclosed on Section 3.05 of the Company Disclosure Schedule). Except (i) as reflected in the most recent financial statements contained in the Company SEC Documents or in the notes thereto, (ii) for liabilities that have been obligations incurred by the Company and its subsidiaries since June 30, 2001, in the ordinary course of business and consistent with past practice, (iii) for liabilities that do not practice since the date of the most recent consolidated balance sheet included in the SEC Documents filed and would not reasonably be expected publicly available prior to have a Material Adverse Effect on the Company, (iv) for liabilities incurred in connection with date of this Agreement or (the transactions contemplated hereby, or (v) liabilities described in Section 3.05 of the Company Disclosure Schedule"Balance Sheet"), neither the Company nor any of its subsidiaries Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise)) required by generally accepted accounting principles to be set forth on a consolidated balance sheet of Company and its consolidated Subsidiaries or in the notes thereto.

SEC Documents; Undisclosed Liabilities. The Company (and its subsidiaries that were previously publicly traded) have timely has filed -------------------------------------- all material required reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) with the SEC since October May 9, 1999 (together 1996, and the Company has delivered or made available to Parent all reports, schedules, forms, statements and other documents filed by the Company with the Company's Registration Statement on Form S-1 SEC since such date (Registration No. 333-72883)collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "Company SEC Documents"). As of their respective dates, the Company 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 the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents when filed (including any and all financial statements included therein) as of such dates 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 therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained set forth in any Company Section 3.01(e) of the Disclosure Schedule and except to the extent revised or superseded by a subsequent filing with the SEC Document (a copy of which has been revised, updated or supplemented by a later filed Company SEC Documentprovided to Parent prior to the date of this Agreement), none of the Company SEC Documents filed by the Company since January 1, 1997 and prior to the date of this Agreement (the "Recent SEC Documents") contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included in the Company all SEC Documents filed since January 1, 1997 (the "SEC Financial Statements") comply as to form, as of their respective dates of filing with the SEC, form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto (the "Accounting Rules")thereto, have been prepared in accordance with generally accepted accounting principles ("GAAP"except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal recurring year-end audit adjustments and except for restructuring and related adjustments adjustments). Except as disclosed on Section 3.05 set forth in Schedule 3.01(e), at the date of the most recent audited financial statements of the Company Disclosure Schedule). Except (i) as reflected included in the most recent financial statements contained in the Company Recent SEC Documents or in the notes thereto, (ii) for liabilities that have been incurred by the Company and its subsidiaries since June 30, 2001, in the ordinary course of business and consistent with past practice, (iii) for liabilities that do not and would not reasonably be expected to have a Material Adverse Effect on the Company, (iv) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby, or (v) liabilities described in Section 3.05 of the Company Disclosure ScheduleDocuments, neither the Company nor any of its subsidiaries had, and since such date neither the Company nor any of such subsidiaries has incurred, any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise)) which, individually or in the aggregate, could reasonably be expected to have a material adverse effect with respect to the Company. To the best of the Company's knowledge, (i) all historical financial statements supplied to Parent by the Company for periods subsequent to June 30, 1997 have been prepared in accordance with generally accepted accounting principles (except as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject to normal year-end adjustments) and (ii) all financial data so supplied for such periods is true and accurate in all material respects.

SEC Documents; Undisclosed Liabilities. The Company (and its subsidiaries that were previously publicly traded) have timely has filed all required reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) with the SEC since October 9January 1, 1999 1994 (together with the Company's Registration Statement on Form S-1 (Registration No. 333-72883), the "Company SEC Documents"). As of their respective dates, the Company SEC Documents complied as to form 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 the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents when filed 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 therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Company SEC Document has been revised, updated was revised or supplemented superseded by a later filed Company SEC Document, none of the Company SEC Documents contains any untrue statement of a material fact or omits SXX Xxxxxxxxx xxxxxxxxx xxx xxxxxx xxxxxxxxx xx x xxxxxxxx xxxx xx omitted to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the Company SEC Documents comply complied as to form, as of their respective dates of filing with the SEC, form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto (in effect at the "Accounting Rules"), have been time of the filing of the respective SEC Documents were prepared in accordance with generally accepted accounting principles ("GAAP"except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects presented the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal recurring year-end audit adjustments and except for restructuring and related adjustments as disclosed on Section 3.05 of the Company Disclosure Scheduleadjustments). Except (i) as reflected set forth in the most recent financial statements contained in the Company SEC Documents or in the notes thereto, (ii) for liabilities that have been incurred by the Company and its subsidiaries since June 30, 2001, in the ordinary course of business and consistent with past practice, (iii) for liabilities that do not and would not reasonably be expected to have a Material Adverse Effect on the Company, (iv) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby, or (v) liabilities described in Section 3.05 of the Company Disclosure Schedulehereto, neither the Company nor any of its subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise)) required by generally accepted accounting principles to be set forth on a consolidated balance sheet of the Company and its consolidated subsidiaries or in the notes thereto, except for liabilities and obligations incurred in the ordinary course of business consistent with past practice since the date of the most recent consolidated balance sheet included in the SEC Documents which, individually or in the aggregate, could not reasonably be expected to have a Company Material Adverse Effect.

SEC Documents; Undisclosed Liabilities. The Company (and its subsidiaries that were previously publicly traded) have timely has filed --------------------------------------- all required reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) with the SEC since October 9January 1, 1999 1997 (together with the Company's Registration Statement on Form S-1 (Registration No. 333-72883), the "Company SEC Documents"). As of their respective dates, the Company 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 the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents when filed 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 therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Company SEC Document has been revised, updated or supplemented by a later filed Company SEC Document, none of the Company SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the Company SEC Documents comply as to form, as of their respective dates of filing with the SEC, form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto (the "Accounting Rules")thereto, have been prepared in accordance with generally accepted accounting principles GAAP ("GAAP"except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal recurring year-end audit adjustments and except for restructuring and related adjustments as disclosed on Section 3.05 of the Company Disclosure Scheduleadjustments). Except (i) as reflected set forth in the most recent financial statements contained in the Company Filed SEC Documents or in the notes thereto, (ii) for liabilities that have been incurred by the Company and its subsidiaries since June 30, 2001, in the ordinary course of business and consistent with past practice, (iii) for liabilities that do not and would not reasonably be expected to have a Material Adverse Effect on the Company, (iv) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby, or (v) liabilities described in Section 3.05 of the Company Disclosure Scheduleas defined below), neither the Company nor any of its subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise)) required by GAAP to be set forth on a consolidated balance sheet of the Company and its consolidated subsidiaries or in the notes thereto and which, individually or in the aggregate, would have a Material Adverse Effect on the Company.

SEC Documents; Undisclosed Liabilities. The Company (and its subsidiaries that were previously publicly traded) have timely has filed all required registration statements, prospectuses, reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) required to be filed by it with the SEC since October 9January 1, 1999 2001 (together with the Company's Registration Statement on Form S-1 (Registration No. 333-72883)collectively, and in each case including all exhibits, schedules and amendments thereto and documents incorporated by reference therein, the "Company SEC Documents"). No subsidiary of the Company is required to file any registration statement, prospectus, report, schedule, form, statement or other document with the SEC. As of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933 1933, as amended (the "Securities Act") ), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents when filed (including any and all financial statements included therein) as of such dates 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 therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Company SEC Document has been revised, updated or supplemented by a later filed Company SEC Document, none of the Company SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included in the Company SEC Documents (the "SEC Financial Statements") comply as to form, as of their respective dates of filing with the SEC, form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto (the "Accounting Rules")thereto, have been prepared in accordance with generally accepted accounting principles ("GAAP") (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal recurring year-end audit adjustments and except for restructuring and related adjustments as disclosed adjustments). Since June 30, 2002, neither the Company nor any of its subsidiaries, has incurred any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required, if known, to be reflected or reserved against on Section 3.05 a consolidated balance sheet of the Company Disclosure Schedule). Except prepared in accordance with GAAP except (i) as reflected in and to the most recent financial statements contained in extent set forth on the Company SEC Documents or in the notes thereto, (ii) for liabilities that have been incurred by audited balance sheet of the Company and its subsidiaries since as of June 30, 20012002 (including the notes thereto) included in the SEC Documents, (ii) as incurred in connection with the transactions contemplated by this Agreement, (iii) as incurred after June 30, 2002 in the ordinary course of business and consistent with past practice, (iii) for liabilities that do not and would not reasonably be expected to have a Material Adverse Effect on the Company, (iv) for liabilities incurred as described in connection with this Agreement or the transactions contemplated herebySEC Documents filed since June 30, 2002 (the "Recent SEC Documents"), or (v) liabilities described as would not, individually or in the aggregate, have a Company Material Adverse Effect. If, at any time prior to the Effective Time, the Company shall obtain knowledge of any material facts that would require supplementing or amending any of the foregoing documents in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or to comply with applicable laws, such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of the Company. The management of the Company has (i) designed disclosure controls and procedures to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to the management of the Company by others within those entities, and (ii) has disclosed, based on its most recent evaluation, to the Company's auditors and the audit committee of the Company's Board of Directors (A) all significant deficiencies in the design or operation of internal controls which could adversely affect the Company's ability to record, process, summarize and report financial data and have identified for the Company's auditors any material weaknesses in internal controls and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal controls. A summary of such disclosure made by management to the Company's auditors and audit committee is set forth on Section 3.05 3.5 of the Company Disclosure Schedule, neither the Company nor any of its subsidiaries has any liabilities (whether accrued, absolute, contingent or otherwise).