Common use of SEC Documents Clause in Contracts

SEC Documents. Company has filed with the SEC all reports, schedules, forms, statements and other documents required pursuant to the Securities Act and the Exchange Act since February 27, 1995 (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "SEC Documents"). As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act, or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents (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. The consolidated financial statements of Company included in all SEC Documents filed since February 27, 1995 (the "SEC Financial Statements") comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles (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 accordance with generally accepted accounting principles the consolidated financial position of Company as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments).

SEC Documents. The Company has filed with the SEC all required reports, schedules, forms, statements and other documents required pursuant to with the Securities Act and the Exchange Act SEC since February 27September 30, 1995 1994 (collectivelysuch documents, and in each case including together with all exhibits and schedules thereto and documents incorporated by reference therein, collectively referred to herein as 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, 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 (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. The consolidated financial statements of the Company included in all the Company SEC Documents filed since February 27, 1995 (the "SEC Financial Statements") comply as to form complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles (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 accordance with generally accepted accounting principles the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of its their operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustmentsadjustments and other adjustments described therein).

SEC Documents. The Company has filed with the SEC all required reports, schedules, forms, statements and other documents required pursuant to with the Securities Act and the Exchange Act SEC since February 27January 1, 1995 1996 (collectivelysuch documents, and in each case including together with all exhibits and schedules thereto and documents incorporated by reference therein, collectively referred to herein as the "SEC Documents"). No subsidiary of the Company is required to file any reports, schedules, forms, statements or other documents with the SEC. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the such SEC Documents (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. The consolidated financial statements of the Company included in all the SEC Documents filed since February 27, 1995 (the "SEC Financial Statements") comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles (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 accordance with generally accepted accounting principles the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of its their operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustmentsadjustments and other adjustments described therein).

SEC Documents. The Company has made available to the Purchasers a true and complete copy of each annual, quarterly and other report, registration statement (without exhibits) and definitive proxy statement filed by the Company with the SEC all reports, schedules, forms, statements Securities and other documents required pursuant to the Securities Act and the Exchange Act since February 27, 1995 Commission (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "SEC") since January 1, 2003 (the "Company SEC Documents"). 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 ") and the Securities Exchange Act of 1934 (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 (including any and all financial statements included therein) as of such contained on their filing 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 corrected by a subsequently filed Company SEC Document. The consolidated financial statements of the Company included in all the Company SEC Documents filed since February 27, 1995 (the "SEC Financial Statements") comply complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with generally accepted accounting principles (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 GAAP (except as may be indicated in the notes theretothereto or, in the case of unaudited financial statements, as permitted under Form 10-Q under the Exchange Act) and fairly present in accordance with generally accepted accounting principles presented the consolidated financial position of the Company as of the respective dates thereof and the consolidated results of its the Company's operations and cash flows for the periods then ended indicated (subjectsubject to, in the case of unaudited quarterly statements, to normal and recurring year-end audit adjustments).

SEC Documents. Company Camco has made available to STC a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Camco with the SEC all reportssince December 31, schedules, forms, statements 1995 and other documents required pursuant prior to the Securities Act and the Exchange Act since February 27, 1995 date of this Merger Agreement (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "Camco SEC Documents")) which are all the documents that Camco was required to file with the SEC since such date. As of their respective dates, the Camco SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Camco SEC Documents, and none of the Camco SEC Documents (including any and all financial statements included therein) as of such dates contained when filed 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. The consolidated financial statements of Company Camco included in all the Camco SEC Documents filed since February 27, 1995 (the "SEC Financial Statements") comply complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with generally accepted accounting principles (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC), "GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes theretothereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly present in accordance with generally accepted accounting principles the consolidated financial position applicable requirements of Company as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended GAAP (subject, in the case of the unaudited quarterly statements, to normal year-end audit adjustments).adjustments and other adjustments discussed therein) the consolidated financial position of Camco and its consolidated Subsidiaries as of their respective dates and the consolidated

SEC Documents. Company Tristar has filed with provided to Seller its Registration Statement on Form S-8, Annual Report on Form 10-K for the SEC all reportsyear ended August 29, schedules1998, formsQuarterly Reports on Form 10-Q for the quarters ended November 28, statements and other documents required pursuant to the Securities Act and the Exchange Act since 1998, February 27, 1995 (collectively1999 and May 29, 1999, and in each case including all exhibits its proxy statement with respect to the Annual Meeting of Stockholders held on February 10, 1999, Form 10-Q/A for the quarter ended May 29, 1999 and schedules thereto and Form 8-K dated March 15, 1999 (such documents incorporated by reference therein, collectively referred to herein as the "SEC DocumentsDOCUMENTS"). As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act, or the Exchange Act, as the case may be, Act and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents (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. No event has occurred since the filing of the SEC Documents not disclosed in the SEC Documents that, to the Best Knowledge of the Tristar Parties, could reasonably have a Material Adverse Effect on Tristar. The consolidated financial statements of Company Tristar included in all the SEC Documents filed since February 27, 1995 (the "SEC Financial Statements") comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles (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 accordance with generally accepted accounting principles the consolidated financial position of Company Tristar and its consolidated Subsidiaries as of the dates thereof and the consolidated results of its their operations and cash flows for the periods then ended (subject, except in the case of unaudited quarterly statementsinterim period financial information, to for normal year-end audit adjustments).

SEC Documents. Company Buyer has filed with provided to Seller its Annual Report on Form 10-K for the SEC all reportsyear ended December 31, schedules1998, formsQuarterly Reports on Form 10-Q for the quarters ended March 31, statements 1999 and other documents required pursuant to the Securities Act and the Exchange Act since February 27June 30, 1995 (collectively1999, and in each case including all exhibits its proxy statement with respect to its Annual Meeting of Stockholders for 1999 and schedules thereto and any registration statements filed since December 31, 1998 (such documents incorporated by reference therein, collectively referred to herein as the "SEC Documents"). As of their respective ------------- dates, except as otherwise disclosed in writing to Seller, the SEC Documents complied in all material respects with the requirements of the Securities Act, or the Exchange Act, as the case may be, and the rules and regulations of the SEC Commission promulgated thereunder there under applicable to such SEC Documents, and none of the SEC Documents (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. The consolidated financial statements of Company Buyer included in all the SEC Documents filed since February 27, 1995 (the "SEC Financial Statements") comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Commission with respect thereto, have been prepared in accordance with generally accepted accounting principles (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 accordance with generally accepted accounting principles the consolidated financial position of Company Buyer and its consolidated subsidiaries as of the dates thereof and the consolidated results of its their operations and cash flows for the periods then ended (subjectended. Since June 30, 1999, other than as discussed in the case SEC Documents, there has been no material adverse change in the business of unaudited quarterly statementsBuyer and its subsidiaries, to normal year-end audit adjustments)taken as a whole.

SEC Documents. Company has filed all required reports, schedules, ------------- forms, statements and other documents with the SEC all since December 17, 1997 (such reports, schedules, forms, statements and other documents required pursuant being hereinafter referred to the Securities Act and the Exchange Act since February 27, 1995 (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, as the "SEC Documents"). As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents (including any and all financial statements included therein) as of such dates contained any untrue statement statements 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. The consolidated financial statements of Company included in all the SEC Documents filed since February 27, 1995 (the "SEC Financial Statements") comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles (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 otherwise be indicated in the notes thereto) and fairly present in accordance with generally accepted accounting principles the consolidated financial position of Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of its their operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments).

SEC Documents. The Company has filed with the SEC filed, on a timely basis, all reports, schedules, forms, statements statements, and other documents required to be filed by it with the SEC, pursuant to the reporting requirements of the Securities Act and the Exchange Act since February 27of 1934, 1995 including material filed pursuant to Section 13(a) or 15(d) (collectively, and in each case all of the foregoing including all exhibits and schedules thereto and documents filings incorporated by reference therein, therein being referred to herein as the "“SEC Documents"”). As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Exchange Act of 1934 Act, or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder thereunder, and other federal, state and local laws, rules, and regulations applicable to such SEC Documents, and none of the SEC Documents (including any and all financial statements included therein) as of such dates contained any untrue statement of a material fact or omitted or failed 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. The consolidated financial statements of the Company included in all the SEC Documents filed since February 27, 1995 (the "SEC Financial Statements") comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto, . Such financial statements have been prepared in accordance with generally accepted accounting principles (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 (i) as may be otherwise indicated in such financial statements or the notes theretothereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements) and fairly present in accordance with generally accepted accounting principles all material respects the consolidated financial position of the Company as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments).

SEC Documents. (a) Since October 1, 1993, the Company ------------- has filed all documents with the SEC all reports, schedules, forms, statements and other documents required pursuant to be filed under the Securities Act of 1933, as amended (including the rules and regulations promulgated thereunder), or the Exchange Act since February 27, 1995 (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 as to form with the requirements of the Securities Act, 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, and none of the Company SEC Documents (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. The consolidated financial statements of the Company included in all the Company SEC Documents filed since February 27, 1995 (as at the "SEC Financial Statements") comply dates thereof complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with generally accepted accounting principles (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 therein or in the notes thereto) and fairly present in accordance with generally accepted accounting principles the consolidated financial position of the Company and its consolidated Subsidiaries as of at the dates thereof and the consolidated results of its their operations and cash flows changes in financial position for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustmentsadjustments and to any other adjustments described therein).

SEC Documents. The Company has delivered to Parent a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by the Company with the SEC all reportssince January 1, schedules, forms, statements 1994 and other documents required pursuant prior to the Securities Act and the Exchange Act since February 27, 1995 date of this Agreement (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "Company SEC Documents"), which are all the documents (other than preliminary material) that the Company was required to file with the SEC since such date. As of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents (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. The consolidated financial statements of the Company included in all the Company SEC Documents filed since February 27, 1995 (the "SEC Financial Statements") comply complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with generally accepted accounting principles (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC), "GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes theretothereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly present in accordance with generally accepted accounting principles the consolidated financial position applicable requirements of Company as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended GAAP (subject, in the case of the unaudited quarterly statements, to normal year-end audit normal, recurring adjustments, which will not be material, either individually or in the aggregate) the consolidated financial position of the Company and its consolidated Subsidiaries as of their respective dates and the consolidated results of operations and the consolidated cash flows of the Company and its consolidated Subsidiaries for the periods presented therein. (e).

SEC Documents. Company has filed all required reports, ------------- schedules, forms, statements and other documents with the SEC all since January 28, 1997 (such reports, schedules, forms, statements and other documents required pursuant are hereinafter referred to the Securities Act and the Exchange Act since February 27, 1995 (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, as the "SEC Documents"). As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents (including any and all financial statements included therein) as of such dates contained any untrue statement statements 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. The consolidated financial statements of Company included in all the SEC Documents filed since February 27, 1995 (the "SEC Financial Statements") comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles (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 otherwise be indicated in the notes thereto) and fairly present in accordance with generally accepted accounting principles the consolidated financial position of Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of its their operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments).

SEC Documents. Company Parent has filed with the SEC or furnished, as applicable, all reports, schedules, forms, statements and other documents required pursuant to be filed by it with or furnished by it to the Securities Act and the Exchange Act SEC since February 27January 1, 1995 1999 (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "PARENT SEC DocumentsDOCUMENTS"). As of their its respective datesdate, the each Parent SEC Documents Document, including any financial statements or schedules included therein, complied in all material respects with the requirements of the Securities Act, Exchange Act or the Exchange Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC DocumentsDocument, and none of the SEC Documents (including any and all financial statements included therein) as of such dates 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 the light of the circumstances under which they were made, not misleading. The consolidated financial statements of Company Parent and its consolidated subsidiaries included in all the Parent SEC Documents filed since February 27, 1995 (the "SEC Financial Statements") comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles in France (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC), "FRENCH GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) ), include such additional disclosures as are required by, and fairly comply as to form in all material respects with, the published rules and regulations of the SEC with respect thereto, and present fairly, in accordance with generally accepted accounting principles all material respects, the consolidated financial position of Company Parent and its consolidated subsidiaries as of the dates thereof and the consolidated results of its their operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal normal, recurring year-end audit adjustments).

SEC Documents. Company Kodak has made available to Encad a true, correct and complete copy of Kodak's Annual Report on Form 10-K for the year ended December 31, 2000, quarterly reports on Form 10-Q for the quarters ended March 31, 2001, June 30, 2001 and September 30, 2001, current reports on Form 8-K filed with the SEC all reportsat any time between December 31, schedules, forms, statements and other documents required pursuant to the Securities Act 2000 and the Exchange Act since February 27, 1995 (collectivelydate hereof, and definitive proxy statement for the annual meeting of stockholders of Kodak held on May 9, 2001, in each case including all exhibits amendments thereof and schedules thereto and documents incorporated all as filed by reference thereinKodak with the SEC (collectively, the "KODAK SEC DocumentsDOCUMENTS"). As of their respective dates, the Kodak SEC Documents complied in all material respects with the requirements of the Securities Act, or Act and the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the Kodak SEC Documents (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. The consolidated financial statements of Company Kodak included in all the Kodak SEC Documents filed since February 27, 1995 (the "SEC Financial Statements") comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles GAAP (exceptexcept as may be indicated in the notes thereto or, in the case of the 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 (subject, in accordance with generally accepted accounting principles the case of the unaudited statements, to normal, recurring audit adjustments), in all material respects, the consolidated financial position of Company Kodak and its consolidated Subsidiaries as of at the dates thereof and the consolidated results of its their operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments)ended.

SEC Documents. The Company has delivered to Parent a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by the Company with the SEC all reportssince January 1, schedules, forms, statements 1994 and other documents required pursuant prior to the Securities Act and the Exchange Act since February 27, 1995 date of this Agreement (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "Company SEC Documents"), which are all the documents (other than preliminary material) that the Company was required to file with the SEC since such date. As of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents (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. The consolidated financial statements of the Company included in all the Company SEC Documents filed since February 27, 1995 (the "SEC Financial Statements") comply complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with generally accepted accounting principles (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC), "GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes theretothereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly present in accordance with generally accepted accounting principles the consolidated financial position applicable requirements of Company as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended GAAP (subject, in the case of the unaudited quarterly statementsstate ments, to normal year-end audit normal, recurring adjustments), which will not be material, either individually or in the aggregate) the consolidated financial position of the Company and its consolidated Subsidiaries as of their respective dates and the consolidated results of operations and the consolidated cash flows of the Company and its consolidated Subsidiaries for the periods presented therein.

SEC Documents. Company BUYER FINANCIAL STATEMENTS. Peregrine has filed all forms, reports, and documents required to be filed by it with the SEC and has furnished or made available to the Sellers and the Partners true and complete copies of its Annual Report on Form 10-K for the fiscal year ended March 31, 1998 and its Quarterly Report on Form 10-Q for the quarter ended June 30, 1998 (collectively, the "SEC DOCUMENTS"), which Peregrine has filed with the SEC all reports, schedules, forms, statements and other documents required pursuant to the Securities Act and under the Exchange Act since February 27, 1995 (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "SEC Documents")Act. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the Securities Act, or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents (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 made therein, in the light of the circumstances under in which they were made, not misleading. The consolidated financial statements of Company Peregrine, including the notes thereto, included in all the SEC Documents filed since February 27, 1995 (the "SEC Financial StatementsBUYER FINANCIAL STATEMENTS") comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles GAAP consistently applied (exceptexcept as may be indicated in the notes thereto or, 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 accordance with generally accepted accounting principles the consolidated financial position of Company as of the dates thereof Buyer and the consolidated results of its operations and cash flows as of the respective dates and for the periods then ended indicated therein (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments). There has been no change in Peregrine's accounting policies except as described in the notes to the Buyer Financial Statements.

SEC Documents. The Company has filed furnished to each Investor: the ------------- Company's Annual Report on Form 10-K for the fiscal year ended March 31, 1996 and all documents that the Company was required to file, which it represents and warrants it did timely file, with the SEC all reports, schedules, forms, statements and other documents required pursuant to under Sections 13 or 14(a) of the Securities Act and the Exchange Act of 1934, as amended ("Exchange Act"), since February 27March ------------ 31, 1995 1996 (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "SEC Documents"). As of their respective filing dates, or such later date on which such reports were amended, the SEC Documents complied in all material respects with the requirements of the Securities Act, Exchange Act or the Exchange 1933 Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the applicable. The SEC Documents (including any and all financial statements included therein) as of their respective dates, or such dates contained later date on which such reports were amended, 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 made therein, in the light of the circumstances under which they were made, not misleading. The consolidated financial statements of Company included in all the SEC Documents filed since February 27, 1995 (the "SEC Financial Statements") comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared . Except as may be indicated in accordance with generally accepted accounting principles (exceptthe notes to the Financial Statements or, 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 Financial Statements have been prepared in accordance with generally accepted accounting principles consistently applied and fairly present the consolidated financial position of the Company as of and any subsidiaries at the dates thereof and the consolidated results of its their operations and consolidated cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit normal, recurring adjustments).

SEC Documents. (i) The Company has filed with the SEC all required reports, -------------- schedules, forms, statements and other documents required pursuant to with the Securities Act and Exchange Commission (the Exchange Act "SEC") since February 27January 1, 1995 2003 (collectivelysuch reports, schedules, --- forms, statements and in each case including all exhibits and schedules thereto and other documents incorporated by reference therein, are hereinafter referred to as the "SEC --- Documents"). As ; (ii) as of their respective dates, the SEC Documents complied in --------- all material respects with the requirements of 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 SEC Documents, and none of the SEC Documents (including any and all financial statements included therein) as of such dates contained any untrue statement statements 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, 4 not misleading. The ; and (iii) in all material respects, (a) the consolidated financial statements of the Company included in all the SEC Documents filed since February 27, 1995 (the "SEC Financial Statements") comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (b) have been prepared in accordance with generally accepted accounting principles (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 otherwise be indicated in the notes thereto) and (c) present fairly present in accordance with generally accepted accounting principles the consolidated financial position of Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of its their operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments).

SEC Documents. The Company has filed with the SEC all reports, schedulesstatements, forms, statements schedules and other documents (collectively, the “SEC Documents”) required to be filed by it pursuant to the Securities Act of 1933, as amended from time to time (the “Securities Act”), and the Securities Exchange Act since February 27of 1934, 1995 as amended from time to time (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "SEC Documents"“Exchange Act”). As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act, Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such thereunder, except that certain current reports may not have been timely filed. None of the SEC Documents, and none of at the SEC Documents (including any and all financial statements included therein) as of such dates time they were filed with the SEC, 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. The consolidated As of their respective dates, the financial statements of Company included in all the SEC Documents filed since February 27, 1995 (the "SEC “Financial Statements"”) comply complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Except (a) as may be indicated in the notes to the Financial Statements or (b) in the case of the unaudited interim statements, as permitted by Form 10-Q under the Exchange Act, the Financial Statements have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC), consistently applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in accordance with generally accepted accounting principles all material respects the consolidated and consolidating financial position of the Company as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal recurring year-end audit adjustmentsadjustments and footnotes).

SEC Documents. Company NDS has made available to UEC (or such information was readily accessible through the SEC Edgax Website) a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by NDS with the SEC all reportssince December 31, schedules, forms, statements 1995 and other documents required pursuant prior to the Securities Act and the Exchange Act since February 27, 1995 date of this Merger Agreement (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "NDS SEC Documents")) which are all the documents that NDS was required to file with the SEC since such date. As of their respective dates, the NDS SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such NDS SEC Documents, and none of the NDS SEC Documents (including any and all financial statements included therein) as of such dates contained contained, when filed, 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. The consolidated financial statements of Company NDS included in all the NDS SEC Documents filed since February 27, 1995 (the "SEC Financial Statements") comply complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with generally accepted accounting principles (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC), "GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes theretothereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly present in accordance with generally accepted accounting principles the consolidated financial position applicable requirements of Company as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended GAAP (subject, in the case of the unaudited quarterly statements, to normal year-end audit adjustments)adjustments and other adjustments discussed therein) the consolidated financial position of NDS and its consolidated Subsidiaries as of their respective dates and the consolidated results of operations and the consolidated cash flows of NDS and its consolidated Subsidiaries for the periods presented therein.

SEC Documents. The Company has furnished the Purchaser with a correct and complete copy of each report, schedule and registration statement filed by the Company with the SEC all reports, schedules, forms, statements and other documents required pursuant to the Securities Act and the Exchange Act since February 27on or after January 1, 1995 (collectivelythe "SEC Documents"), and in each case which are all ------------- the documents (other than preliminary material) that the Company was required to file (or otherwise did file) with the SEC on or after such date. As of their respective dates, none of the SEC Documents (including all exhibits and schedules thereto and documents incorporated by reference therein, the "SEC Documents"). As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act, or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents (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, and the SEC Documents complied when filed in all material respects with the then applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated by the SEC thereunder. The consolidated financial statements of the Company included in all the SEC Documents filed since February 27, 1995 (the "SEC Financial Statements") comply complied as to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with generally accepted accounting principles GAAP during the periods involved (exceptexcept as may have been indicated in the notes thereto or, in the case of the unaudited consolidated quarterly statements, as permitted by Form 10-Q of promulgated by the SEC), applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present (subject, in accordance with generally accepted accounting principles the case of the unaudited statements, to normal audit adjustments) the consolidated financial position of the Company and its Subsidiaries as of at the dates thereof and the consolidated results of its their operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments)ended.

SEC Documents. Company WEI has delivered to the Stockholders' and Phantom Stockholder's legal counsel all of the SEC Documents. The SEC Documents represent each report filed by WEI with the SEC all reportsCommission since March 30, schedules, forms, statements and other documents required pursuant to the Securities Act and the Exchange Act since February 27, 1995 (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "SEC Documents")1999. As of their respective dates, the SEC Documents complied (i) were prepared in all material respects in accordance with the applicable requirements of the Securities Act, or the Exchange ActAct of 1934, as the case may beamended, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, documents and none of the SEC Documents (including any and all financial statements included thereinii) as of such dates 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 made therein, in the light of the circumstances under which they were made, not misleadingmisleading except for such statements, if any, as have been modified by subsequent filing with the Commission prior to the date hereof. The consolidated financial statements of Company WEI included in all the SEC Documents filed since February 27, 1995 (the "SEC Financial Statements") comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Commission with respect thereto, have been prepared in accordance with United States generally accepted accounting principles (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 accordance with generally accepted accounting principles the consolidated financial position of Company WEI and its consolidated subsidiaries as of the dates thereof and the consolidated results of its their operations and cash flows for the periods then ended (subjectended. Since September 30, 1999, other than as discussed in the case SEC Documents, there has been no material adverse change in the business of unaudited quarterly statementsWEI and its subsidiaries, to normal year-end audit adjustments)taken as a whole.

SEC Documents. The Company has timely filed all documents that the Company was required to file with the SEC all reports, schedules, forms, statements Securities and other documents required pursuant to Exchange Commission (the "SEC") under Sections_13 or 14(a) of the Securities Act and the Exchange Act of 1934, as amended (the "Exchange Act"), since February 27December 31_, 1995 1996 (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "SEC Documents"). As of their respective filing dates, or such later date on which such reports were amended, the SEC Documents complied in all material respects with the requirements of the Exchange Act or the Securities Act of 1933, as amended (the "1933 Act"), as applicable. No SEC Documents as of their respective dates, or such later date on which such reports were amended, or press release, containing information material to the Exchange Actbusiness as a whole, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents (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 made therein, in the light of the circumstances under which they were made, not misleading. The consolidated financial statements of Company included in all the SEC Documents filed since February 27, 1995 (the "SEC Financial Statements") comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared . Except as may be indicated in accordance with generally accepted accounting principles (exceptthe notes to the Financial Statements or, 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 Financial Statements have been prepared in accordance with generally accepted accounting principles consistently applied and fairly present the consolidated financial position of the Company as of and any subsidiaries at the dates thereof and the consolidated results of its their operations and consolidated cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit normal, recurring adjustments).

SEC Documents. Company PHP has filed with the SEC all required reports, schedules, ------------- forms, statements and other documents required pursuant to with the Securities Act and the Exchange Act Commission since February 27April 30, 1995 1996 (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "SEC Documents"). As All of the SEC Documents --------------- (other than preliminary material or material which was subsequently amended), as of their respective filing dates, the SEC Documents complied in all material respects with the all applicable requirements of the Securities Act, or the Exchange ActAct of 1933, as the case may beamended, and the Securities Exchange Act of 1934, as amended, and, in each case, the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none . None of the SEC Documents (including any and all financial statements included therein) Documents, as of such dates their respective dates, contained any untrue statement statements of a material fact or omitted to state a 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, except to the extent such statements have been amended, modified or superseded by later SEC Documents. The PHP's consolidated financial statements of Company included in all the SEC Documents filed since February 27complied, 1995 (the "SEC Financial Statements") comply as to form in all material respects respects, with applicable accounting requirements and the published rules and regulations of the SEC with respect 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 promulgated under the SEC), 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 accordance with generally accepted accounting principles the applicable requirements of GAAP, the consolidated financial position of Company as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end recurring adjustments that would be made in the course of an audit adjustmentsand that would not be material). Since April 30, 1997, no Material Adverse Change has occurred in the business, assets, liabilities, condition (financial or other) or results of operations of PHP.

SEC Documents. Since May 1, 1995, the Company has filed with the SEC all forms, reports, schedules, formsregistration statements, proxy statements and other documents with the SEC required to be filed by it pursuant to the Securities Act of 1933, as amended (the "Securities Act") and the Exchange Act since February 27, 1995 and the SEC rules and regulations promulgated thereunder (all such documents filed through the date hereof collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "Company SEC Documents"). The Company has made available to TAGTCR 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, 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 (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. The consolidated financial statements of the Company included in all the Company SEC Documents filed since February 27, 1995 (the "SEC Financial Statements") comply complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with generally accepted accounting principles (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC), "GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes theretothereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly present in all material respects in accordance with generally accepted accounting principles the consolidated financial position applicable requirements of Company as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended GAAP (subject, in the case of the unaudited quarterly statements, to normal year-end audit normal, recurring adjustments)) the consolidated financial position of the Company and its consolidated Subsidiaries as of their respective dates and the consolidated results of operations and the consolidated cash flows of the Company and its consolidated Subsidiaries for the periods presented therein.

SEC Documents. The Company has furnished Investor with a true, correct and complete copy of each report, schedule, registration statement and definitive proxy statement filed by La Petite (or its predecessor) with the Securities and Exchange Commission ("SEC") on or after August 26, 1995 (the "SEC Documents"), which are all the documents (other than preliminary material) that La Petite (or its predecessor) was required to file (or otherwise did file) with the SEC all reportson or after such date. As of their respective dates, schedules, forms, statements and other documents required pursuant to none of the Securities Act and the Exchange Act since February 27, 1995 SEC Documents (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "SEC Documents"). As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act, or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents (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, therein in the light of the circumstances under which they were made, not misleading, and the SEC Documents complied when filed in all material respects with the then applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated by the SEC thereunder. The consolidated financial statements of Company La Petite (or its predecessor) as of the fiscal years ended August 26, 1995, August 31, 1996 and August 30, 1997, included in all the SEC Documents filed since February 27, 1995 (the "SEC Financial Statements") comply complied as to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with generally accepted accounting principles GAAP during the periods involved (exceptexcept as may have been indicated in the notes thereto or, in the case of the unaudited consolidated quarterly statements, as permitted by Form 10-Q of promulgated by the SEC), applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present (subject, in accordance with generally accepted accounting principles the consolidated case of the unaudited statements to normal audit adjustments) the financial position of Company La Petite as of at the dates thereof and the consolidated its results of its operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments)ended.

SEC Documents. Company HMA has made available to River Oaks a true, correct and complete copy of HMA's Annual Report on Form 10-K for the year ended September 30, 1996, quarterly reports on Form 10-Q for the quarters ended December 31, 1996, March 31, 1997 and June 30, 1997, and definitive proxy statement for the annual meeting of shareholders of HMA held on February 18, 1997, all as filed by HMA with the SEC all reports, schedules, forms, statements and other documents required pursuant to the Securities Act and the Exchange Act since February 27, 1995 (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "HMA SEC DocumentsDOCUMENTS"). As of their respective dates, the HMA SEC Documents complied in all material respects with the requirements of the Securities Act, or the Act and Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the HMA SEC Documents (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. The consolidated financial statements of Company HMA included in all the HMA SEC Documents filed since February 27, 1995 (the "SEC Financial Statements") comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles (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 theretothereto or, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) and fairly present (subject, in accordance with generally accepted accounting principles the case of the unaudited statements, to normal, recurring audit adjustments) the consolidated financial position of Company HMA and its consolidated Subsidiaries as of at the dates thereof and the consolidated results of its their operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments)ended.

SEC Documents. Financial Statements. Each report or proxy statement delivered to the Purchaser is a true and complete copy of such document as filed by the Company with the SEC. The Company has filed in a timely manner all documents that the Company is required to file with the SEC all reportsunder Sections 13, schedules, forms, statements 14(a) and other documents required pursuant to the Securities Act and 15(d) of the Exchange Act since February 27Act, 1995 during the twelve (collectively12) months preceding the date of this Agreement. Except as disclosed on Exhibit C attached hereto, and in each case including as of their respective filing dates, all exhibits and schedules thereto and documents incorporated filed by reference therein, the Company with the SEC (the "SEC DocumentsDOCUMENTS"). As of their respective dates, the SEC Documents ) complied in all material respects with the requirements of the Securities Act, Exchange Act or the Exchange ActSecurities Act of 1933, as amended (the case may be"SECURITIES ACT"), and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none as applicable. None of the SEC Documents (including any and all financial statements included therein) as of such their respective dates contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included in all the SEC Documents filed since February 27, 1995 (the "SEC Financial StatementsFINANCIAL STATEMENTS") comply as to form in all material respects with applicable accounting requirements of the Exchange Act and the Securities Act and with the published rules and regulations of the SEC with respect thereto, . The SEC Financial Statements have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC), consistently applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in accordance with generally accepted accounting principles the consolidated financial position of the Company as of and any subsidiaries at the dates thereof and the consolidated results of its their operations and consolidated cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit normal, recurring adjustments).

SEC Documents. The Company has filed with the SEC all reports, schedules, forms, statements and other documents required pursuant to the Securities Act and the Exchange Act since February 27January 1, 1995 1998, including, without limitation, the Amendment No. 4 to the Company's Registration Statement on Form S-1 (Registration No. 333-75907) (such Amendment No. 4 being herein called the "Form S-1") and the Company's quarterly report on Form 10-Q for the period ended June 30, 1999 (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "SEC Documents"). As of their respective dates, the Form S-1 and the other SEC Documents complied in all material respects with the requirements of the Securities Act, or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents (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. The consolidated financial statements of the Company included in all SEC Documents filed since February 27January 1, 1995 1998 (the "SEC Financial Statements") and the Company's pro-forma consolidated financial statements set forth in the Form S-1 comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles (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 accordance with generally accepted accounting principles the consolidated financial position of the Company (and its Subsidiaries) as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments).

SEC Documents. Company has CGPN hereby makes reference to the following documents filed with the United States Securities and Exchange Commission (the “SEC”), as posted on the SEC’s website, xxx.xxx.xxx: (collectively, the “SEC Documents”): (a) Registration Statement on Form 10SB as filed on November 11, 1999, and all reportsamendments thereto; (b) Annual Report on Form 10-KSB for the fiscal year ended December 31, schedules2004, forms2003, statements 2002, and other 2001 and any amendments thereto; (c) Quarterly Reports on Form 10-QSB for the periods ended March 31, 2005, 2004, 2003, 2002, 2001, June 30, 2004, 2003, 2002, 2001, September 30, 2004, 2003, 2002, 2001, and any amendments thereto; and (d) Current Reports on Form 8K filed in 2001 through the date of Closing. The SEC Documents constitute all of the documents and reports that CGPN was required to file with the SEC pursuant to the Securities Exchange Act of 1934 (“Exchange Act”) and the Exchange Act rules and regulations promulgated thereunder by the SEC since February 27, 1995 (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "SEC Documents")effectiveness of CGPN’s Form 10SB. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act, or Act and/or the Exchange Act, as the case may berequire, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents (including any and all financial statements included therein) as of such dates contained any an 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. The consolidated financial statements of Company CGPN included in all the SEC Documents filed since February 27, 1995 (the "SEC Financial Statements") comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles in the United States (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC), applicable form under the Securities Act and/or the Exchange Act) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in accordance with generally accepted accounting principles the consolidated financial position of Company CGPN as of the dates thereof and the its consolidated results statements of its operations operations, stockholders’ equity and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal and recurring year-end audit adjustmentsadjustments which were and are not expected to have a material adverse effect on CGPN, its business, financial condition or results of operations). Except as and to the extent set forth on the consolidated balance sheet of CGPN as of December 31, 2004, including the notes thereto, CGPN has no liability or obligation of any nature (whether accrued, absolute, contingent or otherwise and whether required to be reflected on a balance sheet or not).

SEC Documents. Company Mendocino has filed furnished the Purchaser with a true and ------------- complete copy of the SEC Documents. As of its filing date (and, with respect to any registration statement, the date on which it or any post-effective amendment was declared effective), each SEC Document was in compliance, in all material respects, with the SEC all reports, schedules, forms, statements and other documents required pursuant to applicable requirements of the Securities Act and the Exchange Act since February 27, 1995 (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "SEC Documents"). As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act, or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents (including any and all financial statements included therein) as of such dates contained any no untrue statement of a material fact or omitted to state and did not omit any statement of 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 Company Mendocino included in all the SEC Documents filed since February 27complied, 1995 at the time of filing with the SEC (and, with respect to any registration statement, at the "SEC Financial Statements") comply time it was declared effective), as to form form, in all material respects respects, with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with generally accepted accounting principles (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 subject, in the notes theretocase of the unaudited statements, to the omission of certain footnotes) and fairly present present, in accordance with generally accepted accounting principles all material respects (subject, in the case of the unaudited statements, to normal, recurring year-end audit adjustments) the consolidated financial position of Company Mendocino, as applicable, as of the dates thereof and the consolidated results of its their operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments)presented.

SEC Documents. Company UTI has filed with the SEC all reports, schedules, forms, statements and other documents required pursuant provided to the Securities Act Shareholders its Annual Report on Form 10-K for the year ended December 31, 1996, Quarterly Reports on Form 10-Q for the quarters ended March 31, 1997 and the Exchange Act since February June 30, 1997, its Current Reports on Form 8-K dated January 27, 1995 (collectively1997 and April 11, 1997, as amended, and in each case including all exhibits and schedules thereto and its proxy statement with respect to its Annual Meeting of Stockholders for 1997 (such documents incorporated by reference therein, collectively referred to herein as the "SEC Documents"). As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities ActExchange Act of 1934, or as amended (the "Exchange Act, as the case may be"), and the rules and regulations of the SEC Commission promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents (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. The consolidated financial statements of Company UTI included in all the SEC Documents filed since February 27, 1995 (the "SEC Financial Statements") comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Commission with respect thereto, have been prepared in accordance with generally accepted accounting principles (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 accordance with generally accepted accounting principles the consolidated financial position of Company UTI and its consolidated subsidiaries as of the dates thereof and the consolidated results of its their operations and cash flows for the periods then ended (subjectended. Since September 30, 1996, other than as discussed in the case SEC Documents, there has been no material adverse change in the business of unaudited quarterly statementsUTI and its subsidiaries, to normal year-end audit adjustments)taken as a whole.

SEC Documents. Company Apertus has filed with the SEC all required reports, schedules, forms, statements statements, and other documents required pursuant to with the Securities Act and the Exchange Act SEC since February 27September 30, 1995 1994 (collectively, and in each case including all exhibits and schedules thereto and together with later filed documents incorporated by reference thereinthat revise or supersede earlier filed documents, the "Apertus SEC Documents"). As of their respective dates, the Apertus SEC Documents complied as to form in all material respects with the requirements of the Securities Act, or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Apertus SEC Documents, and none . None of the Apertus SEC Documents (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. The consolidated financial statements of Company Apertus included in all the Apertus SEC Documents filed since February 27, 1995 (complied as of their respective dates of filing with the "SEC Financial Statements") comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC), Exchange Act) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) ), and fairly present in accordance with generally accepted accounting principles the consolidated financial position of Company Apertus and its consolidated subsidiaries as of the dates thereof and the consolidated results of its their operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments).

SEC Documents. The Company has filed with all reports required to be filed by it under the SEC all reportsSecurities Exchange Act of 1934, schedulesas amended (the "EXCHANGE ACT"), formsincluding, statements and other documents required pursuant to Section 13(a) or 15(d) thereof, for the Securities Act and three years preceding the Exchange Act since February 27, 1995 date hereof (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the foregoing materials being collectively referred to herein as the "SEC DocumentsDOCUMENTS"), on a timely basis, or has received a valid extension of such time of filing and has filed any such SEC Documents prior to the expiration of any such extension. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act, or Act and the Exchange Act, as the case may be, Act and the rules and regulations of the SEC Commission promulgated thereunder applicable to such SEC Documents, and none thereunder. The financial statements of the Company included in the SEC Documents (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. The consolidated financial statements of Company included in all SEC Documents filed since February 27, 1995 (the "SEC Financial Statements") comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Commission with respect thereto, . Such financial statements have been prepared in accordance with generally accepted accounting principles (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 (involved, except as may be otherwise indicated in such financial statements or the notes thereto) , and fairly present in accordance with generally accepted accounting principles all material respects the consolidated financial position of the Company as of and for the dates thereof and the consolidated results of its operations and cash flows for the periods then ended (ended, subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments). Since the date of the financial statements included in the Company's last filed Quarterly Report on Form 10-Q for the quarter ended November 30, 1998, there has been no event, occurrence or development that has had a Material Adverse Effect which has not been specifically disclosed to the Purchasers by the Company.

SEC Documents. Company Purchaser has made available to the Stockholders a true and complete copy of (i) Amendment No. 3 to Purchaser's Registration Statement for Secondary Offering dated October 14, 1999, and (ii) Purchaser's report on Form 10-Q for the quarter ended September 30, 1999, filed by Purchaser with the SEC all reports, schedules, forms, statements Securities and other documents required pursuant to Exchange Commission (the Securities Act and the Exchange Act since February 27, 1995 "SEC") (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "SEC DocumentsDOCUMENTS"). As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act, 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, and none of the SEC Documents (including any and all financial statements included therein) did not, as of such dates contained their respective dates, 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 the light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim financial statements of Company Purchaser included in all the SEC Documents filed since February 27(collectively, 1995 (the "SEC Financial StatementsPURCHASER FINANCIAL STATEMENTS") comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with generally accepted accounting principles (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 U.S. GAAP (except as may be indicated therein or in the notes thereto) and fairly present in accordance with generally accepted accounting principles all material respects the consolidated financial position of Company Purchaser as of the respective dates thereof and thereof, or the consolidated results of its operations and cash flows for the respective periods then ended (ended, as the case may be, subject, in the case of unaudited quarterly interim financial statements, to normal year-end audit adjustments).

SEC Documents. Company (i) Xxxxxxx has filed with the SEC all required reports, schedules, forms, statements and other documents required pursuant to with the Securities Act and the Exchange Act SEC since February 27January 1, 1995 1998 (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "SEC Documents"). As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act, 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, and none of the SEC Documents (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. The consolidated financial statements of Company Xxxxxxx included in all the SEC Documents filed since February 27, 1995 (the "SEC Financial Statements") comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with accounting principles generally accepted accounting principles in the United States ("US 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 accordance with generally accepted accounting principles the consolidated financial position of Company Xxxxxxx and its consolidated Subsidiaries as of the dates thereof and the consolidated results of its their operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments).

SEC Documents. Company UTI has filed provided to SUITS its Annual Report on Form 10-K for the year ended December 31, 1997, its Current Reports on Form 8-K dated April 23, 1998, as amended, its quarterly report on Form 10-Q for the three months ended March 31, 1998 and its proxy statement with the SEC all reports, schedules, forms, statements and other respect to its Annual Meeting of Stockholders for 1998 (such documents required pursuant collectively referred to the Securities Act and the Exchange Act since February 27, 1995 (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, herein as the "SEC Documents"). As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities ActExchange Act of 1934, or as amended (the "Exchange Act, as the case may be"), and the rules and regulations of the SEC Commission promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents (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. The consolidated financial statements of Company UTI included in all the SEC Documents filed since February 27, 1995 (the "SEC Financial Statements") comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Commission with respect thereto, have been prepared in accordance with generally accepted accounting principles (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 GAAP (except as may be indicated in the notes thereto) and fairly present in accordance with generally accepted accounting principles the consolidated financial position of Company UTI and its consolidated subsidiaries as of the dates thereof and the consolidated results of its their operations and cash flows for the periods then ended (subjectended. Since March 31, 1998, other than as discussed in the case SEC Documents, there has been no material adverse change in the business of unaudited quarterly statementsUTI and its subsidiaries, to normal year-end audit adjustments)taken as a whole.

SEC Documents. Company TMW has filed with the SEC all required reports, schedules, forms, ------------- statements and other documents required pursuant to with the Securities Act and the Exchange Act SEC since February 27January 30, 1995 1998 (collectivelysuch documents, and in each case including together with all exhibits and schedules thereto and documents incorporated by reference therein, collectively referred to herein as the "TMW SEC Documents"). As of their respective dates, the TMW SEC Documents complied in all material respects with the requirements of the Securities Act, Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such TMW SEC Documents, and none of the TMW SEC Documents (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. The consolidated financial statements of Company TMW included in all the TMW SEC Documents filed since February 27, 1995 (the "SEC Financial Statements") comply as to form complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles (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 theretothereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly present in accordance with generally accepted accounting principles the consolidated financial position of Company TMW and its consolidated subsidiaries as of the dates thereof and the consolidated results of its their operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustmentsadjustments and other adjustments described therein). Except as set forth in the TMW SEC Documents, since the date of filing of such financial statements there has been no Material Adverse Change with respect to TMW and its subsidiaries taken as a whole.

SEC Documents. Company has Bakex Xxxhxx xxx made available to Drilex a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Bakex Xxxhxx xxxh the SEC since September 30, 1996 and prior to the date of this Agreement (the "Bakex Hughxx XXX Documents"), which are all the documents (other than preliminary material) that Bakex Xxxhxx xxx required to file with the SEC all reports, schedules, forms, statements and other documents required pursuant to the Securities Act and the Exchange Act since February 27, 1995 (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "SEC Documents")such date. As of their respective dates, the SEC Bakex Xxxhxx XXX Documents complied in all material respects with the requirements of the Securities Act, Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Bakex Xxxhxx XXX Documents, and none of the SEC Bakex Xxxhxx XXX Documents (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. The consolidated financial statements of Company included Bakex Xxxhxx xxxluded in all SEC the Bakex Xxxhxx XXX Documents filed since February 27, 1995 (the "SEC Financial Statements") comply complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with generally accepted accounting principles (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC), GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes theretothereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly present in accordance with generally accepted accounting principles the consolidated financial position applicable requirements of Company as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended GAAP (subject, in the case of the unaudited quarterly statements, to normal year-end audit normal, recurring adjustments, none of which will be material) the consolidated financial position of Bakex Xxxhxx xxx its consolidated Subsidiaries as of their respective dates and the consolidated results of operations and the consolidated cash flows of Bakex Hughxx xxx its consolidated Subsidiaries for the periods presented therein. (e).

SEC Documents. The Company has made available to Parent a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by the Company with the SEC all reportssince January 1, schedules, forms, statements 1993 and other documents required pursuant prior to the Securities Act and the Exchange Act since February 27, 1995 date of this Agreement (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "Company SEC Documents")) which are all the documents (other than preliminary material) that the Company was required to file with the SEC since such date. As of their respective dates, (i) the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and (ii) none of the Company SEC Documents (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. The consolidated financial statements of the Company included in all the Company SEC Documents filed since February 27, 1995 (the "SEC Financial Statements") comply complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with generally accepted accounting principles (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC), "GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes theretothereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly present fairly, in all material respects, in accordance with generally accepted accounting principles the consolidated financial position applicable requirements of Company as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended GAAP (subject, in the case of the unaudited quarterly statements, to normal year-end audit normal, recurring adjustments, none of which are material) the consolidated financial position of the Company and its consolidated Subsidiaries as of their respective dates and the consolidated results of operations and the consolidated cash flows of the Company and its consolidated Subsidiaries for the periods presented therein. (e).

SEC Documents. Company The Partnership has filed with the SEC Commission all reports, schedules, forms, schedules and statements and other documents required pursuant to be filed by it under the Exchange Act or the Securities Act and since December 31, 2012 on a timely basis (all such documents filed on or prior to the Exchange Act since February 27date of this Agreement, 1995 (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "“SEC Documents"”). As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act, or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such The SEC Documents, and none of the SEC Documents (including any and all audited or unaudited financial statements and any notes thereto or schedules included therein, at the time filed, (other than with respect to (d), except to the extent corrected or amended by a subsequently filed SEC Document filed prior to the date of this Agreement) 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. The consolidated financial statements of Company included in all SEC Documents filed since February 27, 1995 (the "SEC Financial Statements"a) comply complied as to form in all material respects with applicable requirements of the Exchange Act and the applicable accounting requirements and with the published rules and regulations of the SEC Commission with respect thereto, have been (b) were prepared in accordance with generally accepted accounting principles (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC), GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes theretothereto or, in the case of unaudited statements, as permitted by Form 10-Q of the Commission), (c) and fairly present (subject in accordance with generally accepted accounting principles the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of Company the Partnership as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended ended, and (subjectd) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the case of unaudited quarterly statementscircumstances in which they were made, not misleading. PricewaterhouseCoopers LLP is an independent registered public accounting firm with respect to normal year-end audit adjustments)the Partnership and has not resigned or been dismissed.

SEC Documents. The Company has furnished the Purchaser with a correct and complete copy of each report, schedule and registration statement filed by the Company with the SEC all reports, schedules, forms, statements and other documents required pursuant to the Securities Act and the Exchange Act since February 27on or after January 1, 1995 (collectivelythe "SEC Documents"), and in each case which are all the documents (other than preliminary material) that the Company was required to file (or otherwise did file) with the SEC on or after such date. As of their respective dates, none of the SEC Documents (including all exhibits and schedules thereto and documents incorporated by reference therein, the "SEC Documents"). As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act, or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents (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, and the SEC Documents complied when filed in all material respects with the then applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated by the SEC thereunder. The consolidated financial statements of the Company included in all the SEC Documents filed since February 27, 1995 (the "SEC Financial Statements") comply complied as to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with generally accepted accounting principles GAAP during the periods involved (exceptexcept as may have been indicated in the notes thereto or, in the case of the unaudited consolidated quarterly statements, as permitted by Form 10-Q of promulgated by the SEC), applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present (subject, in accordance with generally accepted accounting principles the case of the unaudited statements, to normal audit adjustments) the consolidated financial position of the Company and its Subsidiaries as of at the dates thereof and the consolidated results of its their operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments)ended.

SEC Documents. Company Parent has filed in a timely manner all documents that it was required to file with the SEC all reportsSecurities and Exchange Commission (the "SEC") under Sections 13, schedules, forms, statements 14(a) and other documents required pursuant to 15(d) of the Securities Act and the Exchange Act of 1934, as amended (the "EXCHANGE ACT") and all rules and regulations thereunder, since February 27July 28, 1995 (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein2000, the "SEC Documents")date on which Parent became subject to such reporting requirements. As of their respective filing dates, all documents filed by Parent with the SEC Documents (the "SEC DOCUMENTS") complied in all material respects with the requirements of the Exchange Act or the Securities Act, or the Exchange Act, as the case may beapplicable, and the all rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none thereunder. None of the SEC Documents (including any and all financial statements included therein) contained, as of such dates contained their respective dates, any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The consolidated financial statements of Company Parent included in all the SEC Documents filed since February 27, 1995 (the "SEC Financial StatementsPARENT FINANCIAL STATEMENTS") comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, . The Parent Financial Statements have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC), GAAP consistently applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in accordance with generally accepted accounting principles all material respects the consolidated financial position of Company as of Parent and its Subsidiaries at the dates thereof and the consolidated results of its operations and cash flows of Parent and its Subsidiaries for the periods then ended in accordance with GAAP (subject, in the case of unaudited quarterly statements, to normal year-end audit accruals and adjustments).

SEC Documents. Company Autobytel has filed with the SEC filed, or furnished, as applicable, all required reports, schedules, forms, registration statements and other documents required pursuant to with the Securities Act and the Exchange Act Commission (“SEC”) since February 27December 31, 1995 2009 (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "“Autobytel 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 Autobytel SEC Documents complied in all material respects with the requirements of the Securities ActAct of 1933, as amended, or the Securities Exchange ActAct of 1934, as amended, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Autobytel SEC Documents, and none of the Autobytel SEC Documents (including any and all financial statements included therein) as of such dates 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 the light of the circumstances under which they were made, not misleading. The consolidated financial statements of Company Autobytel included in all the Autobytel SEC Documents filed since February 27, 1995 (the "SEC Financial Statements") comply complied as to form 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, have been prepared in accordance with generally accepted accounting principles thereto (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC), have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes theretodisclosed therein) and fairly present in accordance with generally accepted accounting principles all material respects the consolidated financial position of Company as of the dates thereof Autobytel and its consolidated subsidiaries and the consolidated results of its operations operations, changes in stockholders’ equity and cash flows of such companies as of the dates and for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments)shown.

SEC Documents. The Company has furnished Parent and Acquisition Sub with a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by the Company with the SEC all reports, schedules, forms, statements and other documents required pursuant to the Securities Act and the Exchange Act since February 271, 1995 1994 (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "SEC DocumentsDOCUMENTS"), which are all the documents (other than preliminary materials) that the Company was required to file with the SEC since that date. As The SEC Documents, as of their respective dates, the SEC Documents complied in all material respects with the applicable requirements of the Securities Act, or the Exchange ActAct of 1934, as amended (the case may be, "EXCHANGE ACT") and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents (including any and all financial statements included therein) as of such dates 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 the light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included in all the SEC Documents filed since February 27, 1995 (the "SEC Financial Statements") comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles (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 theretothereto or, in the case of the unaudited statements, for the absence of notes thereto or as permitted by Form 10-QSB of the SEC) and fairly present (subject, in accordance with generally accepted accounting principles the case of the unaudited statements, to normal, recurring audit adjustments) the Company and its consolidated financial position of Company subsidiaries as of the dates thereof and the consolidated results of its their operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments).ended. The Company has not received any management letters or draft

SEC Documents. Company Panther has filed with the SEC Securities and Exchange Commission (the "COMMISSION") all reports, schedules, forms, statements and other documents required pursuant to by the Securities Act and or the Securities Exchange Act since February 27of 1934, 1995 as amended (the "EXCHANGE ACT") or the rules or regulations promulgated thereunder to be filed by Panther in each case in the form and with the substance prescribed by either such Act or such rules or regulations (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "SEC DocumentsDOCUMENTS")) including, without limitation, proxy information and solicitation materials, in each case in the form and with the substance prescribed by either such Act or such rules or regulations. As of their respective datesfiling dates (or if amended, revised or superseded by a subsequent filing with the Commission then on the date of such subsequent filing), the SEC Documents complied in all material respects with the requirements of the Securities Act, Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC Commission promulgated thereunder and other federal, state and local laws, rules and regulations applicable to such the SEC Documents, and none of the SEC Documents (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. The consolidated financial statements of Company Panther included in all SEC Documents filed since February 27Documents, 1995 including any amendments thereto (the "SEC Financial StatementsFINANCIAL STATEMENTS") comply ), complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Commission with respect theretothereto and, have been as at the dates as of which the same were prepared and for the periods then ended, fairly presented in all material respects the financial condition and results of operations of Panther and its affiliates on a consolidated basis in accordance with generally accepted accounting principles (exceptconsistently applied throughout all such periods, 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 accordance with generally accepted accounting principles the consolidated financial position of Company as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustmentsdisclosed on Schedule 5.7(c).. -40-

SEC Documents. Company TMW has filed with the SEC all required reports, schedules, forms, statements and other documents required pursuant to with the Securities Act and the Exchange Act SEC since February 27January 30, 1995 1998 (collectivelysuch documents, and in each case including together with all exhibits and schedules thereto and documents incorporated by reference therein, collectively referred to herein as the "TMW SEC Documents"). As of their respective dates, the TMW SEC Documents complied in all material respects with the requirements of the Securities Act, Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such TMW SEC Documents, and none of the TMW SEC Documents (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. The consolidated financial statements of Company TMW included in all the TMW SEC Documents filed since February 27, 1995 (the "SEC Financial Statements") comply as to form complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles (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 theretothereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly present in accordance with generally accepted accounting principles the consolidated financial position of Company TMW and its consolidated subsidiaries as of the dates thereof and the consolidated results of its their operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustmentsadjustments and other adjustments described therein). Except as set forth in the TMW SEC Documents, since the date of filing of such financial statements there has been no Material Adverse Change with respect to TMW and its subsidiaries taken as a whole.

SEC Documents. The Company has filed with the SEC all required reports, schedules, forms, statements and other documents required pursuant with the SEC relating to the Securities Act periods commencing on or after January 1, 1997 (such reports, schedules, forms, statements and the Exchange Act since February 27, 1995 (collectively, and in each case including all exhibits and schedules thereto and other documents incorporated by reference therein, being hereinafter referred to as the "SEC Documents"). As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents (including any and all financial statements included therein) as of such dates contained any untrue statement statements 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. The consolidated financial statements of the Company included in all the SEC Documents filed since February 27, 1995 (the "SEC Financial Statements") comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect 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 otherwise be indicated in the notes thereto) and fairly present in accordance with generally accepted accounting principles all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of its their operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments).

SEC Documents. Company has made available to Purchaser a ------------- true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Company with the SEC all reportssince January 1, schedules, forms, statements 1997 and other documents required pursuant prior to the Securities Act and the Exchange Act since February 27, 1995 date of this Agreement (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "Company SEC Documents"), which are all the documents (other than preliminary material) that Company was required to file with the SEC since such date. As of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act, 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 (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. The consolidated financial statements of Company (including, in each case, the notes thereto) included in all the Company SEC Documents filed since February 27, 1995 (the "SEC Financial Statements") comply complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with generally accepted accounting principles (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC), GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes theretothereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and present fairly present in all material respects and in accordance with generally accepted accounting principles the consolidated financial position applicable requirements of Company as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended GAAP (subject, in the case of the unaudited quarterly statements, to normal year-end audit normal, recurring adjustments), none of which were or are expected, individually or in the aggregate, to be material in amount) the consolidated financial position of Company and its consolidated Subsidiaries as of their respective dates and the consolidated results of operations and the consolidated cash flows of Company and its consolidated Subsidiaries for the periods presented therein.

SEC Documents. Company Parent has filed all SEC Documents (the "Parent SEC Documents") with the SEC all reportssince January 1, schedules1998. To Parent's knowledge, forms, statements and other documents required pursuant to the Securities Act and the Exchange Act since February 27, 1995 (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "SEC Documents"). As as of their respective dates, the Parent SEC Documents complied in all material respects with the requirements of the Securities Act, Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Documents, and none of the Parent SEC Documents (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. The consolidated financial statements of Company Parent included in all the Parent SEC Documents filed since February 27, 1995 (the "SEC Financial Statements") comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles (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 accordance with generally accepted accounting principles the consolidated financial position of Company Parent and its consolidated subsidiaries as of the dates thereof and the consolidated results of its their operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustmentsadjustments and other adjustments described therein).

SEC Documents. (i) The Company has filed with the SEC all required reports, schedules, forms, statements and other documents with the SEC since November 30, 1994 (such reports, schedules, forms, statements and other documents filed and/or required pursuant to the Securities Act and the Exchange Act since February 27, 1995 (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, be filed are hereinafter referred to as the "SEC Documents"). As ; (ii) as of their respective dates, the SEC Documents complied complied, in all material respects respects, with the requirements of the Securities Act, or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents (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. The ; and (iii) the consolidated financial statements of the Company included in all the SEC Documents filed since February 27, 1995 (the "SEC Financial Statements") comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles (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 theretothereto or, in the case of unaudited statements, as permitted by Item 310 of Regulation S-B) and fairly present in accordance with generally accepted accounting principles the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of its their operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments).

SEC Documents. Company Buyer has filed with provided to Seller its Annual Report on Form 10-K for the SEC all reportsyear ended December 31, schedules1995, formsQuarterly Reports on Form 10-Q for the quarters ended March 31, statements 1996, June 30, 1996, and other documents required pursuant to the Securities Act September 30, 1996, its current reports on Form 8-K dated August 28, 1996, as amended by Amendment No. 1 thereto dated October 28, 1996, and the Exchange Act since February January 27, 1995 (collectively1997, and in each case including all exhibits and schedules thereto and its proxy statement with respect to its Annual Meeting of Stockholders for 1996 (such documents incorporated by reference therein, collectively referred to herein as the "SEC Documents"). As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities ActExchange Act of 1934, or as amended (the "Exchange Act, as the case may be"), and the rules and regulations of the SEC Commission promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents (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. The consolidated financial statements of Company Buyer included in all the SEC Documents filed since February 27, 1995 (the "SEC Financial Statements") comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Commission with respect thereto, have been prepared in accordance with generally accepted accounting principles (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 accordance with generally accepted accounting principles the consolidated financial position of Company Buyer and its consolidated subsidiaries as of the dates thereof and the consolidated results of its their operations and cash flows for the periods then ended (subjectended. Since September 30, 1996, other than as discussed in the case SEC Documents, there has been no material adverse change in the business of unaudited quarterly statementsBuyer and its subsidiaries, to normal year-end audit adjustments)taken as a whole.

SEC Documents. Company has filed The Partnership SEC Documents include all the documents (other than preliminary material) that the Partnership was required to file under the Exchange Act with the SEC all reportssince December 31, schedules, forms, statements and other documents required pursuant to the Securities Act and the Exchange Act since February 27, 1995 (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "SEC Documents")2005. As of their respective dates, the Partnership SEC Documents complied as to form in all material respects with the requirements of the Securities Act, or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Partnership SEC Documents, and none of the Partnership SEC Documents (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. The consolidated financial statements of Company the Partnership included in all the Partnership SEC Documents filed since February 27were prepared from the books and records of the Partnership and its subsidiaries, 1995 (the "SEC Financial Statements") comply complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with generally accepted accounting principles (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC), GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes theretothereto or, in the case of the unaudited statements, as permitted by Rule 10.01 of Regulation S-X) and fairly present in accordance with generally accepted accounting principles the consolidated financial position applicable requirements of Company as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended GAAP (subject, in the case of the unaudited quarterly statements, to normal yearnormal, recurring adjustments, none of which is material) the consolidated financial position of the Partnership and its consolidated subsidiaries as of their respective dates and the consolidated results of operations and the consolidated cash flows of the Partnership and its consolidated Subsidiaries for the periods presented therein. Notwithstanding the foregoing statements, the Partnership, the General Partner and the Buyer shall have no liability with respect to any current report on Form 8-end audit adjustments)K of the Partnership that was “furnished” rather than “filed” with the SEC.

SEC Documents. The Company has timely filed with the SEC all required reports, schedules, forms, statements and other documents required pursuant to with the Securities Act and the Exchange Act SEC since February 27January 1, 1995 1996 (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, as amended, the "SEC Documents"). As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act, 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, and none of the SEC Documents (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. The consolidated financial statements (including footnotes) of the Company included in all the SEC Documents filed since February 27, 1995 (the "SEC Financial Statements") comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles (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 specifically indicated in the notes thereto) ), and fairly present in accordance with generally accepted accounting principles the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of its operations income, shareholders' equity and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments)ended.

SEC Documents. Company has Bakex Xxxhxx xxx made available to Drilex a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Bakex Xxxhxx xxxh the SEC since September 30, 1996 and prior to the date of this Agreement (the "Bakex Hughxx XXX Documents"), which are all the documents (other than preliminary material) that Bakex Xxxhxx xxx required to file with the SEC all reports, schedules, forms, statements and other documents required pursuant to the Securities Act and the Exchange Act since February 27, 1995 (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "SEC Documents")such date. As of their respective dates, the SEC Bakex Xxxhxx XXX Documents complied in all material respects with the requirements of the Securities Act, Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Bakex Xxxhxx XXX Documents, and none of the SEC Bakex Xxxhxx XXX Documents (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 17 24 to make the statements therein, in the light of the circumstances under which they were made, not misleading. The consolidated financial statements of Company Bakex Xxxhxx included in all SEC the Bakex Xxxhxx XXX Documents filed since February 27, 1995 (the "SEC Financial Statements") comply complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with generally accepted accounting principles (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC), GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes theretothereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly present in accordance with generally accepted accounting principles the consolidated financial position applicable requirements of Company as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended GAAP (subject, in the case of the unaudited quarterly statements, to normal year-end audit normal, recurring adjustments, none of which will be material) the consolidated financial position of Bakex Xxxhxx xxx its consolidated Subsidiaries as of their respective dates and the consolidated results of operations and the consolidated cash flows of Bakex Hughxx xxx its consolidated Subsidiaries for the periods presented therein. (e).

SEC Documents. (i) Company has filed all required reports, schedules, ------------- forms, statements and other documents with the SEC all since January 1, 1993 (such reports, schedules, forms, statements and other documents required pursuant are hereinafter referred to the Securities Act and the Exchange Act since February 27, 1995 (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, as the "SEC Documents"). As ; (ii) as of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents (including any and all financial statements included therein) as of such dates contained any untrue statement statements 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. The ; and (iii) the consolidated financial statements of Company included in all the SEC Documents filed since February 27, 1995 (the "SEC Financial Statements") comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles principals (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 otherwise be indicated in the notes thereto) and fairly present in accordance with generally accepted accounting principles the consolidated financial position of Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of its their operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments).

SEC Documents. Company Purchaser has made available to Seller a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by CB&I with the SEC all reportssince January 1, schedules, forms, statements 1998 and other documents required pursuant prior to the Securities Act and the Exchange Act since February 27, 1995 date of this Agreement (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "SEC Documents")) which are all the documents (other than preliminary material) that CB&I has been required to file with the SEC since such date. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act, 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, and none of the SEC Documents (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. The consolidated financial statements of Company included CB&I contained in all the SEC Documents filed since February 27, 1995 (the "SEC Financial Statements") comply complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with United States generally accepted accounting principles (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 theretothereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly present in accordance with applicable requirements of United States generally accepted accounting principles the consolidated financial position of Company as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended (subject, in the case of the unaudited quarterly statements, to normal year-end audit normal, recurring adjustments), none of which will be material) the consolidated financial position of CB&I and its consolidated subsidiaries as of their respective dates and the consolidated results of operations and the consolidated cash flows of CB&I and its consolidated subsidiaries for the periods presented therein, respectively.

SEC Documents. Since January 1, 1999, the Company has timely filed with the SEC all required reports, schedules, forms, statements and other documents required pursuant to be filed by it with the Securities Act SEC (such reports, schedules, forms, statements and the Exchange Act since February 27, 1995 (collectively, and in each case including all exhibits and schedules thereto and other documents incorporated by reference therein, are hereinafter referred to as the "SEC Documents"). As of their respective dates, and in all material respects, the SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents (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. The consolidated financial statements of the Company included in all the SEC Documents filed since February 27, 1995 (the "SEC Financial Statements") comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC), "GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes theretothereto or, in the case of unaudited interim financial statements, as permitted by Rule 10-01 of Regulation S-X) and fairly present present, in accordance with generally accepted accounting principles all material respects, the consolidated financial position of the Company and its Subsidiaries as of the dates thereof and the consolidated results of its operations and their operations, cash flows and shareholders' equity for the periods then ended (subject, in the case of unaudited quarterly interim financial statements, to normal year-end audit recurring adjustments).

SEC Documents. Company PTI has made available to MicroLegend a true, correct and complete copy of PTI's Annual Report on Form 10-K for the year ended December 31, 1998, quarterly reports on Form 10-Q for the quarters ended March 31, 1999, June 30, 1999 and September 30, 1999, and definitive proxy statement for the Annual Meeting of Stockholders of PTI held on June 8, 1999, all as filed by PTI with the SEC all reports, schedules, forms, statements and other documents required pursuant to the Securities Act and the Exchange Act since February 27, 1995 (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "PTI SEC Documents"). As of their respective dates, the PTI SEC Documents complied in all material respects with the requirements of the Securities Act, or the Act and Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the PTI SEC Documents (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. The consolidated financial statements of Company PTI included in all the PTI SEC Documents filed since February 27are complete, 1995 (the "SEC Financial Statements") accurate and comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC), American GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes theretothereto or, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) and fairly present (subject, in accordance with generally accepted accounting principles the case of the unaudited statements, to normal, recurring audit adjustments) the consolidated financial position of Company PTI and its consolidated Subsidiaries as of at the dates thereof and the consolidated results of its their operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments)ended.

SEC Documents. The Company has timely filed all documents that the Company was required to file with the SEC all reports, schedules, forms, statements Securities and other documents required pursuant to Exchange Commission (the "SEC") under Sections 13 or 14(a) of the Securities Act and the Exchange Act of 1934, as amended (the "Exchange Act"), since February 27December 31 , 1995 1996 (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "SEC Documents"). As of their respective filing dates, or such later date on which such reports were amended, the SEC Documents complied in all material respects with the requirements of the Exchange Act or the Securities Act of 1933, as amended (the "1933 Act"), as applicable. No SEC Documents as of their respective dates, or such later date on which such reports were amended, or press release, containing information material to the Exchange Actbusiness as a whole, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents (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 made therein, in the light of the circumstances under which they were made, not misleading. The consolidated financial statements of Company included in all the SEC Documents filed since February 27, 1995 (the "SEC Financial Statements") comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared . Except as may be indicated in accordance with generally accepted accounting principles (exceptthe notes to the Financial Statements or, 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 Financial Statements have been prepared in accordance with generally accepted accounting principles consistently applied and fairly present the consolidated financial position of the Company as of and any subsidiaries at the dates thereof and the consolidated results of its their operations and consolidated cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit normal, recurring adjustments).

SEC Documents. Company Financial Statements of Limited; Undisclosed Liabilities. Limited has filed all reports, proxy statements, forms, and other documents required to be filed with the SEC all reports, schedules, forms, statements and other documents required pursuant to under the Securities Act of 1933, as amended (the "Securities Act") and the Exchange Act since February 27January 1, 1995 (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "SEC Documents"). As of their respective dates, (i) the SEC Documents complied in all material respects with the requirements of the Securities Act, 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, and (ii) none of the SEC Documents (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. The consolidated financial statements of Company Limited included in all the SEC Documents filed since February 27, 1995 (the "SEC Financial Statements") comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC), applied on a consistent basis GAAP during the periods involved (except as may be indicated in the notes thereto) and fairly present in accordance with generally accepted accounting principles GAAP the consolidated financial position of Company Limited and its consolidated subsidiaries as of the dates thereof and the consolidated results of its operations their operations, shareholders, equity and cash flows for the periods then ended (subjectand, in the case opinion of management, reflect all adjustments necessary for a fair presentation for such periods, including unaudited quarterly statements, to normal year-end audit adjustments).interim

SEC Documents. Company WCI has filed with the SEC all required reports, schedules, forms, statements statements, and other documents required pursuant to with the Securities Act and Exchange Commission ("SEC") since May 22, 1998, has filed the Exchange Act since February 27, 1995 Registration Statements and will file the Proxy Statement (collectively, and in each case including all exhibits and schedules thereto and together with later filed documents incorporated by reference thereinthat revise or supersede earlier filed documents, the "WCI SEC Documents"). As of their respective dates, the WCI SEC Documents complied or will comply in all material respects with the requirements of the Securities Act, Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such WCI SEC Documents, and none . None of the WCI SEC Documents (including any and all financial statements included therein) as of such dates 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 or are made, not misleading. The consolidated financial statements of Company WCI included in all the WCI SEC Documents filed since February 27, 1995 (the "SEC Financial Statements") complied or will comply as to form 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, have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10Regulation S-Q of X promulgated by the SEC), ) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) ), and are correct and complete and fairly present in accordance with generally accepted accounting principles the consolidated financial position of Company WCI and its consolidated subsidiaries as of the dates thereof and the consolidated results of its their operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments).. 4.7

SEC Documents. Company has filed with the SEC all reports, schedules, forms, statements and other documents required pursuant to the Securities Act and the Exchange Act since February 27, 1995 (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "SEC Documents"). As of their respective filing dates, all reports filed on or after March 9, 2004 by Parent with the Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (collectively referred to as the “SEC Documents Documents”), complied in all material respects with the requirements of the Securities Act, or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents (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 made therein, in the light of the circumstances under in which they were made, not misleading, except to the extent corrected by a document subsequently filed with the SEC. The consolidated financial statements of Company Parent, including the notes thereto, included in all the SEC Documents filed since February 27, 1995 (the "SEC “Parent Financial Statements"”) comply complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles consistently applied (exceptexcept as may be indicated in the notes thereto or, 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 presented fairly present in accordance with generally accepted accounting principles all material respects the consolidated financial position of Company as of Parent at the dates thereof and the consolidated results of its operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end and recurring audit adjustments).

SEC Documents. The Company has made available to each Purchaser, a true and complete copy of the Company's Annual Report on Form 10-KSB for the fiscal year ended May 31, 2004, the Company's Quarterly Reports on Form 10-QSB for the quarterly periods ended August 31,2004, November 30, 2004, February 28, 2005 and any other statement, report, registration statement (other than registration statements on Form S-8) or definitive proxy statement filed by the Company with the SEC during the period commencing on June 1, 2004 and ending on the date hereof. The Company will, promptly upon the filing thereof, also make available to each Purchaser, including via XXXXX and/or the Company's website, all reportsstatements, schedulesreports (including, formswithout limitation, Quarterly Reports on Form 10-QSB and Current Reports on Form 8-K), registration statements and other documents definitive proxy statements filed by the Company with the SEC during the period commencing on the date hereof and ending on the Final Closing Date (all such materials required to be furnished to each Purchaser pursuant to this sentence or pursuant to the Securities Act and the Exchange Act since February 27first sentence of this Section 3.6 being called, 1995 (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "SEC Documents"). The Company has filed all SEC Documents that the Company was required to file under the Exchange Act during the 12 months preceding the date of this Agreement. As of their respective filing dates, the SEC Documents complied or will comply in all material respects with the requirements of the Exchange Act or 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 Documentsapplicable, and none of the SEC Documents (including any and all financial statements included therein) as of such dates 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 made therein, in the light of the circumstances under which they were made, not misleading. The consolidated financial statements of Company included in all SEC Documents filed since February 27, 1995 (the "SEC Financial Statements") comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited consolidated quarterly statements, as permitted of their respective filing dates, except to the extent corrected 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 accordance with generally accepted accounting principles the consolidated financial position of Company as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments)subsequently filed SEC Document.

SEC Documents. Company Parent has filed with the SEC all required reports, schedules, forms, statements and other documents required pursuant with the SEC since January 1, 1997 (such reports, schedules, forms, statements and other documents are hereinafter referred to the Securities Act and the Exchange Act since February 27, 1995 (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, as the "Parent SEC Documents"). As of their respective dates, or if amended, as of the date of such amendment, the Parent SEC Documents complied in all material respects with the requirements of the Securities Act, Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Documents, and none of the Parent SEC Documents (including any and all financial statements included therein) as of such dates contained any untrue statement statements 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. The consolidated financial statements of Company Parent included in all the Parent SEC Documents filed since February 27, 1995 (the "SEC Financial Statements") comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles (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 otherwise be indicated in the notes thereto) and fairly present in accordance with generally accepted accounting principles the consolidated financial position of Company Parent and its consolidated Subsidiaries as of the dates thereof and the consolidated results of its their operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments).

SEC Documents. The Company has filed with the SEC all required reports, schedules, forms, statements and other documents required pursuant to with the Securities Act and the Exchange Act SEC since February 27January 1, 1995 1996 (collectivelysuch documents, and in each case including together with all exhibits and schedules thereto and documents incorporated by reference therein, collectively referred to herein as 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, 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 (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. The consolidated financial statements of the Company included in all the Company SEC Documents filed since February 27, 1995 (the "SEC Financial Statements") comply as to form complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles (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 theretothereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly present in accordance with generally accepted accounting principles the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of its their operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustmentsadjustments and other adjustments described therein). Except as set forth in the Company SEC Documents, since the date of filing of such financial statements until the date hereof there has been no Material Adverse Change with respect to the Company and its subsidiaries taken as a whole. The preliminary consolidated statements of operations for the year ended January 31, 1999 and the consolidated balance sheet at January 31, 1999 of the Company and its subsidiaries, in the form disclosed in Section 3.1(e) of the Company Disclosure Letter, are true and correct in all material respects.

SEC Documents. The Company has filed furnished to each Investor: the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 1996 and all documents that the Company was required to file, which it represents and warrants it did timely file, with the SEC all reports, schedules, forms, statements and other documents required pursuant to under Sections 13 or 14(a) of the Securities Act and the Exchange Act of 1934, as amended ("EXCHANGE ACT"), since February 27March 31, 1995 1996 (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "SEC Documents"). As of their respective filing dates, or such later date on which such reports were amended, the SEC Documents complied in all material respects with the requirements of the Securities Act, Exchange Act or the Exchange 1933 Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the applicable. The SEC Documents (including any and all financial statements included therein) as of their respective dates, or such dates contained later date on which such reports were amended, 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 made therein, in the light of the circumstances under which they were made, not misleading. The consolidated financial statements of Company included in all the SEC Documents filed since February 27, 1995 (the "SEC Financial Statements") comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared . Except as may be indicated in accordance with generally accepted accounting principles (exceptthe notes to the Financial Statements or, 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 Financial Statements have been prepared in accordance with generally accepted accounting principles consistently applied and fairly present the consolidated financial position of the Company as of and any subsidiaries at the dates thereof and the consolidated results of its their operations and consolidated cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit normal, recurring adjustments).

SEC Documents. The Company has filed furnished to each Investor the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1999, excluding exhibits, and, upon request, all documents that the Company was required to file, which it represents and warrants it did timely file, with the SEC all reports, schedules, forms, statements and other documents required pursuant to under Sections 13 or 14(a) of the Securities Act and the Exchange Act of 1934, as amended (the "Exchange Act"), since February 27December 31, 1995 1998 (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "SEC Documents"). As of their respective filing dates, or such later date on which such reports were amended, the SEC Documents complied in all material respects with the requirements of the Securities Exchange Act. The SEC Documents as of their respective dates, or the Exchange Actsuch later date on which such reports were amended, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents (including any and all financial statements included therein) as of such dates 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 made therein, in the light of the circumstances under which they were made, not misleading. The consolidated financial statements of Company included in all the SEC Documents filed since February 27, 1995 (the "SEC Financial Statements") comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared . Except as may be indicated in accordance with generally accepted accounting principles (exceptthe notes to the Financial Statements or, 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 Financial Statements have been prepared in accordance with generally accepted accounting principles consistently applied and fairly present the consolidated financial position of the Company as of and any subsidiaries at the dates thereof and the consolidated results of its their operations and consolidated cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit normal, recurring adjustments).

SEC Documents. The Company has filed with the SEC SEC, and has heretofore made available to Parent true and complete copies of, all reports, schedules, forms, statements and other documents required pursuant to be filed with the Securities Act and SEC by the Exchange Act Company since February 27December 29, 1995 1996 (collectively, and in each case including together with all exhibits and schedules thereto and documents information incorporated therein by reference thereinreference, the "SEC Documents"). No subsidiary of the Company is required to file any form, report or other document with the SEC. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act of 1933 (the "Securities Act, ") or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents (including any and all financial statements included therein) as of such dates at the time they were 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 mis- leading. Except to the extent that information contained in any SEC Document filed and publicly available prior to the date hereof (a "Filed SEC Document") has been revised or superseded by a later-filed Filed SEC Document, none of the SEC Documents contains any untrue statement of a material fact or 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. The consolidated financial statements (including the related notes) of the Company included in all the SEC Documents filed since February 27, 1995 (the "SEC Financial Statements") comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect 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 accordance with generally accepted accounting principles all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the their consolidated results of its operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal and recurring year-end audit adjustmentsadjustments and the absence of footnotes). Except as set forth in the Filed SEC Documents, the Company and its subsidiaries have no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that individually or in the aggregate are reasonably likely to have a material adverse effect on the Company.

SEC Documents. The Company has filed with the SEC Securities and Exchange ------------- Commission (the "Commission") all financial statements, reports, schedules, forms, statements and other documents required pursuant to by the Securities Act Act, and the Securities Exchange Act since February 27of 1934, 1995 as amended, (the "EXCHANGE ACT") to be filed by the Company (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "SEC DocumentsDOCUMENTS"). The Company has delivered or made available to Investor all SEC Documents. As of their respective filing dates, (or if amended, revised or superseded by a subsequent filing with the Commission, then as of the date of such subsequent filing), the SEC Documents complied in all material respects with the requirements of the Securities Act, 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, and none of the SEC Documents (including any and all financial statements included or incorporated by reference 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 are made, not misleading. The consolidated financial statements of the Company and its Subsidiaries included in all SEC Documents filed since February 27Documents, 1995 (the "SEC Financial Statements") including any amendments thereto, comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Commission with respect thereto, have been prepared in accordance with generally accepted accounting principles (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 accordance with generally accepted accounting principles the consolidated financial position of Company as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments).

SEC Documents. Company Parent has filed with the SEC all required reports, schedules, forms, statements and other documents required pursuant to with the Securities Act and SEC under the Exchange Act since February 27January 1, 1995 1998 (collectivelysuch documents, and in each case including together with all exhibits and schedules thereto and documents incorporated by reference therein, therein collectively referred to herein as the "Parent SEC Documents"). As of their respective dates, the Parent SEC Documents complied in all material respects with the requirements of the Securities Act, or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Documents, and none of the Parent SEC Documents (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. The consolidated financial statements of Company Parent included in all the Parent SEC Documents filed since February 27, 1995 (the "SEC Financial Statements") comply as to form complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect 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 theretothereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly present in accordance with generally accepted accounting principles the consolidated financial position of Company Parent and its consolidated subsidiaries as of the dates thereof and the consolidated results of its their operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustmentsadjustments and other adjustments described therein).

SEC Documents. Company has filed all required reports, schedules, ------------- forms, statements and other documents with the SEC all Securities and Exchange Commission (the "SEC") since January 1, 1996 (such reports, schedules, forms, statements and other documents required pursuant are hereinafter referred to the Securities Act and the Exchange Act since February 27, 1995 (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, as the "SEC Documents"). As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents (including any and all financial statements included therein) as of such dates contained any untrue statement statements 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. The consolidated financial statements of Company included in all the SEC Documents filed since February 27, 1995 (the "SEC Financial Statements") comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect theretothereto as in effect at the time of filing the respective SEC Documents, have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC), Q) applied on a consistent basis during the periods involved (except as may otherwise be indicated in the notes thereto) and fairly present in accordance with generally accepted accounting principles the consolidated financial position of Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of its their operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments).

SEC Documents. Company Parent has filed with the SEC all required reports, schedules, forms, statements and other documents required pursuant to with the Securities Act and the Exchange Act SEC since February 27October 1, 1995 1994 (collectivelysuch documents, and in each case including together with all exhibits and schedules thereto and documents incorporated by reference therein, collectively referred to herein as the "Parent SEC Documents"). As of their respective dates, the Parent SEC Documents complied in all material respects with the requirements of the Securities Act, Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Documents, and none of the Parent SEC Documents (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. The consolidated financial statements of Company Parent included in all the Parent SEC Documents filed since February 27, 1995 (the "SEC Financial Statements") comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles (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 accordance with generally accepted accounting principles the consolidated financial position of Company Parent and its consolidated subsidiaries as of the dates thereof and the consolidated results of its their operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustmentsadjustments and other adjustments described therein).

SEC Documents. The Company has filed with the SEC all required reports, schedules, forms, statements and other documents required pursuant with the SEC since March 7, 1994, including any and all such reports, schedules, forms, statements and other documents filed with the SEC in connection with the distribution of shares of Company Common Stock to the Securities Act and the Exchange Act since February 27shareholders of Galveston-Houston Company (such documents, 1995 (collectively, and in each case including together with all exhibits and schedules thereto and documents incorporated by reference therein, collectively referred to herein as the "SEC Documents"). As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents (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. The consolidated financial statements of the Company included in all the SEC Documents filed since February 27, 1995 (the "SEC Financial Statements") comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles (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 accordance with generally accepted accounting principles the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of its their operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustmentsadjustments and other adjustments described therein).

SEC Documents. Company CFW has filed with the SEC all required reports, schedules, forms, ------------- statements and other documents required pursuant to with the Securities Act and the Exchange Act SEC since February 27December 31, 1995 1999 (collectivelysuch documents, and in each case including together with all exhibits and schedules thereto and documents incorporated by reference therein, therein collectively referred to herein as the "CFW --- SEC Documents"). As of their respective dates, the CFW SEC Documents complied ------------- in all material respects with the requirements of the Securities Act, Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such CFW SEC Documents, and none of the CFW SEC Documents (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. The consolidated financial statements of Company CFW included in all the CFW SEC Documents filed since February 27, 1995 (the "SEC Financial Statements") comply as to form complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect 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 theretothereto or, in the case of unaudited statements, as permitted by Rule 10- 01 of Regulation S-X of the SEC) and fairly present in accordance with generally accepted accounting principles the consolidated financial position of Company CFW and its consolidated subsidiaries as of the dates thereof and the consolidated results of its their operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustmentsadjustments and other adjustments described therein). Except as set forth in the CFW SEC Documents, since the date of filing of such financial statements there has been no Material Adverse Change with respect to CFW and its subsidiaries taken as a whole.

SEC Documents. (i) Company has filed with the SEC all required reports, schedules, forms, statements and other documents required pursuant to with the Securities Act and Exchange Commission (the Exchange Act "SEC") since February 27January 1, 1995 1994 (collectivelysuch reports, schedules, forms, statements and in each case including all exhibits and schedules thereto and other documents incorporated by reference therein, are hereinafter referred to as the "SEC Documents"). As ; (ii) as of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents (including any and all financial statements included therein) as of such dates contained any untrue statement statements 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. The ; and (iii) the consolidated financial statements of Company included in all the SEC Documents filed since February 27, 1995 (the "SEC Financial Statements") comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles (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 otherwise be indicated in the notes thereto) and fairly present in accordance with generally accepted accounting principles the consolidated financial position of Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of its their operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments).