Common use of SEC Filings; Company Financial Statements Clause in Contracts

SEC Filings; Company Financial Statements. (a) The Company has filed all forms, reports, schedules, statements and other documents required to be filed by the Company with the SEC since January 1, 2003 under the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act") and has made available to Purchaser such forms, reports and documents in the form filed with the SEC. All such required forms, reports and documents (including those that the Company may file subsequent to the date hereof) are referred to herein as the "Company SEC Reports." At the time when filed (or if amended or superseded by a subsequent filing prior to the date hereof then on the date of such later filing), the Company SEC Reports (i) as amended to date complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations of the SEC thereunder applicable to such Company SEC Reports and (ii) did not at the time they were filed contain any untrue statement of a material fact or omit to state a material fact or disclose any matter or proceeding 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. Between the date of this Agreement and the Closing Date, the Company will timely file with the SEC all documents required to be filed by it under the Exchange Act.

SEC Filings; Company Financial Statements. (a) The Company has filed all forms, reports, schedules, statements reports and other documents required to be filed by the Company with the SEC since January 1, 2003 under the Exchange Act or effective date of the Securities Act of 1933, as amended registration statement (the "Securities ActCOMPANY INITIAL REGISTRATION STATEMENT") of Company's initial public offering and has made available to Purchaser Parent such forms, reports and documents in the form filed with the SEC. All such required forms, reports and documents (including those that the Company may file subsequent to the date hereof) and the Company Initial Registration Statement are referred to herein as the "Company COMPANY SEC ReportsREPORTS." At the time when filed (or if amended or superseded by a subsequent filing prior to the date hereof then on the date As of such later filing)their respective dates, the Company SEC Reports (i) as amended to date complied were prepared in all material respects accordance with the requirements of the Securities Act of 1933, as amended (the "SECURITIES ACT"), or the Exchange Act, as the case may be, the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations of the SEC thereunder applicable to such Company SEC Reports and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact or disclose any matter or proceeding 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. Between , except to the extent corrected prior to the date of this Agreement and the Closing Dateby a subsequently filed Company SEC Report. None of Company's subsidiaries is required to file any forms, the Company will timely file reports or other documents with the SEC all documents required to be filed by it under the Exchange ActSEC.

SEC Filings; Company Financial Statements. (a) The SEC Filings Generally. Company has filed all forms, reports, schedules, statements reports and other --------------------- documents required to be filed by the Company with the SEC since January 1, 2003 under the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act") 1997 and has made available to Purchaser Parent such forms, reports and documents in the form filed with the SEC. All such required forms, reports and documents (including those that the Company may file subsequent to the date hereof) are referred to herein as the "Company SEC Reports." At the time when filed (or if amended or superseded by a subsequent filing prior to the date hereof then on the date As of such later filing)their respective dates, the Company SEC Reports (i) as amended to date complied were prepared in all material respects accordance with the requirements of the Securities Act or the Exchange Act, as the case may be, the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations of the SEC thereunder applicable to such Company SEC Reports and (ii) did not at the time they were filed contain any untrue statement of a material fact or omit to state a material fact or disclose any matter or proceeding 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. Between Taken as a whole, the Company SEC Reports do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except to the extent corrected prior to the date of this Agreement and the Closing Dateby a subsequently filed Company SEC Report. None of Company's subsidiaries is required to file any forms, the Company will timely file reports or other documents with the SEC all documents required to be SEC. All material agreements filed by it under Company as exhibits to Company SEC Reports were executed by all parties thereto and such agreements as displayed on the Exchange ActWorld Wide Web via the XXXXX Service conform to the agreements as so executed.

SEC Filings; Company Financial Statements. (a) The Company has filed all forms, reportsstatements, schedules, statements reports and other documents (including items incorporated by reference) required to be filed by the Company with the SEC since January 1, 2003 under the Exchange Act or effective date of the Securities Act registration statement of 1933, as amended (the "Securities Act") Company’s initial public offering and has made available to Purchaser such forms, reports and documents in the form filed Parent via XXXXX Company’s filings with the SEC. All such required forms, statements, schedules, reports and documents (including those that the Company may file subsequent to the date hereof) are referred to herein as the "“Company SEC Reports." At the time when filed (or if amended or superseded by a subsequent filing prior to the date hereof then on the date ” As of such later filing)their respective dates, the Company SEC Reports (i) as amended to date were prepared in accordance and 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, the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations of the SEC thereunder applicable to such Company SEC Reports and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact or disclose any matter or proceeding 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. Between , except to the extent corrected prior to the date of this Agreement and the Closing Dateby a subsequently filed Company SEC Report. None of Company’s subsidiaries is required to file any forms, the Company will timely file reports or other documents with the SEC all documents required to be filed by it under the Exchange ActSEC.

SEC Filings; Company Financial Statements. (a) The Company has filed all forms, reports, schedules, statements and other documents required to be filed by the Company with the SEC since January May 1, 2003 2000 under the Exchange Act or the Securities Act of 1933, as amended (the "“Securities Act"”) and has made available to Purchaser such forms, reports and documents in the form filed with the SEC. All such required forms, reports and documents (including those that the Company may file subsequent to the date hereof) are referred to herein as the "“Company SEC Reports." At ” As of their respective dates, except as disclosed in Section 2.7(a) of the time when filed (or if amended or superseded by a subsequent filing prior to the date hereof then on the date of such later filing)Company Disclosure Schedule, the Company SEC Reports (i) as amended to date complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations of the SEC thereunder applicable to such Company SEC Reports and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact or disclose any matter or proceeding 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. Between the date of this Agreement and the Closing Date, the Company will timely file with the SEC all documents required to be filed by it under the Exchange Act.

SEC Filings; Company Financial Statements. (a) The Company has filed all forms, reports, schedules, statements and other documents required to be filed by the Company with the SEC since January 1, 2003 under the Exchange Act or the Securities Act of 1933, as amended (the "“Securities Act"”) and has made available to Purchaser such forms, reports and documents in the form filed with the SEC. All such required forms, reports and documents (including those that the Company may file subsequent to the date hereof) are referred to herein as the "“Company SEC Reports." ” At the time when filed (or if amended or superseded by a subsequent filing prior to the date hereof then on the date of such later filing), the Company SEC Reports (i) as amended to date complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations of the SEC thereunder applicable to such Company SEC Reports and (ii) did not at the time they were filed contain any untrue statement of a material fact or omit to state a material fact or disclose any matter or proceeding 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. Between the date of this Agreement and the Closing Date, the Company will timely file with the SEC all documents required to be filed by it under the Exchange Act.

SEC Filings; Company Financial Statements. (a) The Company has filed all forms, reports, schedules, statements reports and other documents required to be filed with the SEC since January 1, 1999 and has made available to Parent, in the form filed with the SEC, (i) its Annual Reports on Form 10-K for the fiscal years ended May 31, 2001, 2002, and 2003, (ii) its Quarterly Report on Form 10-Q for the period ended August 31, 2003, (iii) all proxy statements relating to the Company's meetings of stockholders (whether annual or special) held since January 1, 2000, (iv) all information statements relating to stockholder actions since January 1, 2000, (v) all other reports or registration statements filed by the Company with the SEC since January 1, 2003 under 2000, and (vi) all amendments and supplements to all such reports, proxy statements, information statements, and registration statements filed by the Exchange Act or Company with the Securities Act of 1933, as amended (SEC; and the "Securities Act") and has made Company will make available to Purchaser such forms, reports and documents Parent in the form filed with the SEC, as soon as practicable, its Quarterly Report on Form 10-Q for the period ended November 30, 2003. All such required forms, reports and documents (including those that enumerated in clauses (i) through (vi) of the Company may file subsequent to preceding sentence and the date hereofCompany's November 30, 2003 Form 10-Q, when filed) are referred to herein as the "Company SEC Reports." At the time when filed (or if amended or superseded by a subsequent filing prior to the date hereof then on the date As of such later filing)their respective dates, the Company SEC Reports (i) as amended to date complied were prepared in all material respects accordance with the requirements of the Securities Act Act, or the Exchange Act, as the case may be, the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations of the SEC thereunder applicable to such Company SEC Reports Reports, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact or disclose any matter or proceeding 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. Between None of the date of this Agreement and the Closing DateCompany's subsidiaries is required to file any forms, the Company will timely file reports or other documents with the SEC all documents required to be filed by it under the Exchange ActSEC.

SEC Filings; Company Financial Statements. (a) The Company has filed or made available to Parent, all forms, reports, schedules, statements reports and other documents required to be filed by the Company with the SEC since January 1, 2003 under the Exchange Act or effective date of the Securities Act registration statement of 1933, as amended (the "Securities Act") and has made available to Purchaser such forms, reports and documents in the form filed with the SECCompany's initial public offering. All such required forms, reports and documents (including those that the Company may file subsequent to the date hereof) are referred to herein as the "Company SEC Reports." At the time when filed (or if amended or superseded by a subsequent filing prior to the date hereof then on the date As of such later filing)their respective dates, the Company SEC Reports (i) as amended to date complied were prepared in all material respects accordance with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations of the SEC thereunder applicable to such Company SEC Reports and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or disclose 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 prior to the date of this Agreement by a subsequently filed Company SEC Report. As of the date of this Agreement, the Company SEC Reports, taken as a whole, together with any matter press release disseminated between the date of the most recent Company SEC Report and the date of this Agreement, do not contain any untrue statement of a material fact or proceeding 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. Between the date None of this Agreement and the Closing DateCompany's subsidiaries is required to file any forms, the Company will timely file reports or other documents with the SEC all documents required to be filed by it under the Exchange ActSEC.

SEC Filings; Company Financial Statements. (a) The Since January 1, 2004, the Company has filed all forms, reports, schedules, statements reports and other documents required to be filed by the Company with the SEC since January 1and (if and to the extent such forms, 2003 under the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act"reports and documents are not available on XXXXX) and has made available to Purchaser Parent such forms, reports and documents in the form filed with the SEC. All such required forms, reports and documents (including those that the Company may file subsequent to the date hereof) are referred to herein as the "“Company SEC Reports." At the time when filed (or if amended or superseded by a subsequent filing prior to the date hereof then on the date ” As of such later filing)their respective dates, the Company SEC Reports (i) as amended to date complied were prepared in all material respects accordance with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, as the case may be, the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations of the SEC thereunder applicable to such Company SEC Reports and (ii) did not at the time they were filed (or if subsequently amended or superseded by a filing prior to the date of this Agreement, then on the date of such subsequent filing) contain any untrue statement of a material fact or omit to state a material fact or disclose any matter or proceeding 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. Between the date None of this Agreement and the Closing DateCompany’s subsidiaries is required to file any forms, the Company will timely file reports or other documents with the SEC all documents required to be filed by it under the Exchange ActSEC.

SEC Filings; Company Financial Statements. (a) The Company Buyer has filed all forms, reports, schedules, statements reports and other documents required to be filed by the Company with the SEC Securities and Exchange Commission (the “SEC”) since January 1, 2003 the initial filing date of the registration for the Company's Shares on Form 10-SB under the Securities Exchange Act or the Securities Act of 1933, as amended (the "Securities Act") and has made available to Purchaser such forms, reports and documents in the form filed with the SEC1934. All such required forms, reports and documents (including those that the Company Buyer may file subsequent to the date hereof) are referred to herein as the "Company “Buyer’s SEC Reports." At the time when filed (or if amended or superseded by a subsequent filing prior to the date hereof then on the date ” As of such later filing)their respective dates, the Company Buyer’s SEC Reports (i) as amended to date complied were prepared in all material respects accordance with the requirements of the Securities Act or the Exchange Act, as the case may be, the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations of the SEC thereunder applicable to such Company Buyer’s SEC Reports Reports, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact or disclose any matter or proceeding 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. Between Each of the financial statements (including, in each case, any related notes thereto) contained in the Buyer’s SEC Reports (the “Buyer’s Financials”), including any Buyer’s SEC Reports filed after the date hereof until the Closing, as of this Agreement and the Closing Datetheir respective dates, the Company will timely file (i) complied as to form in all material respects with the published rules and regulations of the SEC all documents required to with respect thereto, (ii) was prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be filed indicated in the notes thereto or, in the case of unaudited interim financial statements, as may be permitted by it the SEC on Form 10-QSB under the Exchange Act) and (iii) fairly presented the financial position of the Buyer at the respective dates thereof and the results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not, or are not expected to be, material in amount. The balance sheet of the Buyer as of June 30, 2007 is hereinafter referred to as the “Buyer’s Balance Sheet.” Except as disclosed in the Buyer’s Financials, the Buyer has no liabilities (absolute, accrued, contingent or otherwise) of a nature required to be disclosed on a balance sheet or in the related notes to the financial statements prepared in accordance with GAAP which are, individually or in the aggregate, material to the business, results of operations or financial condition of the Buyer, except liabilities (i) provided for in the Buyer’s Balance Sheet, or (ii) incurred since the date of the Buyer’s Balance Sheet in the Ordinary Course of Business consistent with past practices and which would not reasonably be expected to have a Material Adverse Effect. The Buyer has heretofore made available to Sellers complete and correct copies of any amendments or modifications to the Buyer’s SEC Reports, if any, which have not yet been filed with the SEC but which will be required to be filed, to agreements, documents or other instruments which previously had been filed by the Buyer with the SEC pursuant to the Securities Act or the Exchange Act. The Buyer has on file with the Securities and Exchange Commission a Registration Statement filed on Form SB-2 which has become effective.

SEC Filings; Company Financial Statements. (a) The Company has filed all forms, reports, schedules, statements reports and other documents required to be filed by the Company with the SEC since January 1July 2, 2003 under the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act") and has made available to Purchaser such forms, reports and documents in the form filed with the SEC1997. All such required forms, reports and documents (including those that the Company may file subsequent to the date hereof) are referred to herein as the "Company SEC Reports." At the time when filed (or if amended or superseded by a subsequent filing prior to the date hereof then on the date As of such later filing)their respective dates, the Company SEC Reports (i) as amended to date complied were prepared in all material respects accordance with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations of the SEC thereunder applicable to such Company SEC Reports and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact or disclose any matter or proceeding 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. Between None of Company's subsidiaries is required to file any forms, reports or other documents with the SEC. (b) Each of the financial statements (including, in each case, any related notes thereto) contained in the Company SEC Reports (the "Company Financials"), including each Company SEC Reports filed after the date hereof until the Closing, (i) complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, (ii) was prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as may be permitted by the SEC on Form 10-Q under the Exchange Act) and (iii) fairly presented the financial position of Company and its subsidiaries as at the respective dates thereof and the results of Company's operations and cash flows for the periods indicated, except that the unaudited interim financial statements may not contain footnotes and were or are subject to normal and recurring year-end adjustments. The unaudited balance sheet of Company contained in the Company Disclosure Letter as of November 30, 1998 is hereinafter referred to as the "Company Balance Sheet." Company has no material obligations or liabilities of any nature (matured or unmatured, fixed or contingent) other than (i) those set forth or adequately provided for in the Company Balance Sheet, (ii) those not required under GAAP to be set forth in the Company Balance Sheet, (iii) those incurred in the ordinary course of business since the date of the Company Balance Sheet and consistent with past practice and (iv) those incurred in connection with the execution and delivery of this Agreement and Agreement. (c) Section 2.5(c) of the Company Disclosure Letter contains an itemized calculation of Company's Net Cash position as of November 30, 1998 (as updated through the Closing Date, "Net Cash"). Net Cash is calculated by subtracting from Company's cash balances (as shown on the Company will timely file Balance Sheet) all restricted cash, current liabilities and other such liabilities as set forth in the Section 2.5(c) of the Company Disclosure Letter. Except as set forth on Section 2.5(c) of the Company Disclosure Letter, to Company's reasonable knowledge, there are no actual or potential obligations by Company to pay any cash to any third party. (d) Company has heretofore furnished to Parent a complete and correct copy of any amendments or modifications, which have not yet been filed with the SEC all documents but which will be required to be filed, to agreements, documents or other instruments which previously had been filed by it under Company with the SEC pursuant to the Securities Act or the Exchange Act.. 2.6

SEC Filings; Company Financial Statements. (a) The Company has filed all forms, reports, schedules, statements and other documents required to be filed by the Company with the SEC since January October 1, 2003 1999 under the Exchange Act or the Securities Act of 1933, as amended (the "“Securities Act"”) and has made available to Purchaser such forms, reports and documents in the form filed with the SEC. All such required forms, reports and documents (including those that the Company may file subsequent to the date hereof) are referred to herein as the "“Company SEC Reports." At the time when filed (or if amended or superseded by a subsequent filing prior to the date hereof then on the date ” As of such later filing)their respective dates, the Company SEC Reports (i) as amended to date complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, the XxxxxxxxSxxxxxxx-Xxxxx Act of 2002 and the rules and regulations of the SEC thereunder applicable to such Company SEC Reports and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact or disclose any matter or proceeding 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. Between the date of this Agreement and the Closing Date, the Company will timely file with the SEC all documents required to be filed by it under the Exchange Act.

SEC Filings; Company Financial Statements. (a) The Company has filed with the Securities and Exchange Commission (the “SEC”) all forms, reports, schedules, statements statements, exhibits and other documents required to be filed by the Company with the SEC since January 1, 2003 under the Exchange Act or the Securities Act of 1933, as amended (the "“Securities Act"”) and has made available to Purchaser such forms(collectively, reports and documents in the form filed with the SEC. All such required forms, reports and documents (including those that the Company may file subsequent to the date hereof) are referred to herein as the "“Company SEC Reports." At the time when filed (or ”). As of its filing date or, if amended or superseded by a subsequent filing prior to the date hereof then on amended, as of the date of the last such later filing)amendment, the each Company SEC Reports (i) as amended to date Report fully complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act or the Exchange Act, as the case may be, the Xxxxxxxx-Xxxxx Act of 2002 and the applicable rules and regulations of the SEC thereunder applicable to thereunder. As of its filing date or, if amended, as of the date of the last such amendment, each Company SEC Reports and (ii) Report filed pursuant to the Exchange Act did not at the time they were filed contain any untrue statement of a material fact or omit to state a any material fact or disclose any matter or proceeding 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. Between All of the date of this Agreement audited consolidated financial statements and the Closing Date, unaudited interim financial statements included in the Company will timely file SEC Reports (i) have been prepared from, are in accordance with and accurately reflect the books and records of the Company, (ii) fully comply with the applicable accounting requirements and with the published rules and regulations of the SEC all documents required to with respect thereto, (iii) were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be filed by it indicated in the notes thereto and except, in the case of the unaudited interim statements, as may be permitted under Form 10-Q of the Exchange Act) and (iv) fairly present in all material respects the consolidated financial position and the consolidated results of operations and cash flows (subject, in the case of unaudited interim financial statements, to normal year-end adjustments, none of which are material) of the Company as of the times and for the periods referred to therein.

SEC Filings; Company Financial Statements. (a) The Company has filed all forms, reports, schedules, statements and other documents required to be filed by the Company with the SEC since January 1December 31, 2003 2004 under the Exchange Act or the Securities Act of 1933, as amended (the "Securities ActSECURITIES ACT") and has made available to Purchaser such forms, reports and documents in the form filed with the SEC). All such required forms, reports and documents (including those that the Company may file subsequent to the date hereof) are referred to herein as the "Company COMPANY SEC ReportsREPORTS." At the time when filed (or if amended or superseded by a subsequent filing prior to the date hereof then on the date of such later filing), the Company SEC Reports (i) as amended to date complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, the XxxxxxxxSarbanes-Xxxxx Oxley Act of 2002 and the rules and regulations of the SEC thereunder SEX xxxxxxxxxx applicable to such Company SEC Reports and (ii) did not at the time they were filed contain any untrue statement of a material fact or omit to state a material fact or disclose any matter or proceeding 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. Between the date of this Agreement and the Closing Date, the Company will timely file with the SEC all documents required to be filed by it under the Exchange Act.

SEC Filings; Company Financial Statements. (a) The Company has filed all forms, reports, schedules, statements and other documents required to be filed by the Company with the SEC since January September 1, 2003 2004 under the Exchange Act or the Securities Act of 1933, as amended (the "“Securities Act") and has made available to Purchaser such forms, reports and documents in the form filed with the SEC”). All such required forms, reports and documents (including those that the Company may file subsequent to the date hereof) are referred to herein as the "“Company SEC Reports." ” At the time when filed (or if amended or superseded by a subsequent filing prior to the date hereof then on the date of such later filing), the Company SEC Reports (i) as amended to date complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations of the SEC thereunder applicable to such Company SEC Reports and (ii) did not at the time they were filed contain any untrue statement of a material fact or omit to state a material fact or disclose any matter or proceeding 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. Between the date of this Agreement and the Closing Date, the Company will timely file with the SEC all documents required to be filed by it under the Exchange Act, which documents will comply in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations of the SEC thereunder applicable to such Company SEC Reports and such documents will not, at the time they are filed, contain any untrue statement of a material fact or 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.

SEC Filings; Company Financial Statements. (a) The Company has filed all forms, reports, schedules, statements reports and other documents required to be filed with the SEC since January 1, 1999 and has made available to Parent, in the form filed with the SEC, (i) its Annual Report on Form 10-K for the fiscal years ended December 31, 1999, 2000 and 2001, (ii) its Quarterly Reports on Form 10-Q for the periods ended March 31 and June 30, 2002, (iii) all proxy statements relating to the Company's meetings of stockholders (whether annual or special) held since January 1, 2000, (iv) all other reports or registration statements filed by the Company with the SEC since January 1, 2003 under 1999, and (v) all amendments and supplements to all such reports, proxy statements and registration statements filed by the Exchange Act or Company with the SEC; and the Company will make available to Parent in the form filed with the SEC, as soon as practicable, its Quarterly Report on Form 10-Q for the period ended September 30, 2002. All such required forms, reports and documents (including those enumerated in clauses (i) through (v) of the preceding sentence and the Company's September 30, 2002 Form 10-Q, when filed) are referred to herein as the "Company SEC Reports." As of their respective dates, the Company SEC Reports (i) were prepared in accordance with the requirements of the Securities Act of 1933, as amended (the "Securities Act") and has made available to Purchaser such forms, reports and documents in the form filed with the SEC. All such required forms, reports and documents (including those that the Company may file subsequent to the date hereof) are referred to herein as the "Company SEC Reports." At the time when filed (or if amended or superseded by a subsequent filing prior to the date hereof then on the date of such later filing), the Company SEC Reports (i) as amended to date complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations of the SEC thereunder applicable to such Company SEC Reports Reports, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact or disclose any matter or proceeding 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. Between None of the date of this Agreement and the Closing DateCompany's subsidiaries is required to file any forms, the Company will timely file reports or other documents with the SEC all documents required to be filed by it under the Exchange ActSEC.

SEC Filings; Company Financial Statements. (a) The Company has filed all forms, reports, schedules, statements reports and other documents required to be filed by the Company with the SEC since January 1, 2003 under the Securities and Exchange Act or the Securities Act of 1933, as amended Commission (the "Securities ActSEC") since the effective date of the registration statement of the Company's initial public offering (the "COMPANY INITIAL REGISTRATION STATEMENT"), and has made available to Purchaser i2 such forms, reports and documents in the form filed with the SEC. All such required forms, reports and documents (including those that the Company may file subsequent to the date hereof) and the Company Initial Registration Statement are referred to herein as the "Company COMPANY SEC ReportsREPORTS." At the time when filed (or if amended or superseded by a subsequent filing prior to the date hereof then on the date As of such later filing)their respective dates, the Company SEC Reports (i) as amended to date complied were prepared in all material respects accordance with the requirements of the Securities 1933 Act or the Securities Exchange ActAct of 1934, as amended (the "1934 ACT"), as the case may be, the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations of the SEC thereunder applicable to such Company SEC Reports Reports, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact or disclose any matter or proceeding 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. Between , except to the extent corrected prior to the date of this Agreement and by a subsequently filed Company SEC Report. None of the Closing DateCompany's subsidiaries is required to file any forms, the Company will timely file reports or other documents with the SEC all documents required to be filed by it under the Exchange ActSEC.

SEC Filings; Company Financial Statements. (a) The Company has filed all forms, reports, schedules, statements reports and other documents required to be filed by the Company with the SEC since January 1, 2003 under the Exchange Act or effective date of the Securities Act of 1933, as amended (registration statement for the "Securities Act") Company's initial public offering and has made available to Purchaser Parent such forms, reports and documents in the form filed with the SEC. All such required forms, reports and documents (including those that the Company may file subsequent to the date hereof) ), as such forms, reports and documents have been amended since the time of their filing, are referred to herein as the "Company COMPANY SEC ReportsREPORTS." At the time when filed (As of their respective dates, or if amended or superseded by a subsequent filing prior to the date hereof then on as of the date of the last such later filing)amendment, the Company SEC Reports (i) as amended to date complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, the Xxxxxxxx-Xxxxx Act of 2002 and the applicable rules and regulations of the SEC thereunder applicable to such Company SEC Reports and (ii) did not at the time they were filed, or if amended, as of the date of the last such amendment, or, if filed after the date hereof, will not at the time they are filed contain any untrue statement of a material fact or omit to state a material fact or disclose any matter or proceeding 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. Between None of the date of this Agreement and the Closing DateCompany's subsidiaries is required to file any forms, the Company will timely file reports or other documents with the SEC all documents required to be filed by it under the Exchange Actor similar regulatory body.

SEC Filings; Company Financial Statements. (a) The Company has filed all forms, reports, schedules, statements reports and other documents required to be filed by the Company with the SEC since January 1, 2003 under the Securities and Exchange Act or the Securities Act of 1933, as amended Commission (the "Securities ActSEC") since the effective date of the Registration Statement of the Company's initial public offering (the "COMPANY INITIAL REGISTRATION STATEMENT"), and has made available to Purchaser UHC such forms, reports and documents in the form filed with the SEC. All such required forms, reports and documents (including those that the Company may file subsequent to the date hereof) and the Company Initial Registration Statement are referred to herein as the "Company COMPANY SEC ReportsREPORTS." At the time when filed (or if amended or superseded by a subsequent filing prior to the date hereof then on the date As of such later filing)their respective dates, the Company SEC Reports (i) as amended to date complied were prepared in all material respects accordance with the requirements of the Securities 1933 Act or the Securities Exchange ActAct of 1934, as amended (the "1934 ACT"), as the case may be, the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations of the SEC thereunder applicable to such Company SEC Reports Reports, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact or disclose any matter or proceeding 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. Between , except to the extent corrected prior to the date of this Agreement and by a subsequently filed Company SEC Report. None of the Closing DateCompany's subsidiaries is required to file any forms, the Company will timely file reports or other documents with the SEC all documents required to be filed by it under the Exchange ActSEC.

SEC Filings; Company Financial Statements. (a) The Company has filed all forms, reports, schedules, statements and other documents required to be filed by the Company with the SEC since January 1, 2003 under the Exchange Act or the Securities Act of 1933, as amended (the "Securities ActSECURITIES ACT") and has made available to Purchaser such forms, reports and documents in the form filed with the SEC. All such required forms, reports and documents (including those that the Company may file subsequent to the date hereof) are referred to herein as the "Company COMPANY SEC ReportsREPORTS." At the time when filed (or if amended or superseded by a subsequent filing prior to the date hereof then on the date of such later filing), the Company SEC Reports (i) as amended to date complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, the XxxxxxxxSarbanes-Xxxxx Oxley Act of 2002 and the rules and regulations of the SEC thereunder SXX xxxxxxxxxx applicable to such Company SEC Reports and (ii) did not at the time they were filed contain any untrue statement of a material fact or omit to state a material fact or disclose any matter or proceeding 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. Between the date of this Agreement and the Closing Date, the Company will timely file with the SEC all documents required to be filed by it under the Exchange Act.

SEC Filings; Company Financial Statements. (a) The Company has timely filed all forms, reports, schedules, statements and other documents required to be filed by the Company with the SEC since January 1December 31, 2003 under the Exchange Act or the Securities Act of 1933Act, as amended (the "Securities Act") and has made available to Purchaser true and complete copies of such forms, reports and documents in the form filed with the SEC. All such required forms, reports and documents (including those that the Company may file subsequent to the date hereof) are referred to herein as the "Company COMPANY SEC ReportsREPORTS." At the time when filed (or if amended or superseded by a subsequent filing prior to the date hereof then on the date of such later filing), the Company SEC Reports (i) as amended to date complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, the XxxxxxxxSarbanes-Xxxxx Oxley Act of 2002 and the rules and regulations of the SEC thereunder SEX xxxxxxxxxx applicable to such Company SEC Reports and (ii) did not at the time they were filed contain any untrue statement of a material fact or omit to state a material fact or disclose any matter or proceeding 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. There are no outstanding comments from, or, to the Company's knowledge, unresolved issues raised by, the SEC with respect to the Company SEC Reports. To the Company's knowledge, none of the Company SEC Reports is currently being reviewed by the SEC, and the Company has not received any correspondence or indication in writing from the SEC that it, or any transaction or transactions entered into by the Company or any of its subsidiaries, is being investigated either formally or informally by the SEC. Between the date of this Agreement and the Closing Date, the Company will timely file with the SEC all documents required to be filed by it under the Exchange Act. None of the Company's subsidiaries has filed, or is obligated to file, any report, registration statement or other filing with the SEC.

SEC Filings; Company Financial Statements. (a) The Except as set forth in Section 3.7(a) of the Company has Disclosure Letter, the Company and each Company Subsidiary have filed all forms, reports, schedules, statements and other documents required to be filed with the SEC by the Company with the SEC or such Company Subsidiary since January April 1, 2003 under the Exchange Act or the Securities Act of 19332000 (such documents, as amended (the "Securities Act") supplemented and has made available to Purchaser such formsamended, reports and documents in the form filed with the SEC. All such required forms, reports and documents (including those that the Company may file subsequent to the date hereof) are referred to herein as the "Company SEC Reports." At the time when filed (or if amended or superseded by a subsequent filing prior to the date hereof then on the date of such later filing"), the Company SEC Reports (i) as amended to date each of which has complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated thereunder and the Exchange Act and the rules and regulations promulgated thereunder, each as in effect on the date so filed (and, in the case of registration statements and proxy statements, on the SEC thereunder applicable to such dates of effectiveness and the dates of mailing, respectively, and in the case of any Company SEC Reports amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing). Except as set forth in Section 3.7(a) of the Company Disclosure Letter, none of the Company SEC Reports (including any financial statements or schedules included or incorporated by reference therein) contained when filed (and, in the case of registration statements and (iiproxy statements, on the dates of effectiveness and the dates of mailing, respectively, and in the case of any Company SEC Reports amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing) did not at the time they were filed contain any untrue statement of a material fact or omit omitted to state a material fact or disclose any matter or proceeding required to be stated therein (or incorporated by reference therein) or necessary in order to make the statements therein (or incorporated by reference therein), in the light of the circumstances under which they were made, not misleading. Between Except as set forth in Section 3.7(a) of the date Company Disclosure Letter, the principal executive officer of this Agreement the Company and the Closing Date, principal financial officer of the Company will timely file with (and each former principal executive officer of the Company and each former principal financial officer of the Company, as applicable) have made the certifications required by Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 (the "Xxxxxxxx-Xxxxx Act"), and the rules and regulations of the SEC all documents required promulgated thereunder with respect to be filed by it under the Company's filings pursuant to the Exchange Act. For purposes of the preceding sentence, "principal executive officer" and "principal financial officer" shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act.

SEC Filings; Company Financial Statements. (a) The Company has timely filed all forms, reports, schedules, statements and other documents required to be filed by the Company with the SEC since January 1December 31, 2003 under the Exchange Act or the Securities Act of 1933Act, as amended (the "Securities Act") and has made available to Purchaser true and complete copies of such forms, reports and documents in the form filed with the SEC. All such required forms, reports and documents (including those that the Company may file subsequent to the date hereof) are referred to herein as the "Company COMPANY SEC ReportsREPORTS." At the time when filed (or if amended or superseded by a subsequent filing prior to the date hereof then on the date of such later filing), the Company SEC Reports (i) as amended to date complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, the XxxxxxxxSarbanes-Xxxxx Oxley Act of 2002 and the rules and regulations of the SEC thereunder applicable thexxxxxxx xxxxxxable to such Company SEC Reports and (ii) did not at the time they were filed contain any untrue statement of a material fact or omit to state a material fact or disclose any matter or proceeding 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. There are no outstanding comments from, or, to the Company's knowledge, unresolved issues raised by, the SEC with respect to the Company SEC Reports. To the Company's knowledge, none of the Company SEC Reports is currently being reviewed by the SEC, and the Company has not received any correspondence or indication in writing from the SEC that it, or any transaction or transactions entered into by the Company or any of its subsidiaries, is being investigated either formally or informally by the SEC. Between the date of this Agreement and the Closing Date, the Company will timely file with the SEC all documents required to be filed by it under the Exchange Act. None of the Company's subsidiaries has filed, or is obligated to file, any report, registration statement or other filing with the SEC.

SEC Filings; Company Financial Statements. (a) The Since January 1, 2004, the Company has filed all forms, reports, schedules, statements reports and other documents required to be filed by the Company with the SEC since January 1and (if and to the extent such forms, 2003 under the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act"reports and documents are not available on EXXXX) and has made available to Purchaser Parent such forms, reports and documents in the form filed with the SEC. All such required forms, reports and documents (including those that the Company may file subsequent to the date hereof) are referred to herein as the "“Company SEC Reports." At the time when filed (or if amended or superseded by a subsequent filing prior to the date hereof then on the date ” As of such later filing)their respective dates, the Company SEC Reports (i) as amended to date complied were prepared in all material respects accordance with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, as the case may be, the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations of the SEC thereunder applicable to such Company SEC Reports and (ii) did not at the time they were filed (or if subsequently amended or superseded by a filing prior to the date of this Agreement, then on the date of such subsequent filing) contain any untrue statement of a material fact or omit to state a material fact or disclose any matter or proceeding 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. Between the date None of this Agreement and the Closing DateCompany’s subsidiaries is required to file any forms, the Company will timely file reports or other documents with the SEC all documents required to be filed by it under the Exchange ActSEC.

SEC Filings; Company Financial Statements. (a) The Company has filed all forms, reports, schedules, statements reports and other documents required to be filed by the Company with the SEC since January 1, 2003 under the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act") and has made available to Purchaser Parent such forms, reports and documents in the form filed with the SECSEC (if and to the extent such forms, reports and documents are not available on EDGAR). All such required forms, reports and documents (including those that thoxx xxat the Company may file subsequent to the date hereof) are referred to herein as the "Company COMPANY SEC ReportsREPORTS." At the time when filed (or if amended or superseded by a subsequent filing prior to the date hereof then on the date As of such later filing)their respective dates, the Company SEC Reports (i) as amended to date complied were prepared in all material respects accordance with the requirements of the Securities Act or the Exchange Act, as the case may be, the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations of the SEC thereunder applicable to such Company SEC Reports and (ii) did not at the time they were filed (or if subsequently amended or superseded by a filing prior to the date of this Agreement, then on the date of such subsequent filing) contain any untrue statement of a material fact or omit to state a material fact or disclose any matter or proceeding 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. Between None of Company's subsidiaries is required to file any forms, reports or other documents with the SEC. Except as set forth in Part 3.5 of the Company Disclosure Schedule or the Company SEC Reports, between the date of this Agreement and the Closing Date, the Company will timely file Company's last proxy statement filed with the SEC all documents and the date hereof, no event has occurred that would be required to be reported by the Company pursuant to Item 404 of Regulation S-K promulgated by the SEC in its next proxy statement that would otherwise be filed by it under the Exchange ActCompany with the SEC.

SEC Filings; Company Financial Statements. (a) The Company has filed all forms, reports, schedules, statements reports and other documents required to be filed by the Company with the SEC since January 1, 2003 under the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act") and has made available to Purchaser Parent such forms, reports and documents in the form filed with the SECSEC (if and to the extent such forms, reports and documents are not available on XXXXX). All such required forms, reports and documents (including those that the Company may file subsequent to the date hereof) are referred to herein as the "Company COMPANY SEC ReportsREPORTS." At the time when filed (or if amended or superseded by a subsequent filing prior to the date hereof then on the date As of such later filing)their respective dates, the Company SEC Reports (i) as amended to date complied were prepared in all material respects accordance with the requirements of the Securities Act of 1933, as amended (the "SECURITIES ACT"), or the Exchange Act, as the case may be, the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations of the SEC thereunder applicable to such Company SEC Reports and (ii) did not at the time they were filed (or if subsequently amended or superseded by a filing prior to the date of this Agreement, then on the date of such subsequent filing) contain any untrue statement of a material fact or omit to state a material fact or disclose any matter or proceeding 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. Between None of Company's subsidiaries is required to file any forms, reports or other documents with the SEC. Except as set forth in the Company SEC Reports, since the date of the Company's last proxy statement filed with the SEC, no event has occurred as of the date of this Agreement and the Closing Date, the Company will timely file with the SEC all documents that would be required to be filed reported by it under the Exchange ActCompany pursuant to Item 404 of Regulation S-K promulgated by the SEC.

SEC Filings; Company Financial Statements. (a) The Company has filed all forms, reports, schedules, statements and other documents required to be filed by the Company with the SEC since January February 1, 2003 2004 under the Exchange Act or the Securities Act of 1933, as amended (the "“Securities Act"”) and has made available to Purchaser Holdco such forms, reports and documents not available on the XXXXX system in the form filed with the SEC. All such required forms, reports and documents (including those that the Company may file subsequent to the date hereof) are referred to herein as the "“Company SEC Reports." At the time when filed (or if amended or superseded by a subsequent filing prior to the date hereof then on the date ” As of such later filing)their respective dates, the Company SEC Reports (i) as amended to date complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, the Xxxxxxxx-Xxxxx Act of 2002 (“SOX”), and the rules and regulations of the SEC thereunder applicable to such Company SEC Reports and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such later filing) contain any untrue statement of a material fact or omit to state a material fact or disclose any matter or proceeding 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. Between , except for Exhibit 17.1 to the date Company’s Form 8-K dated December 6, 2005 and all quotations or repetitions of this Agreement and the Closing Date, the allegations set forth in such exhibit in any other Company will timely file with the SEC all documents required to be filed by it under the Exchange ActReports.

SEC Filings; Company Financial Statements. (a) The Company has filed or furnished, and will file or furnish until the Effective Time, each form, report, statement, schedule, document, certification, registration statement, prospectus and definitive proxy statement (including all formsexhibits, reports, schedules, statements amendments and other documents supplements thereto and all information incorporated by reference) required to be filed or furnished by the Company with the Securities and Exchange Commission (the “SEC”) under the Securities Act or the Exchange Act (the “Company SEC Filings”) since January 1, 2003 under 2007. The Company SEC Filings (i) were filed or furnished on a timely basis, (ii) were prepared in accordance and complied with the Exchange Act or applicable requirements of the Securities Act of 1933, as amended (the "“Securities Act") and has made available to Purchaser such forms, reports and documents in the form filed with the SEC. All such required forms, reports and documents (including those that the Company may file subsequent to the date hereof) are referred to herein as the "Company SEC Reports." At the time when filed (or if amended or superseded by a subsequent filing prior to the date hereof then on the date of such later filing”), the Company SEC Reports (i) as amended to date complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations of the SEC thereunder applicable to such Company SEC Reports be and (iiiii) did not at the time they were filed (and if amended or superseded by a filing prior to the date of this Agreement then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact or disclose any matter or proceeding 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. Between There is no Proceeding pending or, to the knowledge of the Company, threatened against or affecting the Company at or before the SEC. The Company has made available to Parent copies of all comment letters received by the SEC since January 1, 2007 and relating to the Company SEC Filings, together with all written responses of the Company thereto provided or made available to the SEC. As of the date of this Agreement and the Closing DateAgreement, the Company will timely file with has not received any notice from the SEC all documents required to be filed that any Company SEC Filing is the subject of any ongoing review by it under the Exchange ActSEC.

SEC Filings; Company Financial Statements. (a) The Company has filed all forms, reports, schedules, statements and other documents required to be filed by the Company with the SEC since January February 1, 2003 2004 under the Exchange Act or the Securities Act of 1933, as amended (the "“Securities Act"”) and has made available to Purchaser Holdco such forms, reports and documents not available on the EXXXX system in the form filed with the SEC. All such required forms, reports and documents (including those that the Company may file subsequent to the date hereof) are referred to herein as the "“Company SEC Reports." At the time when filed (or if amended or superseded by a subsequent filing prior to the date hereof then on the date ” As of such later filing)their respective dates, the Company SEC Reports (i) as amended to date complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, the XxxxxxxxSxxxxxxx-Xxxxx Act of 2002 (“SOX”), and the rules and regulations of the SEC thereunder applicable to such Company SEC Reports and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such later filing) contain any untrue statement of a material fact or omit to state a material fact or disclose any matter or proceeding 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. Between , except for Exhibit 17.1 to the date Company’s Form 8-K dated December 6, 2005 and all quotations or repetitions of this Agreement and the Closing Date, the allegations set forth in such exhibit in any other Company will timely file with the SEC all documents required to be filed by it under the Exchange ActReports.

SEC Filings; Company Financial Statements. (a) The Company has filed all forms, reports, schedules, statements and other documents required to be filed by the Company with the SEC since January 1December 31, 2003 2004 under the Exchange Act or the Securities Act of 1933, as amended (the "Securities ActSECURITIES ACT") and has made available to Purchaser such forms, reports and documents in the form filed with the SEC). All such required forms, reports and documents (including those that the Company may file subsequent to the date hereof) are referred to herein as the "Company COMPANY SEC ReportsREPORTS." At the time when filed (or if amended or superseded by a subsequent filing prior to the date hereof then on the date of such later filing), the Company SEC Reports (i) as amended to date complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, the XxxxxxxxSarbanes-Xxxxx Oxley Act of 2002 and the rules and regulations of the SEC thereunder thx XXX xxxxxxxder applicable to such Company SEC Reports and (ii) did not at the time they were filed contain any untrue statement of a material fact or omit to state a material fact or disclose any matter or proceeding 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. Between the date of this Agreement and the Closing Date, the Company will timely file with the SEC all documents required to be filed by it under the Exchange Act.

SEC Filings; Company Financial Statements. (a) The Company has filed all forms, reports, schedules, statements reports and other documents required to be filed by the Company with the SEC since January 1, 2003 under the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act") and has made available to Purchaser Parent such forms, reports and documents in the form filed with the SECSEC (if and to the extent such forms, reports and documents are not available on EXXXX). All such required forms, reports and documents (including those that the Company may file subsequent to the date hereof) are referred to herein as the "“Company SEC Reports." At the time when filed (or if amended or superseded by a subsequent filing prior to the date hereof then on the date ” As of such later filing)their respective dates, the Company SEC Reports (i) as amended to date complied were prepared in all material respects accordance with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, as the case may be, the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations of the SEC thereunder applicable to such Company SEC Reports and (ii) did not at the time they were filed (or if subsequently amended or superseded by a filing prior to the date of this Agreement, then on the date of such subsequent filing) contain any untrue statement of a material fact or omit to state a material fact or disclose any matter or proceeding 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. Between None of Company’s subsidiaries is required to file any forms, reports or other documents with the SEC. Except as set forth in the Company SEC Reports, since the date of the Company’s last proxy statement filed with the SEC, no event has occurred as of the date of this Agreement and the Closing Date, the Company will timely file with the SEC all documents that would be required to be filed reported by it under the Exchange ActCompany pursuant to Item 404 of Regulation S-K promulgated by the SEC.

SEC Filings; Company Financial Statements. (a) The Company has made available to Parent a correct and complete copy of each material form, report, schedule, registration statement and definitive proxy statement filed by Company with the Securities and Exchange Commission ("SEC") since January 1, 1995 (the "COMPANY SEC REPORTS"), which are all the material forms, reports, schedules, statements reports and other documents required to be filed by the Company with the SEC since January 1, 2003 under the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act") 1995 and has made available to Purchaser such forms, reports and documents in the form filed with the SEC. All such required forms, reports and documents (including those that the Company may file subsequent to the date hereof) are referred to herein as the "Company SEC Reports." At the time when filed (or if amended or superseded by a subsequent filing prior to the date hereof then on the date of such later filing), the this Agreement. The Company SEC Reports (iA) as amended to date complied were prepared in all material respects accordance with the requirements of the Securities Act or the Exchange Act, as the case may be, the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations of the SEC thereunder applicable to such Company SEC Reports Reports, and (iiB) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact or disclose any matter or proceeding 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. Between None of Company's subsidiaries is required to file any forms, reports or other documents with the SEC. (b) Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Company SEC Reports, including each Company SEC Report filed after the date of this Agreement and hereof until the Closing DateClosing, the Company will timely file (i) complied as to form in all material respects with the published rules and regulations of the SEC all documents required to with respect thereto, (ii) was prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis throughout the periods involved (except as may be filed indicated in the notes thereto or, in the case of unaudited interim financial statements, as may be permitted by it the SEC on Form 10-Q under the Exchange Act.) and (iii) fairly presented the consolidated financial position of Company and its subsidiaries as of the respective dates thereof and the consolidated results of Company's operations and cash flows for the periods indicated, except that the unaudited interim 8

SEC Filings; Company Financial Statements. (a) The Company has filed all forms, reports, schedules, statements reports and other documents required to be filed with the SEC since January 1, 1999 and has made available to Parent, in the form filed with the SEC, (i) its Annual Reports on Form 10-K for the fiscal years ended May 31, 2001, 2002, and 2003, (ii) its Quarterly Report on Form 10-Q for the period ended August 31, 2003, (iii) all proxy statements relating to the Company's meetings of stockholders (whether annual or special) held since January 1, 2000, (iv) all information statements relating to stockholder actions since January 1, 2000, (v) all other reports or registration statements filed by the Company with the SEC since January 1, 2003 under 2000, and (vi) all amendments and supplements to all such reports, proxy statements, information statements, and registration statements filed by the Exchange Act or Company with the Securities Act of 1933, as amended (SEC; and the "Securities Act") and has made Company will make available to Purchaser such forms, reports and documents Parent in the form filed with the SEC, as soon as practicable, its Quarterly Report on Form 10-Q for the period ended November 30, 2003. All such required forms, reports and documents (including those that enumerated in clauses (i) through (vi) of the Company may file subsequent to preceding sentence and the date hereofCompany's November 30, 2003 Form 10-Q, when filed) are referred to herein as the "Company SEC ------------ Reports." At the time when filed (or if amended or superseded by a subsequent filing prior to the date hereof then on the date As of such later filing)their respective dates, the Company SEC Reports (i) as amended to date complied were ------- prepared in all material respects accordance with the requirements of the Securities Act Act, or the Exchange Act, as the case may be, the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations of the SEC thereunder applicable to such Company SEC Reports Reports, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact or disclose any matter or proceeding 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. Between None of the date of this Agreement and the Closing DateCompany's subsidiaries is required to file any forms, the Company will timely file reports or other documents with the SEC all documents required to be filed by it under the Exchange ActSEC.

SEC Filings; Company Financial Statements. (a) The Company has filed all forms, reports, schedules, statements reports and other documents required to be filed by the Company with the SEC since January 1, 2003 under the Exchange Act or effective date of the Securities Act of 1933, as amended (registration statement for the "Securities Act") Company’s initial public offering and has made available to Purchaser Parent such forms, reports and documents in the form filed with the SEC. All such required forms, reports and documents (including those that the Company may file subsequent to the date hereof) ), as such forms, reports and documents have been amended since the time of their filing, are referred to herein as the "“Company SEC Reports." At the time when filed (” As of their respective dates, or if amended or superseded by a subsequent filing prior to the date hereof then on as of the date of the last such later filing)amendment, the Company SEC Reports (i) as amended to date complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, the Xxxxxxxx-Xxxxx Act of 2002 and the applicable rules and regulations of the SEC thereunder applicable to such Company SEC Reports and (ii) did not at the time they were filed, or if amended, as of the date of the last such amendment, or, if filed after the date hereof, will not at the time they are filed contain any untrue statement of a material fact or omit to state a material fact or disclose any matter or proceeding 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. Between None of the date of this Agreement and the Closing DateCompany’s subsidiaries is required to file any forms, the Company will timely file reports or other documents with the SEC all documents required to be filed by it under the Exchange Actor similar regulatory body.

SEC Filings; Company Financial Statements. (a) The Company has timely filed all forms, reports, schedules, statements and other documents required to be filed by the Company with the SEC since January 1, 2003 2007 under the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act") and has made available to Purchaser such forms, reports and documents in the form filed with the SEC. All such required forms, reports and documents filed by the Company with the SEC (including those that the Company may file subsequent to the date hereof) ), as have been, or will be, amended since the time of their filing, are referred to herein as the "“Company SEC Reports." At the time when filed ”. As of their respective filing dates (or if amended or superseded by a subsequent filing prior to the date hereof hereof, then on the date of such later filing), the Company SEC Reports (i) as amended to date complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations of the SEC thereunder applicable to such Company SEC Reports and (ii) did not at the time they were filed contain any untrue statement of a material fact or omit to state a material fact or disclose any matter or proceeding 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. Between The Company has made available to Purchaser true and complete copies of all comment letters received by the Company from the staff of the SEC at any time during the one-year period prior to the date hereof and all responses to such comment letters by or on behalf of this Agreement the Company. There are no outstanding comments from, or unresolved issues raised by, the SEC with respect to the Company SEC Reports. To the Company’s knowledge, none of the Company SEC Reports is currently being reviewed by the SEC, and the Closing DateCompany has not received any written correspondence from the SEC that it, or any transaction or transactions entered into by the Company will timely file or any of its subsidiaries, is being investigated either formally or informally by the SEC. None of the Company’s subsidiaries has filed, or is obligated to file, any report, registration statement or other filing with the SEC SEC. The Company has complied in all documents required to be filed by it under the Exchange Actmaterial respects with all applicable listing and corporation governance rules and regulations of AMEX.

SEC Filings; Company Financial Statements. (a) The Company has filed all forms, reports, schedules, statements and other documents required to be filed by the Company with the SEC since January May 1, 2003 2000 under the Exchange Act or the Securities Act of 1933, as amended (the "“Securities Act"”) and has made available to Purchaser such forms, reports and documents in the form filed with the SEC. All such required forms, reports and documents (including those that the Company may file subsequent to the date hereof) are referred to herein as the "“Company SEC Reports." At ” As of their respective dates, except as disclosed in Section 2.7(a) of the time when filed (or if amended or superseded by a subsequent filing prior to the date hereof then on the date of such later filing)Company Disclosure Schedule, the Company SEC Reports (i) as amended to date complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, the XxxxxxxxSxxxxxxx-Xxxxx Act of 2002 and the rules and regulations of the SEC thereunder applicable to such Company SEC Reports and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact or disclose any matter or proceeding 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. Between the date of this Agreement and the Closing Date, the Company will timely file with the SEC all documents required to be filed by it under the Exchange Act.

SEC Filings; Company Financial Statements. (a) The Company has filed all forms, reports, schedules, statements and other documents required to be filed or furnished by the Company with the SEC since January February 1, 2003 2006 under the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act") ), together with any amendments, restatements or supplements thereto, and has made available to Purchaser will file all such forms, reports reports, schedules, statements and other documents in required to be filed subsequent to the form filed with the SECdate of this Agreement. All such required forms, reports and documents (including those that the Company may file subsequent to the date hereof) are referred to herein as the "Company SEC Reports." At the time when filed (or if amended or superseded by a subsequent filing prior to the date hereof then on the date of such later filing), the Company SEC Reports Reports, as amended to date, (i) as amended complied, and each of the Company SEC Reports to be filed subsequent to the date complied hereof will comply, in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations of the SEC thereunder applicable to such Company SEC Reports and (ii) did not at the time they were filed filed, and will not at the time they will be filed, as the case may be, contain any untrue statement of a material fact or omit to state a any material fact or disclose any matter or proceeding 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, or will be made, as the case may be, not misleading. Between the date of this Agreement and the Closing Date, the Company will timely file with the SEC all documents required to be filed by it under the Exchange Act.

SEC Filings; Company Financial Statements. (a) The Except as set forth in Section 3.7(a) of the Company has Disclosure Letter, the Company and each Company Subsidiary have filed all forms, reports, schedules, statements and other documents required to be filed with the SEC by the Company with the SEC or such Company Subsidiary since January April 1, 2003 under the Exchange Act or the Securities Act of 19332000 (such documents, as amended (the "Securities Act") supplemented and has made available to Purchaser such formsamended, reports and documents in the form filed with the SEC. All such required forms, reports and documents (including those that the Company may file subsequent to the date hereof) are referred to herein as the "Company SEC Reports." At the time when filed (or if amended or superseded by a subsequent filing prior to the date hereof then on the date of such later filing"), the Company SEC Reports (i) as amended to date each of which has complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated thereunder and the Exchange Act and the rules and regulations promulgated thereunder, each as in effect on the date so filed (and, in the case of registration statements and proxy statements, on the SEC thereunder applicable to such dates of effectiveness and the dates of mailing, respectively, and in the case of any Company SEC Reports amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing). Except as set forth in Section 3.7(a) of the Company Disclosure Letter, none of the Company SEC Reports (including any financial statements or schedules included or incorporated by reference therein) contained when filed (and, in the case of registration statements and (iiproxy statements, on the dates of effectiveness and the dates of mailing, respectively, and in the case of any Company SEC Reports amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing) did not at the time they were filed contain any untrue statement of a material fact or omit omitted to state a material fact or disclose any matter or proceeding required to be stated therein (or incorporated by reference therein) or necessary in order to make the statements therein (or incorporated by reference therein), in the light of the circumstances under which they were made, not misleading. Between Except as set forth in Section 3.7(a) of the date Company Disclosure Letter, the principal executive officer of this Agreement the Company and the Closing Date, principal financial officer of the Company will timely file with (and each former principal executive officer of the Company and each former principal financial officer of the Company, as applicable) have made the certifications required by Sections 302 and 906 of the Sarbanes-Oxley Act of 2002 (the "Sarbanes-Oxley Act"), and the ruxxx xxx xxxxxxtions of the SEC all documents required prxxxxxxxxx xxxxeunder with respect to be filed by it under the Company's filings pursuant to the Exchange Act. For purposes of the preceding sentence, "principal executive officer" and "principal financial officer" shall have the meanings given to such terms in the Sarbanes-Oxley Act.

SEC Filings; Company Financial Statements. (a) The Company has filed all forms, reports, schedules, statements reports and other documents required to be filed by the Company with the SEC since January 1December 31, 2003 under the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act") 2001 and has made available to Purchaser Parent such forms, reports and documents in the form filed with the SEC. All such required forms, reports and documents (including those that the Company may file subsequent to the date hereof) are referred to herein as the "Company COMPANY SEC ReportsREPORTS." At As of their respective dates or, if amended, as of the time when filed (or if amended or superseded by a subsequent filing date of the last such amendment prior to the date hereof then on the date of such later filing)this Agreement, the Company SEC Reports (i) as amended to date complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations of the SEC thereunder applicable to such Company SEC Reports and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact or disclose any matter or proceeding 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. Between the date of this Agreement and the Closing Date, the Company Date will timely file file, with the SEC all documents required to be filed by it under the Exchange Act.

SEC Filings; Company Financial Statements. (a) The Company has filed or furnished each form, report, statement, schedule, document, certification, registration statement, prospectus and definitive proxy statement (including all formsexhibits, reports, schedules, statements amendments and other documents supplements thereto and all information incorporated by reference) required to be filed or furnished by the Company with the SEC under the Securities Act or the Exchange Act (the “Company SEC Filings”) since January 1, 2003 under the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act") and has made available to Purchaser such forms, reports and documents in the form filed with the SEC2007. All such required forms, reports and documents (including those that the Company may file subsequent to the date hereof) are referred to herein as the "The Company SEC Reports." At the time when filed (or if amended or superseded by a subsequent filing prior to the date hereof then on the date of such later filing), the Company SEC Reports Filings (i) were prepared in accordance and complied as amended to date complied form in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations of the SEC thereunder applicable to such Company SEC Reports be and (iiiii) did not at the time they were filed (and if amended or superseded by a filing prior to the date of this Agreement then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact or disclose any matter or proceeding 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. Between As of the date of this Agreement Agreement, there is no Proceeding pending or, to the knowledge of the Company, threatened, against the Company or any Subsidiary of the Company at or before the SEC. The Company has made available to Parent copies of all comment letters received from the SEC since January 1, 2007 and relating to the Closing DateCompany SEC Filings, together with all written responses of the Company thereto provided or made available to the SEC, in each case to the extent such comment letters and responses are not available on the SEC’s XXXXX database. As of the date of this Agreement, the Company will timely has not received any notice from the SEC that any Company SEC Filing is the subject of any ongoing review by the SEC. No Subsidiary of the Company is required to file or furnish any reports or other documents with the SEC all documents required to be filed by it under the Exchange ActSEC.

SEC Filings; Company Financial Statements. (a) The Company has filed on a timely basis all forms, reportsstatements, schedules, statements reports and other documents (including items incorporated by reference) required to be filed by the Company with the SEC since January 1December 31, 2003 under the Exchange Act 2002 and no such form, statement, schedule or the Securities Act of 1933, as amended (the "Securities Act") and has made available report was filed in paper pursuant to Purchaser such forms, reports and documents in the form filed with the SECa hardship exemption from electronic filing. All such required forms, statements, schedules, and reports and documents (including those that the Company may file subsequent to the date hereofof this Agreement) are referred to herein as the "“Company SEC Reports." At the time when filed (or if amended or superseded by a subsequent filing prior to the date hereof then on the date ” As of such later filing)their respective dates, the Company SEC Reports (i) as amended to date complied in all material respects with with, to the extent in effect at the time of filing, the requirements of the Securities Act or the Exchange Act, as the case may be, the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations of the SEC thereunder applicable to such Company SEC Reports Reports, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact or disclose any matter or proceeding 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. Between , except to the extent corrected prior to the date of this Agreement by a subsequently filed Company SEC Report. Except to the extent that information contained in any Company SEC Report filed and publicly available prior to the Closing Datedate of this Agreement (a “Filed SEC Document”) has been revised or superseded by a later Filed SEC Document, none of the Company will timely file with the Filed SEC all documents Documents contains any untrue statement of a material fact or omits to state a material fact required to be filed by it stated therein or necessary in order to make the statements therein, in light of the circumstances under the Exchange Actwhich they were made, not misleading.

SEC Filings; Company Financial Statements. (a) The Company has filed all forms, reports, schedules, statements and other documents required to be filed or furnished by the Company with the SEC since January February 1, 2003 2006 under the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act") ), together with any amendments, restatements or supplements thereto, and has made available to Purchaser will file all such forms, reports reports, schedules, statements and other documents in required to be filed subsequent to the form filed with the SECdate of this Agreement. All such required forms, reports and documents (including those that the Company may file subsequent to the date hereof) are referred to herein as the "Company SEC Reports." At the time when filed (or if amended or superseded by a subsequent filing prior to the date hereof then on the date of such later filing), the Company SEC Reports Reports, as amended to date, (i) as amended complied, and each of the Company SEC Reports to be filed subsequent to the date complied hereof will comply, in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, the XxxxxxxxSxxxxxxx-Xxxxx Act of 2002 and the rules and regulations of the SEC thereunder applicable to such Company SEC Reports and (ii) did not at the time they were filed filed, and will not at the time they will be filed, as the case may be, contain any untrue statement of a material fact or omit to state a any material fact or disclose any matter or proceeding 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, or will be made, as the case may be, not misleading. Between the date of this Agreement and the Closing Date, the Company will timely file with the SEC all documents required to be filed by it under the Exchange Act.