Common use of SEC Filings; Financial Statements; Undisclosed Liabilities Clause in Contracts

SEC Filings; Financial Statements; Undisclosed Liabilities. (a) The Company has filed all forms, reports and documents required to be filed by it with the Securities and Exchange Commission (the "SEC") since March 1, 1995 and has made available to the Merger Sub all registration statements filed by the Company with the SEC, including all exhibits filed in connection therewith (on all forms applicable to the registration of securities) since March 1, 1995 and prior to the date of this Agreement (collectively, the "COMPANY SEC REPORTS"). As of their respective dates, the Company SEC Reports (i) complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations thereunder and (ii) did 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 made therein, in the light of the circumstances under which they were made, not misleading. The Company will deliver to the Merger Sub as soon as they become available true and complete copies of any Company SEC Reports filed subsequent to the date hereof and prior to the Effective Time.

SEC Filings; Financial Statements; Undisclosed Liabilities. (a) The Company has filed all forms, reports and documents required to be filed by it with the Securities and Exchange Commission (the "SEC") since March 1November 16, 1995 1994 and has made available to the Merger Sub all registration statements filed by the Company with the SEC, including all exhibits filed in connection therewith (on all forms applicable to the registration of securities) since March 1November 16, 1995 1994 and prior to the date of this Agreement (collectively, the "COMPANY SEC REPORTS"). As of their respective dates, the Company SEC Reports (and giving effect to any amendments thereof) (i) complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations thereunder and (ii) did 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 made therein, in the light of the circumstances under which they were made, not misleading. The Company will deliver to the Merger Sub as soon as promptly after they become publicly available true and complete copies of any Company SEC Reports filed subsequent to the date hereof and prior to the Effective Time.

SEC Filings; Financial Statements; Undisclosed Liabilities. (a) The Company has filed or furnished, as the case may be, all forms, reports and documents SEC Documents required to be filed or furnished, as the case may be, by it with the Securities and Exchange Commission (the "SEC") SEC since March 1May 31, 1995 and has made available to the Merger Sub all registration statements filed by the Company with the SEC, including all exhibits filed in connection therewith (on all forms applicable to the registration of securities) since March 1, 1995 and prior to the date of this Agreement 2002 (collectively, the "COMPANY “Company SEC REPORTS"Reports”). As of their respective dates, the The Company SEC Reports (i) complied were prepared in all material respects accordance with either the requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as the case may be, and the rules and regulations promulgated thereunder and (ii) did not not, at the time they were filed, or, if amended or supplemented, as of the date of such amendment or supplement, 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 made therein, in the light of the circumstances under which they were made, not misleading. The No Subsidiary of the Company will deliver is required to file any form, report or other document with the Merger Sub as soon as they become available true SEC. Section 5.7(a) of the Company Disclosure Schedule lists, and complete the Company has delivered to Parent copies of, all comment letters received by the Company from the Staff of any Company the SEC Reports filed subsequent since May 31, 2002 and all responses to such comment letters by or on behalf of the date hereof and prior to the Effective TimeCompany.

SEC Filings; Financial Statements; Undisclosed Liabilities. (a) The Company has filed all forms, reports and documents required to be filed by it with the Securities and Exchange Commission (the "SEC") since March 1December 31, 1995 1997 and has made available to the Merger Sub all registration statements filed by the Company with the SEC, including all exhibits filed in connection therewith (on all forms applicable to the registration of securities) since March 1December 31, 1995 1997 and prior to the date of this Agreement (collectively, the "COMPANY Company SEC REPORTSReports"). As of their respective dates, the Company SEC Reports (and giving effect to any amendments thereof) (i) complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations thereunder and (ii) did 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 made therein, in the light of the circumstances under which they were made, not misleading. The Company will deliver to the notify Merger Sub as soon as they become available true and complete copies of promptly after any Company SEC Reports filed subsequent to the date hereof and prior to the Effective TimeTime become publicly available.