Common use of SEC Reports and Company Financial Statements Clause in Contracts

SEC Reports and Company Financial Statements. (a) The Company has timely filed or furnished, as applicable, with the SEC all forms and other documents required to be filed or furnished, as applicable by it since January 1, 2010 (such documents, the “SEC Documents”), including (i) the Company’s Annual Reports on Form 10-K for the years ended December 31, 2010 and Dxxxxxxx 00, 0000, (xx) the Company’s Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2011, June 30, 2011, and September 30, 2011, (iii) all proxy statements (other than preliminary materials) relating to meetings of stockholders of the Company since January 1, 2010, and (iv) all other forms, reports, and registration statements required to be filed by the Company with the SEC since January 1, 2010. As of their respective dates, or, if amended by a subsequent filing prior to the date hereof, on the date of such filing, the SEC Documents, including the financial statements and schedules provided therein or incorporated by reference therein, (x) 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 therein, in light of the circumstances under which they were made, not misleading and (y) complied in all material respects with the applicable requirements of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder (the “Exchange Act”), the Securities Act of 1933 and the rules and regulations promulgated thereunder (the “Securities Act”), and the Sxxxxxxx-Xxxxx Act of 2002, and the rules and regulations promulgated thereunder (“SOX”), as the case might be.

SEC Reports and Company Financial Statements. (a) The Company has timely filed or furnished, as applicable, will file with the SEC Securities and Exchange Commission (the "SEC") true and complete copies of all forms forms, reports, schedules, statements and other documents required to be filed or furnished, as applicable by it since January 1, 2010 1990 and through the date hereof, under the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the Securities Act of 1933, as amended (the "Securities Act") (such documents, the “SEC Documents”), including (i) the Company’s Annual Reports on Form 10-K for the years ended December 31, 2010 and Dxxxxxxx 00, 0000, (xx) the Company’s Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2011, June 30, 2011, and September 30, 2011, (iii) all proxy statements (other than preliminary materials) relating to meetings of stockholders of the Company since January 1, 2010, and (iv) all other forms, reports, schedules, statements and registration statements required other documents, to be the extent filed by the Company with the SEC since January 1, 2010. As of their respective dates, or, if amended by a subsequent filing and publicly available prior to the date hereofof this Agreement, on other than preliminary filings, are referred to as the date of such filing"SEC Reports"). The SEC Reports, at the SEC Documents, including the financial statements and schedules provided therein or incorporated by reference thereintime filed, (xa) did not or will 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 light of the circumstances under which they were made, not misleading and (yb) complied or will comply as to form in all material respects with the applicable requirements of the Securities Exchange Act of 1934 and the Securities Act. The financial statements of the Company (including the related notes and schedules thereto) included or to be included in the SEC Reports (the "Company Financial Statements") (i) comply or will comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, (ii) have been or will have been prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto, or, in the case of the unaudited statements, as permitted by the Instructions to Form 10-QSB promulgated thereunder by the SEC) and (iii) fairly present or will fairly present (subject, in the “Exchange Act”)case of the unaudited statements, to normal year-end adjustments) (A) the Securities Act financial position of 1933 the Company, (B) the results of its operations and (C) cash flows, in each case, as of the rules and regulations promulgated thereunder (dates thereof or for the “Securities Act”), and the Sxxxxxxx-Xxxxx Act of 2002, and the rules and regulations promulgated thereunder (“SOX”)period indicated, as the case might may be. The books and records of the Company are maintained on an accrual basis and the Company Financial Statements have been prepared from, and are in accordance with, the books and records of the Company. The Company has no liability or obligation of any nature whatsoever, whether accrued, absolute, contingent or otherwise, required by to be reflected in the Company Financial Statements other than (x) current liabilities and obligations which are recurring in nature and not overdue on their terms, (y) liabilities and obligations reflected and adequately provided for on the Company Financial Statements and (z) liabilities and obligations arising in the ordinary course of business of the Company since June 30, 1999 (none of which is an uninsured liability for breach of contract, breach of warranty, tort, infringement, claim or lawsuit). The Company Disclosure Letter sets forth a true and complete list of all loss contingencies (within the meaning of Statement of Financial Accounting Standards No. 5) of the Company exceeding $1,000 in the case of any single loss contingency or $5,000 in the case of all loss contingencies.

SEC Reports and Company Financial Statements. (a) The ------------------------------------------------- Company has timely filed or furnished, as applicable, will file with the SEC Securities and Exchange Commission (the "SEC") true and complete copies of all forms forms, reports, schedules, statements and other documents required to be filed or furnished, as applicable by it since January 1October 11, 2010 1996 and through the date hereof, under the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the Securities Act of 1933, as amended (the "Securities Act") (such documents, the “SEC Documents”), including (i) the Company’s Annual Reports on Form 10-K for the years ended December 31, 2010 and Dxxxxxxx 00, 0000, (xx) the Company’s Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2011, June 30, 2011, and September 30, 2011, (iii) all proxy statements (other than preliminary materials) relating to meetings of stockholders of the Company since January 1, 2010, and (iv) all other forms, reports, schedules, statements and registration statements required other documents, to be the extent filed by the Company with the SEC since January 1, 2010. As of their respective dates, or, if amended by a subsequent filing and publicly available prior to the date hereofof this Agreement, on other than preliminary filings, are referred to as the date of such filing"SEC Reports"). The SEC Reports, at the SEC Documents, including the financial statements and schedules provided therein or incorporated by reference thereintime filed, (xa) did not or will 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 light of the circumstances under which they were made, not misleading and (yb) complied or will comply as to form in all material respects with the applicable requirements of the Securities Exchange Act of 1934 and the Securities Act. The financial statements of the Company (including the related notes and schedules thereto) included or to be included in the SEC Reports (the "Company Financial Statements") (i) comply or will comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, (ii) have been or will have been prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto, or, in the case of the unaudited statements, as permitted by the Instructions to Form 10-QSB promulgated thereunder by the SEC) and (iii) fairly present or will fairly present (subject, in the “Exchange Act”)case of the unaudited statements, to normal year-end adjustments) (A) the Securities Act financial position of 1933 the Company, (B) the results of its operations and (C) cash flows, in each case, as of the rules and regulations promulgated thereunder (dates thereof or for the “Securities Act”), and the Sxxxxxxx-Xxxxx Act of 2002, and the rules and regulations promulgated thereunder (“SOX”)period indicated, as the case might may be. The books and records of the Company are maintained on an accrual basis and the Company Financial Statements have been prepared from, and are in accordance with, the books and records of the Company. The Company has no liability or obligation of any nature whatsoever, whether accrued, absolute, contingent or otherwise, required by to be reflected in the Company Financial Statements other than (x) current liabilities and obligations which are recurring in nature and not overdue on their terms, (y) liabilities and obligations reflected and adequately provided for on the Company Financial Statements and (z) liabilities and obligations arising in the ordinary course of business of the Company since December 31, 2000 (none of which is an uninsured liability for breach of contract, breach of warranty, tort, infringement, claim or lawsuit). The Company Disclosure Letter sets forth a true and complete list of all loss contingencies (within the meaning of Statement of Financial Accounting Standards No. 5) of the Company exceeding $5,000 in the case of any single loss contingency or $50,000 in the case of all loss contingencies.

SEC Reports and Company Financial Statements. (a) The Company ---------------------------------------------- has timely filed or furnished, as applicable, will file with the SEC Securities and Exchange Commission (the "SEC") true and complete copies of all forms forms, reports, schedules, statements and other documents required to be filed or furnished, as applicable by it since January 1October 11, 2010 1996 and through the date hereof, under the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the Securities Act of 1933, as amended (the "Securities Act") (such documents, the “SEC Documents”), including (i) the Company’s Annual Reports on Form 10-K for the years ended December 31, 2010 and Dxxxxxxx 00, 0000, (xx) the Company’s Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2011, June 30, 2011, and September 30, 2011, (iii) all proxy statements (other than preliminary materials) relating to meetings of stockholders of the Company since January 1, 2010, and (iv) all other forms, reports, schedules, statements and registration statements required other documents, to be the extent filed by the Company with the SEC since January 1, 2010. As of their respective dates, or, if amended by a subsequent filing and publicly available prior to the date hereofof this Agreement, on other than preliminary filings, are referred to as the date of such filing"SEC Reports"). The SEC Reports, at the SEC Documents, including the financial statements and schedules provided therein or incorporated by reference thereintime filed, (xa) did not or will 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 light of the circumstances under which they were made, not misleading and (yb) complied or will comply as to form in all material respects with the applicable requirements of the Securities Exchange Act of 1934 and the Securities Act. The financial statements of the Company (including the related notes and schedules thereto) included or to be included in the SEC Reports (the "Company Financial Statements") (i) comply or will comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, (ii) have been or will have been prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto, or, in the case of the unaudited statements, as permitted by the Instructions to Form 10-QSB promulgated thereunder by the SEC) and (iii) fairly present or will fairly present (subject, in the “Exchange Act”)case of the unaudited statements, to normal year-end adjustments) (A) the Securities Act financial position of 1933 the Company, (B) the results of its operations and (C) cash flows, in each case, as of the rules and regulations promulgated thereunder (dates thereof or for the “Securities Act”), and the Sxxxxxxx-Xxxxx Act of 2002, and the rules and regulations promulgated thereunder (“SOX”)period indicated, as the case might may be. The books and records of the Company are maintained on an accrual basis and the Company Financial Statements have been prepared from, and are in accordance with, the books and records of the Company. The Company has no liability or obligation of any nature whatsoever, whether accrued, absolute, contingent or otherwise, required by to be reflected in the Company Financial Statements other than (x) current liabilities and obligations which are recurring in nature and not overdue on their terms, (y) liabilities and obligations reflected and adequately provided for on the Company Financial Statements and (z) liabilities and obligations arising in the ordinary course of business of the Company since December 31, 2000 (none of which is an uninsured liability for breach of contract, breach of warranty, tort, infringement, claim or lawsuit). The Company Disclosure Letter sets forth a true and complete list of all loss contingencies (within the meaning of Statement of Financial Accounting Standards No. 5) of the Company exceeding $5,000 in the case of any single loss contingency or $50,000 in the case of all loss contingencies.