Common use of SEC Reports and Financial Statements Clause in Contracts

SEC Reports and Financial Statements. The Company has timely filed all required reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) under the Securities Act of 1933, as amended (the "Securities Act"), and the Exchange Act, with the SEC since January 1, 1996 (as such reports, schedules, forms, statements and documents have been amended since the time of their filing, collectively, the "SEC Documents"). As of their respective dates, or if amended prior to the date hereof, as of the date of the last such amendment, the SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents when filed, or as so amended, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Documents comply as to form, as of their respective date of filing with the SEC, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles ("GAAP") (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto), and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated statement of earnings, cash flows and shareholders' equity for the periods then ended (subject, in the case of unaudited statements, to normal recurring year-end audit adjustments). Except as set forth in the SEC Documents filed prior to the date of this Agreement and except for liabilities and obligations that are not material to the Company as a whole, neither the Company nor any Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which have been incurred or shall have arisen prior to September 30, 1998.

SEC Reports and Financial Statements. The Company has timely filed all required reportsdelivered to Parent prior to the execution of this Agreement a true and complete copy of each form, schedulesreport, formsschedule, statements registration statement, definitive proxy statement and other documents document (including exhibits together with all amendments thereof and all other information incorporated thereinsupplements thereto) under filed by the Securities Act Company or any of 1933, as amended (the "Securities Act"), and the Exchange Act, its Subsidiaries with the SEC since January 1May 31, 1996 1991 (as such reports, schedules, forms, statements and documents have been amended since the time of their filing, collectivelyfiling been amended or supplemented, the "Company SEC DocumentsReports"), which are all the documents (other than preliminary material) that the Company and its Subsidiaries were required to file with the SEC since such date. As of their respective dates, or if amended prior the Company SEC Reports (i) complied as to the date hereof, as of the date of the last such amendment, the SEC Documents complied form in all material respects with the requirements of the Securities Act of 1933, as amended, and the rules and regulations thereunder (the "Securities Act") or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents when filed, or as so amended, contained (ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements of and unaudited interim consolidated financial statements (including, in each case, the Company notes, if any, thereto) included in the Company SEC Documents comply Reports (the "Company Financial Statements") complied as to form, as of their respective date of filing with the SEC, form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with United States generally accepted accounting principles ("GAAP") (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto), thereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present (subject, in all material respects the case of the unaudited interim financial statements, to normal, recurring year-end audit adjustments) the consolidated financial position of the Company and its consolidated subsidiaries as of at the respective dates thereof and the consolidated statement results of earnings, their operations and cash flows and shareholders' equity for the respective periods then ended (subject, in the case of unaudited statements, to normal recurring year-end audit adjustments)ended. Except as set forth in the SEC Documents filed prior to the date Section 3.05 of this Agreement and except for liabilities and obligations that are not material to the Company Disclosure Letter, each Subsidiary of the Company is treated as a whole, neither consolidated subsidiary of the Company nor any in the Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which have been incurred or shall have arisen prior to September 30, 1998Financial Statements for all periods covered thereby.

SEC Reports and Financial Statements. The Company has timely filed with the SEC and has made available to the Parent true and complete copies of, all required forms, reports, schedules, formsstatements, statements and other documents (documents, including all exhibits and all other information incorporated therein) thereto, required to be filed by it since July 29, 1996 under the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act"), and the Exchange Act, with the SEC since January 1, 1996 (as such reports, schedules, forms, statements and documents have been amended since the time of their filing, collectively, the "Company SEC Documents"). As of their respective dates, or if amended prior to the date hereof, as of the date of the last such amendment, the SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such The Company SEC Documents, including any financial statements and none of schedules included therein, at the SEC Documents when time filed, or as so amended, contained (a) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the regulations of the SEC thereunder. The financial statements of the Company included in the Company SEC Documents comply as to form, as of their respective date of filing with the SEC, form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles ("GAAP") (except, in the case of unaudited statements, as permitted by Form 10-Q books and records of the SEC) Company in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto)thereto or, in the case of the unaudited statements, as permitted by the accounting rules applicable to reports on Form 10-Q under the Exchange Act) and fairly present (subject, in all material respects the case of the unaudited statements, to normal, recurring audit adjustments) the consolidated financial position of the Company and its consolidated subsidiaries Subsidiaries as of at the dates thereof and the consolidated statement results of earnings, their operations and cash flows and shareholders' equity for the periods then ended (subject, in ended. The Company has made available to the case Parent true and complete copies of unaudited statements, to normal recurring year-end audit adjustments). Except as set forth in all material amendments and modifications that have not been filed by the Company with the SEC Documents to all agreements, documents, and other instruments that previously have been filed prior to the date of this Agreement and except for liabilities and obligations that are not material to by the Company as a whole, neither with the Company nor any Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which have been incurred or shall have arisen prior to September 30, 1998SEC and are currently in effect.

SEC Reports and Financial Statements. The (a) Since January 1, 1994, the Company has timely filed with the SEC all required forms, reports, schedules, formsregistration statements, definitive proxy statements and other documents (including exhibits and all other information incorporated therein) under the Securities Act of 1933, as amended (the "Securities ActCompany SEC Reports"), and ) required to be filed by the Exchange Act, Company with the SEC since January 1, 1996 (as such reports, schedules, forms, statements and documents have been amended since the time of their filing, collectively, the "SEC Documents")SEC. As of their respective dates, or if amended prior to the date hereof, as of the date of the last such amendment, the Company SEC Documents Reports complied in all material respects with the applicable requirements of the Securities Act or the Exchange '33 Act, as the case may be, '34 Act and the rules and regulations of the SEC promulgated thereunder (the "Rules and Regulations") applicable to such Company SEC DocumentsReports, and and, as of their respective dates, none of the Company SEC Documents when filed, or as so amended, Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Company SEC Report has been revised or superseded by a later Company SEC Report filed and publicly available prior to the date of this Agreement (a "Filed SEC Document"), none of the Company SEC Reports contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the Company SEC Documents Reports comply as to form, as of their respective date of filing with the SEC, form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles ("GAAP") (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto), ) and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated statement results of earnings, their operations and cash flows and shareholders' equity (or changes in financial position prior to the approval of Financial Accounting Standards Board Statement of Financial Accounting Standards No. 95) for the periods then ended (subject, in the case of unaudited statements, to normal recurring year-end audit adjustments). Except as set forth in the Filed SEC Documents filed prior to or in Section 2.4 of the date of this Agreement and except for liabilities and obligations that are not material to the ----------- Company as a wholeDisclosure Letter, neither the Company nor any of the Company Subsidiary Subsidiaries has any liabilities liabilities, debts or obligations of any nature (whether accrued, absolute, contingent or otherwise) which have been incurred required by GAAP to be set forth on a consolidated balance sheet of the Company and its consolidated subsidiaries or shall have arisen prior in the notes thereto. None of the Company Subsidiaries is required to September 30file any forms, 1998reports or other documents with the SEC pursuant to Section 12 or 15 of the '34 Act.

SEC Reports and Financial Statements. (a) The Company has timely filed with or furnished to the SEC all required forms, reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) required to be filed or furnished by it since January 1, 2013, under the Exchange Act or the Securities Act of 1933, as amended (the "“Securities Act"), and the Exchange Act, with the SEC since January 1, 1996 ”) (as such reports, schedules, forms, statements and documents have been amended since the time of their filing, collectively, the "“Company SEC Documents"”). As of their its respective datesdate or, or if amended prior to the date hereofamended, as of the date of the last such amendment, each Company SEC Document, including any financial statements, schedules or exhibits included or incorporated by reference therein at the SEC Documents complied in all material respects with the requirements time they were filed (or, if amended or superseded by a subsequent filing, as of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations date of the SEC promulgated thereunder applicable last such amendment or superseding filing prior to such SEC Documentsthe date hereof), and none of the SEC Documents when filed, or as so amended, contained (i) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein in such Company SEC Document or necessary in order to make the statements thereinin such Company SEC Document, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Documents comply as to form, as of their respective date of filing with the SEC, misleading and (ii) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC under the Exchange Act and the Securities Act, as the case may be. None of the Company’s Subsidiaries is, or at any time since January 1, 2013, has been, required to file or furnish any forms, reports or other documents with the SEC. Each of the consolidated financial statements (including, in each case, any related notes thereto) included in the Company SEC Documents (“Company Financial Statements”) (i) has been prepared from, and is in accordance with, the books and records of the Company and its consolidated Subsidiaries, (ii) complies in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC with respect theretoto such requirements, have (iii) has been prepared in accordance with United States generally accepted accounting principles ("“GAAP") (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC”) applied on a consistent basis during the periods involved (except as may be indicated in the Company Financial Statements or in the notes thereto), and fairly present in all material respects the consolidated financial position of to the Company and its consolidated subsidiaries as of the dates thereof and the consolidated statement of earnings, cash flows and shareholders' equity for the periods then ended (subjectFinancial Statements and, in the case of unaudited interim financial statements, as may be permitted by applicable SEC rules and regulations for Quarterly Reports on Form 10-Q), and (iv) fairly presents, in all material respects, the consolidated financial position and the consolidated results of operations and cash flows of the Company and its CLI-202375011v3 consolidated Subsidiaries as of the dates and for the periods referred to normal recurring year-end audit adjustments). Except as set forth in the SEC Documents filed prior to the date of this Agreement and except for liabilities and obligations that are not material to the Company as a whole, neither the Company nor any Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which have been incurred or shall have arisen prior to September 30, 1998Financial Statements.

SEC Reports and Financial Statements. (a) The Company has filed with or furnished to the SEC, on a timely filed basis, all required forms, reports, schedules, forms, statements and other documents required to be filed or furnished by it since October 1, 2019 (including exhibits and all other information incorporated therein) the “Applicable Date”), under the Exchange Act or the Securities Act of 1933(collectively, as amended (the "Securities Act")together with any such form, and the Exchange Actreport, schedule, statement or other document required to be filed with or furnished to the SEC since January 1subsequent to the Agreement Date, 1996 (as such reports, schedules, forms, statements and documents have been amended since the time of their filing, collectivelyincluding any amendments thereto, the "“Company SEC Documents"”). As of their its respective datesdate or, or if amended prior to the date hereofamended, as of the date of the last such amendment, the each Company SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents when filed, or as so amended, contained Document (i) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein in such Company SEC Document or necessary in order to make the statements thereinin such Company SEC Document, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Documents comply as to form, as of their respective date of filing with the SEC, misleading and (ii) complied in all material respects with the applicable requirements of the Exchange Act, the Securities Act and the Xxxxxxxx-Xxxxx Act of 2002 (“SOX”), as the case may be, and the applicable rules and regulations of the SEC under the Exchange Act, the Securities Act and SOX, as the case may be, each as in effect on the date so filed. None of the Company’s Subsidiaries is, or at any time since the Applicable Date, has been, required to file any forms, reports or other documents with the SEC. As of the Agreement Date, there are no outstanding or unresolved comments received from the SEC with respect to the Company SEC Documents. Each of the consolidated financial statements included in the Company SEC Documents (the “Company Financial Statements”) (i) complies in all material respects with the applicable accounting requirements standards and with the published rules and regulations of the SEC SEC, the Exchange Act and the Securities Act with respect theretoto such requirements, have (ii) has been prepared in accordance with the United States States’ generally accepted accounting principles ("“GAAP") (except”), in the case of unaudited statementsall material respects, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the Company Financial Statements or in the notes thereto), and fairly present in all material respects the consolidated financial position of to the Company Financial Statements and its consolidated subsidiaries as of the dates thereof and the consolidated statement of earnings, cash flows and shareholders' equity for the periods then ended (subject, in the case of unaudited statements, to normal recurring year-end audit adjustmentsadjustments and limitations on footnote disclosure as contemplated by Article X of Regulation S-X). Except , and (iii) fairly presents, in all material respects, the consolidated financial position and the consolidated results of operations and cash flows of the Company and its consolidated Subsidiaries as set forth of the date and for the periods referred to in the SEC Documents filed prior to the date of this Agreement and except for liabilities and obligations that are not material to the Company as a whole, neither the Company nor any Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which have been incurred or shall have arisen prior to September 30, 1998Financial Statements.

SEC Reports and Financial Statements. The Each form, report, ------------ ------------------------------------ schedule, registration statement and definitive proxy statement filed by the Company has timely filed all required reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) under with the Securities Act of 1933, as amended and Exchange Commission ("SEC") prior to the "Securities Act"), and the Exchange Act, with the SEC since January 1, 1996 date hereof (as such reports, schedules, forms, statements and documents have been amended since the time of their filing, collectively, the "SEC Documents"). As of their respective dates, or if amended prior to the date hereof, the "SEC Reports"), as of the date of the last such amendmenttheir respective dates, the SEC Documents complied in all material respects with the applicable requirements of the Securities Act or and the Securities Exchange Act of 1934 as amended ("Exchange Act, as the case may be, ") and the rules and regulations of the SEC promulgated thereunder applicable to such SEC DocumentsReports, and none of the SEC Documents Reports when filedfiled (or if amended or superseded by a filing prior to the date hereof, or as so amended, then on the date of such filing) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited financial statements and unaudited interim financial statements of the Company included in the SEC Documents comply as to form, Reports ("Financial Statements") as of their respective date of filing with the SEC, dates comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles ("GAAP") (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto), ) and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated statement results of earningstheir operations, stockholders' equity and cash flows and shareholders' equity for the periods then ended (subject, in the case of unaudited statements, to normal and recurring year-end audit adjustmentsadjustments not material in amount). Except as set forth None of the Company's subsidiaries has filed, or is obligated to file, any forms, reports, schedules, statements or other documents with the SEC. The adoption of SEC Staff Accounting Bulletin No. 101 (Revenue Recognition in Financial Statements) effective January 1, 2000, has not adversely impacted and will not adversely impact, in any material respect, the SEC Documents filed prior to the date amount or timing of this Agreement and except for liabilities and obligations that are not material to revenue recognition by the Company or any of its subsidiaries as a whole, neither compared to their respective prior revenue recognition practices. Neither the Company nor any Company Subsidiary of its subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), other than liabilities and obligations (i) which have been fully reflected or reserved against in the financial statements included in the SEC Reports, (ii) incurred since March 31, 2002 in the ordinary course of business or shall have arisen prior to September 30, 1998(iii) as set forth in the Schedule of Exceptions.

SEC Reports and Financial Statements. The Company and each of its subsidiaries has timely filed with the SEC, and has heretofore made available to Parent true and complete copies of, all required forms, reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) required to be filed by it since March 1, 1994, under the Exchange Act or the Securities Act of 1933, as amended 1933 (the "Securities Act")) (such forms, and the Exchange Act, with the SEC since January 1, 1996 (as such reports, schedules, forms, statements and documents have been amended since the time of their filingother documents, collectivelyincluding any financial statements or schedules included therein, are referred to as the "Company SEC Documents"). As The Company SEC Documents, at the time filed, (a) did not contain any untrue statement of their respective datesa material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, or if amended prior to the date hereof, as in light of the date of the last such amendmentcircumstances under which they were made, the SEC Documents not misleading and (b) 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, and the applicable rules and regulations of the SEC promulgated thereunder applicable thereunder. Except to such the extent that information contained in any Company SEC DocumentsDocument has been revised or superseded by a subsequently filed Company Filed SEC Document (as defined in Section 4.07) (a copy of which has been made available to Parent prior to the date hereof), and none of the Company SEC Documents when filed, or as so amended, contained any contains an untrue statement of a material fact or omitted omits to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the Company SEC Documents comply as to form, as of their respective date of filing with the SEC, form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles ("GAAP") (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto)thereto or, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) and fairly present (subject, in all material respects the case of the unaudited statements, to normal, recurring audit adjustments) the consolidated financial position of the Company and its consolidated subsidiaries as of at the dates thereof and the consolidated statement results of earnings, their operations and cash flows and shareholders' equity for the periods then ended (subject, in the case of unaudited statements, to normal recurring year-end audit adjustments). Except as set forth in the SEC Documents filed prior to the date of this Agreement and except for liabilities and obligations that are not material to the Company as a whole, neither the Company nor any Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which have been incurred or shall have arisen prior to September 30, 1998ended.

SEC Reports and Financial Statements. The (a) Since January 1, 1994, the Company has timely filed with the SEC all required forms, reports, schedules, formsregistration statements, definitive proxy statements and other documents (including exhibits and all other information incorporated therein) under the Securities Act of 1933, as amended (the "Securities ActCompany SEC Reports"), and ) required to be filed by the Exchange Act, Company with the SEC since January 1, 1996 (as such reports, schedules, forms, statements and documents have been amended since the time of their filing, collectively, the "SEC Documents")SEC. As of their respective dates, or if amended prior to the date hereof, as of the date of the last such amendment, the Company SEC Documents Reports complied in all material respects with the applicable requirements of the Securities Act or the Exchange '33 Act, as the case may be, '34 Act and the rules and regulations of the SEC promulgated thereunder (the "Rules and Regulations") applicable to such Company SEC DocumentsReports, and and, as of their respective dates, none of the Company SEC Documents when filed, or as so amended, Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Company SEC Report has been revised or superseded by a later Company SEC Report filed and publicly available prior to the date of this Agreement (a "Filed SEC Document"), none of the Company SEC Reports contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the Company SEC Documents Reports comply as to form, as of their respective date of filing with the SEC, form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles ("GAAP") (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto), ) and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated statement results of earnings, their operations and cash flows and shareholders' equity (or changes in financial position prior to the approval of Financial Accounting Standards Board Statement of Financial Accounting Standards No. 95) for the periods then ended (subject, in the case of unaudited statements, to normal recurring year-end audit adjustments). Except as set forth in the Filed SEC Documents filed prior to the date or in Section 2.4 of this Agreement and except for liabilities and obligations that are not material to the Company as a wholeDisclosure Letter, neither the Company nor any of the Company Subsidiary Subsidiaries has any liabilities liabilities, debts or obligations of any nature (whether accrued, absolute, contingent or otherwise) which have been incurred required by GAAP to be set forth on a consolidated balance sheet of the Company and its consolidated subsidiaries or shall have arisen prior in the notes thereto. None of the Company Subsidiaries is required to September 30file any forms, 1998reports or other documents with the SEC pursuant to Section 12 or 15 of the '34 Act.

SEC Reports and Financial Statements. The Company has timely filed with the SEC, and has heretofore made available to Purchaser true and complete copies of, all required forms, reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated thereinthan preliminary materials) required to be filed by it under the Exchange Act or the Securities Act of 1933, as amended 1933 (the "Securities Act")) from and after December 31, and the Exchange Act1997 (such forms, with the SEC since January 1, 1996 (as such reports, schedules, forms, statements and documents have been amended since the time of their filingother documents, collectivelyincluding any financial statements or schedules included therein, are referred to as the "Company SEC Documents"). As of their respective dates, or if amended prior to the date hereof, as of the date of the last such amendment, the SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such The Company SEC Documents, and none of at the SEC Documents when time filed, or as so amended, contained (a) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. The financial statements of the Company included in the Company SEC Documents as well as the Company's financial statements as of and for the year ended December 31, 1998 heretofore delivered to Purchaser, as of the dates thereof comply as to form, as of their respective date of filing with the SEC, form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles ("GAAP") (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto)thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X promulgated by the SEC) and fairly present (subject, in all material respects the case of the unaudited statements, to normal adjustments, none of which will be material) the consolidated financial position of the Company and its consolidated subsidiaries as of at the dates thereof and the consolidated statement results of earnings, their operations and cash flows and shareholders' equity for the periods then ended (subject, in the case of unaudited statements, to normal recurring year-end audit adjustments). Except as set forth in the SEC Documents filed prior to the date of this Agreement and except for liabilities and obligations that are not material to the Company as a whole, neither the Company nor any Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which have been incurred or shall have arisen prior to September 30, 1998ended.

SEC Reports and Financial Statements. The Company has timely filed with the SEC, and has heretofore made available to the Investors, true, and complete copies of, all required forms, reports, schedules, formsstatements, statements and other documents (including exhibits and all other information incorporated therein) required to be filed by the Company under the Securities Exchange Act of 1933, as amended 1934 (the "Securities “Exchange Act"”), including, but not limited to, that certain Form 8-K, dated February 10, 2009, reporting the Company’s 2008 fourth quarter and the Exchange Actfiscal year-end financial results (such forms, with the SEC since January 1, 1996 (as such reports, schedules, formsstatements, and other documents, including any financial statements and documents have been amended since or schedules included herein, are referred to as the time of their filing, collectively, the "“Company SEC Documents"”). As of their respective dates, or if amended prior to the date hereof, as of the date of the last such amendment, the SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such The Company SEC Documents, and none of at the SEC Documents when time filed, or as so amended, contained (a) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and (b) complied in all material respects with the applicable requirements of the Exchange Act, and the applicable rules and regulations of the SEC thereunder. The financial statements of the Company included in the Company SEC Documents comply complied as to form, as of their respective date of filing with the SEC, form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles ("GAAP") (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto)thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X promulgated by the SEC) and fairly present (subject, in all material respects the case of the unaudited statements, to normal, recurring audit adjustments, none of which will be material) the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated statement results of earnings, their operations and cash flows and shareholders' equity for the periods then ended (subject, in the case of unaudited statements, to normal recurring year-end audit adjustments). Except as set forth in the SEC Documents filed prior to the date of this Agreement and except for liabilities and obligations that are not material to the Company as a whole, neither the Company nor any Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which have been incurred or shall have arisen prior to September 30, 1998ended.

SEC Reports and Financial Statements. The Parent has filed with the SEC, and has heretofore made available to the Company has timely filed true and complete copies of, all required forms, reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated thereinthan preliminary materials) required to be filed by it under the Securities Exchange Act of 1933, as amended (the "Securities Act"), from and the Exchange Act, with the SEC since after January 1, 1996 2005 (as such forms, reports, schedules, forms, statements and documents have been amended since the time of their filingother documents, collectivelyincluding any financial statements or schedules included therein, are referred to as the "Parent SEC Documents"). As of their respective dates, or if amended prior to the date hereof, as of the date of the last such amendment, the SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such The Parent SEC Documents, and none of at the SEC Documents when time filed, or as so amended, contained (a) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and (b) complied in all material respects with the applicable requirements of the Exchange Act and the applicable rules and regulations of the SEC thereunder (and to the extent applicable, the PCAOB). The financial statements of the Company Parent included in the Parent SEC Documents (the "Parent Financial Statements"), heretofore delivered to the Company, as of the dates thereof comply as to form, as of their respective date of filing with the SEC, form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC and the PCAOB with respect thereto, have been prepared in accordance with United States generally accepted accounting principles ("GAAP") (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto)thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X promulgated by the SEC) and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated statement of earnings, cash flows and shareholders' equity for the periods then ended (subject, in the case of the unaudited statements, to normal normal, recurring year-end audit adjustments), none of which will be material) the consolidated financial position of the Parent and its consolidated Parent Subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended. Except as set forth in None of the SEC Documents filed prior Parent Subsidiaries is required to file any forms, reports, schedules, statements or other documents with the date of this Agreement and except for liabilities and obligations that are not material to the Company as a whole, neither the Company nor any Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which have been incurred or shall have arisen prior to September 30, 1998SEC.

SEC Reports and Financial Statements. The Company has timely filed with the SEC, and has heretofore made available to the Purchaser true and complete copies of, all required forms, reports, schedules, forms, statements and other documents required to be filed by it since July 1, 1999 under the Securities Exchange Act of 1934, as amended (including exhibits and all other information incorporated thereinthe "EXCHANGE ACT") under or the Securities Act of 1933, as amended (the "Securities ActSECURITIES ACT"), and the Exchange Act, with the SEC since January 1, 1996 ) (as such reports, schedules, forms, statements and documents have been amended since the time of their filing, collectively, the "COMPANY SEC DocumentsDOCUMENTS"). As of their respective datesdates or, or if amended prior to the date hereofamended, as of the date of the last such amendment, the SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and none of the SEC Documents when filedincluding, without limitation, any financial statements or as so amended, contained schedules included therein (a) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleadingmisleading and (b) complied as to form in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. None of the Subsidiaries is required to file any forms, reports or other documents with the SEC. The financial statements of the Company (including the related notes thereto) included in the Company SEC Documents have been prepared from and are in accordance with, the books and records of the Company and its consolidated Subsidiaries, comply as to form, as of their respective date of filing with the SEC, in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles ("GAAP") (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto), ) and fairly present in all material respects accordance with GAAP the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated subsidiaries Subsidiaries as of at the dates thereof and the consolidated statement of earnings, cash flows and shareholders' equity for the periods then ended presented therein (subject, in the case of unaudited statements, to normal recurring year-end audit adjustments). Except as set forth adjustments which were not and are not expected to be, individually or in the SEC Documents filed prior to the date of this Agreement and except for liabilities and obligations that are not aggregate, material to the Company as a whole, neither the Company nor any Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which have been incurred or shall have arisen prior to September 30, 1998in amount).

SEC Reports and Financial Statements. The Company has timely filed with the SEC, and has heretofore made available to Parent, true and complete copies of, all required forms, reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) required to be filed by it since June 30, 1995 under the Exchange Act or the Securities Act of 1933, as amended 1933 (the "Securities Act")) (such forms, and the Exchange Act, with the SEC since January 1, 1996 (as such reports, schedules, forms, statements and documents have been amended since the time of their filingother documents, collectivelyincluding any financial statements or schedules included therein, are referred to as the "Company SEC Documents"). As The Company SEC Documents, at the time filed, (a) did not contain any untrue statement of their respective datesa material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, or if amended prior to the date hereof, as in light of the date of the last such amendmentcircumstances under which they were made, the SEC Documents not misleading and (b) 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, and the applicable rules and regulations of the SEC promulgated thereunder applicable thereunder. Except to such the extent that information contained in any Company SEC DocumentsDocument has been revised or superseded by a subsequently filed Company Filed SEC Document (as defined in Section 4.07) (a copy of which has been made available to Parent prior to the date hereof), and none of the Company SEC Documents when filed, or as so amended, contained any contains an untrue statement of a material fact or omitted omits to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the Company SEC Documents comply as to form, as of their respective date of filing with the SEC, form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles ("GAAP") (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto)thereto or, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated statement of earnings, cash flows and shareholders' equity for the periods then ended (subject, in the case of the unaudited statements, to normal normal, recurring year-end audit adjustments). Except as set forth in ) the SEC Documents filed prior to the date financial position of this Agreement and except for liabilities and obligations that are not material to the Company as a whole, neither at the Company nor any Company Subsidiary has any liabilities or obligations dates thereof and the results of any nature (whether accrued, absolute, contingent or otherwise) which have been incurred or shall have arisen prior to September 30, 1998its operations and cash flows for the periods then ended.

SEC Reports and Financial Statements. The Except as disclosed on Schedule 2.1.5, the Company has timely filed with the Securities and Exchange Commission (the “SEC”) all required forms, reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) required to be filed by it since December 31, 2001 under the Securities Exchange Act of 1933, as amended 1934 (the "Securities “Exchange Act"”), and the Exchange Act, with the SEC since January 1, 1996 (as such reports, schedules, forms, statements and documents have been amended since the time of their filing, collectively, the "SEC Documents"). As of their respective dates, or if amended prior to the date hereof, as of the date of the last such amendment, the SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange ActXxxxxxxx-Xxxxx Act of 2002 (the “SOXA”) (each of such forms, as the case may bereports, schedules, statements, and other documents, to the rules extent filed and regulations publicly available before the date of this Agreement, other than preliminary filings, is referred to as an “Company SEC Document”). Each Company SEC Document, at the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents when time filed, or as so amended, contained (a) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleadingmisleading and (b) complied in all material respects with the applicable requirements of the Exchange Act, the Securities Act and the SOXA, as the case may be, and the applicable rules and regulations of the SEC thereunder. The financial statements of the Company included in the Company SEC Documents (the “Financial Statements”) comply as to form, as of their respective date of filing with the SEC, form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect theretothereto as of their respective dates, have been prepared in accordance with United States generally accepted accounting principles ("“GAAP") (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC”) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto)thereto or, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries Subsidiaries as of at the dates thereof and the consolidated statement results of earnings, their operations and cash flows and shareholders' equity for the periods then ended (subject, in the case of the unaudited statements, to normal normal, recurring year-end audit adjustments). Except as set forth in the SEC Documents filed prior to the date of this Agreement and except for liabilities and obligations that are not material to the Company as a whole, neither the Company nor any Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which have been incurred or shall have arisen prior to September 30, 1998.

SEC Reports and Financial Statements. The Company Parent has timely filed all required registration statements, prospectuses, reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) under the Securities Act of 1933, as amended (the "Securities Act"), and the Exchange Act, required to be filed by it with the SEC since January 1, 1996 1998 (as such reports, schedules, forms, statements and documents have been amended since the time of their filing, collectively, the "SEC DocumentsReports"). As No Subsidiary of Parent is required to file any registration statement, prospectus, report, schedule, form, statement or other document with the SEC. None of the SEC Reports, as of their respective datesdates (and, or if amended or superseded by a filing prior to the date hereofof this Agreement, as of then on the date of the last such amendment, the SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents when filed, or as so amendedfiling), contained or will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading. The Each of the financial statements of (including the Company related notes) included in the SEC Documents comply as to form, as of their respective date of filing with the SECReports presents fairly, in all material respects with applicable accounting requirements respects, the consolidated financial position and the published rules results of operations and regulations cash flows of Parent and its Subsidiaries on a consolidated basis as of the SEC respective dates or for the respective periods set forth therein, all in conformity with respect thereto, have been prepared in accordance with United States generally accepted accounting principles ("GAAP") (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) GAAP consistently applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto), otherwise noted therein and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated statement of earnings, cash flows and shareholders' equity for the periods then ended (subject, in the case of the unaudited interim financial statements, to the absence of notes and normal recurring year-end audit adjustments)adjustments that have not been made and are not expected to be material in amount. Except All of such SEC Reports, as set forth in the SEC Documents filed prior to of their respective dates (and as of the date of this Agreement and except for liabilities and obligations that are not material any amendment to the Company respective SEC Report) complied as a whole, neither to form in all material respects with the Company nor any Company Subsidiary has any liabilities or obligations applicable requirements of any nature (whether accrued, absolute, contingent or otherwise) which have been incurred or shall have arisen prior to September 30, 1998the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder.

SEC Reports and Financial Statements. The (i) Since January 1, 1998, the Company has timely filed all required reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) under the Securities Act of 1933, as amended (the "Securities Act"), and the Exchange Act, required to be filed by it with the SEC since January 1(collectively, 1996 (as such reports, schedules, forms, statements and documents have been amended since the time of their filing, collectivelyincluding all exhibits thereto, the "Company SEC DocumentsReports"). As The Company SEC ------------------- Reports, as of their respective datesdates (and, or if amended or superseded by a filing prior to the date hereofof this Agreement or of the Closing Date, as of then on the date of the last such amendmentfiling), did not, and any Company SEC Reports filed with the SEC Documents complied in all material respects with subsequent to the requirements of the Securities Act or the Exchange Actdate hereof will not, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents when filed, or as so amended, contained contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated (or incorporated by reference) therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Each of the financial statements of (including the related notes) included or to be included in, or incorporated by reference into, the Company included in the SEC Documents comply as to form, as of their respective date of filing with the SECReports present or will present fairly, in all material respects with applicable accounting requirements respects, the financial position and the published rules results of operations and regulations cash flows of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles ("GAAP") (except, in the case of unaudited statements, Company as permitted by Form 10-Q of the SEC) respective dates or for the respective periods set forth therein, all in conformity with GAAP consistently applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto)otherwise noted therein, and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated statement of earnings, cash flows and shareholders' equity for the periods then ended (subject, in the case of the unaudited interim financial statements, to normal and recurring year-end audit adjustments)adjustments that have not been and will not be material in amount. Except All of such Company SEC Reports, as set forth in of their respective dates (and as of the date of any amendment to the respective Company SEC Documents Report filed prior to the date hereof), complied in all respects with the applicable requirements of this Agreement the Securities Act and except for liabilities the Exchange Act and obligations that are not material to the rules and regulations promulgated thereunder (as in effect on the dates on which such Company as a whole, neither the Company nor any Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which have been incurred or shall have arisen prior to September 30, 1998SEC Reports were filed).

SEC Reports and Financial Statements. The Company Tridex has timely filed with the SEC, and has heretofore made available to Shareholder, true and complete copies of all required forms, reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) required to be filed by it since December 31, 1996 under the Exchange Act or the Securities Act of 1933(such forms, as amended (the "Securities Act"), and the Exchange Act, with the SEC since January 1, 1996 (as such reports, schedules, formsstatements or schedules included therein, statements and documents have been amended since the time of their filing, collectively, are referred to as the "Tridex SEC Documents"). As of their respective dates, or if amended prior to the date hereof, as of the date of the last such amendment, the SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such The Tridex SEC Documents, and none of at the SEC Documents when time filed, or as so amended, contained (a) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. Except to the extent that information contained in any Tridex SEC Document has been revised or superseded by a subsequently filed Tridex Filed SEC Document (as defined in Section 7.3) (a copy of which has been made available to Shareholder prior to the date hereof), none of the Tridex SEC Documents contains an untrue statement of a material fact or omits to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company Tridex included in the Tridex SEC Documents comply as to form, as of their respective date of filing with the SEC, form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles ("GAAP") (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto)thereto or, in the case of the unaudited statements, as permitted by Form 10-Q) and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated statement of earnings, cash flows and shareholders' equity for the periods then ended (subject, in the case of the unaudited statements, to normal normal, recurring year-end audit adjustments). Except ) the consolidated financial position of Tridex and its consolidated subsidiaries as set forth in at the SEC Documents filed prior to dates thereof and the date consolidated results of this Agreement their operations and except cash flows for liabilities and obligations that are not material to the Company as a whole, neither the Company nor any Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which have been incurred or shall have arisen prior to September 30, 1998periods then ended.

SEC Reports and Financial Statements. The Since November 25, ------------------------------------ 1997, the Delaware Company has timely filed with the Securities and Exchange Commission (the "SEC") all required reports, schedules, forms, statements reports and other documents (including exhibits and all other information incorporated therein) required to be filed by it under --- the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act"), and the Exchange Act, with the SEC since January 1, 1996 (as such reports, schedules, forms, statements and documents they have been amended since the time of their filing, collectively, the "Delaware Company SEC Documents"). As of their respective datesThe ------------------------------ Delaware Company SEC Documents, including without limitation, any financial statements or if amended prior to schedules included therein, at the date hereoftime filed, as of and any forms, reports or other documents filed by the Delaware Company with the SEC after the date of this Agreement, (a) did not at the last such amendment, the SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents when time they were filed, or as so amendedwill not at the time they are filed, contained contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleadingmisleading and (b) complied or will be prepared in compliance in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be. The financial statements of the Delaware Company included in the Delaware Company SEC Documents comply as to form, as of their respective date of filing with the SEC, form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis ---- during the periods involved (exceptexcept as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-Q to normal audit adjustments) and fairly present (subject, in the case of the SECunaudited statements, to normal audit adjustments) the consolidated financial position of the Delaware Company and its Subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended. All liabilities or obligations (absolute, accrued, fixed, contingent or otherwise) required to be reflected, reserved against or otherwise disclosed in the financial statements of the Delaware Company included in the Delaware Company SEC Documents filed prior to the date of this Agreement have been properly reflected, reserved against or otherwise disclosed in such financial statements in accordance with the rules and regulations of the SEC and GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto), and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated statement of earnings, cash flows and shareholders' equity for the periods then ended (subjectthereto or, in the case of the unaudited statements, to normal recurring year-end audit adjustments). Except as set forth in the financial statements of the Delaware Company included in the Delaware Company SEC Documents filed Documents, the Delaware Company has not incurred any indebtedness (other than indebtedness with respect to the payment of interest paid in kind) pursuant to the Indenture dated April 30, 1999, by and between the Company and U. S. Trust Company related to the Delaware Company's 72 % Convertible Junior Subordinated Debentures due 2012 (the "Delaware Company ---------------- Junior Indenture"). Except as disclosed in Section 3.8 of the Delaware Company ---------------- Disclosure Schedule, since June 30,1999, and prior to the date of this Agreement and except for liabilities and obligations that are not material Agreement, no act, omission, occurrence, event, condition or circumstance has occurred or become known to the Delaware Company, and no transaction, commitment or agreement has been entered into by the Delaware Company as a wholeor any of its Subsidiaries, neither the Company nor any Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which that should have been incurred or shall have arisen prior to September 30, 1998disclosed in the Delaware Company SEC Documents.

SEC Reports and Financial Statements. (a) The Company has timely filed with the SEC all required forms, reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) under required to be filed by it since December 31, 2004, pursuant to the Exchange Act or the Securities Act of 1933, as amended (the "“Securities Act")”) (such forms, and the Exchange Act, with the SEC since January 1, 1996 (as such reports, schedules, forms, statements and documents have been amended since other documents, including any financial statements or schedules included therein, are referred to as the time of their filing, collectively, the "“Company SEC Documents"”). As of their respective dates, or if amended prior to the date hereof, as of the date of the last such amendment, the SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such The Company SEC Documents, and none of at the SEC Documents when time filed, or as so amended, contained (i) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleadingmisleading and (ii) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. Except to the extent revised or superseded by a subsequently filed Company SEC Document, the Company SEC Documents, as of their respective dates, do not contain an untrue statement of a material fact or omit to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading (it being understood that the foregoing does not cover future events resulting from public announcement of the Merger). The financial statements of the Company included in the Company SEC Documents comply as to form, as of their respective date of filing with the SEC, form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles ("GAAP") (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto)thereto or, in the case of the unaudited statements, as permitted by Forms 10-Q and 8-K of the SEC) and fairly present (subject, in all material respects the case of the unaudited statements, to normal, recurring audit adjustments) the consolidated financial position of the Company and its consolidated subsidiaries as of at the dates thereof and the consolidated statement results of earnings, their operations and cash flows and shareholders' equity for the periods then ended (subject, in the case of unaudited statements, to normal recurring year-end audit adjustments). Except as set forth in the SEC Documents filed prior to the date of this Agreement and except for liabilities and obligations that are not material to the Company as a whole, neither the Company nor any Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which have been incurred or shall have arisen prior to September 30, 1998ended.

SEC Reports and Financial Statements. (a) The Company has timely has, to its Knowledge, filed with or furnished to the SEC all required forms, reports, schedules, certifications, registration statements, definitive proxy statements and other documents required to be filed or furnished by the Company with or to the SEC. All such registration statements, forms, reports, schedules, certifications, registration statements, definitive proxy statements and other documents (including exhibits those that the Company may file after the date hereof until the Closing) are referred to herein as the "COMPANY SEC REPORTS." As of their respective dates, and giving effect to any amendments or supplements thereto filed prior to the date of this Agreement, to the Knowledge of the Company (i) the Company SEC Reports filed prior to the date of this Agreement complied, and the Company SEC Reports to be filed after the date of this Agreement will comply, in all other information incorporated therein) under material respects with the requirements of the Securities Act of 1933, as amended (the "Securities ActSECURITIES ACT"), ) and the Exchange Act, with the SEC since January 1, 1996 (as such reports, schedules, forms, statements and documents have been amended since the time of their filing, collectively, the "SEC Documents"). As of their respective dates, or if amended prior to the date hereof, as of the date of the last such amendment, the SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the respective rules and regulations of the SEC promulgated thereunder applicable to such Company SEC DocumentsReports, and (ii) none of such Company SEC Reports that is not a registration statement contained (or, in the case of Company SEC Documents when filedReports to be filed after the date of this Agreement, or as so amended, contained will contain) any untrue statement of a material fact or omitted to state a any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The financial statements To the Knowledge of the Company, each Company included in SEC Report that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the SEC Documents comply as to formSecurities Act, as of their respective the date of filing with the SECsuch registration statement or amendment became effective, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles ("GAAP") (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto)did not, and fairly present in all material respects the consolidated financial position of the each such Company and its consolidated subsidiaries as of the dates thereof and the consolidated statement of earnings, cash flows and shareholders' equity for the periods then ended (subject, in the case of unaudited statements, to normal recurring year-end audit adjustments). Except as set forth in the SEC Documents Report filed prior subsequent to the date of this Agreement and except for liabilities and obligations that are prior to the consummation of the Offer will not, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not material misleading. The Company has made available to Parent copies of all comment letters received by the Company from the SEC since January 1, 2003 relating to the Company as a wholeSEC Reports, neither together with all written responses of the Company nor any thereto. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC Staff with respect to the Company Subsidiary has any liabilities SEC Reports. To the Knowledge of the Company, none of the Company SEC Reports is the subject of ongoing SEC review or obligations of any nature (whether accrued, absolute, contingent or otherwise) which have been incurred or shall have arisen prior to September 30, 1998investigation.

SEC Reports and Financial Statements. The Company has timely filed all required reportsdelivered or otherwise made available to Purchaser prior to the execution of this Agreement a true and complete copy of each form, schedulesreport, formsschedule, statements registration statement and other documents document (including exhibits together with all amendments thereof and all other information incorporated thereinsupplements thereto) under filed by the Securities Act Company or any of 1933, as amended (the "Securities Act"), and the Exchange Act, its Subsidiaries with the SEC since January 1, 1996 1996, (as such reports, schedules, forms, statements and documents have been amended since the time of their filing, collectivelyfiling been amended or supplemented, the "Company SEC DocumentsReports"), which, except as disclosed in Section 3.08 of the Company Disclosure Schedule, are all the documents (other than preliminary material) that the Company and its Subsidiaries were required to file with the SEC since such date. As Except as disclosed in Section 3.08 of the Company Disclosure Schedule, and in the cases where the Company SEC Reports have been amended, as of their respective dates, or if amended prior the Company SEC Reports (i) complied as to the date hereof, as of the date of the last such amendment, the SEC Documents complied form in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents when filed, or as so amended, contained (ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements Except as disclosed in Section 3.08(b) of the Company Disclosure Schedule, the audited consolidated financial statements and unaudited interim consolidated financial statements (including, in each case, the notes, if any, thereto) included in the Company SEC Documents comply Reports (the "Company Financial Statements") complied as to form, as of their respective date of filing with the SEC, form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with United States generally accepted accounting principles ("GAAP") (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) United States applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto), thereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present in all material respects (subject, in the case of the unaudited interim financial statements, to normal, recurring year-end audit adjustments which are not expected to be, individually or in the aggregate, material to the consolidated financial position of the Company and its consolidated subsidiaries Subsidiaries taken as a whole) the consolidated financial position of the Company and its consolidated Subsidiaries as at the respective dates thereof and the consolidated statement results of earnings, their operations and cash flows and shareholders' equity for the respective periods then ended (subject, in the case of unaudited statements, to normal recurring year-end audit adjustments)ended. Except as set forth in the SEC Documents filed prior to the date Section 3.08(b) of this Agreement and except for liabilities and obligations that are not material to the Company Disclosure Schedule, each Subsidiary of the Company is treated as a whole, neither consolidated subsidiary of the Company nor any in the Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which have been incurred or shall have arisen prior to September 30, 1998Financial Statements for all periods covered thereby.

SEC Reports and Financial Statements. The Company To the knowledge of each Warrantor, CSR has timely filed all required reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) required to be filed by it under the Act and the Securities Exchange Act of 19331934, as amended (the "Securities “Exchange Act"”) since (and including) the annual report on 10-K for the year ended December 31, 2008 filed on March 5, 2009, including pursuant to Section 13(a), 13(c) or 15(d) thereof (the foregoing materials from and after March 5, 2009, including the Exchange Act, with the SEC since January 1, 1996 (as such reports, schedules, forms, statements exhibits thereto and documents have been amended since incorporated by reference therein, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of their filing, collectively, the "filing and has filed any such SEC Documents"). As of their respective dates, or if amended Reports prior to the date hereofexpiration of any such extension. To the knowledge of each Warrantor, as of the date of filing, in the last case of SEC Reports filed pursuant to the Exchange Act (and to the extent such SEC Report was amended, then as of the date of filing of such amendment), and as of the date of effectiveness in the case of SEC Reports filed pursuant to the Act (and to the extent such SEC Report was amended, then as of the date of effectiveness of such amendment), the SEC Documents Reports complied in all material respects respects, as to form, with the requirements of the Securities Act or and the Exchange Act, as the case may be, Act and the rules and regulations of the SEC Securities and Exchange Commission (the “Commission”) promulgated thereunder applicable to such SEC Documentsthereunder, as applicable, and none of the SEC Documents when filedReports, or as so of the date of filing, in the case of SEC Reports filed pursuant to the Exchange Act (and to the extent such SEC Report was amended, then as to the date of filing of such amendment), and as of the date of effectiveness in the case of SEC Reports filed pursuant to the Act (and to the extent such SEC Report was amended, then as of the date of effectiveness of such amendment), contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The To the knowledge of each Warrantor, the financial statements of the Company CSR included in the SEC Documents comply as to form, as of their respective date of filing with the SEC, Reports complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Commission with respect thereto, thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles ("GAAP") (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (“GAAP”), except as may be indicated otherwise specified in such financial statements or the notes thereto)thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of and for the dates thereof and the consolidated statement results of earnings, operations and cash flows and shareholders' equity for the periods then ended (ended, subject, in the case of unaudited statements, to normal recurring year-end audit adjustments). Except as set forth in the SEC Documents filed prior to the date of this Agreement and except for liabilities and obligations that are not material to the Company as a whole, neither the Company nor any Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which have been incurred or shall have arisen prior to September 30, 1998.

SEC Reports and Financial Statements. The Company E/One has timely filed with the SEC, and has made available to PCC true and complete copies of, all required forms, reports, schedules, formsstatements, statements and other documents required to be filed by it since December 31, 1994 under the Securities Exchange Act of 1934, as amended (including exhibits and all other information incorporated thereinthe Exchange Act) under or the Securities Act of 1933, as amended (the "Securities Act")) (each of such forms, and the Exchange Act, with the SEC since January 1, 1996 (as such reports, schedules, formsstatements, statements and documents have been amended since the time of their filingother documents, collectively, the "SEC Documents"). As of their respective dates, or if amended prior to the date hereof, as of extent filed and publicly available before the date of this Agreement, other than preliminary filings, is referred to as an E/One SEC Document). Each E/One SEC Document, at the last such amendment, the SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents when time filed, or as so amended, contained (a) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleadingmisleading and (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. The financial statements of the Company all E/One Entities included in the E/One SEC Documents comply as to form, as of their respective date of filing with the SEC, form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles ("GAAP") (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto)thereto or, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated statement of earnings, cash flows and shareholders' equity for the periods then ended (subject, in the case of the unaudited statements, to normal normal, recurring year-end audit adjustments). Except ) the consolidated financial position of E/One and its consolidated subsidiaries as set forth in of and at the SEC Documents filed prior to dates thereof and the date consolidated results of this Agreement their operations and except cash flows for liabilities and obligations that are not material to the Company as a whole, neither the Company nor any Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which have been incurred or shall have arisen prior to September 30, 1998periods then ended.

SEC Reports and Financial Statements. The Parent has filed with the SEC, and has heretofore made available to the Company has timely filed true and complete copies of, all required forms, reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) required to be filed by it since December 31, 1996 under the Exchange Act or the Securities Act of 1933(such forms, as amended (the "Securities Act"), and the Exchange Act, with the SEC since January 1, 1996 (as such reports, schedules, forms, statements and documents have been amended since the time of their filingother documents, collectivelyincluding any financial statements or schedules included therein, are referred to as the "Parent SEC Documents"). As No subsidiary of their respective dates, Parent is subject to the reporting requirements of the Exchange Act. Except to the extent revised or if amended superseded by a subsequently filed Parent SEC Document (a copy of which has been made available to the Company prior to the date hereof, as of the date of the last such amendment), the SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Documents, and none of at the SEC Documents when time filed, or as so amended, contained (i) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleadingmisleading and (ii) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. The financial statements of the Company Parent included in the Parent SEC Documents comply as to formcomplied, as of their respective date of filing with the SECtime filed, as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles ("GAAP") (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto)thereto or, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated statement of earnings, cash flows and shareholders' equity for the periods then ended (subject, in the case of the unaudited statements, to normal recurring normal, recurring, year-end audit adjustments). Except ) the consolidated financial position of Parent and its consolidated subsidiaries as set forth in at the SEC Documents filed prior to dates thereof and the date consolidated results of this Agreement their operations and except cash flows for liabilities and obligations that are not material to the Company as a whole, neither the Company nor any Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which have been incurred or shall have arisen prior to September 30, 1998periods indicated therein.

SEC Reports and Financial Statements. (a) The Company has timely has, to its Knowledge, filed with or furnished to the SEC all required forms, reports, schedules, certifications, registration statements, definitive proxy statements and other documents required to be filed or furnished by the Company with or to the SEC. All such registration statements, forms, reports, schedules, certifications, registration statements, definitive proxy statements and other documents (including exhibits and all other information incorporated thereinthose that the Company may file after the date hereof until the Closing) under are referred to herein as the Securities Act of 1933, as amended (the "Securities Act"), and the Exchange Act, with the “Company SEC since January 1, 1996 (as such reports, schedules, forms, statements and documents have been amended since the time of their filing, collectively, the "SEC Documents"). Reports.” As of their respective dates, and giving effect to any amendments or if amended supplements thereto filed prior to the date hereofof this Agreement, as to the Knowledge of the Company (i) the Company SEC Reports filed prior to the date of this Agreement complied, and the last such amendmentCompany SEC Reports to be filed after the date of this Agreement will comply, the SEC Documents complied in all material respects with the requirements of the Securities Act or of 1933, as amended (the “Securities Act”) and the Exchange Act, as the case may be, and the respective rules and regulations of the SEC promulgated thereunder applicable to such Company SEC DocumentsReports, and (ii) none of such Company SEC Reports that is not a registration statement contained (or, in the case of Company SEC Documents when filedReports to be filed after the date of this Agreement, or as so amended, contained will contain) any untrue statement of a material fact or omitted to state a any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The financial statements To the Knowledge of the Company, each Company included in SEC Report that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the SEC Documents comply as to formSecurities Act, as of their respective the date of filing with the SECsuch registration statement or amendment became effective, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles ("GAAP") (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto)did not, and fairly present in all material respects the consolidated financial position of the each such Company and its consolidated subsidiaries as of the dates thereof and the consolidated statement of earnings, cash flows and shareholders' equity for the periods then ended (subject, in the case of unaudited statements, to normal recurring year-end audit adjustments). Except as set forth in the SEC Documents Report filed prior subsequent to the date of this Agreement and except for liabilities and obligations that are prior to the consummation of the Offer will not, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not material misleading. The Company has made available to Parent copies of all comment letters received by the Company from the SEC since January 1, 2003 relating to the Company as a wholeSEC Reports, neither together with all written responses of the Company nor any thereto. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC Staff with respect to the Company Subsidiary has any liabilities SEC Reports. To the Knowledge of the Company, none of the Company SEC Reports is the subject of ongoing SEC review or obligations of any nature (whether accrued, absolute, contingent or otherwise) which have been incurred or shall have arisen prior to September 30, 1998investigation.

SEC Reports and Financial Statements. The Company has timely filed all required reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) under with the Securities Act of 1933, as amended and Exchange Commission (the "Securities ActSEC"), and has heretofore made available to Parent true and complete copies of, all periodic reports required to be filed by it since July 1, 1995 under the Exchange Act, with the SEC since January 1, 1996 Act (as such reports, schedules, forms, statements and documents have been amended since the time of their filing, together with all such periodic reports to be filed from the date hereof to the Effective Time, collectively, the "Company SEC Documents"). As of their respective dates, or if amended prior Except with respect to information concerning the date hereofTriad Chemical Joint Venture ("Triad"), as to which the Company makes no representation or warranty for the purposes of the date of the last such amendmentthis Section 3.5, the Company SEC Documents complied in all material respects with Documents, including without limitation any financial statements or schedules included therein, at the requirements of the Securities Act time filed, (a) did not or the Exchange Actwill not, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents when filed, or as so amended, contained contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleadingmisleading and (b) complied or will comply, as the case may be, in all material respects with the applicable requirements of the Exchange Act. The Except with respect to information concerning Triad, as to which the Company makes no representation or warranty for purposes of this Section 3.5, the consolidated financial statements of the Company included in the Company SEC Documents (including the notes and schedules thereto, the "Company Financial Statements") comply as to form, as of their respective date of filing with the SEC, form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles ("GAAP") (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto)thereto or, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) and fairly present in all material respects (subject, in the case of the unaudited financial statements, to normal audit adjustments) the consolidated financial position of the Company and its consolidated subsidiaries Subsidiaries as of at the dates thereof and the consolidated statement results of earnings, their operations and cash flows and shareholders' equity for the periods then ended (subject, in the case of unaudited statements, to normal recurring year-end audit adjustments)ended. Except as set forth in the SEC Documents filed prior to the date of this Agreement and except for liabilities and obligations that are not material to the Company as a whole, neither the Company nor any Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which have been incurred or shall have arisen prior to September 30, 1998.Section 3.6

SEC Reports and Financial Statements. The Parent provided to the Company has timely filed all required reportsprior to the execution of this Agreement by direction to the XXXXX website maintained by the United States Securities and Exchange Commission (the “SEC”) a true and complete copy of each form, schedulesreport, formsschedule, statements registration statement, definitive proxy or information statement and other documents document (including exhibits together with all amendments thereof and all other information incorporated thereinsupplements thereto) under the Securities Act filed or required to be filed by Parent or any of 1933, as amended (the "Securities Act"), and the Exchange Act, its Subsidiaries with the SEC since January 1December 7, 1996 2010 (as such reports, schedules, forms, statements and these documents have been amended since the time of their filing, collectivelyfiling been amended or supplemented, the "“Parent SEC Documents"Reports”). Parent did not file any reports with the SEC except as set forth on the SEC’s XXXXX website. As of their respective dates, or if amended prior the Parent SEC Reports (i) complied as to the date hereof, as of the date of the last such amendment, the SEC Documents complied form in all material respects with the all applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents when filed, or as so amended, contained (ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements of and unaudited interim consolidated financial statements (including, in each case, the Company notes, if any, thereto) included in the Parent SEC Documents comply Reports (the “Parent Financial Statements”) complied as to form, as of their respective date of filing with the SEC, form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with United States generally accepted accounting principles ("GAAP") (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto), thereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated statement of earnings, cash flows and shareholders' equity for the periods then ended (subject, in the case of the unaudited interim financial statements, to normal normal, recurring year-end audit adjustments). Except as set forth adjustments which are not expected to be, individually or in the SEC Documents filed prior aggregate, materially adverse to the date of this Agreement Parent and except for liabilities and obligations that are not material to the Company its Subsidiaries taken as a whole, neither ) the Company nor any Company consolidated financial position of Parent and its consolidated Subsidiaries as at the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended. Each Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which have been incurred or shall have arisen prior to September 30, 1998Parent is treated as a consolidated Subsidiary of Parent in the Parent Financial Statements for all periods covered thereby.

SEC Reports and Financial Statements. (a) The Company has filed with or furnished to the SEC on a timely filed basis all required forms, reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) required to be filed or furnished on or prior to the date hereof by it with the SEC since January 1, 2012, under the Exchange Act or the Securities Act of 1933, as amended (the "“Securities Act")”) (collectively, and the Exchange Act, with the SEC since January 1, 1996 (as such reports, schedules, forms, statements in each case including all exhibits and documents have been amended since the time of their filing, collectivelyschedules thereto, the "“Company SEC Documents"”). As of its effective date (in the case of Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective datesSEC filing dates (in the case of all other Company SEC Documents) or, or if amended prior to the date hereofamended, as of the date of the last such amendment, the each Company SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents when filed, or as so amended, contained Document (i) did not contain any untrue statement of a material fact or omitted omit to state a any material fact required to be stated therein in such Company SEC Document or necessary in order to make the statements thereinin such Company SEC Document, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Documents comply as to form, as of their respective date of filing with the SEC, misleading and (ii) complied in all material respects with the applicable accounting requirements of the Exchange Act and the published Securities Act, as the case may be, and were prepared in all material respects in accordance with applicable Law, including the requirements of the Exchange Act, the Securities Act, and the Xxxxxxxx-Xxxxx Act of 2002 (“SOX”), as the case may be, and the applicable rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles ("GAAP") (except, in the case of unaudited statements, as permitted by Form 10-Q thereunder. As of the SEC) applied on a consistent basis during date of this Agreement, there are no material outstanding or unresolved comments in comment letters received from the periods involved (except as may be indicated in SEC or its staff. There has been no material correspondence between the notes thereto), SEC and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated statement of earningssince January 1, cash flows and shareholders' equity for the periods then ended (subject, in the case of unaudited statements, to normal recurring year-end audit adjustments). Except as 2012 that is not set forth in the Company SEC Documents filed or that has not otherwise been disclosed to Parent and Carve-out Buyer prior to the date hereof. To the Knowledge of this Agreement and except for liabilities and obligations that are not material the Company, none of the Company SEC Documents is the subject of ongoing SEC review. None of the Company’s Subsidiaries is subject to the Company as a wholeperiodic reporting requirements of the Exchange Act or is otherwise required to file any periodic forms, neither reports, schedules, statements or other documents with the Company nor any Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which have been incurred or shall have arisen prior to September 30, 1998SEC.

SEC Reports and Financial Statements. The Company To the knowledge of KYLK, it has timely filed all required reportsdelivered to Wilshire prior to the execution of this Agreement by direction to the SEC’s EXXXX website a true and complete copy of each form, schedulesreport, formsschedule, statements registration statement, definitive proxy statement and other documents document (including exhibits together with all amendments thereof and all other information incorporated thereinsupplements thereto) under the Securities Act filed or to be filed by KYLK or any of 1933, as amended (the "Securities Act"), and the Exchange Act, its Subsidiaries with the SEC since January 1August 27, 1996 2013 (as such reports, schedules, forms, statements and documents have been amended since the time of their filing, collectivelyfiling been amended or supplemented, the "“KYLK SEC Documents"Reports”), which are all the documents (other than preliminary material) that KYLK and its Subsidiaries were required to file with the SEC since such date. As of their respective dates, or if amended prior the KYLK SEC Reports (i) complied as to the date hereof, as of the date of the last such amendment, the SEC Documents complied form in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents when filed, or as so amended, contained (ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements of and unaudited interim consolidated financial statements (including, in each case, the Company notes, if any, thereto) included in the KYLK SEC Documents comply Reports (the “KYLK Financial Statements”) complied as to form, as of their respective date of filing with the SEC, form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with United States generally accepted accounting principles ("GAAP") (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto), thereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated statement of earnings, cash flows and shareholders' equity for the periods then ended (subject, in the case of the unaudited interim financial statements, to normal normal, recurring year-end audit adjustments). Except as set forth adjustments which are not expected to be, individually or in the SEC Documents filed prior aggregate, materially adverse to the date of this Agreement KYLK and except for liabilities and obligations that are not material to the Company its Subsidiaries taken as a whole, neither ) the Company nor any Company consolidated financial position of KYLK and its consolidated Subsidiaries as at the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended. Each Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which have been incurred or shall have arisen prior to September 30, 1998KYLK is treated as a consolidated Subsidiary of KYLK in the KYLK Financial Statements for all periods covered thereby.

SEC Reports and Financial Statements. The Company Medscape has timely filed with the Securities and Exchange Commission (the "SEC"), and has made available to MedicaLogic true and complete copies of, all required forms, reports, schedules, formsstatements, statements and other documents (including exhibits and all other information incorporated therein) required to be filed by it since September 26, 1999 under the Securities Exchange Act of 1933, as amended 1934 (the "Securities Exchange Act")) or the Securities Act (each of such forms, and the Exchange Act, with the SEC since January 1, 1996 (as such reports, schedules, formsstatements, statements and documents have been amended since other documents, to the time extent filed and publicly available before the date of their filingthis Agreement, collectivelyother than preliminary filings, the is referred to as a "Medscape SEC DocumentsDocument"). As of their respective datesEach Medscape SEC Document, or if amended prior to at the date hereof, as of the date of the last such amendment, the SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents when time filed, or as so amended, contained (a) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleadingmisleading and (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. The financial statements of the Company included in the Medscape SEC Documents (the "Medscape Financial Statements") comply as to form, as of their respective date of filing with the SEC, form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles ("GAAP") (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto)thereto or, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) and fairly present (subject, in the case of the unaudited statements, to normal, recurring audit adjustments) in all material respects the consolidated financial position of the Company Medscape and its consolidated subsidiaries as of at the dates thereof and the consolidated statement results of earnings, their operations and cash flows and shareholders' equity for the periods then ended (subject, in the case of unaudited statements, to normal recurring year-end audit adjustments). Except as set forth in the SEC Documents filed prior to the date of this Agreement and except for liabilities and obligations that are not material to the Company as a whole, neither the Company nor any Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which have been incurred or shall have arisen prior to September 30, 1998ended.

SEC Reports and Financial Statements. The Company has timely ------------------------------------ filed all required reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) under the Securities Act of 1933, as amended (the "Securities Act"), and the Exchange Act, with the SEC since January 1, 1996 (as such reports, schedules, forms, statements true and documents have been amended since complete copies of the time of their filing, collectively, the "Company SEC Documents"). As of their respective datesdates or, or if amended prior to the date hereofamended, as of the date of the last such amendmentamendment filed prior to the date hereof, the SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and none of the SEC Documents when filedincluding, without limitation, any financial statements or as so amended, contained schedules included therein (a) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleadingmisleading and (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. The financial statements None of the Company included Subsidiaries is required to file any forms, reports or other documents with the SEC. The Company Financial Statements have been prepared from, and are in accordance with, in each case, in all material respects, the SEC Documents books and records of the Company and its consolidated Subsidiaries, and comply as to form, as of their respective date dates of filing with the SEC, in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles ("GAAP") U.S. GAAP (except, in the case of unaudited financial statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods period involved (except as may be indicated stated in the notes thereto), ) and fairly present in all material respects the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated subsidiaries Subsidiaries as of the dates thereof times and the consolidated statement of earnings, cash flows and shareholders' equity for the periods then ended (referred to therein, subject, in the case of with respect to interim unaudited financial statements, to normal and recurring year-end audit adjustments). Except as set forth in the SEC Documents filed prior to the date of this Agreement and except for liabilities and obligations adjustments that are not reasonably likely to be material to the Company as a whole, neither the Company nor any Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which have been incurred or shall have arisen prior to September 30, 1998in amount.

SEC Reports and Financial Statements. The Company Buyer has timely filed all required reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) under the Securities Act of 1933, as amended (the "Securities Act"), and the Exchange Act, Act with the SEC since January 1June 30, 1996 1997 (as such reports, schedules, forms, statements and documents have been amended since the time of their filing, collectively, the "BUYER SEC DocumentsDOCUMENTS"). As of their respective dates, or if amended prior to the date hereofof this Agreement, as of the date of the last such amendment, the Buyer SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Buyer SEC Documents, and none of the Buyer SEC Documents when filed, or as so amended, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company Buyer included in the Buyer SEC Documents comply as to form, as of their respective date dates of filing with the SEC, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles ("GAAP") GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto), and fairly present in all material respects the consolidated financial position of the Company Buyer and its consolidated subsidiaries as of the dates thereof and the consolidated statement statements of earningsincome, cash flows and shareholders' equity and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal recurring year-end audit adjustments). Except as set forth in the SEC Documents filed prior to the date of this Agreement and except for liabilities and obligations that are not material to the Company as a whole, neither the Company nor any Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which have been incurred or shall have arisen prior to September 30, 1998.

SEC Reports and Financial Statements. The Company Purchaser has timely filed with the Securities and Exchange Commission true and complete copies of the Purchaser's Annual Report on Form 10-K for the year ended December 31, 2002 and all required forms, reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) required to be filed by the Purchaser under the Securities Act of 1933, as amended amended, or the Securities Exchange Act of 1934, as amended, from and after the filing thereof (the "Securities Act")such annual report, and the Exchange Actforms, with the SEC since January 1, 1996 (as such reports, schedules, forms, statements and documents have been amended since the time of their filingother documents, collectivelyincluding any financial statements or schedules included therein, the "Purchaser SEC Documents"). As of their respective datesThe Purchaser SEC documents, or if amended prior to at the date hereof, as of the date of the last such amendment, the SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents when time filed, or as so amended, contained (a) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and (b) complied in all material respects with the applicable requirements of the Securities Exchange Act of 1934, as amended, and the Securities Act of 1933, as amended, as the case may be, and the applicable rules and regulations promulgated thereunder. There have not been any amendments to the Purchaser SEC Documents since the initial filing thereof. The financial statements of the Company included Purchaser contained in the Purchaser SEC Documents comply as to form, as of their respective date of filing with the SEC, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles ("GAAP") (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) GAAP applied on a consistent basis during the periods period involved (except as may be indicated in the notes thereto)thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X promulgated by the Securities and Exchange Commission) and fairly present (subject, in all material respects the case of the unaudited statements, to normal, recurring audit adjustments) the consolidated financial position of the Company Purchaser and its consolidated subsidiaries as of the dates thereof and the consolidated statement results of earnings, their operations and cash flows and shareholders' equity for the periods then ended (subject, in the case of unaudited statements, to normal recurring year-end audit adjustments). Except as set forth in the SEC Documents filed prior to the date of this Agreement and except for liabilities and obligations that are not material to the Company as a whole, neither the Company nor any Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which have been incurred or shall have arisen prior to September 30, 1998ended.

SEC Reports and Financial Statements. (a) The Company has timely filed with the SEC all required forms, reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) under required to be filed by it since December 31, 2004, pursuant to the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act")) (such forms, and the Exchange Act, with the SEC since January 1, 1996 (as such reports, schedules, forms, statements and documents have been amended since the time of their filingother documents, collectivelyincluding any financial statements or schedules included therein, are referred to as the "Company SEC Documents"). As of their respective dates, or if amended prior to the date hereof, as of the date of the last such amendment, the SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such The Company SEC Documents, and none of at the SEC Documents when time filed, or as so amended, contained (i) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleadingmisleading and (ii) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. Except to the extent revised or superseded by a subsequently filed Company SEC Document, the Company SEC Documents, as of their respective dates, do not contain an untrue statement of a material fact or omit to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading (it being understood that the foregoing does not cover future events resulting from public announcement of the Merger). The financial statements of the Company included in the Company SEC Documents comply as to form, as of their respective date of filing with the SEC, form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles ("GAAP") (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto)thereto or, in the case of the unaudited statements, as permitted by Forms 10-Q and 8-K of the SEC) and fairly present (subject, in all material respects the case of the unaudited statements, to normal, recurring audit adjustments) the consolidated financial position of the Company and its consolidated subsidiaries as of at the dates thereof and the consolidated statement results of earnings, their operations and cash flows and shareholders' equity for the periods then ended (subject, in the case of unaudited statements, to normal recurring year-end audit adjustments). Except as set forth in the SEC Documents filed prior to the date of this Agreement and except for liabilities and obligations that are not material to the Company as a whole, neither the Company nor any Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which have been incurred or shall have arisen prior to September 30, 1998ended.

SEC Reports and Financial Statements. The Company has timely filed with the SEC all required forms, reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) under required to be filed by it since December 31, 2001, pursuant to the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act")) (such forms, and the Exchange Act, with the SEC since January 1, 1996 (as such reports, schedules, forms, statements and documents have been amended since the time of their filingother documents, collectivelyincluding any financial statements or schedules included therein, are referred to as the "Company SEC Documents"). As of their respective dates, or if amended prior to the date hereof, as No subsidiary of the date of the last such amendmentCompany is required to file any forms, the SEC Documents complied in all material respects reports, schedules, statements and other documents with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC. The Company SEC Documents, and none of at the SEC Documents when time filed, or as so amended, contained (a) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleadingmisleading and (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. Except to the extent revised or superseded by a subsequently filed Company SEC Document, the Company SEC Documents, considered as a whole as of their date, do not contain an untrue statement of a material fact or omit to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading (it being understood that the foregoing does not cover future events resulting from public announcement of the Merger). The financial statements of the Company included in the Company SEC Documents comply as to form, as of their respective date of filing with the SEC, form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles of the United States ("GAAP") (except), in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto)thereto or, in the case of the unaudited statements, as permitted by Forms 10-Q and 8-K of the SEC, and fairly present (subject, in all material respects the case of the unaudited statements, to normal, recurring audit adjustments) the consolidated financial position of the Company and its respective consolidated subsidiaries as of at the dates thereof and the consolidated statement results of earnings, their operations and cash flows and shareholders' equity for the periods then ended (subject, in the case of unaudited statements, to normal recurring year-end audit adjustments). Except as set forth in the SEC Documents filed prior to the date of this Agreement and except for liabilities and obligations that are not material to the Company as a whole, neither the Company nor any Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which have been incurred or shall have arisen prior to September 30, 1998ended.

SEC Reports and Financial Statements. The Company (a) NetSol has timely filed all required registration statements, prospectuses, reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) under the Securities Act of 1933, as amended (the "Securities Act"), and the Exchange Act, required to be filed by it with the SEC since January 1June 10, 1996 1997 (as such reports, schedules, forms, statements and documents have been amended since the time of their filing, collectively, including all exhibits thereto, the "“NetSol SEC Documents"Reports”). As None of NetSol’s SEC Reports, as of their respective datesdates (and, or if amended or superseded by a filing prior to the date hereofof this Agreement, as of then on the date of the last such amendment, the SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents when filed, or as so amendedfiling), contained or will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Each of the financial statements of (including the Company related notes) included in the NetSol’s SEC Documents comply as to form, as of their respective date of filing with the SECReports presents fairly, in all material respects with applicable accounting requirements respects, the consolidated financial position and the published rules consolidated results of operations and regulations cash flows of NetSol and its consolidated Subsidiaries as of the SEC with respect theretorespective dates or for the respective periods set forth therein, have been prepared all in accordance conformity with United States generally accepted accounting principles ("“GAAP"”) (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) consistently applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto)otherwise noted therein, and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated statement of earnings, cash flows and shareholders' equity for the periods then ended (subject, in the case of the unaudited interim financial statements, to the absence of notes and normal recurring year-end audit adjustments)adjustments that have not been and are not expected to be material in amount. Except All of such NetSol SEC Reports, as set forth in the SEC Documents filed prior to of their respective dates (and as of the date of this Agreement and except for liabilities and obligations that are not material any amendment to the Company respective NetSol SEC Report), complied as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder. Each Subsidiary of NetSol is treated as a whole, neither consolidated Subsidiary of NetSol in the Company nor any Company Subsidiary has any liabilities or obligations financial reports of any nature (whether accrued, absolute, contingent or otherwise) which have been incurred or shall have arisen prior to September 30, 1998NetSol included in NetSol’s SEC Reports.

SEC Reports and Financial Statements. The Parent has delivered or made available to the Company has timely filed all required reportsa true and complete copy of each form, schedulesreport, formsschedule, statements registration statement, definitive proxy statement and other documents document (including exhibits together with all amendments thereof and all other information incorporated thereinsupplements thereto) under the Securities Act of 1933, as amended (the "Securities Act"), and the Exchange Act, filed by Parent with the SEC and each biannual report distributed by Parent to its shareholders since January 1December 31, 1996 1997 (as such reports, schedules, forms, statements and documents have been amended since the time of their filing, collectivelyfiling been amended or supplemented, the "SEC DocumentsReports"), which are all the documents (other than preliminary materials) that Parent was required to file with the SEC since such date. As of their respective dates, or if amended prior to the date hereof, as of the date of the last such amendment, the SEC Documents Reports (i) complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents when filed, or as so amended, contained (ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements of and unaudited interim consolidated financial statements (including, in each case, the Company notes, if any, thereto) included in the SEC Documents comply Reports (the "Parent Financial Statements") complied as to form, as of their respective date of filing with the SEC, form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with United States generally accepted accounting principles ("GAAP") (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved UK GAAP (except as may be indicated therein or in the notes thereto), thereto and except with respect to unaudited statements) and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated statement of earnings, cash flows and shareholders' equity for the periods then ended (subject, in the case of the unaudited interim financial statements, to normal normal, recurring year-end audit adjustments). Except as set forth adjustments (which are not expected to be, individually or in the aggregate, materially adverse to Parent and its consolidated Subsidiaries)) the consolidated financial position of Parent and its consolidated Subsidiaries as at the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended. The related notes reconciling to United States generally accepted accounting principles such consolidated financial statements comply in all material respects with the requirements of the SEC Documents filed prior applicable to the date of this Agreement and except for liabilities and obligations that are not material to the Company as a whole, neither the Company nor any Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which have been incurred or shall have arisen prior to September 30, 1998such reconciliation.

SEC Reports and Financial Statements. The Company has timely filed with the SEC, and has heretofore made available to Parent true and complete copies of, all required forms, reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated thereinthan preliminary materials) required to be filed by it under the Exchange Act or the Securities Act of 1933, as amended 1933 (the "Securities ActSECURITIES ACT"), ) from and the Exchange Act, with the SEC since January after December 1, 1996 1995 (as such forms, reports, schedules, forms, statements and documents have been amended since the time of their filingother documents, collectivelyincluding any financial statements or schedules included therein, are referred to as the "COMPANY SEC DocumentsDOCUMENTS"). As The Company SEC Documents, at the time filed, (a) did not contain any untrue statement of their respective datesa material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, or if amended prior to the date hereof, as in light of the date of the last such amendmentcircumstances under which they were made, the SEC Documents not misleading and (b) 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, and the applicable rules and regulations of the SEC promulgated thereunder applicable thereunder. Except to such the extent revised or superseded by a subsequently filed Company SEC DocumentsDocument, and none of the Company SEC Documents when filed, or as so amended, contained any do not contain an untrue statement of a material fact or omitted omit to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the Company SEC Documents comply as to form, as of their respective date of filing with the SEC, form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles ("GAAP") (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto)thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X promulgated by the SEC) and fairly present (subject, in all material respects the case of the unaudited statements, to normal, recurring audit adjustments, none of which will be material) the consolidated financial position of the Company and its consolidated subsidiaries as of at the dates thereof and the consolidated statement results of earnings, their operations and cash flows and shareholders' equity for the periods then ended (subjectended. None of the Company's subsidiaries is required to file any forms, in reports, schedules, statements or other documents with the case of unaudited statements, to normal recurring year-end audit adjustments). Except as set forth in the SEC Documents filed prior to the date of this Agreement and except for liabilities and obligations that are not material to the Company as a whole, neither the Company nor any Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which have been incurred or shall have arisen prior to September 30, 1998SEC.

SEC Reports and Financial Statements. The Each form, report, -------------------------------------------------- schedule, registration statement and definitive proxy statement filed by the Company has timely filed all required reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) under with the Securities Act of 1933, as amended and Exchange Commission ("SEC") prior to the "Securities Act"), and the Exchange Act, with the SEC since January 1, 1996 date hereof (as such reports, schedules, forms, statements and documents have been amended since the time of their filing, collectively, the "SEC Documents"). As of their respective dates, or if amended prior to the date hereof, the "SEC Reports"), as of the date of the last such amendmenttheir respective dates, the SEC Documents complied in all material respects with the applicable requirements of the Securities Act or and the Securities Exchange Act of 1934 as amended ("Exchange Act, as the case may be, ") and the rules and regulations of the SEC promulgated thereunder applicable to such SEC DocumentsReports, and none of the SEC Documents Reports when filedfiled (or if amended or superseded by a filing prior to the date hereof, or as so amended, then on the date of such filing) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited financial statements and unaudited interim financial statements of the Company included in the SEC Documents comply as to form, Reports ("Financial Statements") as of their respective date of filing with the SEC, dates comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles ("GAAP") (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto), ) and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated statement results of earningstheir operations, stockholders' equity and cash flows and shareholders' equity for the periods then ended (subject, in the case of unaudited statements, to normal and recurring year-end audit adjustmentsadjustments not material in amount). Except as set forth None of the Company's subsidiaries has filed, or is obligated to file, any forms, reports, schedules, statements or other documents with the SEC. The adoption of SEC Staff Accounting Bulletin No. 101 (Revenue Recognition in Financial Statements) effective January 1, 2000, has not adversely impacted and will not adversely impact, in any material respect, the SEC Documents filed prior to the date amount or timing of this Agreement and except for liabilities and obligations that are not material to revenue recognition by the Company or any of its subsidiaries as a whole, neither compared to their respective prior revenue recognition practices. Neither the Company nor any Company Subsidiary of its subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), other than liabilities and obligations (i) which have been fully reflected or reserved against in the financial statements included in the SEC Reports, (ii) incurred or shall have arisen prior to September since June 30, 19982001 in the ordinary course of business or (iii) as set forth in the Schedule of Exceptions.

SEC Reports and Financial Statements. The (a) Since May 1, 2019, the Company has timely filed or furnished all required reports, schedules, forms, statements statements, documents and other documents (including exhibits and all other information incorporated therein) under the Securities Act of 1933, as amended (the "Securities Act"), and the Exchange Act, reports required to be filed or furnished by it with the SEC since January 1(such forms, 1996 (as such statements, documents and reports, schedules, forms, statements and documents have been amended since the time of their filing, collectively, the "“Company SEC Documents"”). As of their respective dates, or if amended prior to filing dates the date hereof, as of the date of the last such amendment, the Company SEC Documents (including amendments) complied in all material respects with the applicable requirements of the Xxxxxxxx-Xxxxx Act of 2002, as amended (the “Xxxxxxxx-Xxxxx Act”), the Securities Act or and the Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder and the listing and corporate governance rules and regulations of the SEC promulgated thereunder applicable to such SEC DocumentsNYSE, and none of the Company SEC Documents when filedcontained (or, or as so amendedwith respect to Company SEC Documents filed after the date hereof, contained will contain) any untrue statement of a material fact or omitted (or with respect to Company SEC Documents filed after the date hereof, will omit) to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Documents comply as to formSince May 1, as of their respective date of filing with the SEC, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles ("GAAP") (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto), and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated statement of earnings, cash flows and shareholders' equity for the periods then ended (subject, in the case of unaudited statements, to normal recurring year-end audit adjustments). Except as set forth in the SEC Documents filed prior to the date of this Agreement and except for liabilities and obligations that are not material to the Company as a whole2019, neither the Company nor any Company Subsidiary has received from the SEC or any liabilities other Governmental Entity any written comments or obligations questions with respect to any of the Company SEC Documents (including the financial statements included therein) that are not resolved, or as of the date hereof has received any written notice from the SEC or other Governmental Entity that such Company SEC Documents (including the financial statements included therein) are being reviewed or investigated, and, to the Company’s Knowledge, there is not, as of the date hereof, any investigation or review being conducted by the SEC or any other Governmental Entity of any nature Company SEC Documents (whether accruedincluding the financial statements included therein). No Company Subsidiary is required to file any forms, absolute, contingent reports or otherwise) which have been incurred or shall have arisen prior to September 30, 1998other documents with the SEC.

SEC Reports and Financial Statements. The Company Buyer has timely filed all required reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) under the Securities Act of 1933, as amended (the "Securities Act"), and the Exchange Act, required to be filed with the SEC since January 1, 1996 (as such reports, schedules, forms, statements and documents have been amended since the time of their filing, collectively, including all exhibits and schedules thereto, the "“Buyer SEC Documents"Reports”). As None of their the Buyer SEC Reports, as of the respective datesdates (and, or if amended or superseded by filings prior to the date hereofhereof or the Closing Date, as of then on the date of the last such amendment, the SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents when filed, or as so amendedfiling), contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under in which they were made, not misleading; provided, however, that no representation is made as to the accuracy of any financial projections or forward-looking statements or the completeness of any information furnished by Buyer to the SEC solely for the purposes of complying with Regulation FD or other information furnished by Buyer to the SEC that is not considered “filed” for purposes of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. The Each of the financial statements (including the related notes) included within the Buyer SEC Reports presents fairly, in all material respects, the consolidated financial position and consolidated results of operations and cash flows of Buyer as of the Company included respective dates or for the respective periods set forth therein, all in accordance with GAAP consistently applied during the periods involved except otherwise noted therein. All of such Buyer SEC Documents comply as to formReports, as of their respective dates (and as of the date of filing with any amendment to the SECrespective Buyer SEC Report), complied in all material respects as to form with the applicable accounting requirements of the Securities Act and the published Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles ("GAAP") (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto), and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated statement of earnings, cash flows and shareholders' equity for the periods then ended (subject, in the case of unaudited statements, to normal recurring year-end audit adjustments). Except as set forth in the SEC Documents filed prior to the date of this Agreement and except for liabilities and obligations that are not material to the Company as a whole, neither the Company nor any Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which have been incurred or shall have arisen prior to September 30, 1998promulgated thereunder.

SEC Reports and Financial Statements. The Company has timely filed with the SEC, and has heretofore made available to CompuCom true and complete copies of, all required forms, reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) required to be filed by it since March 31, 1995, under the Securities Exchange Act of 1933or the 33 Act (such forms, as amended (the "Securities Act"), and the Exchange Act, with the SEC since January 1, 1996 (as such reports, schedules, forms, statements and documents have been amended since the time of their filingother documents, collectivelyincluding any financial statements or schedules included therein, are referred to as the "Company SEC Documents"). As of their respective dates, or if amended prior to the date hereof, as of the date of the last such amendment, the SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such The Company SEC Documents, and none of at the SEC Documents when time filed, or as so amended, contained (a) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleadingmisleading and (b) complied in all material respects with the applicable requirements of the Exchange Act and the 33 Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. Except to the extent revised or superseded by a subsequently filed Company Filed SEC Document (as defined in Section 5.7) (a copy of which has been made available to CompuCom prior to the date hereof), the Company SEC Documents, considered as a whole as of their date, do not contain an untrue statement of a material fact or omit to state a material fact required to be stated or incorporated by reference therein are necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading (it being understood that the foregoing does not cover future events resulting from public announcement of the Merger). The financial statements of the Company included in the Company SEC Documents comply as to form, as of their respective date of filing with the SEC, form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles ("GAAP") (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved GAAP (except as may be indicated in the notes thereto)thereto or, in the case of the unaudited statements, as permitted by Forms 10-Q and 8-K of the SEC) and fairly present in all material respects (subject, in the consolidated case of the unaudited statements, to normal, recurring audit adjustments) the financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated statement results of earnings, operations and cash flows and shareholders' equity for the periods then ended (subject, in the case of unaudited statements, to normal recurring year-end audit adjustments). Except as set forth in the SEC Documents filed prior to the date of this Agreement and except for liabilities and obligations that are not material to the Company as a whole, neither the Company nor any Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which have been incurred or shall have arisen prior to September 30, 1998ended.

SEC Reports and Financial Statements. The Company has timely filed all required All forms, registration statements, reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) required to be filed by the Company under the Exchange Act or the Securities Act of 1933since June 30, as amended 2022 (all such documents, including the "Securities Act"exhibits thereto, collectively the “Company SEC Documents”), and the Exchange Act, have been filed with the SEC since January 1, 1996 (as such reports, schedules, forms, statements and documents have been amended since the time of their filing, collectively, the "SEC Documents")Commission on a timely basis. As of their respective dates, or if amended prior to the date hereof, as of the date of the last such amendment, the SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such The Company SEC Documents, including, without limitation, any audited or unaudited financial statements and none any notes thereto or schedules included therein (the “Company Financial Statements”), at the time filed (or in the case of registration statements, solely on the applicable dates of effectiveness) (except to the extent corrected by a subsequent Company SEC Documents when filed, or as so amended, contained Document) (a) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements , (b) complied as to form in all material respects with the applicable requirements of the Company included in Exchange Act and the SEC Documents comply Securities Act, as the case may be, (c) complied as to form, as of their respective date of filing with the SEC, form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC Commission with respect thereto, have been (d) with respect to the Company Financial Statements, were prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved ("“GAAP"”) (exceptexcept as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes theretoCommission), and (e) with respect to the Company Financial Statements, fairly present (subject in the case of unaudited statements to normal and recurring audit adjustments) in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated statement results of earnings, its operations and cash flows and shareholders' equity for the periods then ended (subject, in the case of unaudited statements, to normal recurring year-end audit adjustments)ended. Except as set forth in the SEC Documents filed prior Deloitte LLP is an independent registered public accounting firm with respect to the date Company and has not resigned or been dismissed as independent registered public accountants of this Agreement and except for liabilities and obligations that are not material to the Company as a whole, neither result of or in connection with any disagreement with the Company nor on any Company Subsidiary has any liabilities matter of accounting principles or obligations of any nature (whether accruedpractices, absolute, contingent financial statement disclosure or otherwise) which have been incurred auditing scope or shall have arisen prior to September 30, 1998procedures.

SEC Reports and Financial Statements. The Company and each of its subsidiaries has timely filed with the SEC, and has heretofore made available to Parent true and complete copies of, all required forms, reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) required to be filed by it since April 30, 1995, under the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act")) (such forms, and the Exchange Act, with the SEC since January 1, 1996 (as such reports, schedules, forms, statements and documents have been amended since the time of their filingother documents, collectivelyincluding any financial statements or schedules included therein, are referred to as the "Company SEC Documents"). As The Company SEC Documents, at the time filed, (a) did not contain any untrue statement of their respective datesa material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, or if amended prior to the date hereof, as in light of the date of the last such amendmentcircumstances under which they were made, the SEC Documents not misleading and (b) 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, and the applicable rules and regulations of the SEC promulgated thereunder applicable thereunder. Except to such the extent revised or superseded by a subsequently filed Company Filed SEC DocumentsDocument (as defined in Section 3.07), and none of the Company SEC Documents when filed, or as so amended, contained any contains an untrue statement of a material fact or omitted omits to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the Company SEC Documents comply as to form, as of their respective date of filing with the SEC, form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles ("GAAP") (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto)thereto or, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) and fairly present (subject, in all material respects the case of the unaudited statements, to normal, recurring audit adjustments) the consolidated financial position of the Company and its consolidated subsidiaries as of at the dates thereof and the consolidated statement results of earnings, their operations and cash flows and shareholders' equity for the periods then ended (subject, in the case of unaudited statements, to normal recurring year-end audit adjustments). Except as set forth in the SEC Documents filed prior to the date of this Agreement and except for liabilities and obligations that are not material to the Company as a whole, neither the Company nor any Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which have been incurred or shall have arisen prior to September 30, 1998ended.

SEC Reports and Financial Statements. The (a) Each form, report, schedule, registration statement and definitive proxy statement filed by the Company has timely filed all required reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) under with the Securities Act of 1933, as amended and Exchange Commission ("SEC") prior to the "Securities Act"), and the Exchange Act, with the SEC since January 1, 1996 date hereof (as such reports, schedules, forms, statements and documents have been amended since prior to --- the time of their filing, collectivelydate hereof, the "SEC DocumentsReports"). As , as of their respective dates, complied in ----------- all material respects with the applicable requirements of the Securities Act and the Securities Exchange Act of 1934 as amended ("Exchange Act") and the rules ------------ and regulations promulgated thereunder applicable to such SEC Reports, and none of the SEC Reports when filed (or if amended or superseded by a filing prior to the date hereof, as of then on the date of the last such amendment, the SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents when filed, or as so amended, filing) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Documents comply as to form, Reports as of their respective date of filing with the SEC, dates comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles ("GAAP") (except, in the case of unaudited statements, as permitted ---- by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto), ) and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries Subsidiaries as of the dates thereof and the consolidated statement results of earningstheir operations, stockholders' equity and cash flows and shareholders' equity for the periods then ended (subject, in the case of unaudited statements, to normal and recurring year-end audit adjustmentsadjustments not material in amount). Except as set forth None of the Company's Subsidiaries has filed, or is obligated to file, any forms, reports, schedules, statements or other documents with the SEC. The adoption of SEC Staff Accounting Bulletin No. 101 (Revenue Recognition in Financial Statements) effective January 1, 2000, has not adversely impacted and will not adversely impact, in any material respect, the SEC Documents filed prior to the date amount or timing of this Agreement and except for liabilities and obligations that are not material to revenue recognition by the Company or any of its Subsidiaries as a whole, neither compared to their respective prior revenue recognition practices. Neither the Company nor any Company Subsidiary of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), other than liabilities and obligations (i) which have been fully reflected or reserved against in the financial statements included in the SEC Reports, (ii) incurred or shall have arisen prior to September since April 30, 19982000 in the ordinary course of business, (iii) as set forth in Section 2.15 of the Schedule of Exceptions or (iv) liabilities that are individually less than $50,000.

SEC Reports and Financial Statements. The Company has timely filed with the SEC, and has heretofore made available to Parent true and complete copies of, all required forms, reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) required to be filed by it since May 16, 1996, under the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act")) (such forms, and the Exchange Act, with the SEC since January 1, 1996 (as such reports, schedules, forms, statements and documents have been amended since the time of their filingother documents, collectivelyincluding any financial statements or schedules included therein, are referred to as the "Company SEC Documents"). As of their respective dates, or if amended prior to the date hereof, as of the date of the last such amendment, the SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such The Company SEC Documents, and none of at the SEC Documents when time filed, or as so amended, contained (a) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleadingmisleading and (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. Except to the extent revised or superseded by a subsequently filed Company SEC Document (a copy of which has been made available to Parent on or prior to the date hereof), the Company SEC Documents, considered as a whole as of their date, do not contain an untrue statement of a material fact or omit to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading (it being understood that the foregoing does not cover future events resulting from public announcement of the Merger). The financial statements of the Company included in the Company SEC Documents comply as to form, as of their respective date of filing with the SEC, form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles ("GAAP") (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto)thereto or, in the case of the unaudited statements, as permitted by Forms 10-Q and 8-K of the SEC) and fairly present (subject, in all material respects the case of the unaudited statements, to normal, recurring audit adjustments) the consolidated financial position of the Company and its consolidated subsidiaries as of at the dates thereof and the consolidated statement results of earnings, their operations and cash flows and shareholders' equity for the periods then ended (subject, in the case of unaudited statements, to normal recurring year-end audit adjustments). Except as set forth in the SEC Documents filed prior to the date of this Agreement and except for liabilities and obligations that are not material to the Company as a whole, neither the Company nor any Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which have been incurred or shall have arisen prior to September 30, 1998ended.

SEC Reports and Financial Statements. The Company has timely filed with the SEC, and has heretofore made available to Parent true and complete copies of, all required forms, reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) required to be filed by it since December 31, 1994, under the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act")) (such forms, and the Exchange Act, with the SEC since January 1, 1996 (as such reports, schedules, forms, statements and documents have been amended since the time of their filingother documents, collectivelyincluding any financial statements or schedules included therein, are referred to as the "Company SEC Documents"). As of their respective dates, or if amended prior to the date hereof, as of the date of the last such amendment, the SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such The Company SEC Documents, and none of at the SEC Documents when time filed, or as so amended, contained (a) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleadingmisleading and (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. Except to the extent revised or superseded by a subsequently filed Company Filed SEC Document (as defined in Section 4.07) (a copy of which has been made available to Parent prior to the date hereof), the Company SEC Documents, considered as a whole as of their date, do not contain an untrue statement of a material fact or omit to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading (it being understood that the foregoing does not cover future events resulting from public announcement of the Offer and the Merger). The financial statements of the Company included in the Company SEC Documents comply as to form, as of their respective date of filing with the SEC, form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles ("GAAP") (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto)thereto or, in the case of the unaudited statements, as permitted by Forms 10-Q and 8-K of the SEC) and fairly present (subject, in all material respects the case of the unaudited statements, to normal, recurring audit adjustments) the consolidated financial position of the Company and its consolidated subsidiaries as of at the dates thereof and the consolidated statement results of earnings, their operations and cash flows and shareholders' equity for the periods then ended (subject, in the case of unaudited statements, to normal recurring year-end audit adjustments). Except as set forth in the SEC Documents filed prior to the date of this Agreement and except for liabilities and obligations that are not material to the Company as a whole, neither the Company nor any Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which have been incurred or shall have arisen prior to September 30, 1998ended.

SEC Reports and Financial Statements. The Company During the two years prior to the date hereof, Parent has timely filed all required reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) under required to be filed by it with the SEC pursuant to the reporting requirements of the Securities Exchange Act of 19331934, as amended (the "Securities “1934 Act")”) (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements, notes and the Exchange Act, with the SEC since January 1, 1996 (as such reports, schedules, forms, statements schedules thereto and documents have been amended since incorporated by reference therein being hereinafter referred to as the time of their filing, collectively, the "“SEC Documents"”). As of their respective dates, or if amended prior to the date hereof, as of the date of the last such amendment, the SEC Documents complied in all material respects with the requirements of the Securities 1934 Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such the SEC Documents. As of their respective dates, and none of the SEC Documents when filed, or as so amended, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Documents comply complied as to form, as of their respective date of filing with the SEC, form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, thereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles ("GAAP") (exceptprinciples, in the case of unaudited statementsconsistently applied, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto), or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries Parent as of the dates thereof and the consolidated statement results of earnings, its operations and cash flows and shareholders' equity for the periods then ended (subject, in the case of unaudited statements, to normal recurring year-end audit adjustments). Except as set forth adjustments which will not be material, either individually or in the SEC Documents filed prior to the date of this Agreement and except for liabilities and obligations that are not material to the Company as a whole, neither the Company nor any Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which have been incurred or shall have arisen prior to September 30, 1998aggregate).

SEC Reports and Financial Statements. The Company has timely filed with the SEC, and has heretofore made available to Parent true and complete copies of, all required forms, reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) required to be filed by it since December 31, 1994, under the Exchange Act or the Securities Act of 1933, as amended 1933 (the "Securities Act")) (such forms, and the Exchange Act, with the SEC since January 1, 1996 (as such reports, schedules, forms, statements and documents have been amended since the time of their filingother documents, collectivelyincluding any financial statements or schedules included therein, are referred to as the "Company SEC Documents"). As of their respective dates, or if amended prior to the date hereof, as of the date of the last such amendment, the SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such The Company SEC Documents, and none of at the SEC Documents when time filed, or as so amended, contained (a) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleadingmisleading and (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. Except to the extent revised or superseded by a subsequently filed Company Filed SEC Document (as defined in Section 4.07) (a copy of which has been made available to Parent prior to the date hereof), the Company SEC Documents, considered as a whole as of their date, do not contain an untrue statement of a material fact or omit to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading (it being understood that the foregoing does not cover future events resulting from public announcement of the Offer and the Merger). The financial statements of the Company included in the Company SEC Documents comply as to form, as of their respective date of filing with the SEC, form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles ("GAAP") (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto)thereto or, in the case of the unaudited statements, as permitted by Forms 10-Q and 8-K of the SEC) and fairly present (subject, in all material respects the case of the unaudited statements, to normal, recurring audit adjustments) the consolidated financial position of the Company and its consolidated subsidiaries as of at the dates thereof and the consolidated statement results of earnings, their operations and cash flows and shareholders' equity for the periods then ended (subject, in the case of unaudited statements, to normal recurring year-end audit adjustments). Except as set forth in the SEC Documents filed prior to the date of this Agreement and except for liabilities and obligations that are not material to the Company as a whole, neither the Company nor any Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which have been incurred or shall have arisen prior to September 30, 1998ended.