Common use of Securities Filings Clause in Contracts

Securities Filings. (a) The Company has made available to Purchaser true and complete copies of (i) its Annual Reports on Form 10-K for the years ended January 3, 1999, December 28, 1997 and December 29, 1996 as filed with the SEC, (ii) its proxy statements relating to all of the meetings of shareholders (whether annual or special) of the Company since December 29, 1996, as filed with the SEC, and (iii) all other reports, statements and registration statements and amendments thereto (including, without limitation, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as amended) filed by the Company with the SEC since December 29, 1996. The reports and statements set forth in clauses (i) through (iii) above, and those subsequently provided or required to be provided pursuant to this Section 2.7, are referred to collectively herein as the "Company Securities Filings." As of their respective dates, and as of the date of the last amendment thereof, if amended after filing, none of the Company Securities Filings contained or, as to the Company Securities Filings subsequent to the date hereof, will contain, any untrue statement of a material fact or omitted or, as to the Company Securities Filings subsequent to the date hereof, will omit, to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the Company Securities Filings at the time of filing and as of the date of the last amendment thereof, if amended after filing, complied or, as to the Company Securities Filings subsequent to the date hereof, will comply in all material respects with the Securities Exchange Act or the Securities Act, as applicable.

Securities Filings. (a) The Company Purchaser has made available to Purchaser the Company true and complete copies of (i) its Annual Reports on Form 10-K for the years year ended January 3December 31, 19991998, December 28, 1997 and December 29, 1996 as filed with the SEC, (ii) its proxy statements relating to all of the meetings of shareholders (whether annual or special) of the Company Purchaser since December 2931, 19961998, as filed with the SEC, and (iii) all other reports, statements and registration statements and amendments thereto (including, without limitation, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as amended) filed by the Company Purchaser with the SEC since December 2931, 19961998. The reports and statements set forth in clauses (i) through (iii) above, and those subsequently provided or required to be provided pursuant to this Section 2.73.6, are referred to collectively herein as the "Company Purchaser Securities Filings." As of their respective dates, and or as of the date of the last amendment thereof, if amended after filing, none of the Company Purchaser Securities Filings contained or, as to the Company Purchaser Securities Filings subsequent to the date hereof, will contain, any untrue statement of a material fact or omitted or, as to the Company Purchaser Securities Filings subsequent to the date hereof, will omit, to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the Company Purchaser Securities Filings at the time of filing and or as of the date of the last amendment thereof, if amended after filing, complied or, as to the Company Purchaser Securities Filings subsequent to the date hereof, will comply in all material respects with the Securities Exchange Act or the Securities Act, as applicable.

Securities Filings. (a) Since December 31, 1998, the Company has timely filed all reports required to be filed with (i) the SEC pursuant to the Securities Act (as hereinafter defined) or the Securities Exchange Act and (ii) securities regulators in the United Kingdom (the “UK” under applicable securities Laws of the UK. Such reports and those subsequently provided or required to be provided pursuant to this Section 2.7, pursuant to applicable rules and regulations of the SEC or pursuant to applicable UK securities Laws, are referred to collectively herein as the “Company Securities Filings.” The Company has made available to Purchaser true and complete copies of (i) its Annual Reports on Form 10-K for the years ended January 3December 31, 19992000, December 282001 and 2002, 1997 and December 29, 1996 as filed with the SEC, (ii) its proxy statements relating to all of the meetings of shareholders stockholders (whether annual or special) of the Company since December 29January 1, 19962001, as filed with the SEC, and (iii) all other reports, statements and registration statements and amendments thereto (including, without limitation, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as amended) filed by the Company with the SEC since December 29January 1, 19962001. The reports and statements set forth in clauses (i) through (iii) above, and those subsequently provided or required to be provided pursuant to this Section 2.7, are referred to collectively herein as the "Company Securities Filings." As of their respective dates, and or as of the date of the last amendment thereof, if amended after filing, none of the Company Securities Filings (including, but not limited to, any financial statements or schedules included or incorporated by reference therein) contained or, as to the Company Securities Filings subsequent to the date hereof, will contain, any untrue statement of a material fact or omitted or, as to the Company Securities Filings subsequent to the date hereof, will omit, to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each As of their respective dates, the Company Securities Filings at made in the time of filing and as of the date of the last amendment thereof, if amended after filing, United States complied or, as to the Company Securities Filings subsequent to the date hereof, will comply in all material respects with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Securities Exchange Act Act, or the Securities Xxxxxxxx-Xxxxx Act, as applicablethe case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company Securities Filings and, in the case of Company Securities Filings, if any, made in the UK, such Company Securities Filings complied in all material respects with the requirements of applicable UK securities Laws, in each case, that were in effect as of the date of filing thereof.

Securities Filings. The Company and, to the extent applicable, each of its then or current Company Subsidiaries, has filed all forms, reports, statements and documents required to be filed with the SEC since October 1996, each of which has complied in all material respects with the applicable requirements of the Securities Act (aas hereinafter defined) or the Securities Exchange Act, each as in effect on the date so filed. The Company has made available to Purchaser Parent true and complete copies of (i) its Annual Reports on Form 10-K K, as amended, for the years ended January 3, 1999, December 28, 1997 and December 2931, 1996 and 1997, as filed with the SEC, (ii) its proxy statements relating to all of the meetings of shareholders stockholders (whether annual or special) of the Company since December 29, October 1996, as filed with the SEC, and (iii) all other reports, statements and registration statements and amendments thereto (including, without limitation, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as amended) filed by the Company with the SEC since December 29October 1996 and prior to the date hereof (collectively, 1996the "Company Filed Documents"). The reports and statements set forth in clauses (i) through (iii) above, and those subsequently provided or required to be provided filed or furnished to stockholders pursuant to this Section 2.7the Securities Exchange Act subsequent to the date hereof, collectively with the Company Filed Documents, are referred to collectively herein as the "Company Securities Filings." As of their respective dates, and or as of the date of the last amendment thereof, if amended after filing, none of the Company Securities Filings contained or, as to the Company Securities Filings subsequent to the date hereof, will contain, any untrue statement of a material fact or omitted or, as to the Company Securities Filings subsequent to the date hereof, will omit, to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each The Company has heretofore furnished or made available to Parent a complete and correct copy of any amendments or modifications which have not yet been filed with the SEC to executed agreements, documents or other instruments which previously had been filed by the Company Securities Filings at with the time of filing and as of the date of the last amendment thereof, if amended after filing, complied or, as SEC pursuant to the Company Securities Filings subsequent to the date hereof, will comply in all material respects with the Securities Exchange Act or the Securities Exchange Act, as applicable.

Securities Filings. (a) The Company has made available to Purchaser true and complete copies of (i) its Annual Reports on Form 10-K for the years ended January 3, 1999, December 28, 1997 and December 29, 1996 as filed with the SEC, (ii) its proxy statements relating to all of the meetings of shareholders (whether annual or special) of the Company since December 29, 1996, as filed with the SEC, and (iii) all other reports, statements and registration statements and amendments thereto (including, without limitation, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as amended) filed by the Company with the SEC since December 29, 1996. The reports and statements set forth in clauses (i) through (iii) above, and those subsequently provided or required to be provided pursuant to this Section 2.7, are referred to collectively herein as the "Company Securities Filings." As of their respective dates, and or as of the date of the last amendment thereof, if amended after filing, none of the Company Securities Filings contained or, as to the Company Securities Filings subsequent to the date hereof, will contain, any untrue statement of a material fact or omitted or, as to the Company Securities Filings subsequent to the date hereof, will omit, to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the Company Securities Filings at the time of filing and or as of the date of the last amendment thereof, if amended after filing, complied or, as to the Company Securities Filings subsequent to the date hereof, will comply in all material respects with the Securities Exchange Act or the Securities Act, as applicable.

Securities Filings. (a) The Company Purchaser has made available to Purchaser the Company true and complete copies of (i) its Annual Reports on Form 10-K for the years year ended January 3, 1999, December 28, 1997 and December 29, 1996 as filed with the SEC, (ii) its proxy statements relating to all of the meetings of shareholders (whether annual or special) of the Company Purchaser since December 2931, 19961998, as filed with the SEC, and (iii) all other reports, statements and registration statements and amendments thereto (including, without limitation, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as amended) filed by the Company Purchaser with the SEC since December 2931, 1996. 1998, The reports and statements set forth in clauses (i) through (iii) above, and those subsequently provided or required to be provided pursuant to this Section 2.73.7, are referred to collectively herein as the "Company Purchaser Securities Filings." As of their respective dates, and or as of the date of the last amendment thereof, if amended after filing, none of the Company Purchaser Securities Filings contained or, as to the Company Purchaser Securities Filings subsequent to the date hereof, will contain, any untrue statement of a material fact or omitted or, as to the Company Purchaser Securities Filings subsequent to the date hereof, will omit, to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the Company Purchaser Securities Filings at the time of filing and or as of the date of the last amendment thereof, if amended after filing, complied or, as to the Company Purchaser Securities Filings subsequent to the date hereof, will comply in all material respects with the Securities Exchange Act or the Securities Act, as applicable.

Securities Filings. (a) The Company has made available to Purchaser Parent true and complete copies of (ia) its Annual Reports on Form 10-K K, as amended, for the three fiscal years ended January 3March 31, 1999, December 28, 1997 and December 29, 1996 as filed with the SECSEC (the "1999 10-K"), (iib) its proxy statements relating to all of the meetings of shareholders stockholders (whether annual or special) of the Company since December 2913, 19961995, as filed with the SEC, (c) its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 1999 as filed on November 15, 1999 as set forth in Schedule 2.9(a)(ii) (the "Form 10-Q"), and (iiid) all other reports, statements and registration statements and amendments thereto (including, without limitation, Quarterly Reports on Form 10-Q Q, as amended, and Current Reports on Form 8-K, as amended) filed by the Company with the SEC since December 29January 1, 19961996 and prior to the date hereof. The reports and statements set forth in clauses (ia) through (iiic) above, and those subsequently provided or required to be provided pursuant to this Section 2.70, are referred to collectively herein as the "Company Securities Filings." As Except as set forth in Schedule 2.7 of the Company Disclosure Letter, as of their respective dates, and or as of the date of the last amendment thereof, if amended after filingfiling and prior to the date hereof, each of the Company Securities Filings was prepared in all material respects in accordance with the requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the "Exchange Act"), as the case may be, and none of the Company Securities Filings contained or, as to the Company Securities Filings subsequent to the date hereof, will contain, any untrue statement of a material fact or omitted or, as to the Company Securities Filings subsequent to the date hereof, will omit, to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the Company Securities Filings at the time of filing and as of the date of the last amendment thereof, if amended after filing, complied or, as to the Company Securities Filings subsequent to the date hereof, will comply in all material respects with the Securities Exchange Act or the Securities Act, as applicable.

Securities Filings. (a) The Company has made available timely filed with or furnished to Purchaser true the SEC all reports, schedules, registration statements, definitive proxy statements, exhibits, and other filings and materials that Company has been required to file or furnish under the Securities Act or the Exchange Act, or the rules and regulations promulgated thereunder, since (and including) January 1, 2019 (collectively, the “Company Securities Filings”). True, correct, and complete copies of (i) its Annual Reports on Form 10-K for the years ended January 3Company Securities Filings are publicly available in the Electronic Data Gathering, 1999, December 28, 1997 Analysis and December 29, 1996 as filed with Retrieval database of the SEC, (ii) its proxy statements relating to all of the meetings of shareholders (whether annual or special) of the Company since December 29, 1996, as filed with the SEC, and (iii) all other reports, statements and registration statements and amendments thereto (including, without limitation, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as amended) filed by the Company with the SEC since December 29, 1996. The reports and statements set forth in clauses (i) through (iii) above, and those subsequently provided or required to be provided pursuant to this Section 2.7, are referred to collectively herein as the "Company Securities Filings." As of their respective datesdates of filing with or furnishing to the SEC (or, and if amended or superseded by a subsequent filing prior to the date hereof, as of the date of the last amendment thereof, if amended after such subsequent filing), none of the Company Securities Filings contained or, as to the Company Securities Filings subsequent to the date hereof, will contain, any untrue statement of a material fact or omitted or, as to the Company Securities Filings subsequent to the date hereof, will omit, 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. Each As of their respective dates of filing with or furnishing to the SEC (or, if amended or superseded by a subsequent filing prior to the date hereof, as of the date of such subsequent filing), the Company Securities Filings complied in all material respects with applicable requirements of the Securities Act and/or the Exchange Act, as the case may be, and the rules and regulations promulgated thereunder applicable to such Company Securities Filings. As of the date of this Agreement, there are no outstanding comments from or material unresolved issues raised by the SEC with respect to any of the Company Securities Filings at filed with or furnished to the time of filing and as of SEC prior to the date of this Agreement. None of the last amendment thereofSubsidiaries of Company file, if amended after filingor since January 1, complied or2019, as have been required to file any reports, registration statements, or other filings pursuant to the Company Securities Filings subsequent to the date hereof, will comply in all material respects with the Securities Exchange Act or the Securities Exchange Act, as applicable.

Securities Filings. The Company has timely filed all forms, reports, statements and documents required to be filed with the SEC since December 31, 2000, each of which has complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (athe "Securities Act") or the Securities Exchange Act, each as in effect on the date so filed. The Company has made available to Purchaser Parent true and complete copies of (i) its Annual Reports on Form 10-K K, as amended, for the years ended January 3December 31, 19991998, December 281999 and 2000, 1997 and December 29, 1996 as filed with the SEC, (ii) its proxy statements relating to all of the meetings of shareholders stockholders (whether annual or special) of the Company since December 29January 1, 19961998, as filed with the SEC, and (iii) all other reports, statements and registration statements and amendments thereto (including, without limitation, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as amended) filed by the Company with the SEC since December 29January 1, 19961998, and prior to the date hereof (collectively, the "Company Filed Documents"). The reports and statements set forth in clauses (i) through (iii) above, and those subsequently provided or required to be provided filed or furnished to stockholders pursuant to this Section 2.7the Securities Exchange Act subsequent to the date hereof through the Effective Time, collectively with the Company Filed Documents, are referred to collectively herein as the "Company Securities Filings." As of their respective dates, and or as of the date of the last amendment thereof, if amended after filing, none of the Company Securities Filings contained or, as to the Company Securities Filings subsequent to the date hereof, will contain, any untrue statement of a material fact or omitted or, as to the Company Securities Filings subsequent to the date hereofhereof through the Effective Time, will omit, to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each The Company has heretofore furnished or made available to Parent a complete and correct copy of any amendments or modifications which have not yet been filed with the SEC to executed agreements, documents or other instruments which previously had been filed by the Company Securities Filings at with the time of filing and as of the date of the last amendment thereof, if amended after filing, complied or, as SEC pursuant to the Company Securities Filings subsequent to the date hereof, will comply in all material respects with the Securities Exchange Act or the Securities Exchange Act, as applicable.

Securities Filings. (a) The Company ERS has made all filings with the SEC that it has been required to make under the Securities Act, and the rules and regulations promulgated thereunder, and the Exchange Act, and the rules and regulations promulgated thereunder. ERS has provided or made available to Purchaser true Holdco and Merger Sub complete and correct copies of all reports, registration statements, final prospectuses, definitive proxy statements and other filings made by ERS with the SEC, including all exhibits to such filings, since January 1, 1999 (i) its all such documents that have been filed with the SEC, as amended, hereinafter referred to as the "SEC Documents"), including, without limitation, ERS's Annual Reports Report on Form 10-K for the years fiscal year ended January 3December 31, 1999, December 28, 1997 and December 29, 1996 as filed with the SEC, (ii) its proxy statements relating to all of the meetings of shareholders (whether annual or special) of the Company since December 29, 19962000, as filed with the SECSEC on April 2, 2001, and (iii) all other reportsAmendment No. 1 thereto on Form 10K/A, statements as filed with the SEC on April 24, 2001, ERS' Current Report on Form 8-K dated May 2, 2001, as filed with the SEC on such date, and registration statements and amendments thereto (including, without limitation, ERS' Quarterly Reports Report on Form 10-Q and Current Reports on Form 8-Kfor the three months ended March 31, 2001, as amended) filed by the Company with the SEC since December 29on May 21, 19962001. The reports and statements set forth SEC Documents comply in clauses (i) through (iii) aboveall material respects with the requirements of the Securities Act or the Exchange Act, and those subsequently provided or required to be provided pursuant to this Section 2.7, are referred to collectively herein as the "Company Securities Filings." As case may be, and, to the knowledge (as hereinafter defined) of their respective datesERS, and neither any of the SEC Documents (as of the date of their respective filing with the last amendment thereofSEC), if amended after filingor any information relating to ERS contained in this Agreement, none of the Company Securities Filings contained or, as to the Company Securities Filings subsequent to the date hereof, will contain, contains any untrue statement of a material fact or omitted or, as to the Company Securities Filings subsequent to the date hereof, will omit, omits to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the Company Securities Filings at the time of filing and as of the date of the last amendment thereof, if amended after filing, complied or, as to the Company Securities Filings subsequent to the date hereof, will comply in all material respects with the Securities Exchange Act or the Securities Act, as applicable.

Securities Filings. (a) The Company has made available to Purchaser Parent true and complete copies of (i) its i)its Annual Reports Report on Form 10-K K, for the years year ended January 3December 31, 19991997, December 28, 1997 and December 29, 1996 as filed with the SEC, (ii) its proxy statements relating to all of the meetings of shareholders stockholders (whether annual or special) of the Company since December 29January 1, 1996, 1996 as filed with the SEC, and (iii) all other reports, statements and registration statements and amendments thereto (including, without limitation, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as amended) filed by the Company with the SEC since December 29January 1, 19961998. The reports and statements set forth in clauses (i) through (iii) above, and those subsequently provided or required to be provided pursuant to this Section SECTION 2.7, are referred to collectively herein as the "Company Securities FilingsCOMPANY SECURITIES FILINGS." As Except as set forth in Section 2.7 of the Company Disclosure Letter, as of their respective dates, and or as of the date of the last amendment thereof, if amended after filing, the Company Securities Filings (i) were prepared in all material respects in accordance with the requirements of the Securities Act of 1933, as amended (the "SECURITIES ACT") and the rules and regulations promulgated thereunder, or the Securities Exchange Act, as the case may be, and none of the Company Securities Filings contained or, as to the Company Securities Filings subsequent to the date hereof, will contain, any untrue statement of a material fact or omitted or, as to the Company Securities Filings subsequent to the date hereof, will omit, to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the Company Securities Filings at the time of filing and as of the date of the last amendment thereof, if amended after filing, complied or, as to the Company Securities Filings subsequent to the date hereof, will comply in all material respects with the Securities Exchange Act or the Securities Act, as applicable.

Securities Filings. (a) Since December 31, 1998, the Company has timely filed all reports required to be filed with (i) the SEC pursuant to the Securities Act (as hereinafter defined) or the Securities Exchange Act and (ii) securities regulators in the United Kingdom (the "UK" under applicable securities Laws of the UK. Such reports and those subsequently provided or required to be provided pursuant to this Section 2.7, pursuant to applicable rules and regulations of the SEC or pursuant to applicable UK securities Laws, are referred to collectively herein as the "Company Securities Filings." The Company has made available to Purchaser true and complete copies of (i) its Annual Reports on Form 10-K for the years ended January 3December 31, 19992000, December 282001 and 2002, 1997 and December 29, 1996 as filed with the SEC, (ii) its proxy statements relating to all of the meetings of shareholders stockholders (whether annual or special) of the Company since December 29January 1, 19962001, as filed with the SEC, and (iii) all other reports, statements and registration statements and amendments thereto (including, without limitation, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as amended) filed by the Company with the SEC since December 29January 1, 19962001. The reports and statements set forth in clauses (i) through (iii) above, and those subsequently provided or required to be provided pursuant to this Section 2.7, are referred to collectively herein as the "Company Securities Filings." As of their respective dates, and or as of the date of the last amendment thereof, if amended after filing, none of the Company Securities Filings (including, but not limited to, any financial statements or schedules included or incorporated by reference therein) contained or, as to the Company Securities Filings subsequent to the date hereof, will contain, any untrue statement of a material fact or omitted or, as to the Company Securities Filings subsequent to the date hereof, will omit, to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each As of their respective dates, the Company Securities Filings at made in the time of filing and as of the date of the last amendment thereof, if amended after filing, United States complied or, as to the Company Securities Filings subsequent to the date hereof, will comply in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act Act, or the Securities Sarbanes-Oxley Act, as applicablethe case may be, and the rules and regulations xx xxx XXX xxomulgated thereunder applicable to such Company Securities Filings and, in the case of Company Securities Filings, if any, made in the UK, such Company Securities Filings complied in all material respects with the requirements of applicable UK securities Laws, in each case, that were in effect as of the date of filing thereof.

Securities Filings. (a) The Company Purchaser has made available to Purchaser Seller or to the public generally true and complete copies of (i) its Annual Reports Report on Form 10-K K, as amended, for the years year ended January 3June 30, 19992000, December 28, 1997 and December 29, 1996 as filed with the SEC, (ii) its proxy statements relating to all of the meetings of shareholders (whether annual or special) of the Company since Purchaser on September 7, 2000 and December 2912, 19962000, as filed with the SEC, and (iii) all other reports, statements and registration statements and amendments thereto (including, without limitation, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as amendedQ) filed by the Company Purchaser with the SEC since December 29September 30, 19961999. The reports and statements set forth in clauses (i) through (iii) ), above, and those subsequently provided or required to be provided pursuant to this Section 2.7Section, are referred to collectively herein as the "Company “Securities Filings." ” As of their respective dates, and as of the date of the last amendment thereof, if amended after filing, none of the Company Securities Filings contained or, as to the Company Securities Filings subsequent to the date hereof, or will contain, contain any untrue statement of a material fact fact, or omitted or, as to the Company Securities Filings subsequent to the date hereof, or will omit, to state omit a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, therein not misleading. Each of the Company Securities Filings at the time of filing and as of the date of the last amendment thereof, if amended after filing, complied or, as to the Company Securities Filings subsequent to the date hereof, or will comply in all material respects with the Securities Exchange Act or the Securities Act, as applicable. There is no Action or Proceeding pending or, to the knowledge of Purchaser, threatened against Purchaser or any of its subsidiaries, any officer, director, employee or agent thereof, in his or her capacity as such, or as a fiduciary with respect to any Benefit Plan or otherwise relating to Purchaser or any of its subsidiaries or the securities of any of them, or any properties or rights of Purchaser or any of its subsidiaries or any Benefit Plan which is required to be described in any Securities Filing that is not so described. As of the date hereof, no event has occurred as a consequence of which Purchaser would be required to file a Current Report on Form 8-K pursuant to the requirements of the Securities Exchange Act as to which such a report has not been timely filed with the SEC. Any reports, statements and registration statements and amendments thereof (including, without limitation, Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as amended) filed by Purchaser with the SEC after the date hereof shall be provided to Seller on the date of such filing.

Securities Filings. (a) The Company has made available to Purchaser Parent true and complete copies of (i) its Annual Reports Report on Form 10-K and 10-K/A for the years Fiscal Year ended January 3June 30, 1999, December 28, 1997 and December 29, 1996 as filed with the SEC, (ii) its proxy statements relating to all of the meetings of shareholders (whether annual or special) of the Company since December 29July 1, 1996, 1996 as filed with the SEC, and (iii) all other reports, statements and registration statements and amendments thereto (including, without limitation, Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, in each case as amended) filed by the Company with the SEC since December 29July 1, 1996. The reports and statements set forth in clauses (i) through (iii) above, and those subsequently provided or required to be provided pursuant to this Section SECTION 2.7, are referred to collectively herein as the "Company Securities FilingsCOMPANY SECURITIES FILINGS." As Except as set forth in Section 2.7 of the Company Disclosure Letter, as of their respective dates, and or as of the date of the last amendment thereof, if amended after filing, the Company Securities Filings (i) were prepared in all material respects in accordance with the requirements of the Securities Act of 1933, as amended (the "SECURITIES ACT") and the rules and regulations promulgated thereunder, or the Securities Exchange Act, as the case may be, and none of the Company Securities Filings contained or, as to the Company Securities Filings subsequent to the date hereof, will contain, any untrue statement of a material fact or omitted or, as to the Company Securities Filings subsequent to the date hereof, will omit, to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the Company Securities Filings at the time of filing and as of the date of the last amendment thereof, if amended after filing, complied or, as to the Company Securities Filings subsequent to the date hereof, will comply in all material respects with the Securities Exchange Act or the Securities Act, as applicable.

Securities Filings. (a) The Company has made available to Purchaser Parent true and complete copies of (i) its Annual Reports on Form 10-K K, as amended, for the years ended January 3December 31, 19991994, December 281995 and 1996, 1997 and December 29, 1996 as filed with the SEC, (ii) its proxy statements relating to all of the meetings of shareholders stockholders (whether annual or special) of the Company since December 29January 1, 19961995, as filed with the SEC, and (iii) all other reports, statements and registration statements and amendments thereto (including, without limitation, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as amended) filed by the Company with the SEC since December 29January 1, 19961997. The reports and statements set forth in clauses (i) through (iii) above, and those subsequently provided or required to be provided pursuant to this Section SECTION 2.7, are referred to collectively herein as the "Company Securities FilingsCOMPANY SECURITIES FILINGS." As of their respective dates, and or as of the date of the last amendment thereof, if amended after filing, the Company Securities Filings (i) were prepared in all material respects in accordance with the requirements of the Securities Act of 1933, as amended (the "SECURITIES ACT") and the rules and regulations promulgated thereunder, or the Exchange Act, as the case may be, and none of the Company Securities Filings contained or, as to the Company Securities Filings subsequent to the date hereof, will contain, any untrue statement of a material fact or omitted or, as to the Company Securities Filings subsequent to the date hereof, will omit, to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the Company Securities Filings at the time of filing and as of the date of the last amendment thereof, if amended after filing, complied or, as to the Company Securities Filings subsequent to the date hereof, will comply in all material respects with the Securities Exchange Act or the Securities Act, as applicable.

Securities Filings. (a) The Company has made available to Purchaser true and complete copies of (i) its Annual Reports on Form 10-K for the years ended January 3, 1999, December 28, 1997 and December 29, 1996 as filed with the SEC, (ii) its proxy statements relating to all of the meetings of shareholders (whether annual or special) of the Company since December 29, 1996, as filed with the SEC, and (iii) all other reports, statements and registration statements and amendments thereto (including, without limitation, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as amended) filed by the Company with the SEC since December 29, 1996. The reports and statements set forth in clauses (i) through (iii) above, and those subsequently provided or required to be provided pursuant to this Section 2.7, are referred to collectively herein as the "Company Securities Filings." As of their respective dates, and or as of the date of the last amendment thereof, if amended after filing, none of the Company Securities Filings (including all schedules thereto and disclosure documents incorporated by reference therein), contained or, as to the Company Securities Filings subsequent to the date hereof, will contain, any untrue statement of a material fact or omitted or, as to the Company Securities Filings subsequent to the date hereof, will omit, to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the Company Securities Filings was filed in a timely manner and at the time of filing and or as of the date of the last amendment thereof, if amended after filing, complied or, as to the Company Securities Filings subsequent to the date hereof, will comply in all material respects with the Securities Exchange Act or Act, the Securities Act, the Communications Act or other applicable Law except those failures to timely file or comply which do not or will not, individually or in the aggregate, constitute a Company Material Adverse Effect. The term "Security Filings" means (i) the Company's and Citadel Broadcasting Company's ("CBC") Annual Reports on Form 10-K, as amended, for the years ended December 31, 1998 and 1999, as filed with the SEC, (ii) the Company's proxy statements relating to all of the meetings of stockholders (whether annual or special) of the Company since January 1, 1998, as filed with the SEC and (iii) all other reports, statements and registration statements and amendments thereto (including, without limitation, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as amended) filed by the Company or CBC, as applicable., with the SEC since January 1, 1998, together with those reports or other documents of the

Securities Filings. Each of the Company and the ------------------ Operating Partnership has filed all required documents with the Securities and Exchange Commission (a"SEC") The Company has made available to Purchaser true and complete copies of (i) its since January 1, 1997 including, without limitation, the Annual Reports Report on Form 10-K for the years year ended January 3, 1999, December 28, 1997 and December 2931, 1996 as filed with the SEC, (ii) its proxy statements relating to all of the meetings of shareholders (whether annual or special) of the Company since December 29and the Operating Partnership (collectively, 1996, as filed with the SEC, "SEC Documents"). To the knowledge of the Company and Operating Partnership (defined and limited for purposes of Paragraphs 14(b)(iii) and (iiiiv) all other reportsas information contained in any actual notice received by Company or the Operating Partnership or information within the actual knowledge of Xxxxxxx X. Xxxxxxxx, statements Xxxxxx X. August, Xxxx Xxxxx and registration statements and amendments thereto (includingXxxx Xxxxxx, without limitation, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as amended) filed by the Company with the SEC since December 29, 1996. The reports and statements set forth in clauses (i) through (iii) above, and those subsequently provided or required to be provided pursuant to this Section 2.7, are referred to collectively herein as the "Company Securities Filings." As of their respective dates, and as the SEC Documents complied in all material respects with the requirements of the date of Securities Act or Exchange Act, as the last amendment thereofcase may be, if amended after filingand, at the respective times they were filed, none of the Company Securities Filings SEC Documents contained or, as to the Company Securities Filings subsequent to the date hereof, will contain, any untrue statement of a material fact or omitted or, as to the Company Securities Filings subsequent to the date hereof, will omit, to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each , (ii) the consolidated financial statements (including any notes thereto) of the Company Securities Filings at included in the time of filing and as of the date of the last amendment thereof, if amended after filing, SEC Documents complied or, as to the Company Securities Filings subsequent to the date hereof, will comply form in all material respects with applicable accounting requirements and the Securities Exchange Act or published rules and regulations of the Securities ActSEC with respect thereto, were prepared in accordance with generally accepted accounting principles (except, in the case of the unaudited statements, as applicablepermitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly presented in all material respects the consolidated financial position of the Company as at the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein), and (iii) except as disclosed in the SEC Documents or as required by generally accepted accounting principles, the Company has not, since September 30, 1997, made any material change in the accounting practices or policies applied in the preparation of financial statements.

Securities Filings. (a) The Company has made available to Purchaser Parent true and complete copies of (i) its Annual Reports Report on Form 10-K for the years fiscal year ended January 3March 31, 19992001, December 28, 1997 and December 29, 1996 as filed with the SEC, (ii) its proxy statements relating to all of the meetings of shareholders (whether annual or special) of the Company since December 29July 1, 1996, 1996 as filed with the SEC, and (iii) all other reports, statements and registration statements and amendments thereto (including, without limitationincluding Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, in each case as amended) filed by the Company with the SEC since December 29July 1, 1996. The reports and statements set forth in clauses (i) through (iii) above, and those subsequently provided or required to be provided pursuant to this Section 2.7, are referred to collectively herein as the "Company Securities Filings." As Except as set forth in Section 2.7 of the Company Disclosure Letter, as of their respective dates, and or as of the date of the last amendment thereofamendment, if amended after filing, the Company Securities Filings were prepared in all material respects in accordance with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the rules and regulations promulgated thereunder, or the Securities Exchange Act, as the case may be, and none of the Company Securities Filings contained or, as to the Company Securities Filings subsequent to the date hereofof this Agreement, will contain, any untrue statement of a material fact or omitted or, as to the Company Securities Filings subsequent to the date hereofof this Agreement, will omit, to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the Company Securities Filings at the time of filing and as of the date of the last amendment thereof, if amended after filing, complied or, as to the Company Securities Filings subsequent to the date hereof, will comply in all material respects with the Securities Exchange Act or the Securities Act, as applicable.

Securities Filings. Since April 14, 2005, NDC has filed all reports, schedules, forms, statements and other documents required to be filed by it with the Commission pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (athe “Exchange Act”) The Company (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “SEC Documents”). NDC has made available delivered to Purchaser true Stratos and to the Stratos Securities Holders or their respective representatives true, correct and complete copies of (i) its Annual Reports on Form 10-K for the years ended January 3, 1999, December 28, 1997 and December 29, 1996 as filed with the SEC, (ii) its proxy statements relating to all of the meetings of shareholders (whether annual or special) of the Company since December 29, 1996, as filed with the SEC, and (iii) all other reports, statements and registration statements and amendments thereto (including, without limitation, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as amended) filed by the Company with the SEC since December 29, 1996Documents not available on the EXXXX system. The reports and statements set forth in clauses (i) through (iii) above, and those subsequently provided or required to be provided pursuant to this Section 2.7, are referred to collectively herein as the "Company Securities Filings." As of their respective dates, and as the SEC Documents complied in all material respects with the requirements of the date Exchange Act and the rules and regulations of the last amendment thereofCommission promulgated thereunder applicable to the SEC Documents, if amended after filing, and none of the Company Securities Filings SEC Documents, at the time they were filed with the Commission, contained or, as to the Company Securities Filings subsequent to the date hereof, will contain, any untrue statement of a material fact or omitted or, as to the Company Securities Filings subsequent to the date hereof, will omit, to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each As of their respective dates, the Company Securities Filings at financial statements of NDC included in the time of filing and as of the date of the last amendment thereof, if amended after filing, SEC Documents complied or, as to the Company Securities Filings subsequent to the date hereof, will comply form in all material respects with applicable accounting requirements and the Securities Exchange Act published rules and regulations of the Commission with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the Securities Actnotes 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 financial position of NDC as applicableof the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).

Securities Filings. (a) The Each of the Company and the Operating ------------------ Partnership has made available to Purchaser true and complete copies of (i) its filed all required documents with the SEC since January 1, 1997 including, without limitation, the Annual Reports Report on Form 10-K for the years year ended January 3, 1999, December 28, 1997 and December 2931, 1996 as filed with the SEC, (ii) its proxy statements relating to all of the meetings of shareholders (whether annual or special) of the Company since December 29and the Operating Partnership (collectively, 1996, as filed with the SEC, and (iii) all other reports, statements and registration statements and amendments thereto (including, without limitation, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as amended) filed by "SEC Documents"). To the knowledge of the Company with and Operating Partnership (defined and limited for purposes of this Section 4.6 and Section 4.7 as --------------------------- information contained in any actual notice received by Company or the SEC since December 29Operating Partnership or information within the actual knowledge of Xxxxxxx X. Xxxxxxxx, 1996. The reports and statements set forth in clauses Xxxxxx X. August and/or Xxxxxxx X. Xxxxxxx), (i) through (iii) above, and those subsequently provided or required to be provided pursuant to this Section 2.7, are referred to collectively herein as the "Company Securities Filings." As of their respective dates, and as the SEC Documents complied in all material respects with the requirements of the date of Securities Act or Exchange Act, as the last amendment thereofcase may be, if amended after filingand, at the respective times they were filed, none of the Company Securities Filings SEC Documents contained or, as to the Company Securities Filings subsequent to the date hereof, will contain, any untrue statement of a material fact or omitted or, as to the Company Securities Filings subsequent to the date hereof, will omit, to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each , (ii) the consolidated financial statements (including any notes thereto) of the Company Securities Filings at included in the time of filing and as of the date of the last amendment thereof, if amended after filing, SEC Documents complied or, as to the Company Securities Filings subsequent to the date hereof, will comply form in all material respects with applicable accounting requirements and the Securities Exchange Act or published rules and regulations of the Securities ActSEC with respect thereto, were prepared in accordance with generally accepted accounting principles (except, in the case of the unaudited statements, as applicablepermitted by From 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly presented in all material respects the consolidated financial position of the Company as at the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein), and (iii) except as disclosed in the SEC Documents or as required by generally accepted accounting principles, the Company has not, since June 30, 1997, made any material change in the accounting practices or policies applied in the preparation of financial statements.

Securities Filings. The Company has timely filed all forms, reports, statements and documents required to be filed with the SEC since December 31, 2000, each of which has complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (athe “Securities Act”) or the Securities Exchange Act, each as in effect on the date so filed. The Company has made available to Purchaser Parent true and complete copies of (i) its Annual Reports on Form 10-K K, as amended, for the years ended January 3December 31, 19991998, December 281999 and 2000, 1997 and December 29, 1996 as filed with the SEC, (ii) its proxy statements relating to all of the meetings of shareholders stockholders (whether annual or special) of the Company since December 29January 1, 19961998, as filed with the SEC, and (iii) all other reports, statements and registration statements and amendments thereto (including, without limitation, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as amended) filed by the Company with the SEC since December 29January 1, 19961998, and prior to the date hereof (collectively, the “Company Filed Documents”). The reports and statements set forth in clauses (i) through (iii) above, and those subsequently provided or required to be provided filed or furnished to stockholders pursuant to this Section 2.7the Securities Exchange Act subsequent to the date hereof through the Effective Time, collectively with the Company Filed Documents, are referred to collectively herein as the "“Company Securities Filings." ” As of their respective dates, and or as of the date of the last amendment thereof, if amended after filing, none of the Company Securities Filings contained or, as to the Company Securities Filings subsequent to the date hereof, will contain, any untrue statement of a material fact or omitted or, as to the Company Securities Filings subsequent to the date hereofhereof through the Effective Time, will omit, to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each The Company has heretofore furnished or made available to Parent a complete and correct copy of any amendments or modifications which have not yet been filed with the SEC to executed agreements, documents or other instruments which previously had been filed by the Company Securities Filings at with the time of filing and as of the date of the last amendment thereof, if amended after filing, complied or, as SEC pursuant to the Company Securities Filings subsequent to the date hereof, will comply in all material respects with the Securities Exchange Act or the Securities Exchange Act, as applicable.

Securities Filings. (a) The Company Purchaser has made available to Purchaser Selling Shareholders true and complete copies of (i) its Annual Reports on Form 10-K K, for the years ended January 3December 31, 1999, December 282000 and 2001, 1997 and December 29, 1996 as filed with the SEC, (ii) its proxy statements relating to all of the meetings of shareholders (whether annual or special) of the Company Purchaser since December 29January 1, 19961999, as filed with the SEC, and (iii) all other reports, statements and registration statements and amendments thereto (including, without limitation, including Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as amended) filed by the Company Purchaser with the SEC since December 29January 1, 19961999. The reports and statements set forth in clauses (i) through (iii) above), and those subsequently provided or required to be provided pursuant to this Section 2.7, above are referred to collectively herein as the "Company Securities FilingsSEC Reports." As of their respective dates, and or as of the date of the last amendment thereof, if amended after filing, none of the Company Securities Filings SEC Reports (including all schedules thereto and disclosure documents incorporated by reference therein), contained or, as to the Company Securities Filings subsequent to the date hereof, will contain, any untrue statement of a material fact or omitted or, as to the Company Securities Filings subsequent to the date hereof, will omit, to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the Company Securities Filings SEC Reports at the time of filing and or as of the date of the last amendment thereof, if amended after filing, complied or, as to the Company Securities Filings subsequent to the date hereof, will comply in all material respects with the Securities Exchange Act or the Securities Act, as applicable. No event has occurred as a consequence of which Purchaser would be required to file a Current Report on Form 8-K pursuant to the requirements of the Securities Exchange Act as to which such a report has not been timely filed with the SEC.

Securities Filings. (a) The Company has made available to Purchaser true and complete copies of (i) its Annual Reports on Form 10-K for the years ended January 3, 1999, December 28, 1997 and December 29, 1996 as filed with the SEC, (ii) its proxy statements relating to all of the meetings of shareholders (whether annual or special) of the Company since December 29, 1996, as filed with the SEC, and (iii) all other reports, statements and registration statements and amendments thereto (including, without limitation, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as amended) filed by the Company with the SEC since December 29, 1996. The reports and statements set forth in clauses (i) through (iii) above, and those subsequently provided or required to be provided pursuant to this Section 2.7, are referred to collectively herein as the "Company Securities Filings." As of their respective dates, and or as of the date of the last amendment thereof, if amended after filing, none of the Company Securities Filings (including all schedules thereto and disclosure documents incorporated by reference therein), contained or, as to the Company Securities Filings subsequent to the date hereof, will contain, any untrue statement of a material fact or omitted or, as to the Company Securities Filings subsequent to the date hereof, will omit, to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the Company Securities Filings was filed in a timely manner and at the time of filing and or as of the date of the last amendment thereof, if amended after filing, complied or, as to the Company Securities Filings subsequent to the date hereof, will comply in all material respects with the Securities Exchange Act or Act, the Securities Act, the Communications Act or other applicable Law except those failures to timely file or comply which do not or will not, individually or in the aggregate, constitute a Company Material Adverse Effect. The term "SECURITY FILINGS" means (i) the Company's and Citadel Broadcasting Company's ("CBC") Annual Reports on Form 10-K, as amended, for the years ended December 31, 1998 and 1999, as filed with the SEC, (ii) the Company's proxy statements relating to all of the meetings of stockholders (whether annual or special) of the Company since January 1, 1998, as filed with the SEC and (iii) all other reports, statements and registration statements and amendments thereto (including, without limitation, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as amended) filed by the Company or CBC, as applicable, with the SEC since January 1, 1998, together with those reports or other documents of the type described in clauses (i) though (iii) above, subsequently provided or required to be provided pursuant to this Agreement.

Securities Filings. (a) The Company Parent has made available to Purchaser Company or to the public generally true and complete copies of (i) its Annual Reports Report on Form 10-K K, as amended, for the years year ended January 3June 30, 19992000, December 28, 1997 and December 29, 1996 as filed with the SEC, (ii) its proxy statements statement relating to all of the meetings meeting of shareholders (whether annual or special) of the Company since Parent on December 2912, 19962000, as filed with the SEC, and (iii) all other reports, statements and registration statements and amendments thereto (including, without limitation, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as amendedQ) filed by the Company Parent with the SEC since December 29September 30, 19961999. The reports and statements set forth in clauses (i) through (iii) ), above, and those any subsequently provided or required to be provided pursuant to this Section 2.7filed with the SEC, are referred to collectively herein as the "Company “Securities Filings." ” As of their respective dates, and as of the date of the last amendment thereof, if amended after filing, none of the Company Securities Filings contained or, as to the Company Securities Filings subsequent to the date hereof, or will contain, contain any untrue statement of a material fact fact, or omitted or, as to the Company Securities Filings subsequent to the date hereof, or will omit, to state omit a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, therein not misleading. Each To the knowledge of Parent, each of the Company Securities Filings at the time of filing and as of the date of the last amendment thereof, if amended after filing, complied or, as to the Company Securities Filings subsequent to the date hereof, or will comply in all material respects with the Securities Exchange Act or the Securities Act, as applicable. The financial statements contained in the Quarterly Report on Form 10-QSB for the quarter ended September 30, 2000 were prepared in accordance with GAAP and the books and records of Parent and fairly present the financial condition and results of operations of the Parent and its subsidiaries as of the date thereof and for the period covered thereby. Since September 30, 2000, except as disclosed in the Securities Filings, there has been no material adverse change in Parent’s or its subsidiaries’ financial condition results of operations or condition of its business taken as a whole, except Parent continues to experience losses consistent with its past history (and consistent with the impact of any acquisitions, mergers, or other comparable events undertaken by the Parent in the course of its business). There is no Action or Proceeding pending or, to the knowledge of Parent, threatened against Parent or any of its subsidiaries, any officer, director, employee or agent thereof, in his or her capacity as such, or as a fiduciary with respect to any Benefit Plan or otherwise relating to Parent or any of its subsidiaries or the securities of any of them, or any properties or rights of Parent or any of its subsidiaries or any Benefit Plan which is required to be described in any Securities Filing that is not so described. As of the date hereof, no event has occurred as a consequence of which Parent would be required to file a Current Report on Form 8-K pursuant to the requirements of the Securities Exchange Act as to which such a report has not been timely filed with the SEC.

Securities Filings. (a) The Company has made available to ------------------ Purchaser true and complete copies of (i) its Annual Reports on Form 10-K for the years ended January 2, 2000, January 3, 1999, December 28, 1997 and December 29, 1996 as filed with the SEC, (ii) its proxy statements relating to all of the meetings of shareholders (whether annual or special) of the Company since December 29, 1996, as filed with the SEC, and (iii) all other reports, statements and registration statements and amendments thereto (including, without limitation, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as amended) filed by the Company with the SEC since December 29, 19961996 regardless of whether such filings were made prior to or after the date hereof. The reports and statements set forth in clauses (i) through (iii) above, and those subsequently provided or required to be provided pursuant to this Section 2.7, above are referred to collectively herein as the "Company Securities Filings." As of their respective dates, and as of the date of the last amendment thereof, if amended after filing, none of the Company Securities Filings contained or, as to the Company Securities Filings filed subsequent to the date hereof, will contain, any untrue statement of a material fact or omitted or, as to the Company Securities Filings filed subsequent to the date hereof, will omit, to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the Company Securities Filings at the time of filing and as of the date of the last amendment thereof, if amended after filing, complied or, as to the Company Securities Filings subsequent to the date hereof, will comply in all material respects with the Securities Exchange Act or the Securities Act, as applicable.

Securities Filings. (a) The Company has made available to Purchaser Parent true and complete copies of (i) its Annual Reports on Form 10-K K, as amended, for the years ended January 3December 31, 19991994, December 281995 and 1996, 1997 and December 29, 1996 as filed with the SEC, (ii) its proxy statements relating to all of the meetings of shareholders Stockholders (whether annual or special) of the Company since December 29January 1, 19961995, as filed with the SEC, and (iii) all other reports, statements and registration statements and amendments thereto (including, without limitation, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as amended) filed by the Company with the SEC since December 29January 1, 19961997. The reports and statements set forth in clauses (i) through (iii) above, and those subsequently provided or required to be provided pursuant to this Section 2.7, are referred to collectively herein as the "Company Securities Filings." As of their respective dates, and or as of the date of the last amendment thereof, if amended after filing, the Company Securities Filings (i) were prepared in all material respects in accordance with the requirements of the Securities Act of 1933, as amended (the "Securities Act") and the rules and regulations promulgated thereunder, or the Exchange Act, as the case may be, and none of the Company Securities Filings contained or, as to the Company Securities Filings subsequent to the date hereof, will contain, any untrue statement of a material fact or omitted or, as to the Company Securities Filings subsequent to the date hereof, will omit, to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the Company Securities Filings at the time of filing and as of the date of the last amendment thereof, if amended after filing, complied or, as to the Company Securities Filings subsequent to the date hereof, will comply in all material respects with the Securities Exchange Act or the Securities Act, as applicable.

Securities Filings. Since June 30, 2003, the Company has made all filings required under the Securities Exchange Act of 1934, as amended (a) the “Exchange Act”), or the Securities Act of 1933, as amended (the “Securities Act”). The Company has made available to Purchaser Buyer true and complete copies of (i) its Annual Reports on Form 10-K for the years ended January 3June 30, 19992005, December 282004, 1997 and December 292003, 1996 as filed with the United States Securities and Exchange Commission (the “SEC”), (ii) its proxy statements relating to all of the meetings of shareholders stockholders (whether annual or special) of the Company since December 29June 30, 19962003, as filed with the SEC, and (iii) all other reports, statements and registration statements and amendments thereto (including, without limitation, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as amended) filed by the Company with the SEC since December 29July 1, 19962005. The reports and statements set forth in clauses (i) through (iii) above, and those subsequently provided or required filed with the SEC by the Company prior to be provided pursuant to this Section 2.7, the Closing Date are referred to collectively herein as the "“Company Securities Filings." ”. As of their respective dates, and or as of the date of the last amendment thereof, if amended after filing, none of the Company Securities Filings contained or, as to the Company Securities Filings subsequent to the date hereof, will contain, any untrue statement of a material fact or omitted or, as to the Company Securities Filings subsequent to the date hereof, will omit, to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the Company Securities Filings at the time of filing and or as of the date of the last amendment thereof, if amended after filing, complied or, as to the Company Securities Filings subsequent to the date hereof, will comply in all material respects with the Securities Exchange Act or the Securities Act, as applicable.