Common use of Financial Statements, Reports Clause in Contracts

Financial Statements, Reports. The audited consolidated balance sheet of the Company and its Subsidiaries as of December 31, 2000, together with its audited consolidated Statements of Operations and Comprehensive Loss, Statements of Changes in Stockholders' Equity and Consolidated Statements of Cash Flows for the fiscal year then ended (collectively, the "FINANCIAL STATEMENTS") fairly present, in all material respects in accordance with GAAP, the consolidated financial condition of the Company and its Subsidiaries and the consolidated results of their operations, changes in stockholders' equity and cash flows as of the dates and for the periods referred to. There are no material Liabilities of the Company or any of its Subsidiaries as of the date of such balance sheet which are not reflected therein or in the notes thereto, and there has been no Material Adverse Effect since December 31, 2000. The Company has made available to the Purchasers each registration statement, report, proxy statement or information statement filed by it since December 31, 2000 (the "AUDIT DATE"), including (i) the Company's Annual Report on Form 10-K for the year ended December 31, 2000, together with all amendments thereto, and (ii) and the Company's Quarterly Report on Form 10-Q for the three months ended March 31, 2001, together with amendments thereto filed with the SEC prior to the date hereof, each in the form (including exhibits, annexes and any amendments thereto) filed with the SEC (collectively, including any such reports filed subsequent to the date hereof, the "REPORTS"). As of their respective dates, the Reports did not, and any Reports filed with the SEC subsequent to the date hereof will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. Each of the consolidated balance sheets included in or incorporated by reference into any Reports filed with the SEC after the date hereof (including the related notes and schedules) will fairly present in all material respects, the consolidated financial position of the Company and its Subsidiaries as of its date and each of the consolidated statements of operations and comprehensive loss, statements of changes in stockholders' equity and statements of cash flows included in or incorporated by reference into any such Reports (including any related notes and schedules) will fairly present in all material respects the results of operations, retained earnings and cash flows, as the case may be, of Company and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to the absence of complete notes and to normal, recurring, year-end audit adjustments that will not be material in amount or effect), in each case in accordance with GAAP consistently applied during the periods involved, except as may be noted therein.

Financial Statements, Reports. The As of their respective dates or, where no such date is specified, the date of filing with applicable securities regulatory authorities: (i) Xxxxxx'x consolidated audited consolidated balance sheet of the Company financial statements as at and its Subsidiaries as of December 31, 2000, together with its audited consolidated Statements of Operations and Comprehensive Loss, Statements of Changes in Stockholders' Equity and Consolidated Statements of Cash Flows for the fiscal year then years ended April 30, 2003, April 30, 2004, April 30, 2005 and the draft unaudited interim financial statements as at and for the first quarter ended July 31, 2005 as provided to Xxxxxx on August 29, 2005 (collectively, the "XXXXXX FINANCIAL STATEMENTS") fairly present, in all material respects in accordance with GAAP, the consolidated financial condition of the Company and its Subsidiaries and the consolidated results of their operations, changes in stockholders' equity and cash flows as of the dates and for the periods referred to. There are no material Liabilities of the Company or any of its Subsidiaries as of the date of such balance sheet which are not reflected therein or in the notes thereto, and there has been no Material Adverse Effect since December 31, 2000. The Company has made available to the Purchasers each registration statement, report, proxy statement or information statement filed by it since December 31, 2000 (the "AUDIT DATE"), including (i) the Company's Annual Report on Form 10-K for the year ended December 31, 2000, together with all amendments thereto, and ; (ii) and the Company's Quarterly Report on Xxxxxx'x Annual Information Form 10-Q for the three months ended March 31dated July 29, 20012005 (including all documents incorporated by reference therein); (iii) Xxxxxx'x Management Information Circular dated July 26, together with amendments thereto 2005 in respect of its 2005 Annual Meeting of Shareholders; (iv) all Xxxxxx material change reports, or similar documents filed with the SEC prior to the date hereofCanadian Securities Administrators since April 30, each 2005; and (v) all prospectuses or other offering documents used by Xxxxxx in the form offering of its securities or all reports filed by Xxxxxx with securities regulators pursuant to applicable securities Laws (including exhibits, annexes periodic and any amendments thereto) filed with the SEC (collectively, including any such other reports filed subsequent to under the date hereofExchange Act) since September 1, the "REPORTS"). As of 2003: (1) at their respective dateseffective dates did not (or, in the Reports did notcase of the interim financial statements referred to above, and any Reports filed with the SEC subsequent to the date hereof will not, ) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. Each ; and (2) complied (or, in the case of the consolidated balance sheets interim financial statements referred to above, will comply) with all applicable securities Laws except where any non-compliance would not individually or in the aggregate have a Material Adverse Effect on Xxxxxx. The Xxxxxx Financial Statements, and all financial statements of Xxxxxx and its subsidiaries included in or incorporated by reference into any Reports filed in such information circulars forms, reports, statements, prospectuses and other documents, were prepared in accordance with Canadian GAAP applied on a consistent basis (except (A) as otherwise indicated in such financial statements and the SEC after notes thereto or, in the date hereof (including case of audited statements, in the related notes report of Xxxxxx'x independent auditors, or (B) in the case of unaudited interim statements, to the extent they may not include footnotes, are subject to normal year end adjustments, or may be condensed or summary statements), and schedules) will fairly present in all material respects, the consolidated financial position of the Company and its Subsidiaries as of its date and each of the consolidated statements position, results of operations and comprehensive loss, statements of changes in stockholders' equity financial position of Xxxxxx and statements of cash flows included in or incorporated by reference into any such Reports (including any related notes and schedules) will fairly present in all material respects the results of operations, retained earnings and cash flowsits subsidiaries, as of the case may be, of Company dates thereof and its Subsidiaries for the periods set forth indicated therein (subject, in the case of any unaudited interim financial statements, to the absence of complete notes and to normal, recurring, normal year-end audit adjustments and reduced note disclosure) and reflect reserves required by Canadian GAAP, applied on a consistent basis, in respect of contingent liabilities of Xxxxxx and its subsidiaries on a consolidated basis. Xxxxxx is not currently aware of any year-end adjustments that will not are expected to be material material. There has been no change in amount or effect), in each case in accordance with GAAP consistently applied during the periods involvedXxxxxx'x accounting policies, except as may be noted thereindescribed in the notes to the Xxxxxx Financial Statements, since April 30, 2005. Xxxxxx owns a ten percent interest in LC Limited, a Hong Kong joint venture. Xxxxxx also has a relationship with Xxxxxx Italia S.R.L. ("XXXXXX ITALIA"). Xxxxxx has not consolidated the financial statements of LC Limited or Xxxxxx Italia with Xxxxxx or disclosed these entities as variable interest entities. If Xxxxxx would have been required to consolidate or disclose the financial position and results of operations of LC Limited or Xxxxxx Italia in any of the Xxxxxx Financial Statements, such consolidation or disclosure would not have materially adversely impacted Xxxxxx'x financial position, results of operations or cash flows, as of the dates and for the periods indicated in each of the Xxxxxx Financial Statements.

Financial Statements, Reports. The Seller shall furnish, or cause to be furnished, to Buyer, at the xxxx Xxxxxx submits its Form 10-K to the United States Securities and Exchange Commission, or in the event that Seller is no longer required to submit such forms for any reason, (i) within ninety (90) days after the end of each fiscal year of Seller commencing with the fiscal year ending 2016, the audited consolidated balance sheet of the Company Seller (or, if audited financial statements are not available, unaudited balance sheet and its Subsidiaries as unaudited combined statements of December 31income, 2000, stockholder or member equity and cash flows of Seller together with its audited consolidated Statements a certificate of Operations an officer of Seller, to the effect that such financial statements present fairly in all material respects the financial positions of Seller as at the end of the fiscal year and Comprehensive Loss, Statements the results of Changes in Stockholders' Equity and Consolidated Statements of Cash Flows operations for the fiscal year then ended (collectivelyin conformity with GAAP) as at the end of, and the "FINANCIAL STATEMENTS") related audited combined statements of income, stockholder or member equity and cash flows for, such fiscal year, together with a certificate signed by an officer of Seller, to the effect that such financial statements, present fairly present, in all material respects in accordance with GAAP, the consolidated financial condition of the Company and its Subsidiaries and the consolidated results of their operations, changes in stockholders' equity and cash flows operation of Seller as of the dates and for the periods referred to. There are no material Liabilities indicated in accordance with GAAP applied on a basis consistent with that of the Company preceding year or any of its Subsidiaries as containing disclosure of the date effect on the financial condition or results of operations of any change in the application of accounting principles and practices during such balance sheet which are not reflected therein year; and at the xxxx Xxxxxx submits its Forms 10-Q to the United States Securities and Exchange Commission, or in the notes theretoevent that Seller is no longer required to submit such forms for any reason, (ii) within forty-five (45) days after the end of each of the first three (3) fiscal quarters of each fiscal year of Seller, commencing with the fiscal quarter ending June 30, 2016, the unaudited consolidated balance sheets of Seller and the related unaudited consolidated statements of income, stockholder or member equity and cash flows of Seller for, such fiscal quarter, and there has been no Material Adverse Effect since December 31, 2000. The Company has made available to the Purchasers each registration statement, report, proxy statement or information statement filed by it since December 31, 2000 (the "AUDIT DATE"), including (i) the Company's Annual Report on Form 10-K for the portion of the fiscal year ended December 31, 2000through the end of such fiscal quarter, together with all amendments theretoa certificate signed by an officer of Seller, and (ii) and the Company's Quarterly Report on Form 10-Q for the three months ended March 31, 2001, together with amendments thereto filed with the SEC prior to the date hereof, each in the form (including exhibits, annexes and any amendments thereto) filed with the SEC (collectively, including any effect that such reports filed subsequent to the date hereof, the "REPORTS"). As of their respective dates, the Reports did not, and any Reports filed with the SEC subsequent to the date hereof will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the financial statements made therein, in light of the circumstances in which they were made, not misleading. Each of the consolidated balance sheets included in or incorporated by reference into any Reports filed with the SEC after the date hereof (including the related notes and schedules) will present fairly present in all material respects, the consolidated financial position of the Company and its Subsidiaries as of its date and each of the consolidated statements of operations and comprehensive loss, statements of changes in stockholders' equity and statements of cash flows included in or incorporated by reference into any such Reports (including any related notes and schedules) will fairly present in all material respects the financial positions of Seller as at the end of the fiscal quarter and the results of operations, retained earnings and cash flows, as the case may be, of Company and its Subsidiaries operations for the periods set forth therein (subjectfiscal quarter then ended in conformity with GAAP, in the case of unaudited statements, subject to the absence of complete notes and to normal, recurring, normal year-end audit adjustments that will not and the absence of footnotes. Seller shall furnish or cause to be material in amount or effect), in furnished to Buyer a copy of the Federal payroll tax form 941 submitted to the Internal Revenue Service within forty-five (45) days after the end of each case in accordance with GAAP consistently applied during the periods involved, except as may be noted thereincalendar quarter.

Financial Statements, Reports. The audited consolidated balance sheet As applicable, the Borrower shall furnish or cause to be furnished to Lender the following: (i) on or before July 30th of the Company and its Subsidiaries as of December 31, 2000, together with its audited consolidated Statements of Operations and Comprehensive Loss, Statements of Changes in Stockholders' Equity and Consolidated Statements of Cash Flows each year for the fiscal year then ended (collectivelymost recently ended, the "FINANCIAL STATEMENTS") fairly presentannual financial statements with respect to Borrower and Guarantor and the Property showing Borrower’s and Guarantor’s balance sheet and income and expense statement and the annual rent roll, in all material respects other income, and the detailed operating expenses of the Property, prepared by Guarantor’s chief financial officer or its designee in accordance with GAAPgenerally accepted accounting principles consistently applied; (ii) within forty-five (45) days after the end of each fiscal quarter of Borrower, the consolidated balance sheet and income and expense statement for the fiscal quarter most recently ended with respect to Borrower and Guarantor and the Property in such detail as Lender may reasonably require; (iii) for 2013 and all subsequent years, as soon as available and not later than thirty (30) days after the due date thereof, copies of all federal and State returns of: (1) Borrower if Borrower files its own tax returns or (2) the entity in whose tax returns Borrower is included for tax reporting purposes, in either case together with all supporting schedules; (iv) for 2014 and all subsequent years, as soon as available and not later than 30 days after the due date thereof, copies of all federal and State tax returns filed by Guarantor, together with all supporting schedules; (v) such other information as to Borrower, the Guarantor and the Property as Lender may reasonably require from time to time, all in such form and detail as Lender may require; and (vi) such financial condition and other information with respect to tenants and prospective tenants of any part of the Company and its Subsidiaries and the consolidated results of their operations, changes in stockholders' equity and cash flows Property as of the dates and for the periods referred to. There are no material Liabilities of the Company or any of its Subsidiaries Lender may reasonably require from time to time as of the date of such balance sheet which are not reflected therein or in the notes thereto, and there has been no Material Adverse Effect since December 31, 2000. The Company has made available to Borrower and Guarantor. Borrower shall be deemed to have satisfied the Purchasers each registration statement, report, proxy statement or information statement filed by it since December 31, 2000 (the "AUDIT DATE"), including financial delivery requirements of subsections (i) the Company's Annual Report and (ii) herein above if Guarantor’s annual report on Form 10-K for the year ended December 31, 2000, together with all amendments thereto, and (ii) and the Company's Quarterly Report or quarterly reports on Form 10-Q for the three months ended March 31, 2001, together with amendments thereto filed with the SEC prior to the date hereof, each in the form (including exhibits, annexes and any amendments thereto) filed with the SEC (collectively, including any such reports filed subsequent to the date hereof, the "REPORTS"). As of their respective dates, the Reports did not, and any Reports filed with the SEC subsequent to the date hereof will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. Each of the consolidated balance sheets included in or incorporated by reference into any Reports filed with the SEC after the date hereof (including the related notes and schedules) will fairly present in all material respects, the consolidated financial position of the Company and its Subsidiaries as of its date and each of the consolidated statements of operations and comprehensive loss, statements of changes in stockholders' equity and statements of cash flows included in or incorporated by reference into any such Reports (including any related notes and schedules) will fairly present in all material respects the results of operations, retained earnings and cash flowsQ, as the case may beapplicable, of Company and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to the absence of complete notes and to normal, recurring, year-end audit adjustments that will not be material in amount or effect), in each case prepared in accordance with GAAP consistently applied during the periods involvedrules of the Securities and Exchange Commission, except as may be noted thereinhave been posted to EXXXX within the foregoing time frames, and Borrower has notified Lender that such report is available through EXXXX.

Financial Statements, Reports. The audited (a) Borrower shall deliver to Agent and Lenders (i) as soon as available and in any event within 30 days after the end of each fiscal month, unaudited consolidated (and if available, consolidating) balance sheet sheets, statements of the Company income or operations and cash flow statements of Borrower and its Subsidiaries as of December 31, 2000, together with its audited consolidated Statements the end of Operations such fiscal month and Comprehensive Loss, Statements that portion of Changes in Stockholders' Equity and Consolidated Statements of Cash Flows for the fiscal year then ended (collectively, the "FINANCIAL STATEMENTS") fairly present, in all material respects in accordance with GAAP, the consolidated financial condition of the Company and its Subsidiaries and the consolidated results of their operations, changes in stockholders' equity and cash flows ending as of the dates close of such fiscal month, in a form acceptable to Agent and for certified by Borrower’s president, chief executive officer or chief financial officer, (ii) as soon as available and in any event within 45 days after the periods referred to. There are no material Liabilities end of the Company each fiscal quarter, unaudited consolidated (and if available, consolidating) balance sheets, statements of income or any operations and cash flow statements of Borrower and its Subsidiaries as of the date end of such balance sheet which are not reflected therein fiscal quarter and that portion of the fiscal year ending as of the close of such fiscal quarter, in a form acceptable to Agent and certified by Borrower’s president, chief executive officer or in the notes thereto, and there has been no Material Adverse Effect since December 31, 2000. The Company has made available to the Purchasers each registration statement, report, proxy statement or information statement filed by it since December 31, 2000 (the "AUDIT DATE"), including (i) the Company's Annual Report on Form 10-K for the year ended December 31, 2000, together with all amendments thereto, chief financial officer and (iiiii) as soon as available and the Company's Quarterly Report on Form 10-Q for the three months ended March 31, 2001, together with amendments thereto filed with the SEC prior to the date hereof, each in the form any event within ninety (including exhibits, annexes and any amendments thereto90) filed with the SEC (collectively, including any such reports filed subsequent to the date hereof, the "REPORTS"). As of their respective dates, the Reports did not, and any Reports filed with the SEC subsequent to the date hereof will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. Each of the consolidated balance sheets included in or incorporated by reference into any Reports filed with the SEC days after the date hereof end of each fiscal year, audited consolidated (including the related notes and schedulesif available, consolidating) will fairly present in all material respectsbalance sheets, the consolidated financial position statements of the Company income or operations and cash flow statements of Borrower and its Subsidiaries as of its date the end of such fiscal year, together with a report of an independent certified public accounting firm reasonably acceptable to Agent and each of the consolidated Requisite Lenders, which report shall contain an unqualified opinion stating that such audited financial statements of operations and comprehensive loss, statements of changes in stockholders' equity and statements of cash flows included in or incorporated by reference into any such Reports (including any related notes and schedules) will fairly present in all material respects the results financial position of operations, retained earnings and cash flows, as the case may be, of Company Borrower and its Subsidiaries for the periods set forth indicated therein in conformity with GAAP applied on a basis consistent with prior years without qualification as to the scope of the audit or as to going concern and without any similar qualification. All such financial statements shall be prepared in accordance with GAAP (subject, in the case of unaudited financial statements, to the absence of complete notes footnotes and to normal, recurring, year-normal year end audit adjustments that will not be material in amount or effectadjustments), in each case in accordance with GAAP consistently applied during the periods involved, except as may be noted therein.

Financial Statements, Reports. The Seller shall furnish or cause to be furnished to Buyer, at the xxxx Xxxxxx files its Form 10-K with the Securities and Exchange Commission, the audited consolidated balance sheet of the Company Seller (or, if audited financial statements are not available, unaudited balance sheet and its Subsidiaries as unaudited combined statements of December 31income, 2000, stockholder or member equity and cash flows of Seller together with its audited consolidated Statements a certificate of Operations an officer of Seller, to the effect that such financial statements present fairly in all material respects the financial positions of Seller as at the end of the fiscal year and Comprehensive Loss, Statements the results of Changes in Stockholders' Equity and Consolidated Statements of Cash Flows operations for the fiscal year then ended (collectivelyin conformity with GAAP) as at the end of, and the "FINANCIAL STATEMENTS") related audited combined statements of income, stockholder or member equity and cash flows for, such fiscal year, together with a certificate signed by an officer of Seller, to the effect that such financial statements, present fairly present, in all material respects in accordance with GAAP, the consolidated financial condition of the Company and its Subsidiaries and the consolidated results of their operations, changes in stockholders' equity and cash flows operation of Seller as of the dates and for the periods referred to. There are no material Liabilities indicated in accordance with GAAP applied on a basis consistent with that of the Company preceding year or any of its Subsidiaries as containing disclosure of the date effect on the financial condition or results of such balance sheet which are not reflected therein or operations of any change in the notes thereto, application of accounting principles and there has been no Material Adverse Effect since December 31, 2000. The Company has made available to the Purchasers each registration statement, report, proxy statement or information statement filed by it since December 31, 2000 (the "AUDIT DATE"), including (i) the Company's Annual Report on Form 10-K for the year ended December 31, 2000, together with all amendments thereto, practices during such year; and (ii) and at the Company's Quarterly Report on xxxx Xxxxxx files its Form 10-Q for with the Securities and Exchange Commission after the end of each of the first three months ended (3) fiscal quarters of each fiscal year of Seller, commencing with the fiscal quarter ending March 31, 20012016, the unaudited consolidated balance sheets of Seller and the related unaudited consolidated statements of income, stockholder or member equity and cash flows of Seller for, such fiscal quarter, and for the portion of the fiscal year through the end of such fiscal quarter, together with amendments thereto filed with the SEC prior a certificate signed by an officer of Seller, to the date hereof, each in the form (including exhibits, annexes and any amendments thereto) filed with the SEC (collectively, including any effect that such reports filed subsequent to the date hereof, the "REPORTS"). As of their respective dates, the Reports did not, and any Reports filed with the SEC subsequent to the date hereof will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the financial statements made therein, in light of the circumstances in which they were made, not misleading. Each of the consolidated balance sheets included in or incorporated by reference into any Reports filed with the SEC after the date hereof (including the related notes and schedules) will present fairly present in all material respects, the consolidated financial position of the Company and its Subsidiaries as of its date and each of the consolidated statements of operations and comprehensive loss, statements of changes in stockholders' equity and statements of cash flows included in or incorporated by reference into any such Reports (including any related notes and schedules) will fairly present in all material respects the financial positions of Seller as at the end of the fiscal quarter and the results of operations, retained earnings and cash flows, as the case may be, of Company and its Subsidiaries operations for the periods set forth therein (subjectfiscal quarter then ended in conformity with GAAP, in the case of unaudited statements, subject to the absence of complete notes and to normal, recurring, normal year-end audit adjustments that will not and the absence of footnotes. Seller shall furnish or cause to be material in amount or effect), in furnished to Buyer a copy of the Federal payroll tax form 941 submitted to the Internal Revenue Service within forty-five (45) days after the end of each case in accordance with GAAP consistently applied during the periods involved, except as may be noted thereincalendar quarter.

Financial Statements, Reports. The audited Company and FMS each have delivered to Buyer: (a) consolidated balance sheets of it and its Subsidiaries as at December 31 in each of the years 1996 and 1997, and the related consolidated statements of income, changes in stockholders' equity and cash flow for each of the fiscal years then ended, and with respect to the Company but not FMS the report thereon of Ernst & Young LLP, independent certified public accountants, (b) a consolidated balance sheet of the Company it and its Subsidiaries as of at December 31, 20001998 (including the notes thereto, together with its audited the "BALANCE Sheet"), and the related consolidated Statements statements of Operations income, changes in stockholders' equity and Comprehensive Loss, Statements of Changes in Stockholders' Equity and Consolidated Statements of Cash Flows cash flow for the fiscal year then ended ended, and with respect to the Company but not FMS the report thereon of Ernst & Young LLP, independent certified public accountants, and (collectivelyc) an unaudited consolidated balance sheet of it and its Subsidiaries as at June 25, 1999 (with respect to the Company and its Subsidiaries)(the "FINANCIAL STATEMENTSINTERIM BALANCE SHEET") and as at June 30, 1999 (with respect to FMS and its Subsidiaries) and the related unaudited consolidated statements of income, changes in stockholders' equity and cash flow for the six (6) months then ended, including in each case the notes thereto. Such financial statements and notes fairly present, present in all material respects in accordance with GAAP, the consolidated financial condition of the Company and its Subsidiaries and the consolidated results of their operations, changes in stockholders' equity and cash flows as flow of the applicable Acquired Companies as at the respective dates of and for the periods referred toto in such financial statements, all in accordance with GAAP (except as indicated in the notes thereto), subject, in the case of interim financial statements, to normal recurring year-end adjustments (the effect of which will not, individually or in the aggregate, be materially adverse) and the absence of notes. There The financial statements referred to in this Section 4.4 reflect in all material respects the consistent application of such accounting principles throughout the periods involved, except as disclosed in the notes to such financial statements. No financial statements of any Person other than the Acquired Companies are no material Liabilities required by GAAP to be included in the consolidated financial statements of the Company or any of its Subsidiaries FMS, as of the date of such balance sheet which are not reflected therein or in the notes thereto, and there has been no Material Adverse Effect since December 31, 2000case may be. The Company has made available delivered to Buyer true and complete copies of the Purchasers each registration statement, report, proxy statement or information statement FOCUS Reports filed by it since December 31, 2000 on Form X-17A-5 (the "AUDIT DATEFOCUS REPORTS")) as of June 30, including (i) the Company's Annual Report on Form 10-K for the year ended December 311999 by each Subsidiary that is a "broker" or "dealer", 2000, together with all amendments thereto, and (iias such terms are defined in Sections 2(a)(6) and 2(a)(11) of the Company's Quarterly Report on Form 10-Q for the three months ended March 31, 2001, together with amendments thereto filed with the SEC prior to the date hereof, each in the form (including exhibits, annexes and any amendments thereto) filed with the SEC 1940 Act (collectively, including any such reports filed subsequent to the date hereof, the "REPORTSBROKER-DEALER SUBSIDIARIES"). As of their respective dates, the Reports did not, Each such FOCUS Report complied (and any with respect to FOCUS Reports filed with the SEC subsequent to the date hereof will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. Each of the consolidated balance sheets included in or incorporated by reference into any Reports filed with the SEC after the date hereof (including and prior to the related notes and schedulesClosing Date, will comply) will fairly present in all material respects, respects at the consolidated financial position date thereof with the rules and regulations of the Company SEC relating thereto and its Subsidiaries as of its date and each of the consolidated statements of operations and comprehensive loss, statements of changes in stockholders' equity and statements of cash flows included in or incorporated by reference into any such Reports (including any related notes and schedules) will fairly present in all material respects the results of operations, retained earnings and cash flows, as information required to be presented therein pursuant to Rule 17a-5 under the case may be, of Exchange Act. The Company and its Subsidiaries for FMS have delivered or specifically identified and made available to Buyer copies of all material reports and other filings required to be filed by any Acquired Company with all Governmental Bodies since January 1, 1996, including without limitation Form BD and all amendments thereto, and Form ADV and all amendments thereto. All such reports and filings were at the periods set forth therein (subjecttime of filing true and accurate in all material respects, and were prepared in the case of unaudited statements, to the absence of complete notes and to normal, recurring, year-end audit adjustments that will not be material in amount or effect), in each case in accordance compliance with GAAP consistently applied during the periods involved, except as may be noted thereinall applicable Laws.