Common use of SEC Documents; Undisclosed Liabilities Clause in Contracts

SEC Documents; Undisclosed Liabilities. Parent has timely filed all required reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) with the SEC since December 8, 1999 (together with Parent's Registration Statement on Form S-1 (Registration No. 333-87717), the "Parent SEC Documents"). As of their respective dates, Parent SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Documents, and none of the Parent SEC Documents when filed contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later filed Parent SEC Document, none of the Parent SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of Parent included in the Parent SEC Documents comply as to form, as of their respective dates of filing with the SEC, in all material respects with the Accounting Rules, have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of Parent and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal recurring year-end audit adjustments). Except (i) as reflected in the most recent financial statements contained in Parent SEC Documents or in the notes thereto, (ii) for liabilities that have been incurred by Parent and its subsidiaries since June 30, 2001, in the ordinary course of business and consistent with past practice, (iii) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby (iv) for liabilities that do not and would not reasonably be expected to have a Material Adverse Effect on Parent, or (v) liabilities described in Section 4.03 of Parent Disclosure Schedule, neither Parent nor any of its subsidiaries has any liabilities (whether accrued, absolute, contingent or otherwise) required to be disclosed in financial statements prepared in accordance with GAAP.

SEC Documents; Undisclosed Liabilities. Parent has The Company (and its subsidiaries that were previously publicly traded) have timely filed all required reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) with the SEC since December 8October 9, 1999 (together with Parentthe Company's Registration Statement on Form S-1 (Registration No. 333-8771772883), the "Parent Company SEC Documents"). As of their respective dates, Parent the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933 (the "Securities Act") or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent Company SEC Documents, and none of the Parent Company SEC Documents when filed contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Parent Company SEC Document has been revised revised, updated or superseded supplemented by a later filed Parent Company SEC Document, none of the Parent Company SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of Parent the Company included in the Parent Company SEC Documents comply as to form, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto (the "Accounting Rules"), have been prepared in accordance with GAAP generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of Parent the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal recurring year-end audit adjustmentsadjustments and except for restructuring and related adjustments as disclosed on Section 3.05 of the Company Disclosure Schedule). Except (i) as reflected in the most recent financial statements contained in Parent the Company SEC Documents or in the notes thereto, (ii) for liabilities that have been incurred by Parent the Company and its subsidiaries since June 30, 2001, in the ordinary course of business and consistent with past practice, (iii) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby (iv) for liabilities that do not and would not reasonably be expected to have a Material Adverse Effect on Parentthe Company, (iv) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby, or (v) liabilities described in Section 4.03 3.05 of Parent the Company Disclosure Schedule, neither Parent the Company nor any of its subsidiaries has any liabilities (whether accrued, absolute, contingent or otherwise) required to be disclosed in financial statements prepared in accordance with GAAP).

SEC Documents; Undisclosed Liabilities. Parent has timely filed and made available to the Company true and correct copies of all required reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) required to be filed by Parent with the SEC since December 8January 27, 1999 1996 (together with Parent's Registration Statement on Form S-1 (Registration No. 333-87717), the "Parent SEC Documents"). As of their its respective datesdate, each Parent SEC Documents Document complied in all material respects with the requirements of the Securities Exchange Act or the Exchange Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC DocumentsDocument, and none of the Parent SEC Documents when filed contained did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later filed Parent SEC Document, none of the Parent SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of Parent included in the Parent SEC Documents comply as to form, as of their respective dates of filing with the SEC, form in all material respects with applicable accounting requirements and the Accounting Rulespublished rules and regula tions of the SEC with respect thereto, have been prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects accordance with the applicable requirements of GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) the consolidated financial position of Parent and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal recurring year-end audit adjustments, none of which are material). Except (i) as reflected set forth in the most recent financial statements contained in Filed Parent SEC Documents or (as defined in Section 4.08), as of the notes thereto, (ii) for liabilities that have been incurred by Parent and its subsidiaries since June 30, 2001, in the ordinary course date of business and consistent with past practice, (iii) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby (iv) for liabilities that do not and would not reasonably be expected to have a Material Adverse Effect on Parent, or (v) liabilities described in Section 4.03 of Parent Disclosure Schedule, neither Parent nor any of its subsidiaries Parent Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be disclosed set forth on a consolidated balance sheet of Parent and its consolidated subsidiaries or in financial statements prepared the notes thereto which, individually or in accordance with GAAPthe aggregate, could reasonably be expected to have a Parent Material Adverse Effect.

SEC Documents; Undisclosed Liabilities. The Company has filed and made available to Parent has timely filed true and correct copies of all required reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) required to be filed by the Company with the SEC since December 8February 2, 1999 1996 (together with Parent's Registration Statement on Form S-1 (Registration No. 333-87717), the "Parent Company SEC Documents"). As of their its respective datesdate, Parent each Company SEC Documents Document complied in all material respects with the requirements of the Securities Exchange Act or the Exchange Securities Act of 1933, as amended (the "Securities Act"), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent Company SEC DocumentsDocument, and none of the Parent SEC Documents when filed contained did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later filed Parent SEC Document, none of the Parent SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of Parent the Company included in the Parent Company SEC Documents comply as to form, as of their respective dates of filing with the SEC, form in all material respects with applicable accounting requirements and the Accounting Rulespublished rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP generally accepted accounting principles ("GAAP") (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects accordance with applicable requirements of GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) the consolidated financial position of Parent the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal recurring year-end audit adjustments, none of which are material). Except (i) as reflected set forth in the most recent financial statements contained in Parent Filed Company SEC Documents or in the notes thereto, (ii) for liabilities that have been incurred by Parent and its subsidiaries since June 30, 2001, in the ordinary course of business and consistent with past practice, (iii) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby (iv) for liabilities that do not and would not reasonably be expected to have a Material Adverse Effect on Parent, or (v) liabilities described as defined in Section 4.03 3.08), as of Parent Disclosure Schedulethe date of this Agreement, neither Parent the Company nor any of its subsidiaries Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated balance sheet of the Company and its consolidated subsidiaries or in the notes thereto which, individually or in the aggregate, could reasonably be expected to have a Company Material Adverse Effect. Except as disclosed in the Filed Company SEC Documents or in the Company Disclosure Letter, as of the date of this Agreement, there are no material agreements, arrangements or understandings between the Company and any party who is, or at any time after February 2, 1996 was, an affiliate of the Company that are required to be disclosed in financial statements prepared in accordance with GAAPthe Filed Company SEC Documents.

SEC Documents; Undisclosed Liabilities. Parent (i) DSW has timely filed or furnished, as applicable, all required reports, schedules, forms, registration statements and other documents (including exhibits and all other information incorporated therein) with the SEC since December 8January 1, 1999 2008 (together with Parent's Registration Statement on Form S-1 (Registration No. 333-87717)as such documents may have been amended or superseded through the date of this Agreement, the "Parent “DSW SEC Documents"”). As of their respective datesdates of filing with the SEC (or, Parent if amended or superseded by a filing prior to the date hereof, as of the date of such filing), the DSW SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent DSW SEC Documents, and none of the Parent DSW SEC Documents when filed (or, if amended or superseded by a filing prior to the date hereof, as of the date of such filing) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later filed Parent SEC Document, none of the Parent SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of Parent DSW included in the Parent DSW SEC Documents comply complied as to form, as of their respective dates of filing with the SECSEC (or, if amended or superseded by a filing prior to the date hereof, as of the date of such filing), in all material respects with all applicable accounting requirements and with the Accounting Rulespublished rules and regulations of the SEC with respect thereto (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC), have been prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes theretodisclosed therein) and fairly present in all material respects the consolidated financial position of Parent DSW and its consolidated subsidiaries Subsidiaries and the consolidated statements of operations, shareholders’ equity and cash flows of such companies as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended shown (subject, in the case of unaudited statements, to normal recurring year-end audit adjustments). Except (i) as reflected in the most recent financial statements contained in Parent SEC Documents or in the notes thereto, (ii) for liabilities that have been incurred by Parent and its subsidiaries since June 30, 2001, in the ordinary course of business and consistent with past practice, (iii) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby (iv) for liabilities that do not and would not reasonably be expected to have a Material Adverse Effect on Parent, or (v) liabilities described in Section 4.03 of Parent Disclosure Schedule, neither Parent nor any of its subsidiaries has any liabilities (whether accrued, absolute, contingent or otherwise) required to be disclosed in financial statements prepared in accordance with GAAP.

SEC Documents; Undisclosed Liabilities. Parent (a) Since January 1, 1993, the Company has timely filed all required reports, schedules, forms, proxy, registration and other statements and other documents (including exhibits and all other information incorporated therein) with the SEC since December 8, 1999 (together with Parent's Registration Statement on Form S-1 (Registration No. 333-87717)collectively, the "Parent SEC Documents"). As of the date of this Agreement, the last SEC Document filed by the Company was the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1997. As of their respective filing dates, Parent the SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent the SEC Documents. As of their respective filing dates, and none of the Parent SEC Documents when filed contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except , except to the extent that information contained in any Parent SEC Document has such statements have been revised modified or superseded by a later SEC Document filed Parent SEC Documentand publicly available prior to the Closing Date, none the circumstances or bases for which modifications or supersessions have not and will not individually or in the aggregate result in any material liability or obligation on behalf of the Parent SEC Documents contains Company under the Securities Act, the Exchange Act, the rules promulgated under the Securities Act or the Exchange Act, or any untrue statement of a material fact federal, state or omits to state any material fact required to be stated therein local anti-fraud, blue-sky, securities or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleadingsimilar laws. The consolidated financial statements of Parent the Company included in the Parent SEC Documents (as amended or supplemented by any later filed SEC Document filed and publicly available prior to October 1, 1997), comply as to form, as of their respective dates of filing with the SEC, form in all material respects with applicable accounting requirements and the Accounting Rulesrules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of Parent the Company and its consolidated subsidiaries the Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal recurring year-end audit adjustments). Except as set forth in the SEC Documents, neither the Company nor any Subsidiary has any obligation or liability of any nature whatsoever (direct or indirect, matured or unmatured, absolute, accrued, contingent or otherwise) either (i) as reflected in required by generally accepted accounting principles to be set forth on a consolidated balance sheet of the most recent financial statements contained in Parent SEC Documents Company and the Subsidiaries or in the notes thereto, thereto or (ii) for liabilities that have been incurred by Parent and its subsidiaries since June 30which, 2001, individually or in the ordinary course of business and consistent with past practiceaggregate, (iii) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby (iv) for liabilities that do not and would not could reasonably be expected to have a Material Adverse Effect on Parent, whether or (v) liabilities described in Section 4.03 of Parent Disclosure Schedule, neither Parent nor any of its subsidiaries has any liabilities (whether accrued, absolute, contingent or otherwise) not required by generally accepted accounting principles to be disclosed in financial statements provided or reserved against on a balance sheet prepared in accordance with GAAPgenerally accepted accounting principles; other than liabilities and obligations reflected or reserved against in the consolidated financial statements of the Company and its consolidated subsidiaries included in the Company's quarterly report on Form 10-Q for the quarter ended June 30, 1997, or incurred since the date of the balance sheet included in such financial statements in the ordinary course of business which are not individually or collectively material to the Company and the Subsidiaries taken as a whole.

SEC Documents; Undisclosed Liabilities. Parent The Company has timely filed all required reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) with the SEC since December 831, 1999 2000 (together with Parent's Registration Statement on Form S-1 (Registration No. 333-87717)including all filed reports, schedules, forms, statements and other documents whether or not required, the "Parent Company SEC Documents"). As of their respective datesdates of filing with the SEC, Parent the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent the Company SEC Documents, and none of the Parent Company SEC Documents when filed contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later filed Parent SEC Document, none of the Parent SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of Parent the Company included in the Parent Company SEC Documents comply as to form, as of their respective dates of filing with the SEC, form in all material respects with applicable accounting requirements and the Accounting Rulespublished rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP U.S. generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of Parent the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal recurring year-end audit adjustments). Except (i) as for liabilities and obligations reflected in or reserved for on the most recent audited consolidated financial statements contained and the notes thereto included in Parent the Company SEC Documents or in the notes thereto, (ii) for and liabilities that have been and obligations incurred by Parent and its subsidiaries since June 30, 2001, in the ordinary course of business since the date of the most recent audited consolidated balance sheet included in the Company SEC Documents and consistent with past practice, (iii) except for liabilities incurred and obligations which, individually or in connection with this Agreement or the transactions contemplated hereby (iv) for liabilities that do not and aggregate, would not be reasonably be expected likely to have a Material Adverse Effect material adverse effect on Parent, or (v) liabilities described in Section 4.03 of Parent Disclosure Schedulethe Company, neither Parent the Company nor any of its subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required to be disclosed in financial statements prepared in accordance with GAAP).

SEC Documents; Undisclosed Liabilities. Parent has timely filed all required reports, schedules, forms, statements and other documents as required by the U.S. Securities and Exchange Commission (including exhibits the “SEC”) and Parent has delivered or made available to MamaMancini’s all reports, schedules, forms, statements and other information incorporated therein) documents filed with the SEC since December 8(collectively, 1999 (together with Parent's Registration Statement on Form S-1 (Registration No. 333-87717)and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "“Parent SEC Documents"”). As of their respective dates, The Parent SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Documentsdocuments, and none of the Parent SEC Documents when filed (including any and all consolidated financial statements included therein) as of such date contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later filed Parent subsequent filing with the SEC Document(a copy of which has been provided to MamaMancini’s prior to the date of this Agreement), none of the Parent SEC Documents contains any untrue statement of a material fact or omits to state any material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of Parent included in the such Parent SEC Documents comply as to form, as of their respective dates of filing with the SEC, form in all material respects with applicable accounting requirements and the Accounting Rulespublished rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP generally accepted accounting principles (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of Parent and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and changes in cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal recurring year-end audit adjustmentsadjustments as determined by Parent’s independent accountants). Except (i) as reflected set forth in the Parent SEC Documents, at the date of the most recent audited financial statements contained of Parent included in the Parent SEC Documents or in the notes thereto, (ii) for liabilities that have been incurred by Parent and its subsidiaries since June 30, 2001, in the ordinary course of business and consistent with past practice, (iii) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby (iv) for liabilities that do not and would not reasonably be expected to have a Material Adverse Effect on Parent, or (v) liabilities described in Section 4.03 of Parent Disclosure ScheduleDocuments, neither Parent nor any of its subsidiaries had, and since such date neither Parent nor any of such subsidiaries has incurred, any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required which, individually or in the aggregate, could reasonably be expected to be disclosed in financial statements prepared in accordance have a Material Adverse Effect with GAAPrespect to Parent.

SEC Documents; Undisclosed Liabilities. Parent (a) The Company has timely filed all required reports, schedules, formsforms and registration, statements proxy and other documents (including exhibits and all other information incorporated therein) statements with the SEC since December 8January 1, 1999 2000 (together with Parent's Registration Statement on Form S-1 (Registration No. 333-87717)collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "Parent SEC Documents"). None of the Company's subsidiaries is required to file periodic reports with the SEC pursuant to the Exchange Act. As of their respective dateseffective dates (in the case of SEC Documents that are registration statements filed pursuant to the Securities Act) and as of their respective SEC filing dates (in the case of all other SEC Documents), Parent the SEC Documents complied in all material respects with the requirements of the Exchange Act and the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Documents, and none of the Parent SEC Documents when filed as of such respective dates contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later later-filed Parent SEC Document, none of the Parent SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of Parent the Company included in the Parent SEC Documents comply as to form, as of their respective dates of filing with the SEC, form in all material respects with applicable accounting requirements and the Accounting Rulespublished rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP (except, in the case of unaudited quarterly statements, as indicated in the notes thereto) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of Parent the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal recurring year-end audit adjustments). Except (i) as reflected in the most recent financial statements contained in Parent SEC Documents adjustments none of which has been or will be, individually or in the notes theretoaggregate, (ii) for liabilities that have been incurred by Parent and its subsidiaries since June 30, 2001, in the ordinary course of business and consistent with past practice, (iii) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby (iv) for liabilities that do not and would not reasonably be expected to have a Material Adverse Effect on Parent, or (v) liabilities described in Section 4.03 of Parent Disclosure Schedule, neither Parent nor any of its subsidiaries has any liabilities (whether accrued, absolute, contingent or otherwise) required to be disclosed in financial statements prepared in accordance with GAAPmaterial).

SEC Documents; Undisclosed Liabilities. Parent The Company has timely filed all required reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) with the SEC since December 8January 1, 1999 1994 (together with Parent's Registration Statement on Form S-1 (Registration No. 333-87717), the "Parent SEC Documents"). As of their respective dates, Parent the SEC Documents complied as to form in all material respects with the requirements of the Securities Act of 1933 (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Documents, and none of the Parent SEC Documents when filed contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Parent SEC Document has been was revised or superseded by a later filed Parent SEC Document, none of the Parent SEC Documents contains contained any untrue statement of a material fact or omits omitted to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of Parent the Company included in the Parent SEC Documents comply complied as to form, as of their respective dates of filing with the SEC, form in all material respects with applicable accounting requirements and the Accounting Rules, have been published rules and regulations of the SEC with respect thereto in effect at the time of the filing of the respective SEC Documents were prepared in accordance with GAAP generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects presented the consolidated financial position of Parent the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal recurring year-end audit adjustments). Except (i) as reflected set forth in the most recent financial statements contained in Parent SEC Documents or in the notes thereto, (ii) for liabilities that have been incurred by Parent and its subsidiaries since June 30, 2001, in the ordinary course of business and consistent with past practice, (iii) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby (iv) for liabilities that do not and would not reasonably be expected to have a Material Adverse Effect on Parent, or (v) liabilities described in Section 4.03 of Parent Disclosure Schedulehereto, neither Parent the Company nor any of its subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by generally accepted accounting principles to be disclosed set forth on a consolidated balance sheet of the Company and its consolidated subsidiaries or in financial statements prepared the notes thereto, except for liabilities and obligations incurred in accordance the ordinary course of business consistent with GAAPpast practice since the date of the most recent consolidated balance sheet included in the SEC Documents which, individually or in the aggregate, could not reasonably be expected to have a Company Material Adverse Effect.

SEC Documents; Undisclosed Liabilities. Parent has timely filed all required All reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) required to be filed with the SEC (i) by CDnow since December 8March 17, 1999 and (together with Parent's Registration Statement on Form S-1 ii) by CDnow Online, Inc. (Registration No. 333-87717formerly known as CDnow, Inc.), a Pennsylvania corporation and a wholly owned CDnow Subsidiary ("CDnow Online"), since February 9, 1998 (such reports, schedules, forms, statements and other documents, the "Parent CDnow SEC Documents")) have been duly filed by such parties. As of their respective datesits date, Parent each CDnow SEC Documents Document complied as to form in all material respects with the requirements of the Securities Exchange Act or the Exchange Securities Act of 1933, as amended (the "Securities Act"), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent CDnow SEC DocumentsDocument, and none of the Parent SEC Documents when filed contained did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Parent (i) the Registration Statement on Form S-4 filed with the SEC Document by CDnow on February 16, 1999 (the "CDnow Form S-4 Date"), (ii) all reports, schedules, forms, statements and documents filed with the SEC by CDnow pursuant to the Exchange Act and the rules and regulations of the SEC promulgated thereunder since the CDnow Form S-4 Date and (iii) the Annual Report on Form 10-K of CDnow Online for the year ended December 31, 1998 (collectively, the "Designated CDnow SEC Documents") has been revised or superseded by a later subsequent report, schedule, form, statement or other document filed Parent with the SEC Documentby CDnow, which subsequent report, schedule, form, statement or other document is publicly available prior to the date of this Agreement, none of the Parent Designated CDnow SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of Parent included in the Parent CDnow SEC Documents comply complied as to form, as of their respective dates of filing with the SEC, form in all material respects with applicable accounting requirements and the Accounting Rulespublished rules and regulations of the SEC with respect thereto in effect as of their respective filing dates, have been were prepared in accordance with GAAP generally accepted accounting principles ("GAAP") (except, in the case of unaudited interim statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects presented the consolidated financial position of Parent and its consolidated subsidiaries the entities purported to be covered thereby as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited interim statements, to normal recurring year-end audit adjustments). Except (i) as reflected disclosed in the most recent financial statements contained in Parent Filed CDnow SEC Documents or (as defined in the notes theretoSection 3.08), (ii) and except for liabilities that have been and obligations incurred by Parent and its subsidiaries since June 30December 31, 2001, 1998 in the ordinary course of business and consistent with past practice, (iii) for liabilities incurred practice or as set forth in connection with this Agreement or the transactions contemplated hereby (iv) for liabilities that do not and would not reasonably be expected to have a Material Adverse Effect on Parent, or (v) liabilities described in Section 4.03 of Parent CDnow Disclosure ScheduleLetter, neither Parent CDnow nor any of its subsidiaries CDnow Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be disclosed set forth on a consolidated balance sheet or in financial statements prepared the notes thereto, except those liabilities or obligations that, individually and in accordance with GAAPthe aggregate, have not had and could not reasonably be expected to have a CDnow Material Adverse Effect.

SEC Documents; Undisclosed Liabilities. Parent Since June 30, -------------------------------------- 2000, the Company has timely filed all required reports, schedules, forms, forms and registration statements and other documents (including exhibits and all other information incorporated therein) with the SEC since December 8the date on which it was required to do so (collectively, 1999 (together with Parent's Registration Statement on Form S-1 (Registration No. 333-87717)and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "Parent SEC Documents"). As of their respective dates, Parent the SEC Documents complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Documents, and none of the Parent SEC Documents when filed (including, without limitation, any and all financial statements included therein) as of such dates contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later filed Parent SEC Document, none of the Parent SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of Parent the Company included in the Parent SEC Documents comply as to form(the "SEC Financial Statements"), as of their respective dates of filing with the SECdates, complied as to form in all material respects with applicable accounting requirements and the Accounting Rulespublished rules and regulations of the SEC with respect thereto, have been were prepared in accordance with GAAP generally accepted accounting principles (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the Exchange Act) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present presented in all material respects the consolidated financial position of Parent the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal recurring year-end audit adjustments). Except Since June 30, 2000, neither the Company nor any of its subsidiaries, has incurred any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required, if known, to be reflected or reserved against on a consolidated balance sheet of the Company prepared in accordance with generally accepted accounting principles applied on a consistent basis ("GAAP") except (i) as reflected in and to the most recent financial statements contained in Parent SEC Documents or in extent set forth on the audited balance sheet of the Company and its subsidiaries as of June 30, 2000 (including the notes thereto), (ii) for liabilities that have been as incurred in connection with the transactions contemplated by Parent and its subsidiaries since this Agreement, (iii) as incurred after June 30, 2001, 2000 in the ordinary course of business and consistent with past practice, (iii) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby (iv) for liabilities that do not and would not as described in the SEC Documents filed since June 30, 2000 (the "Recent SEC Documents"), or (v) as could not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect on ParentEffect. If, at any time prior to the Effective Time, the Company shall obtain knowledge of any facts with respect to itself, any of its officers or (v) liabilities described in Section 4.03 of Parent Disclosure Schedule, neither Parent nor directors or any of its subsidiaries has that would require the supplement or amendment to any liabilities (whether accruedof the foregoing documents in order to make the statements therein, absolutein the light of the circumstances under which they were made, contingent not misleading, or otherwise) to comply with applicable laws, such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of the Company, and in the event Parent or Purchaser shall advise the Company as to its obtaining knowledge of any facts that would make it necessary to supplement or amend any of the foregoing documents, the Company shall promptly amend or supplement such document, and such amendment or supplement shall be disclosed in financial statements prepared in accordance promptly filed with GAAPthe SEC, and as required by law disseminated to the stockholders of the Company.

SEC Documents; Undisclosed Liabilities. Parent The Company has timely filed with the SEC all required reports, schedules, forms, statements and other documents required pursuant to the Securities Act of 1933, as amended (the "Securities Act") and the Exchange Act since April 30, 2004 (collectively, and in each case including all exhibits and all other information schedules thereto and documents incorporated by reference therein) with the SEC since December 8, 1999 (together with Parent's Registration Statement on Form S-1 (Registration No. 333-87717), the "Parent SEC Documents"). As of their respective dates, Parent the SEC Documents complied (other than the SEC Financial Statements) comply in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Documents. Except to the extent that information contained in any SEC Document has been revised or superseded by a later filed SEC Document, and none of the Parent SEC Documents when filed contained (including any and all SEC Financial Statements included therein) contains any untrue statement of a material fact or omitted omits to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later filed Parent SEC Document, none of the Parent SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of Parent the Company included in the Parent all SEC Documents filed since April 30, 2004 (the "SEC Financial Statements") comply as to form, as of their respective dates of filing with the SEC, form in all material respects with applicable published accounting requirements and the Accounting Rulespublished rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP generally accepted accounting principles as applied in the United States (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-QSB of the SEC), applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of Parent the Company and its consolidated subsidiaries Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal recurring year-end audit adjustments). Except (i) as reflected in Neither the most recent financial statements contained in Parent SEC Documents or in the notes thereto, (ii) for liabilities that have been incurred by Parent and its subsidiaries since June 30, 2001, in the ordinary course of business and consistent with past practice, (iii) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby (iv) for liabilities that do not and would not reasonably be expected to have a Material Adverse Effect on Parent, or (v) liabilities described in Section 4.03 of Parent Disclosure Schedule, neither Parent Company nor any of its subsidiaries Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by generally accepted accounting principles as applied in the United States to be recognized or disclosed on a consolidated balance sheet of the Company and its Subsidiaries or in financial statements prepared the notes thereto, except (i) liabilities reflected in accordance the consolidated balance sheet of the Company as of January 31, 2007 (the "2007 Balance Sheet") and (ii) liabilities incurred since January 31, 2007 in the ordinary course of business consistent with GAAPpast practice, which, if in an amount in excess of $10,000, are listed in Section 3.01(e) of the Company Disclosure Schedule.

SEC Documents; Undisclosed Liabilities. Parent The Company has timely filed all required reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) required to be filed by it with the SEC since December 8, 1999 Securities and Exchange Commission (together with Parent's Registration Statement on Form S-1 (Registration No. 333-87717), the "Parent SEC") since January 1, 1995 (the "SEC Documents"). As of their respective dates, Parent the SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC DocumentsDocuments except as set forth in Section 4.01(e) of the Company Disclosure Schedule, and none of the Parent SEC Documents when filed contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later filed Parent SEC Document, none of the Parent SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of Parent the Company included in the Parent SEC Documents comply as to form, as of their respective dates of filing with the SEC, form in all material respects with applicable accounting requirements and the Accounting Rulespublished rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP generally accepted accounting principles ("GAAP") (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of Parent the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal recurring year-year- end audit adjustments). Except (i) as reflected set forth in the most recent financial statements contained in Parent SEC Documents or in the notes thereto, (ii) for liabilities that have been incurred by Parent and its subsidiaries since June 30, 2001, in the ordinary course of business and consistent with past practice, (iii) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby (iv) for liabilities that do not and would not reasonably be expected to have a Material Adverse Effect on Parent, or (v) liabilities described in Section 4.03 of Parent Disclosure Schedule, neither Parent nor any of its subsidiaries has any liabilities (whether accrued, absolute, contingent or otherwise) required to be disclosed in financial statements prepared in accordance with GAAP.24 20

SEC Documents; Undisclosed Liabilities. Parent (i) US BioEnergy has timely filed (or, where permitted, furnished) all required reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) required to be filed (or furnished) under the Securities Act, the Exchange Act or the Xxxxxxxx-Xxxxx Act of 2002 (including the rules and regulations promulgated thereunder, “SOX”) by US BioEnergy or any of its Subsidiaries with the SEC since December 81, 1999 2006 (such documents, together with Parent's Registration Statement any documents filed during such period by US BioEnergy with the SEC on a voluntary basis on Current Reports on Form S-1 (Registration No. 3338-87717)K, collectively, the "Parent “US BioEnergy SEC Documents"”). As of their respective dates, Parent the US BioEnergy SEC Documents complied in all material respects with the requirements of the Securities Act or Act, the Exchange ActAct and SOX, as in each case to the case may be, and the rules and regulations of the SEC promulgated thereunder extent applicable to such Parent US BioEnergy SEC Documents, and none of the Parent US BioEnergy SEC Documents when filed (and, in the case of any registration statement under the Securities Act, at the time it was declared effective) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Parent US BioEnergy SEC Document has been revised revised, amended, supplemented or superseded by a later filed Parent US BioEnergy SEC Document, none of the Parent US BioEnergy SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of Parent US BioEnergy included in the Parent US BioEnergy SEC Documents comply as to form, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto (the “Accounting Rules”), have been prepared in accordance with GAAP generally accepted accounting principles in the United States (“GAAP”) (except, in the case of unaudited statements, as permitted by Form 10-Q and Regulation S-X of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of Parent US BioEnergy and its consolidated subsidiaries Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal recurring year-end audit adjustmentsadjustments and the absence of footnotes, if applicable). Except for liabilities and obligations (i) as reflected or reserved against in the most recent financial statements contained in Parent SEC Documents balance sheet (or described in the notes thereto) of US BioEnergy included in the US BioEnergy Filed SEC Documents, (ii) for liabilities that have been incurred by Parent and its subsidiaries since June 30, 2001, in the ordinary course of business and consistent with past practice, (iii) for liabilities incurred in connection with this Agreement or the VeraSun Shareholders Agreement or the transactions contemplated hereby (iv) for liabilities that do not and would not reasonably be expected to have a Material Adverse Effect on Parent, by this Agreement or the VeraSun Shareholders Agreement or (viii) liabilities described incurred since September 30, 2007, in Section 4.03 the ordinary course of Parent Disclosure Schedulebusiness, neither Parent US BioEnergy nor any of its subsidiaries Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required that, individually or in the aggregate, have had or are reasonably likely to be disclosed in financial statements prepared in accordance with GAAPhave a Material Adverse Effect on US BioEnergy.

SEC Documents; Undisclosed Liabilities. Parent (a) The Company has timely filed filed, or furnished, as applicable, all required reports, schedules, forms, registration statements and other documents (including exhibits and all other information incorporated therein) with the SEC since December 8January 1, 1999 2010 (together with Parent's Registration Statement on Form S-1 (Registration No. 333-87717), the "Parent “Company SEC Documents"”). As of their respective datesdates of filing with the SEC (or, Parent if amended or superseded by a filing prior to the date hereof, as of the date of such filing), the Company SEC Documents complied in all material respects respects, with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent Company SEC Documents, and none of the Parent Company SEC Documents when filed contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later filed Parent SEC Document, none of the Parent SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of Parent the Company included in the Parent Company SEC Documents comply (including any related notes thereto), including the Company Financial Statements, complied as to form, as of their respective dates of filing with the SEC, in all material respects with all applicable accounting requirements and with the Accounting Rulespublished rules and regulations of the SEC with respect thereto (except, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC), have been prepared in accordance with GAAP applied on a consistent basis during throughout the periods involved (except as may be indicated in the notes thereto) involved, and fairly present in all material respects the consolidated financial position of Parent and its consolidated subsidiaries Company as of the respective dates thereof and the consolidated results of their operations its operations, changes in stockholders’ equity and cash flows for the respective periods then ended (subjectindicated, except that the unaudited consolidated financial statements included in the case of unaudited statements, Company Financial Statements do not contain footnotes and are subject to normal recurring year-end audit adjustments). Except (i) as reflected in the most recent financial statements contained in Parent SEC Documents , which will not, individually or in the notes theretoaggregate, be material. The Company has established disclosure controls and procedures (iias defined in Rules 13a-15(e) for liabilities and 15d-15(e) under the Exchange Act) and has designed such disclosure controls and procedures to ensure that have been incurred by Parent and its subsidiaries since June 30, 2001, in the ordinary course of business and consistent with past practice, (iii) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby (iv) for liabilities that do not and would not reasonably be expected to have a Material Adverse Effect on Parent, or (v) liabilities described in Section 4.03 of Parent Disclosure Schedule, neither Parent nor any of its subsidiaries has any liabilities (whether accrued, absolute, contingent or otherwise) information required to be disclosed by the Company in financial statements prepared the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in accordance with GAAPthe SEC’s rules and forms.

SEC Documents; Undisclosed Liabilities. Parent The Company has timely filed with the SEC all required reports, schedules, forms, statements and other documents required pursuant to the Securities Act and the Exchange Act since January 1, 1994 (collectively, and in each case including all exhibits and all other information schedules thereto and documents incorporated by reference therein) with the SEC since December 8, 1999 (together with Parent's Registration Statement on Form S-1 (Registration No. 333-87717), the "Parent SEC Documents"). As of their respective dates, Parent the SEC Documents complied in all material respects with the requirements of the Securities Act Act, or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Documents, and none of the Parent SEC Documents when filed (including any and all financial statements included therein) as of such dates contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later filed Parent SEC Document, none of the Parent SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of Parent the Company included in the Parent all SEC Documents filed since January 1, 1994 (the "SEC Financial Statements") comply as to form, as of their respective dates of filing with the SEC, form in all material respects with applicable accounting requirements and the Accounting Rulespublished rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP generally accepted accounting principles (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC), applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of Parent the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal recurring year-end audit adjustments). Except as set forth in the SEC Documents filed by the Company since January 1, 1996 and prior to the date of this Agreement (ithe "Recent SEC Documents") and except as reflected disclosed in Section 3.01(e) of the Disclosure Schedule, at the date of the most recent audited financial statements contained in Parent SEC Documents or of the Company included in the notes thereto, (ii) for liabilities that have been incurred by Parent and its subsidiaries since June 30, 2001, in the ordinary course of business and consistent with past practice, (iii) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby (iv) for liabilities that do not and would not reasonably be expected to have a Material Adverse Effect on Parent, or (v) liabilities described in Section 4.03 of Parent Disclosure ScheduleRecent SEC Documents, neither Parent the Company nor any of its subsidiaries had, and since such date neither the Company nor any of such subsidiaries has incurred, any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required which, individually or in the aggregate, could reasonably be expected to be disclosed in financial statements prepared in accordance have a Material Adverse Effect with GAAPrespect to the Company.

SEC Documents; Undisclosed Liabilities. Parent Pubco has timely filed all required reports, schedules, forms, statements and other documents as required by the Securities and Exchange Commission (including exhibits the “SEC”) and Pubco has delivered or made available to the Company all reports, schedules, forms, statements and other information incorporated therein) documents filed with the SEC since December 8(collectively, 1999 (together with Parent's Registration Statement on Form S-1 (Registration No. 333-87717)and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "Parent “Pubco SEC Documents"”). As of their respective dates, Parent the Pubco SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent Pubco SEC Documents, and none of the Parent Pubco SEC Documents when filed (including any and all consolidated financial statements included therein) as of such date contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later filed Parent subsequent filing with the SEC Document(a copy of which has been provided to the Company prior to the date of this Agreement), none of the Parent Pubco SEC Documents Documents, to the knowledge of Pubco’s management, contains any untrue statement of a material fact or omits to state any material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of Parent Pubco included in the Parent such Pubco SEC Documents comply as to form, as of their respective dates of filing with the SEC, form in all material respects with applicable accounting requirements and the Accounting Rulespublished rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP U.S. generally accepted accounting principles (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of Parent Pubco and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and changes in cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal recurring year-end audit adjustmentsadjustments as determined by Pubco’s independent accountants). Except (i) as reflected set forth in the Pubco SEC Documents, at the date of the most recent audited financial statements contained in Parent SEC Documents or of Pubco included in the notes theretoPubco SEC Documents, (ii) for liabilities that have been Pubco has not incurred by Parent and its subsidiaries since June 30, 2001, in the ordinary course of business and consistent with past practice, (iii) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby (iv) for liabilities that do not and would not reasonably be expected to have a Material Adverse Effect on Parent, or (v) liabilities described in Section 4.03 of Parent Disclosure Schedule, neither Parent nor any of its subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required which, individually or in the aggregate, could reasonably be expected to be disclosed in financial statements prepared in accordance have a material adverse effect with GAAPrespect to Pubco.

SEC Documents; Undisclosed Liabilities. Parent The Company has timely filed or furnished all required reports, schedules, forms, statements and other documents (including exhibits all exhibits, supplements and all other information incorporated thereinamendments thereto) required to be filed or furnished by the Company with the SEC since December 8January 1, 1999 2009 (such documents, together with Parent's Registration Statement all exhibits and schedules thereto and all information incorporated therein by reference and any documents filed or furnished during such periods by the Company to the SEC on Current Reports of Form S-1 (Registration No. 3338-87717)K, the "Parent “Company SEC Documents"”). As of their its respective datesdate, Parent each Company SEC Documents Document complied as to form in all material respects with the requirements of the Securities Exchange Act or the Exchange Securities Act of 1933, as amended (the “Securities Act”), as the case may be, and the Xxxxxxxx-Xxxxx Act of 2002, including, in each case, the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Documentsthereunder, and none of the Parent SEC Documents when filed contained did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later filed Parent SEC Document, none of the Parent SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of Parent the Company included in the Parent Company SEC Documents comply as to form, as of their respective dates of filing with the SEC, form in all material respects with applicable accounting requirements and the Accounting Rulespublished rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of Parent the Company and its consolidated subsidiaries the Company Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal recurring year-end audit adjustments). Except (i) as reflected set forth in the most recent financial statements contained in Parent Company SEC Documents filed and publicly available prior to the date hereof or in Section 3.06 of the notes thereto, (ii) for liabilities that have been incurred by Parent and its subsidiaries since June 30, 2001, in the ordinary course of business and consistent with past practice, (iii) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby (iv) for liabilities that do not and would not reasonably be expected to have a Material Adverse Effect on Parent, or (v) liabilities described in Section 4.03 of Parent Company Disclosure ScheduleLetter, neither Parent the Company nor any of its subsidiaries Company Subsidiary has any material liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required to be disclosed that are not set forth on a consolidated balance sheet of the Company or such Company Subsidiary or in financial statements prepared in accordance with GAAPthe notes thereto.

SEC Documents; Undisclosed Liabilities. Parent The Company (or its public predecessor) has timely filed all required reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) with the SEC since December 8January 1, 1999 1998 (together with Parent's Registration Statement on Form S-1 (Registration No. 333-87717)collectively, the "Parent Company SEC Documents"). No Subsidiary of the Company is required to file any report, schedule, form, statement or other document with the SEC. As of their respective dates, Parent the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent Company SEC Documents, and none of the Parent Company SEC Documents when filed contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Parent Company SEC Document has been revised or superseded by a later filed Parent Company SEC Document, none of the Parent Company SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of Parent (including the related notes) included in the Parent Company SEC Documents comply as to form, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto (the "Accounting Rules"), have been prepared in accordance with GAAP generally accepted accounting principles ("GAAP") (except, in the case of unaudited statements, as permitted by the Accounting Rules) applied on a consistent basis during the periods involved (except as may be indicated in the notes theretorelated notes) and fairly present in all material respects the consolidated financial position of Parent the Company and its consolidated subsidiaries Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal recurring year-end audit adjustments). Except Neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature (iwhether accrued, absolute, contingent or otherwise) as reflected in the most recent financial statements contained in Parent SEC Documents which individually or in the notes thereto, (ii) for liabilities that have been incurred by Parent and its subsidiaries since June 30, 2001, in the ordinary course of business and consistent with past practice, (iii) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby (iv) for liabilities that do not and would not aggregate could reasonably be expected to have a Material Adverse Effect on Parent, or (v) liabilities described in Section 4.03 of Parent Disclosure Schedule, neither Parent nor any of its subsidiaries has any liabilities (whether accrued, absolute, contingent or otherwise) required to be disclosed in financial statements prepared in accordance with GAAPthe Company.

SEC Documents; Undisclosed Liabilities. Parent 4.6.1 For all periods subsequent to May 2, 2008, FPM has timely filed all required reports, schedules, forms, statements and other documents as required by the SEC in a timely basis (or has received a valid extension of such time of filing and has filed any such reports or other documents prior to the expiration of any such extension), and FPM has delivered or made available to FPI all reports, schedules, forms, statements and other documents filed with or furnished to the SEC during such period (collectively, and in each case including all exhibits and all other information schedules thereto and documents incorporated by reference therein) with the SEC since December 8, 1999 (together with Parent's Registration Statement on Form S-1 (Registration No. 333-87717), the "Parent “FPM SEC Documents"”). As of their respective datesdates (or, Parent if amended, supplemented or superseded by a filing prior to the date hereof, then as of the date of such amendment, supplement or superseding filing) the FPM SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent FPM SEC Documents, and none of the Parent FPM SEC Documents when filed (including any and all consolidated financial statements included therein) as of such date contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later filed Parent SEC Document, none of the Parent SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of Parent FPM included in the Parent such FPM SEC Documents comply as to form, as of their respective dates of filing with the SEC, form in all material respects with applicable accounting requirements and the Accounting Rulespublished rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) ), have been reviewed by an independent accountant registered with the Public Company Accounting Oversight Board and fairly and accurately present in all material respects the consolidated financial position of Parent and its consolidated subsidiaries FPM as of the dates thereof and the consolidated results of their operations and changes in cash flows for the periods then ended covered thereby (subject, in the case of unaudited quarterly statements, to normal recurring year-end audit adjustments). Except (i) adjustments as reflected in the most recent financial statements contained in Parent SEC Documents or in the notes theretodetermined by FPM’s independent accountants, (ii) for liabilities that have been incurred by Parent and its subsidiaries since June 30, 2001, in the ordinary course of business and consistent with past practice, (iii) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby (iv) for liabilities that do which are not and would not reasonably be expected to have a Material Adverse Effect material adverse effect on Parent, or (v) liabilities described in Section 4.03 of Parent Disclosure Schedule, neither Parent nor any of FPM and its subsidiaries has any liabilities (whether accrued, absolute, contingent or otherwise) required to be disclosed in financial statements prepared in accordance with GAAPbusiness).

SEC Documents; Undisclosed Liabilities. Parent (i) Company has timely filed all required reports, schedules, forms, registration statements and other documents (including exhibits and all other information incorporated therein) with the SEC since December 8November 30, 1999 2004 (together with Parent's Registration Statement on Form S-1 (Registration No. 333-87717), the "Parent “Company SEC Documents"”). As of their respective datesdates of filing with the SEC (or, Parent if amended or superseded by a filing prior to the date hereof, as of the date of such filing), the Company SEC Documents complied in all material respects respects, with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent Company SEC Documents, and none of the Parent Company SEC Documents when filed contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later filed Parent SEC Document, none of the Parent SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of Parent Company included in the Parent Company SEC Documents comply complied as to form, as of their respective dates of filing with the SEC, in all material respects with all applicable accounting requirements and with the Accounting Rulespublished rules and regulations of the SEC with respect thereto and, (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC), have been prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes theretodisclosed therein) and fairly present in all material respects the consolidated financial position of Parent Company and its consolidated subsidiaries as of the dates thereof Subsidiaries and the consolidated results of their operations operations, changes in stockholders’ equity and cash flows of such companies as of the dates and for the periods then ended (subject, in shown. There are no outstanding comments from the case Staff of unaudited statements, the SEC with respect to normal recurring year-end audit adjustments). Except (i) as reflected in the most recent financial statements contained in Parent SEC Documents or in the notes thereto, (ii) for liabilities that have been incurred by Parent and its subsidiaries since June 30, 2001, in the ordinary course of business and consistent with past practice, (iii) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby (iv) for liabilities that do not and would not reasonably be expected to have a Material Adverse Effect on Parent, or (v) liabilities described in Section 4.03 of Parent Disclosure Schedule, neither Parent nor any of its subsidiaries has any liabilities (whether accrued, absolute, contingent or otherwise) required to be disclosed in financial statements prepared in accordance with GAAPthe Company SEC Documents.

SEC Documents; Undisclosed Liabilities. Parent Since January 1, 1995, the Company has timely filed all required reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) with the SEC since December 8, 1999 (together with Parent's Registration Statement on Form S-1 (Registration No. 333-87717), the "Parent Company SEC Documents"). As of their respective dates, Parent the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent Company SEC Documents, and none of the Parent no Company SEC Documents Document when filed (as amended and restated and as supplemented by subsequently filed Company SEC Documents) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later filed Parent SEC Document, none of the Parent SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of Parent the Company included in the Parent Company SEC Documents comply complied as to form, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and the Accounting Rulespublished rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of Parent the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal recurring year-end audit adjustments). Except (i) as reflected in the most recent such financial statements contained in Parent SEC Documents or in the notes thereto, thereto or (ii) for liabilities that have been incurred by Parent and its subsidiaries since June 30, 2001, in the ordinary course of business and consistent with past practice, (iii) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby (iv) for liabilities that do not and would not reasonably be expected to have a Material Adverse Effect on Parent, or (v) liabilities described in Section 4.03 of Parent Disclosure Schedulehereby, neither Parent the Company nor any of its subsidiaries has any liabilities (whether accruedor obligations of any nature which, absoluteindividually or in the aggregate, contingent or otherwise) required to be disclosed in financial statements prepared in accordance with GAAPwould have a material adverse effect on the Company.

SEC Documents; Undisclosed Liabilities. Parent has timely The Company and the Company Subsidiaries have filed all required reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) required to be filed by the Company or any Company Subsidiary with the SEC since December 8January 1, 1999 1998 (together with Parent's Registration Statement on Form S-1 (Registration No. 333-87717), the "Parent Company SEC Documents"). As of their respective dates, Parent Each Company SEC Documents Document complied in all material respects as of its respective date with the requirements of the Securities Exchange Act or the Exchange Securities Act of 1933, as amended (the "Securities Act"), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent Company SEC DocumentsDocument, and none of except to the Parent extent that information contained in any Company SEC Documents when Document has been revised or superseded by a later filed contained Company SEC Document, does not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later filed Parent SEC Document, none of the Parent SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of Parent the Company included in the Parent Company SEC Documents comply as to form, as of their respective dates of filing with the SEC, form in all material respects with applicable accounting requirements and the Accounting Rulespublished rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP generally accepted accounting principles ("GAAP") (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of Parent the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal recurring year-end audit adjustments). Except (i) as reflected set forth in the most recent financial statements contained in Parent Filed Company SEC Documents (as defined in Section 3.08) or the Company Disclosure Letter or incurred after the date hereof in the notes theretousual, (ii) for liabilities that have been incurred by Parent regular and its subsidiaries since June 30, 2001, in the ordinary course of business in substantially the same manner as previously conducted and consistent with past practice, (iii) for liabilities incurred in connection with not prohibited by this Agreement or the transactions contemplated hereby (iv) for liabilities that do not and would not reasonably be expected to have a Material Adverse Effect on Parent, or (v) liabilities described in Section 4.03 of Parent Disclosure ScheduleAgreement, neither Parent the Company nor any of its subsidiaries Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be disclosed set forth on a consolidated balance sheet of the Company and its consolidated subsidiaries or in financial statements prepared the notes thereto and that, individually or in accordance with GAAPthe aggregate, could reasonably be expected to have a Company Material Adverse Effect.

SEC Documents; Undisclosed Liabilities. Parent The Company has timely filed all required reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) with the SEC since December 8January 26, 1999 2002 (together with Parent's Registration Statement on Form S-1 (Registration No. 333-87717), the "Parent Company SEC Documents"). As of their respective datesits date, Parent each Company SEC Documents Document complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act") or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent Company SEC Documents, and none of the Parent SEC Documents when filed contained did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements thereintherein (other than in the case of registration statements of the Company filed under the Securities Act, in light of the circumstances under which they were made, ) not misleading. Except , except to the extent that information contained in any Parent such Company SEC Document has been revised modified or superseded by a later filed Parent Company SEC Document, none of the Parent SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of Parent the Company included in the Parent SEC Documents comply Company's (i) annual report on Form 10-K for the fiscal year ended January 25, 2003 and (ii) quarterly report on Form 10-Q for the quarterly period ended April 26, 2003, complied at the time they were filed as to form, as of their respective dates of filing with the SEC, form in all material respects with applicable accounting requirements and the Accounting Rulespublished rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP generally accepted accounting principles in the United States ("GAAP") (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and each fairly present presented in all material respects the consolidated financial position of Parent and its consolidated subsidiaries the Company as of the dates thereof and the consolidated results of their its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal recurring year-end audit adjustments). Except (i) as reflected in the most recent financial statements contained in Parent SEC Documents or in the notes thereto, (ii) for liabilities that have been incurred in connection with the transactions contemplated by Parent and its subsidiaries since June 30, 2001, this Agreement or in the ordinary course of business and consistent with past practice, (iii) for liabilities incurred since the date of the most recent balance sheet included in connection with this Agreement or the transactions contemplated hereby (iv) for liabilities that do not and would not reasonably be expected to have a Material Adverse Effect on Parent, or (v) liabilities described in Section 4.03 of Parent Disclosure ScheduleCompany SEC Documents, neither Parent the Company nor any of its subsidiaries Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be disclosed set forth on a consolidated balance sheet of the Company or the notes thereto which, individually or in financial statements prepared in accordance with GAAPthe aggregate, would have a Company Material Adverse Effect. None of the Company Subsidiaries is subject to the informational reporting requirements of Section 13 of the Exchange Act.

SEC Documents; Undisclosed Liabilities. Parent (i) VeraSun has timely filed (or, where permitted, furnished) all required reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) required to be filed (or furnished) under the Securities Act, the Exchange Act or SOX by VeraSun or any of its Subsidiaries with the SEC since December 8June 1, 1999 2006 (such documents, together with Parent's Registration Statement any documents filed during such period by VeraSun with the SEC on a voluntary basis on Current Reports on Form S-1 (Registration No. 3338-87717)K, collectively, the "Parent “VeraSun SEC Documents"”). As of their respective dates, Parent the VeraSun SEC Documents complied in all material respects with the requirements of the Securities Act or Act, the Exchange ActAct and SOX, as in each case to the case may be, and the rules and regulations of the SEC promulgated thereunder extent applicable to such Parent VeraSun SEC Documents, and none of the Parent VeraSun SEC Documents when filed (and, in the case of any registration statement under the Securities Act, at the time it was declared effective) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Parent VeraSun SEC Document has been revised revised, amended, supplemented or superseded by a later filed Parent VeraSun SEC Document, none of the Parent VeraSun SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of Parent VeraSun included in the Parent VeraSun SEC Documents comply as to form, as of their respective dates of filing with the SEC, in all material respects with the Accounting Rules, have been prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q and Regulation S-X of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of Parent VeraSun and its consolidated subsidiaries Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal recurring year-end audit adjustmentsadjustments and the absence of footnotes if applicable). Except for liabilities and obligations (i) as reflected or reserved against in the most recent financial statements contained in Parent SEC Documents balance sheet (or described in the notes thereto) of VeraSun included in the VeraSun Filed SEC Documents, (ii) for liabilities that have been incurred by Parent and its subsidiaries since June 30, 2001, in the ordinary course of business and consistent with past practice, (iii) for liabilities incurred in connection with this Agreement or the US BioEnergy Shareholders Agreement or the transactions contemplated hereby (iv) for liabilities that do not and would not reasonably be expected to have a Material Adverse Effect on Parent, by this Agreement or the US BioEnergy Shareholders Agreement or (viii) liabilities described incurred since September 30, 2007, in Section 4.03 the ordinary course of Parent Disclosure Schedulebusiness, neither Parent VeraSun nor any of its subsidiaries Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required that, individually or in the aggregate, have had or are reasonably likely to be disclosed in financial statements prepared in accordance with GAAPhave a Material Adverse Effect on VeraSun.

SEC Documents; Undisclosed Liabilities. Parent The Company --------------------------------------- has timely filed all required reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) required to be filed by the Company with the SEC since December 8January 1, 1999 1996, pursuant to Sections 13(a) and 15(d) of the Exchange Act (together with Parent's Registration Statement on Form S-1 (Registration No. 333-87717), the "Parent Company SEC Documents"). As --------------------- of their its respective datesdate, Parent each Company SEC Documents Document complied in all material respects with the requirements of the Securities Exchange Act or the Exchange Securities Act of 1933, as amended (the "Securities Act"), as the case may be, and the rules and -------------- regulations of the SEC promulgated thereunder applicable to such Parent Company SEC DocumentsDocument, and none of the Parent SEC Documents when filed contained did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Parent SEC Document the Company's Annual Report on Form 10-K for the year ended December 31, 1997 (the "1997 Company 10-K"), has been revised or superseded by a later Company SEC Document ------------------ filed Parent SEC Documentprior to the date of this Agreement, none and except as disclosed in the Company Disclosure Letter, as of the Parent SEC Documents contains date of this Agreement, the 1997 Company 10-K does not contain any untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of Parent the Company included in the Parent Company SEC Documents comply as to form, as of their respective dates of filing with the SEC, form in all material respects with applicable accounting requirements and the Accounting Rulespublished rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP generally accepted accounting principles ("GAAP") (except, in the case of ---- unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of Parent the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal recurring year-end audit adjustments). Except (i) as reflected set forth in the most recent financial statements contained in Parent Filed Company SEC Documents or in Documents, as of the notes thereto, (ii) for liabilities that have been incurred by Parent and its subsidiaries since June 30, 2001, in the ordinary course date of business and consistent with past practice, (iii) for liabilities incurred in connection with this Agreement or neither the transactions contemplated hereby (iv) for liabilities that do not and would not reasonably be expected to have a Material Adverse Effect on Parent, or (v) liabilities described in Section 4.03 of Parent Disclosure Schedule, neither Parent Company nor any of its subsidiaries Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be disclosed set forth on a consolidated balance sheet of the Company and its consolidated subsidiaries or in financial statements prepared the notes thereto and that, individually or in accordance with GAAPthe aggregate, would reasonably be expected to have a Company Material Adverse Effect. None of the Company Subsidiaries is, or has at any time since January 1, 1996, been, subject to the reporting requirements of Sections 13(a) and 15(d) of the Exchange Act.

SEC Documents; Undisclosed Liabilities. Parent (i) XM has timely filed filed, or furnished, as applicable, all required reports, schedules, forms, registration statements and other documents (including exhibits and all other information incorporated therein) with the SEC since December 831, 1999 2004 (together with Parent's Registration Statement on Form S-1 (Registration No. 333-87717), the "Parent “XM SEC Documents"”). As of their respective datesdates of filing with the SEC (or, Parent if amended or superseded by a filing prior to the date hereof, as of the date of such filing), the XM SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent XM SEC Documents, and none of the Parent XM SEC Documents when filed contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later filed Parent SEC Document, none of the Parent SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of Parent XM included in the Parent XM SEC Documents comply complied as to form, as of their respective dates of filing with the SEC, in all material respects with all applicable accounting requirements and with the Accounting Rulespublished rules and regulations of the SEC with respect thereto (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC), have been prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes theretodisclosed therein) and fairly present in all material respects the consolidated financial position of Parent XM and its consolidated subsidiaries as of the dates thereof Subsidiaries and the consolidated results of their operations operations, changes in stockholders’ equity and cash flows of such companies as of the dates and for the periods then ended (subject, in shown. There are no outstanding comments from the case Staff of unaudited statements, the SEC with respect to normal recurring year-end audit adjustments). Except (i) as reflected in the most recent financial statements contained in Parent SEC Documents or in the notes thereto, (ii) for liabilities that have been incurred by Parent and its subsidiaries since June 30, 2001, in the ordinary course of business and consistent with past practice, (iii) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby (iv) for liabilities that do not and would not reasonably be expected to have a Material Adverse Effect on Parent, or (v) liabilities described in Section 4.03 of Parent Disclosure Schedule, neither Parent nor any of its subsidiaries has any liabilities (whether accrued, absolute, contingent or otherwise) required to be disclosed in financial statements prepared in accordance with GAAPthe XM SEC Documents.

SEC Documents; Undisclosed Liabilities. Parent Pubco has timely filed all required reports, schedules, forms, statements and other documents as required by the Securities and Exchange Commission (including exhibits the “SEC”) and Pubco has delivered or made available to the Company all reports, schedules, forms, statements and other information incorporated therein) documents filed with the SEC since December 8(collectively, 1999 (together with Parent's Registration Statement on Form S-1 (Registration No. 333-87717)and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "Parent “Pubco SEC Documents"”). As of their respective dates, Parent the Pubco SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent Pubco SEC Documents. Except to the extent revised or superseded by a subsequent filing with the SEC (a copy of which has been provided to the Company prior to the date of this Agreement), none of the Pubco SEC Documents, and none to the knowledge of the Parent SEC Documents when filed contained Pubco’s management, contains any untrue statement of a material fact or omits to state any material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later filed Parent SEC Document, none of the Parent SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of Parent Pubco included in the Parent such Pubco SEC Documents comply as to form, as of their respective dates of filing with the SEC, form in all material respects with applicable accounting requirements and the Accounting Rulespublished rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP U.S. generally accepted accounting principles (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of Parent Pubco and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and changes in cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal recurring year-end audit adjustmentsadjustments as determined by Pubco’s independent accountants). Except (i) as reflected set forth in the Pubco SEC Documents, at the date of the most recent audited financial statements contained in Parent SEC Documents or of Pubco included in the notes theretoPubco SEC Documents, (ii) for liabilities that have been Pubco has not incurred by Parent and its subsidiaries since June 30, 2001, in the ordinary course of business and consistent with past practice, (iii) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby (iv) for liabilities that do not and would not reasonably be expected to have a Material Adverse Effect on Parent, or (v) liabilities described in Section 4.03 of Parent Disclosure Schedule, neither Parent nor any of its subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required which, individually or in the aggregate, could reasonably be expected to be disclosed in financial statements prepared in accordance have a material adverse effect with GAAPrespect to Pubco.

SEC Documents; Undisclosed Liabilities. Parent (a) Since September 30, 1998, the Company has timely filed all required reports, schedules, forms, proxy, registration and other statements and other documents (including exhibits and all other information incorporated therein) with the SEC since December 8, 1999 (together with Parent's Registration Statement on Form S-1 (Registration No. 333-87717)collectively, the "Parent SEC Documents"). As of the date of this Agreement, the last SEC Document filed by the Company was its Quarterly Report on Form 10-Q for the quarter ended December 31, 1999. As of their respective filing dates, Parent the SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent the SEC Documents. As of their respective filing dates, and none of the Parent SEC Documents when filed contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except , except to the extent that information contained in any Parent SEC Document has such statements have been revised modified or superseded by a later SEC Document filed Parent SEC Documentand publicly available prior to the Closing Dates, none the circumstances or bases for which modifications or supersessions have not and will not individually or in the aggregate result in any material liability or obligation on behalf of the Parent SEC Documents contains Company under the Securities Act, the Exchange Act, the rules promulgated under the Securities Act or the Exchange Act, or any untrue statement of a material fact federal, state or omits to state any material fact required to be stated therein local anti-fraud, blue-sky, securities or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleadingsimilar laws. The consolidated financial statements of Parent the Company included in the Parent SEC Documents (as amended or supplemented by any later filed SEC Document filed and publicly available prior to January 1, 2000), comply as to form, as of their respective dates of filing with the SEC, form in all material respects with applicable accounting requirements and the Accounting Rulesrules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of Parent the Company and its consolidated subsidiaries the Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal recurring year-end audit adjustments). Except as set forth in the SEC Documents, neither the Company nor any Subsidiary has any obligation or liability of any nature whatsoever (direct or indirect, matured or unmatured, absolute, accrued, contingent or otherwise) either (i) as reflected in required by generally accepted accounting principles to be set forth on a consolidated balance sheet of the most recent financial statements contained in Parent SEC Documents Company and the Subsidiaries or in the notes thereto, thereto or (ii) for liabilities that have been incurred by Parent and its subsidiaries since June 30which, 2001, individually or in the ordinary course of business and consistent with past practiceaggregate, (iii) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby (iv) for liabilities that do not and would not could reasonably be expected to have a Material Adverse Effect on Parent, whether or (v) liabilities described in Section 4.03 of Parent Disclosure Schedule, neither Parent nor any of its subsidiaries has any liabilities (whether accrued, absolute, contingent or otherwise) not required by generally accepted accounting principles to be disclosed in financial statements provided or reserved against on a balance sheet prepared in accordance with GAAPgenerally accepted accounting principles; other than liabilities and obligations reflected or reserved against in the consolidated financial statements of the Company and its consolidated subsidiaries included in the Company's quarterly report on Form 10-Q for the quarter ended December 31, 1999, or incurred since the date of the balance sheet included in such financial statements in the ordinary course of business which are not individually or collectively material to the Company and the Subsidiaries taken as a whole.

SEC Documents; Undisclosed Liabilities. Parent (a) The Company has filed or furnished, as applicable, on a timely filed basis, with the SEC all required reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) required to be filed or furnished by the Company with the SEC pursuant to the Securities Act or the Exchange Act since December 8October 7, 1999 2021 (together with Parent's Registration Statement on Form S-1 (Registration No. 333-87717)the reports, schedules, forms, statements and other documents filed or furnished to the SEC since October 7, 2021 and those filed or furnished to the SEC subsequent to the date of this Agreement, including any amendments thereto, collectively, the "Parent “Company SEC Documents"”). As of their respective dateseffective dates (in the case of Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates or, Parent if amended prior to the date hereof, the date of the filing of such amendment, with respect to the portions that are amended (in the case of all other Company SEC Documents), the Company SEC Documents complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent Company SEC Documents, and none of the Parent Company SEC Documents when filed as of such respective dates (or, if amended prior to the date hereof, the date of the filing of such amendment, with respect to the disclosures that are amended) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later filed Parent SEC Document, none of the Parent SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of Parent included in the Parent SEC Documents comply as to form, as of their respective dates of filing with the SEC, in all material respects with the Accounting Rules, have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of Parent and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal recurring year-end audit adjustments). Except (i) as reflected in the most recent financial statements contained in Parent SEC Documents or in the notes thereto, (ii) for liabilities that have been incurred by Parent and its subsidiaries since June 30, 2001, in the ordinary course of business and consistent with past practice, (iii) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby (iv) for liabilities that do not and would not reasonably be expected to have a Material Adverse Effect on Parent, or (v) liabilities described in Section 4.03 of Parent Disclosure Schedule, neither Parent nor any of its subsidiaries has any liabilities (whether accrued, absolute, contingent or otherwise) required to be disclosed in financial statements prepared in accordance with GAAP.

SEC Documents; Undisclosed Liabilities. Parent (a) Purchaser has timely filed all required reports, schedules, formsforms and registration, statements proxy and other documents (including exhibits and all other information incorporated therein) statements with the SEC since December 8January 1, 1999 2000 (together with Parent's Registration Statement on Form S-1 (Registration No. 333-87717)collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "Parent SEC Documents"). None of Purchaser's subsidiaries are required to file periodic reports with the SEC pursuant to the Exchange Act. As of their respective dateseffective dates (in the case of SEC Documents that are registration statements filed pursuant to the Securities Act) and as of their respective SEC filing dates (in the case of all other SEC Documents), Parent the SEC Documents complied in all material respects with the requirements of the Exchange Act and the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Documents, and none of the Parent SEC Documents when filed as of such respective dates contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later later-filed Parent SEC Document, none of the Parent SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of Parent Purchaser included in the Parent SEC Documents comply as to form, as of their respective dates of filing with the SEC, form in all material respects with applicable accounting requirements and the Accounting Rulespublished rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP (except, in the case of unaudited quarterly statements, as indicated in the notes thereto) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of Parent Purchaser and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal recurring year-end audit adjustments). Except (i) as reflected in the most recent financial statements contained in Parent SEC Documents adjustments none of which has been or will be, individually or in the notes theretoaggregate, (ii) for liabilities that have been incurred by Parent and its subsidiaries since June 30, 2001, in the ordinary course of business and consistent with past practice, (iii) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby (iv) for liabilities that do not and would not reasonably be expected to have a Material Adverse Effect on Parent, or (v) liabilities described in Section 4.03 of Parent Disclosure Schedule, neither Parent nor any of its subsidiaries has any liabilities (whether accrued, absolute, contingent or otherwise) required to be disclosed in financial statements prepared in accordance with GAAPmaterial).

SEC Documents; Undisclosed Liabilities. Parent Pubco has timely filed all required reports, schedules, forms, statements and other documents as required by the Securities and Exchange Commission (including exhibits the “SEC”) and Pubco has delivered or made available to the Company all reports, schedules, forms, statements and other information incorporated therein) documents filed with the SEC since December 8(collectively, 1999 (together with Parent's Registration Statement on Form S-1 (Registration No. 333-87717)and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "Parent “Pubco SEC Documents"”). As of their respective dates, Parent the Pubco SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent Pubco SEC Documents, and none of the Parent Pubco SEC Documents when filed (including any and all consolidated financial statements included therein) as of such date contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later filed Parent subsequent filing with the SEC Document(a copy of which has been provided to the Company prior to the Effective Date), none of the Parent Pubco SEC Documents Documents, to the knowledge of Pubco’s management, contains any untrue statement of a material fact or omits to state any material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of Parent Pubco included in the Parent such Pubco SEC Documents comply as to form, as of their respective dates of filing with the SEC, form in all material respects with applicable accounting requirements and the Accounting Rulespublished rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP U.S. generally accepted accounting principles (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of Parent Pubco and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and changes in cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal recurring year-end audit adjustmentsadjustments as determined by Pubco’s independent accountants). Except (i) as reflected set forth in the Pubco SEC Documents, at the date of the most recent audited financial statements contained in Parent SEC Documents or of Pubco included in the notes theretoPubco SEC Documents, (ii) for liabilities that have been Pubco has not incurred by Parent and its subsidiaries since June 30, 2001, in the ordinary course of business and consistent with past practice, (iii) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby (iv) for liabilities that do not and would not reasonably be expected to have a Material Adverse Effect on Parent, or (v) liabilities described in Section 4.03 of Parent Disclosure Schedule, neither Parent nor any of its subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required which, individually or in the aggregate, could reasonably be expected to be disclosed in financial statements prepared in accordance have a material adverse effect with GAAPrespect to Pubco.

SEC Documents; Undisclosed Liabilities. Parent The Company has timely filed all required reports, schedules, forms, statements and other documents with the Securities and Exchange Commission ("SEC") since October 9, 1996 (collectively, and in each case including all exhibits and all other information schedules thereto and documents incorporated by reference therein) with the SEC since December 8, 1999 (together with Parent's Registration Statement on Form S-1 (Registration No. 333-87717)as amended, the "Parent SEC Documents"). As of their respective dates, Parent the SEC Documents complied in all material respects with the requirements of the Securities Act Act, or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Documents, and none of the Parent SEC Documents when filed (including any and all financial statements included therein) as of such dates contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later filed Parent subsequent filing with the SEC Document(a copy of which has been provided to MergerCo prior to the date of this Agreement), none of the Parent SEC Documents filed by the Company since May 31, 1997 and prior to the date of this Agreement (the "Recent SEC Documents") contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The consolidated financial statements of Parent the Company included in the Parent all SEC Documents filed since October 9, 1996 (the "SEC Financial Statements") comply as to form, as of their respective dates of filing with the SEC, form in all material respects with applicable accounting requirements and the Accounting Rulespublished rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP generally accepted accounting principles (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of Parent the Company and its consolidated subsidiaries Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal recurring year-end audit adjustments, none of which, individually or in the aggregate is material). Except (i) as reflected provided for in the balance sheet contained in the most recent audited financial statements contained of the Company included in Parent the Recent SEC Documents (the "Year End Balance Sheet") and except as disclosed in Section 4.5 of the Disclosure Schedule, neither the Company nor any Subsidiary has any liabilities or in the notes theretoobligations of any nature (whether accrued, absolute, contingent or otherwise) except (iix) for liabilities that have been incurred by Parent and its subsidiaries since June 30, 2001, in the ordinary and usual course of business and consistent with past practice, (iiiy) for liabilities specifically incurred in connection with this Agreement or the transactions contemplated hereby by this Agreement, and (ivz) for other liabilities that do which will not and would not reasonably be expected to have a Material Adverse Effect on Parentexceed $2,000,000 in the aggregate, or (v) liabilities described in exclusive of obligations under Section 4.03 of Parent Disclosure Schedule, neither Parent nor any of its subsidiaries has any liabilities (whether accrued, absolute, contingent or otherwise) required to be disclosed in financial statements prepared in accordance with GAAP10.2 hereof.

SEC Documents; Undisclosed Liabilities. Parent The Company has timely filed all required reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) required to be filed by the Company with the SEC since December 8January 1, 1999 1998 (together with Parent's Registration Statement on Form S-1 (Registration No. 333-87717), the "Parent COMPANY SEC DocumentsDOCUMENTS"). As of their its respective datesdate, Parent each Company SEC Documents Document complied in all material respects with the requirements of the Securities Exchange Act or the Exchange ActSecurities Act of 1933, as amended (the "SECURITIES ACT"), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent Company SEC DocumentsDocument, and none of the Parent SEC Documents when filed contained did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later filed Parent SEC Document, none As of the Parent date of this Agreement, the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1999 (filed on March 30, 2000) (the "1999 FORM 10-K"), its definitive Proxy Statement with respect to its 2000 Special Meeting (filed on April 19, 2000), its Quarterly Report on Form 10-Q for the quarter ended March 31, 2000 (filed on May 12, 2000), and its Current Report on Form 8-K (filed on May 12, 2000) (collectively, the "2000 SEC Documents contains DOCUMENTS") taken together do not contain any untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of Parent the Company included in the Parent Company SEC Documents comply as to form, as of their respective dates of filing with the SEC, form in all material respects with applicable accounting requirements and the Accounting Rulespublished rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP generally accepted accounting principles ("GAAP") (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of Parent the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal recurring year-end audit adjustments). Except (i) as reflected set forth in the most recent financial statements contained in Parent Filed Company SEC Documents or in the notes thereto, (ii) for liabilities that have been incurred by Parent and its subsidiaries since June 30, 2001, in the ordinary course of business and consistent with past practice, (iii) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby (iv) for liabilities that do not and would not reasonably be expected to have a Material Adverse Effect on Parent, or (v) liabilities described as defined in Section 4.03 of Parent Disclosure Schedule3.08), neither Parent the Company nor any of its subsidiaries Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be disclosed set forth on a consolidated balance sheet of the Company and its consolidated subsidiaries or in the notes thereto, other than liabilities or obligations incurred in the ordinary course of business consistent with prior practice since the date of the most recent financial statements prepared included in accordance with GAAPthe Filed Company SEC Documents.

SEC Documents; Undisclosed Liabilities. (a) Parent has timely filed all required reports, schedules, formsforms and registration, statements proxy and other documents (including exhibits and all other information incorporated therein) statements with the SEC since December 8January 1, 1999 2000 (together with Parent's Registration Statement on Form S-1 (Registration No. 333-87717)collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "Parent SEC Documents"). None of Parent's subsidiaries are required to file periodic reports with the SEC pursuant to the Exchange Act. As of their respective dateseffective dates (in the case of SEC Documents that are registration statements filed pursuant to the Securities Act) and as of their respective SEC filing dates (in the case of all other SEC Documents), Parent the SEC Documents complied in all material respects with the requirements of the Exchange Act and the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Documents, and none of the Parent SEC Documents when filed as of such respective dates contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later later-filed Parent SEC Document, none of the Parent SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of Parent included in the Parent SEC Documents comply as to form, as of their respective dates of filing with the SEC, form in all material respects with applicable accounting requirements and the Accounting Rulespublished rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP (except, in the case of unaudited quarterly statements, as indicated in the notes thereto) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of Parent and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal recurring year-end audit adjustments). Except (i) as reflected in the most recent financial statements contained in Parent SEC Documents adjustments none of which has been or will be, individually or in the notes theretoaggregate, (ii) for liabilities that have been incurred by Parent and its subsidiaries since June 30, 2001, in the ordinary course of business and consistent with past practice, (iii) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby (iv) for liabilities that do not and would not reasonably be expected to have a Material Adverse Effect on Parent, or (v) liabilities described in Section 4.03 of Parent Disclosure Schedule, neither Parent nor any of its subsidiaries has any liabilities (whether accrued, absolute, contingent or otherwise) required to be disclosed in financial statements prepared in accordance with GAAPmaterial).

SEC Documents; Undisclosed Liabilities. Since January 1, 1995, Parent has timely filed all required reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) with the SEC since December 8, 1999 (together with Parent's Registration Statement on Form S-1 (Registration No. 333-87717), the "Parent SEC Documents"). As of their respective dates, the Parent SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Documents, and none of the Parent SEC Documents when filed (as amended and restated and as supplemented by subsequently filed Parent SEC Documents) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later filed Parent SEC Document, none of the Parent SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of Parent included in the Parent SEC Documents comply complied as to form, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and the Accounting Rulespublished rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of Parent and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal recurring year-end audit adjustments). Except (i) as reflected in the most recent such financial statements contained in Parent SEC Documents or in the notes thereto, thereto or (ii) for liabilities that have been incurred by Parent and its subsidiaries since June 30, 2001, in the ordinary course of business and consistent with past practice, (iii) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby (iv) for liabilities that do not and would not reasonably be expected to have a Material Adverse Effect on Parent, or (v) liabilities described in Section 4.03 of Parent Disclosure Schedulehereby, neither Parent nor any of its subsidiaries has any liabilities (whether accruedor obligations of any nature which, absoluteindividually or in the aggregate, contingent or otherwise) required to be disclosed in financial statements prepared in accordance with GAAPwould have a material adverse effect on Parent.

SEC Documents; Undisclosed Liabilities. (i) Parent has timely filed filed, or furnished, as applicable, all required reports, schedules, forms, registration statements and other documents (including exhibits and all other information incorporated therein) with the SEC since December 8February 12, 1999 2007 (together with Parent's Registration Statement on Form S-1 (Registration No. 333-87717), the "“Parent SEC Documents"”). As of their respective datesdates of filing with the SEC (or, if amended or superseded by a filing prior to the date hereof, as of the date of such filing), the Parent SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Documents, and none of the Parent SEC Documents when filed contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later filed Parent SEC Document, none of the Parent SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of Parent included in the Parent SEC Documents comply complied as to form, as of their respective dates of filing with the SEC, in all material respects with all applicable accounting requirements and with the Accounting Rulespublished rules and regulations of the SEC with respect thereto and, (except, in the case of unaudited statements, as permitted by Form 10-QSB of the SEC), have been prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes theretodisclosed therein) and fairly present in all material respects the consolidated financial position of Parent and its consolidated subsidiaries as of the dates thereof Subsidiaries and the consolidated results of their operations operations, changes in stockholders’ equity and cash flows of such companies as of the dates and for the periods then ended (subject, in the case of unaudited statements, to normal recurring year-end audit adjustments)shown. Except (i) as reflected in for any comments issued on the most recent financial statements contained in Parent’s Registration Statement on Form SB-2 filed with the SEC on May 16, 2007, there are no outstanding comments from the Staff of the SEC with respect to any of the Parent SEC Documents or in the notes thereto, (ii) for liabilities that have been incurred by Parent and its subsidiaries since June 30, 2001, in the ordinary course of business and consistent with past practice, (iii) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby (iv) for liabilities that do not and would not reasonably be expected to have a Material Adverse Effect on Parent, or (v) liabilities described in Section 4.03 of Parent Disclosure Schedule, neither Parent nor any of its subsidiaries has any liabilities (whether accrued, absolute, contingent or otherwise) required to be disclosed in financial statements prepared in accordance with GAAPDocuments.

SEC Documents; Undisclosed Liabilities. Parent has timely (a) SXE and its Subsidiaries have filed and furnished all required reports, schedules, forms, statements certifications, prospectuses, and registration, proxy and other documents (including exhibits and all other information incorporated therein) statements required to be filed by them with the SEC since December 831, 1999 2014 (collectively and together with Parent's Registration Statement all documents filed on a voluntary basis on Form S-1 (Registration No. 3338-87717)K, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "Parent “SXE SEC Documents"”). As The SXE SEC Documents, as of their respective dates, Parent effective dates (in the case of the SXE SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates (in the case of all other SXE SEC Documents), or, if amended, as finally amended prior to the date of this Agreement, complied in all material respects with the requirements of the Exchange Act, the Securities Act or and the Exchange Xxxxxxxx-Xxxxx Act of 2002, as amended, and the rules and regulations promulgated thereunder (the “Xxxxxxxx-Xxxxx Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SXE SEC Documents, and none of the Parent SXE SEC Documents when filed as of such respective dates contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC staff with respect to the extent that information contained in any Parent SXE SEC Document has been revised or superseded by a later filed Parent SEC DocumentDocuments. To the Knowledge of SXE, none of the Parent SXE SEC Documents contains any untrue statement is the subject of a material fact ongoing SEC review or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of Parent included in the Parent SEC Documents comply as to form, as of their respective dates of filing with the SEC, in all material respects with the Accounting Rules, have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of Parent and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal recurring year-end audit adjustments). Except (i) as reflected in the most recent financial statements contained in Parent SEC Documents or in the notes thereto, (ii) for liabilities that have been incurred by Parent and its subsidiaries since June 30, 2001, in the ordinary course of business and consistent with past practice, (iii) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby (iv) for liabilities that do not and would not reasonably be expected to have a Material Adverse Effect on Parent, or (v) liabilities described in Section 4.03 of Parent Disclosure Schedule, neither Parent nor any of its subsidiaries has any liabilities (whether accrued, absolute, contingent or otherwise) required to be disclosed in financial statements prepared in accordance with GAAPinvestigation.

SEC Documents; Undisclosed Liabilities. Parent (a) The Company has timely filed all required reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) required to be filed by the Company with the SEC since December 831, 1999 2002 (together with Parent's Registration Statement on Form S-1 (Registration No. 333-87717)all information incorporated therein by reference, the "Parent “SEC Documents"”). As of their its respective datesdate, Parent each SEC Documents Document complied in all material respects with the requirements of the Securities Act or the Exchange Actof 1933, as the case may beamended, and the rules and regulations of the SEC promulgated thereunder (the “Securities Act”), the Exchange Act and the Sxxxxxxx-Xxxxx Act of 2002, and the rules and regulations promulgated thereunder (“SOX”), in each case, applicable to such Parent SEC DocumentsDocument, and none of the Parent SEC Documents when filed contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Parent SEC Document has been duly revised or superseded by a later later-filed Parent SEC Document filed and publicly available prior to March 9, 2005 (a “Filed SEC Document”), none of the Parent SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of Parent included in the Parent SEC Documents comply as to form, as As of their respective dates of filing with the SEC, the consolidated financial statements (including the related notes) of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the Accounting Rulespublished rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP generally accepted accounting principles in the United States (“GAAP”) (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and ). Such consolidated financial statements fairly present in all material respects the consolidated financial position of Parent the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in ended. None of the case of unaudited statements, to normal recurring year-end audit adjustments). Except (i) as reflected in the most recent financial statements contained in Parent SEC Documents or in the notes thereto, (ii) for liabilities that have been incurred by Parent and its subsidiaries since June 30, 2001, in the ordinary course of business and consistent with past practice, (iii) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby (iv) for liabilities that do not and would not reasonably be expected to have a Material Adverse Effect on ParentCompany Subsidiaries is, or (vhas at any time been, subject to the reporting requirements of Section 13(a) liabilities described in Section 4.03 or 15(d) of Parent Disclosure Schedule, neither Parent nor any of its subsidiaries has any liabilities (whether accrued, absolute, contingent or otherwise) required to be disclosed in financial statements prepared in accordance with GAAPthe Exchange Act.

SEC Documents; Undisclosed Liabilities. Parent Interiors has timely filed all required registration statements, prospectuses, reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) with the SEC since December 8June 30, 1999 1994 (together with Parent's Registration Statement on Form S-1 (Registration No. 333-87717), the "Parent Interiors SEC Documents"). As of their respective dates, Parent the Interiors SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent Interiors SEC Documents, and none of the Parent Interiors SEC Documents when filed contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later filed Parent SEC Document, none of the Parent SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of Parent Interiors included in the Parent Interiors SEC Documents comply as to form, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and the Accounting Rulespublished rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of Parent Interiors and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal recurring year-end audit adjustments). Except (i) as reflected in the most recent such financial statements contained in Parent SEC Documents or in the notes thereto, (ii) for liabilities that have been incurred by Parent and its subsidiaries since June 30, 2001, in the ordinary course of business and consistent with past practice, (iii) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby (iv) for liabilities that do not and would not reasonably be expected to have a Material Adverse Effect on Parenthereby, or (viii) liabilities described incurred in Section 4.03 the ordinary course of Parent Disclosure Schedulebusiness, neither Parent Interiors nor any of its subsidiaries has any liabilities (whether accruedor obligations of any nature which, absoluteindividually or in the aggregate, contingent or otherwise) required to be disclosed in financial statements prepared in accordance with GAAPwould have a material adverse effect on Interiors.

SEC Documents; Undisclosed Liabilities. Parent (a) The Company has timely filed all required reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) with the SEC since December 8relating to periods commencing on or after September 1, 1999 1998 (together with Parent's Registration Statement on Form S-1 (Registration No. 333-87717)such reports, schedules, forms, statements and other documents being hereinafter referred to as the "Parent Company SEC Documents"). As of their respective dates, Parent the Company SEC Documents complied in all material respects with the requirements of the Securities Exchange Act or the Exchange Securities Act of 1933, as amended (the "Securities Act"), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent Company SEC Documents, and none of the Parent Company SEC Documents when filed as of such dates contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later filed Parent SEC Document, none of the Parent SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of Parent the Company included in the Parent Company SEC Documents comply as to form, as of their respective dates of filing with the SEC, form in all material respects with applicable accounting requirements and the Accounting Rulespublished rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP generally accepted accounting principles in the United States ("GAAP") (except, in the case of unaudited quarterly statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may otherwise be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of Parent and its consolidated subsidiaries the Company as of the dates thereof and the consolidated results of their its operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal recurring year-end audit adjustments). Except (i) as reflected in the most recent financial statements contained in Parent SEC Documents or in the notes thereto, (ii) for liabilities that have been incurred by Parent and its subsidiaries since June 30, 2001, in the ordinary course of business and consistent with past practice, (iii) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby (iv) for liabilities that do not and would not reasonably be expected to have a Material Adverse Effect on Parent, or (v) liabilities described in Section 4.03 of Parent Disclosure Schedule, neither Parent nor any of its subsidiaries has any liabilities (whether accrued, absolute, contingent or otherwise) required to be disclosed in financial statements prepared in accordance with GAAP.

SEC Documents; Undisclosed Liabilities. Parent (a) Since June 27, 2009, the Company has timely filed with or furnished to the SEC all required reports, schedules, formsforms and registration statements (including without limitation the registration statement on Form S-3 filed September 24, statements 2010, as amended) (collectively, and in each case including all exhibits, schedules, and amendments thereto and other documents (including exhibits and all other information incorporated by reference therein) with the SEC since December 8, 1999 (together with Parent's Registration Statement on Form S-1 (Registration No. 333-87717), the "Parent “SEC Documents"”). As of their respective dates, Parent the SEC Documents complied in all material respects with the requirements of the Securities Act or of 1933, as amended (the “Securities Act”), the Exchange Act, and the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Documents, and none of the Parent SEC Documents when filed (including any and all financial statements included therein) as of such dates contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except None of the Company’s Subsidiaries is, or at any time since June 27, 2009 has been, required to file any forms, reports or other documents with the SEC. The Company has previously delivered (except to the extent that such filings are publicly available on the XXXXX system) to Parent each registration statement, report, proxy statement or information contained statement (other than preliminary materials) filed by the Company with the SEC since June 27, 2009, each in the form (including exhibits and any Parent amendments thereto) filed with the SEC Document has been revised prior to the date hereof. There are no outstanding or superseded unresolved comments from any comment letters received by a later the Company from the SEC relating to reports, statements, schedules, registration statements or other filings filed Parent SEC Documentby the Company with the SEC. To the Knowledge of the Company, none of the Parent SEC Documents contains is the subject of any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of Parent included in the Parent SEC Documents comply as to form, as of their respective dates of filing with ongoing review by the SEC, in all material respects with the Accounting Rules, have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of Parent and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal recurring year-end audit adjustments). Except (i) as reflected in the most recent financial statements contained in Parent SEC Documents or in the notes thereto, (ii) for liabilities that have been incurred by Parent and its subsidiaries since June 30, 2001, in the ordinary course of business and consistent with past practice, (iii) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby (iv) for liabilities that do not and would not reasonably be expected to have a Material Adverse Effect on Parent, or (v) liabilities described in Section 4.03 of Parent Disclosure Schedule, neither Parent nor any of its subsidiaries has any liabilities (whether accrued, absolute, contingent or otherwise) required to be disclosed in financial statements prepared in accordance with GAAP.

SEC Documents; Undisclosed Liabilities. Parent BBLU has timely filed all required reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) required to be filed by BBLU with the SEC since December 8September 11, 1999 (together with Parent's Registration Statement on Form S-1 (Registration No. 333-877172010 pursuant to Sections 13(a), 14 (a) and 15(d) of the Exchange Act (the "Parent BBLU SEC Documents"). As of their its respective datesfiling date, Parent each BBLU SEC Documents Document complied in all material respects with the requirements of the Securities Exchange Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent BBLU SEC Documents, and none of the Parent SEC Documents when filed contained did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Parent BBLU SEC Document Documents has been revised or superseded by a later filed Parent BBLU SEC DocumentDocuments, none of the Parent BBLU SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of Parent BBLU included in the Parent BBLU SEC Documents comply as to form, as of their respective dates of filing with the SEC, form in all material respects with applicable accounting requirements and the Accounting Rulespublished rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of Parent BBLU and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended shown (subject, in the case of unaudited statements, to normal recurring year-end audit adjustments). Except (i) as reflected set forth in the most recent financial statements contained in Parent BBLU SEC Documents or and/or incurred in the notes theretoOrdinary Course of Business, (ii) for BBLU has no liabilities that have been incurred by Parent and its subsidiaries since June 30, 2001, in the ordinary course or obligations of business and consistent with past practice, (iii) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby (iv) for liabilities that do not and would not reasonably be expected to have a Material Adverse Effect on Parent, or (v) liabilities described in Section 4.03 of Parent Disclosure Schedule, neither Parent nor any of its subsidiaries has any liabilities nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be disclosed set forth on a balance sheet of BBLU or in financial statements prepared in accordance with GAAPthe notes thereto.

SEC Documents; Undisclosed Liabilities. Parent The Company --------------------------------------- has timely filed all required reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) required to be filed by the Company with the SEC since December 831, 1999 1997 (together with Parent's Registration Statement on Form S-1 (Registration No. 333-87717), the "Parent Company ------- SEC Documents"). As of their its respective datesdate, Parent each Company SEC Documents Document complied ------------- in all material respects with the requirements of the Securities Exchange Act or the Exchange Securities Act of 1933, as amended (the "Securities Act"), as the case may be, -------------- and the rules and regulations of the SEC promulgated thereunder applicable to such Parent Company SEC DocumentsDocument, and none of the Parent SEC Documents when filed contained did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later filed Parent SEC Document, none of the Parent SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of Parent the Company included in the Parent Company SEC Documents comply as to formcomplied, as of their respective dates of filing with the SECdate they were filed, as to form in all material respects with applicable accounting requirements and the Accounting Rulespublished rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP U.S. generally accepted accounting principles ("GAAP") (except as may be indicated in the notes thereto ---- and, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of Parent and its consolidated subsidiaries the Company as of the dates thereof and the consolidated results of their its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal normal, recurring year-end audit adjustments). Except (i) as reflected set forth in the most recent financial statements contained in Parent Filed Company SEC Documents or in the notes thereto, (ii) for liabilities that have been incurred by Parent and its subsidiaries since June 30, 2001, in the ordinary course of business and consistent with past practice, (iii) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby (iv) for liabilities that do not and would not reasonably be expected to have a Material Adverse Effect on Parent, or (v) liabilities described as defined in Section 4.03 3.08), the Company has no material liabilities or obligations of Parent Disclosure Schedule, neither Parent nor any of its subsidiaries has any liabilities nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be disclosed set forth on a balance sheet of the Company or in financial statements prepared the notes thereto other than liabilities and obligations incurred in accordance with GAAPthe ordinary course of business since June 30, 1999.

SEC Documents; Undisclosed Liabilities. Parent Industrial Scientific has timely filed all required reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) with the SEC since December 8, 1999 Securities and Exchange Commission (together with Parent's Registration Statement on Form S-1 (Registration No. 333-87717), the "Parent SEC") since January 1, 1997 (the "SEC Documents"). As of their respective dates, Parent the SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Documents, and none of the Parent SEC Documents when filed contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later filed Parent SEC Document, none of the Parent SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of Parent Industrial Scientific included in the Parent SEC Documents comply as to form, as of their respective dates of filing with the SEC, form in all material respects with applicable accounting requirements and the Accounting Rulespublished rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by applicable instructions or regulations of the SEC relating to the preparation of quarterly reports on Form10-Q) applied on a consistent basis during the periods period involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of Parent and its consolidated subsidiaries Industrial Scientific as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal recurring year-end audit adjustments). Except (i) as reflected in the most recent financial statements contained in Parent SEC Documents or in the notes thereto, (ii) for liabilities that have been incurred by Parent and its subsidiaries since June 30, 2001, in the ordinary course of business and consistent with past practice, (iii) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby (iv) for liabilities that do not and would not reasonably be expected to have a Material Adverse Effect on Parent, or (v) liabilities described in Section 4.03 of Parent Disclosure Schedule, neither Parent nor any of its subsidiaries has any liabilities (whether accrued, absolute, contingent or otherwise) required to be disclosed in financial statements prepared in accordance with GAAP.

SEC Documents; Undisclosed Liabilities. Since January 1, 1997, Parent has timely filed all required reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) with the SEC since December 8, 1999 (together with Parent's Registration Statement on Form S-1 (Registration No. 333-87717), the "Parent SEC Documents"). As of their respective dates, the Parent SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Documents, and none of the Parent SEC Documents when filed (as amended and restated and as supplemented by subsequently filed Parent SEC Documents) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later filed Parent SEC Document, none of the Parent SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of Parent included in the Parent SEC Documents comply complied as to form, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and the Accounting Rulespublished rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of Parent and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal recurring year-end audit adjustments). Except (i) as reflected in the most recent such financial statements contained in Parent SEC Documents or in the notes thereto, thereto or (ii) for liabilities that have been incurred by Parent and its subsidiaries since June 30, 2001, in the ordinary course of business and consistent with past practice, (iii) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby (iv) for liabilities that do not and would not reasonably be expected to have a Material Adverse Effect on Parent, or (v) liabilities described in Section 4.03 of Parent Disclosure Schedulehereby, neither Parent nor any of its subsidiaries has any liabilities (whether accruedor obligations of any nature which, absoluteindividually or in the aggregate, contingent or otherwise) required to be disclosed in financial statements prepared in accordance with GAAPwould have a material adverse effect on Parent.

SEC Documents; Undisclosed Liabilities. Parent The Company has timely filed all required reports, schedules, forms, forms and registration statements and other documents (including exhibits and all other information incorporated therein) with the SEC required to be filed pursuant to the Securities Act or the Exchange Act and the rules and regulations of the SEC promulgated thereunder since December 8January 1, 1999 (together with Parent's Registration Statement on Form S-1 (Registration No. 333-87717)collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "Parent SEC Documents"). As of their respective dates, Parent the SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Documents, and none of the Parent SEC Documents when filed (including any and all financial statements included therein) as of such dates contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later filed Parent SEC Document, none of the Parent SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of Parent the Company included in the Parent SEC Documents comply (the "SEC Financial Statements") complied as to form, as of their respective dates of filing with the SEC, form in all material respects with applicable accounting requirements and the Accounting Rulespublished rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP United States generally accepted accounting principles (except as may be indicated therein or in the notes thereto and except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of Parent the Company and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended (subject, in the case of unaudited quarterly statements, to normal recurring year-end audit adjustmentsadjustments and the absence of footnotes). Except as set forth on Section 3.5 of the Company Disclosure Schedule, to the best knowledge of the Company, since July 31, 2000 until the date hereof, neither the Company nor any of its subsidiaries has incurred any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required, if known, to be reflected or reserved against on a consolidated balance sheet of the Company prepared in accordance with GAAP except (i) as reflected in and to the most recent financial statements contained in Parent SEC Documents or in extent set forth on the audited balance sheet of the Company and its subsidiaries as of July 31, 2000 (including the notes thereto), (ii) for liabilities that have been as incurred in connection with the transactions contemplated by Parent and its subsidiaries since June 30this Agreement, 2001(iii) as incurred after July 31, 2000 in the ordinary course of business and consistent with past practice, (iii) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby (iv) for liabilities that do not and would not reasonably be expected to have a Material Adverse Effect the extent specifically described in the SEC Documents filed since July 31, 2000 but on Parentor prior to the date hereof (the "Recent SEC Documents"), or (v) liabilities described as would not, individually or in Section 4.03 of Parent Disclosure Schedulethe aggregate, neither Parent nor any of its subsidiaries has any liabilities (whether accrued, absolute, contingent or otherwise) required to be disclosed in financial statements prepared in accordance with GAAPhave a Company Material Adverse Effect.

SEC Documents; Undisclosed Liabilities. Parent (a) Since September 30, 1998, the Company has timely filed all required reports, schedules, forms, proxy, registration and other statements and other documents (including exhibits and all other information incorporated therein) with the SEC since December 8, 1999 (together with Parent's Registration Statement on Form S-1 (Registration No. 333-87717)collectively, the "Parent SEC Documents"). As of the date of this Agreement, the last SEC Document filed by the Company was its Quarterly Report on Form 10-Q for the quarter ended December 31, 1999. As of their respective filing dates, Parent the SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent the SEC Documents. As of their respective filing dates, and none of the Parent SEC Documents when filed contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except , except to the extent that information contained in any Parent SEC Document has such statements have been revised modified or superseded by a later SEC Document filed Parent SEC Documentand publicly available prior to the Closing Date, none the circumstances or bases for which modifications or supersessions have not and will not individually or in the aggregate result in any material liability or obligation on behalf of the Parent SEC Documents contains Company under the Securities Act, the Exchange Act, the rules promulgated under the Securities Act or the Exchange Act, or any untrue statement of a material fact federal, state or omits to state any material fact required to be stated therein local anti-fraud, blue-sky, securities or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleadingsimilar laws. The consolidated financial statements of Parent the Company included in the Parent SEC Documents (as amended or supplemented by any later filed SEC Document filed and publicly available prior to January 1, 2000), comply as to form, as of their respective dates of filing with the SEC, form in all material respects with applicable accounting requirements and the Accounting Rulesrules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of Parent the Company and its consolidated subsidiaries the Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal recurring year-end audit adjustments). Except as set forth in the SEC Documents, neither the Company nor any Subsidiary has any obligation or liability of any nature whatsoever (direct or indirect, matured or unmatured, absolute, accrued, contingent or otherwise) either (i) as reflected in required by generally accepted accounting principles to be set forth on a consolidated balance sheet of the most recent financial statements contained in Parent SEC Documents Company and the Subsidiaries or in the notes thereto, thereto or (ii) for liabilities that have been incurred by Parent and its subsidiaries since June 30which, 2001, individually or in the ordinary course of business and consistent with past practiceaggregate, (iii) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby (iv) for liabilities that do not and would not could reasonably be expected to have a Material Adverse Effect on Parent, whether or (v) liabilities described in Section 4.03 of Parent Disclosure Schedule, neither Parent nor any of its subsidiaries has any liabilities (whether accrued, absolute, contingent or otherwise) not required by generally accepted accounting principles to be disclosed in financial statements provided or reserved against on a balance sheet prepared in accordance with GAAPgenerally accepted accounting principles; other than liabilities and obligations reflected or reserved against in the consolidated financial statements of the Company and its consolidated subsidiaries included in the Company's quarterly report on Form 10-Q for the quarter ended December 31, 1999, or incurred since the date of the balance sheet included in such financial statements in the ordinary course of business which are not individually or collectively material to the Company and the Subsidiaries taken as a whole.

SEC Documents; Undisclosed Liabilities. Parent (a) The Company has timely filed all required reports, schedules, formsforms and registration, statements proxy and other documents (including exhibits and all other information incorporated therein) statements with the SEC since December 8January 1, 1999 2000 (together with Parent's Registration Statement on Form S-1 (Registration No. 333-87717)collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "Parent SEC Documents"). None of the Company's subsidiaries are required to file periodic reports with the SEC pursuant to the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the "Exchange Act"). As of their respective dateseffective dates (in the case of SEC Documents that are registration statements filed pursuant to the Securities Act) and as of their respective SEC filing dates (in the case of all other SEC Documents), Parent the SEC Documents complied in all material respects with the requirements of the Exchange Act and the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Documents, and none of the Parent SEC Documents when filed as of such respective dates contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later later-filed Parent SEC Document, none of the Parent SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of Parent the Company included in the Parent SEC Documents comply as to form, as of their respective dates of filing with the SEC, form in all material respects with applicable accounting requirements and the Accounting Rulespublished rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP (except, in the case of unaudited quarterly statements, as indicated in the notes thereto) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of Parent the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal recurring year-end audit adjustments). Except (i) as reflected in the most recent financial statements contained in Parent SEC Documents adjustments none of which has been or will be, individually or in the notes theretoaggregate, (ii) for liabilities that have been incurred by Parent and its subsidiaries since June 30, 2001, in the ordinary course of business and consistent with past practice, (iii) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby (iv) for liabilities that do not and would not reasonably be expected to have a Material Adverse Effect on Parent, or (v) liabilities described in Section 4.03 of Parent Disclosure Schedule, neither Parent nor any of its subsidiaries has any liabilities (whether accrued, absolute, contingent or otherwise) required to be disclosed in financial statements prepared in accordance with GAAPmaterial).

SEC Documents; Undisclosed Liabilities. Parent (i) Company has filed and will file, on a timely filed basis, all required reports, schedules, forms, registration statements and other documents (including exhibits and all other information incorporated therein) required to be filed with the SEC since December 8January 1, 1999 (together with Parent's Registration Statement on Form S-1 (Registration No. 333-87717)collectively, the "Parent Company SEC Documents"). As of their respective datesdates of filing with the SEC (or, Parent if amended or superseded by a filing prior to the date hereof, as of the date of such filing), the Company SEC Documents complied and will comply in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent Company SEC Documents, and none of the Parent Company SEC Documents when filed contained or will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Except Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied in writing by Parent or Merger Subsidiary for inclusion or incorporation by reference in any Company SEC Document filed after the date hereof. Company and its Subsidiaries are not engaged in any material business or activity which is not described in the Company SEC Documents filed prior to the extent that information contained in any Parent SEC Document has been revised or superseded by a later filed Parent SEC Document, none date of the Parent SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleadingthis Agreement. The financial statements of Parent Company included in the Parent Company SEC Documents complied and will comply as to form, as of their respective dates of filing with the SEC, in all material respects with all applicable accounting requirements and with the Accounting Rulespublished rules and regulations of the SEC with respect thereto, have been and will be prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q and Form 8-K of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes theretodisclosed therein) and fairly present and will fairly present in all material respects the consolidated financial position of Parent Company and its consolidated subsidiaries Subsidiaries and their consolidated results of operations, changes in stockholders' equity and cash flows as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal recurring year-end audit adjustments). Except (i) as reflected in the most recent financial statements contained in Parent SEC Documents or in the notes thereto, (ii) for liabilities that have been incurred by Parent and its subsidiaries since June 30, 2001, in the ordinary course of business and consistent with past practice, (iii) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby (iv) for liabilities that do not and would not reasonably be expected to have a Material Adverse Effect on Parent, or (v) liabilities described in Section 4.03 of Parent Disclosure Schedule, neither Parent nor any of its subsidiaries has any liabilities (whether accrued, absolute, contingent or otherwise) required to be disclosed in financial statements prepared in accordance with GAAPshown.

SEC Documents; Undisclosed Liabilities. Parent Buyer has timely filed all required reports, schedules, forms, statements and other documents as required by the Securities and Exchange Commission (including exhibits the “SEC”), and Buyer has delivered or made available to the Seller all reports, schedules, forms, statements and other information incorporated therein) documents filed with the SEC since December 8(collectively, 1999 (together with Parent's Registration Statement on Form S-1 (Registration No. 333-87717)and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "Parent “Buyer SEC Documents"”). As of their respective dates, Parent SEC Documents complied in all material respects with the requirements None of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent Buyer SEC Documents, and none to the knowledge of the Parent SEC Documents when filed contained Buyer, contains any untrue statement of a material fact or omits to state any material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later filed Parent SEC Document, none of the Parent SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of Parent Buyer included in the Parent such Buyer SEC Documents comply as to form, as of their respective dates of filing with the SEC, form in all material respects with applicable accounting requirements and the Accounting Rulespublished rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP generally accepted accounting principles (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of Parent Buyer and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and changes in cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal recurring year-end audit adjustmentsadjustments as determined by Buyer’s independent accountants). Except (i) as reflected set forth in the Buyer SEC Documents, at the date of the most recent financial statements contained in Parent SEC Documents or of Buyer included in the notes theretoBuyer SEC Documents, (ii) for liabilities that have been Buyer had not incurred by Parent and its subsidiaries since June 30, 2001, in the ordinary course of business and consistent with past practice, (iii) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby (iv) for liabilities that do not and would not reasonably be expected to have a Material Adverse Effect on Parent, or (v) liabilities described in Section 4.03 of Parent Disclosure Schedule, neither Parent nor any of its subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required which, individually or in the aggregate, could reasonably be expected to be disclosed in financial statements prepared in accordance have a material adverse effect with GAAPrespect to Buyer. Buyer is not subject to any litigation or claims.

SEC Documents; Undisclosed Liabilities. Parent 4.6.1 For all periods subsequent to December 31, 2009, CLG has timely filed all required reports, schedules, forms, statements and other documents as required by the SEC in a timely basis (or has received a valid extension of such time of filing and has filed any such reports or other documents prior to the expiration of any such extension), and CLG has delivered or made available to Phototron all reports, schedules, forms, statements and other documents filed with or furnished to the SEC during such period (collectively, and in each case including all exhibits and all other information schedules thereto and documents incorporated by reference therein) with the SEC since December 8, 1999 (together with Parent's Registration Statement on Form S-1 (Registration No. 333-87717), the "Parent “CLG SEC Documents"”). As of their respective datesdates (or, Parent if amended, supplemented or superseded by a filing prior to the date hereof, then as of the date of such amendment, supplement or superseding filing) the CLG SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent CLG SEC Documents, and none of the Parent CLG SEC Documents when filed (including any and all consolidated financial statements included therein) as of such date contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later filed Parent SEC Document, none of the Parent SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of Parent CLG included in the Parent such CLG SEC Documents comply as to form, as of their respective dates of filing with the SEC, form in all material respects with applicable accounting requirements and the Accounting Rulespublished rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) ), have been reviewed by an independent accountant registered with the Public Company Accounting Oversight Board and fairly and accurately present in all material respects the consolidated financial position of Parent and its consolidated subsidiaries CLG as of the dates thereof and the consolidated results of their operations and changes in cash flows for the periods then ended covered thereby (subject, in the case of unaudited quarterly statements, to normal recurring year-end audit adjustments). Except (i) adjustments as reflected in the most recent financial statements contained in Parent SEC Documents or in the notes theretodetermined by CLG’s independent accountants, (ii) for liabilities that have been incurred by Parent and its subsidiaries since June 30, 2001, in the ordinary course of business and consistent with past practice, (iii) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby (iv) for liabilities that do which are not and would not reasonably be expected to have a Material Adverse Effect material adverse effect on Parent, or (v) liabilities described in Section 4.03 of Parent Disclosure Schedule, neither Parent nor any of CLG and its subsidiaries has any liabilities (whether accrued, absolute, contingent or otherwise) required to be disclosed in financial statements prepared in accordance with GAAPbusiness).

SEC Documents; Undisclosed Liabilities. Parent The Company has timely filed all required reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) required to be filed by the Company with the SEC since December 8June 23, 1999 1998 (together with Parent's Registration Statement on Form S-1 (Registration No. 333-87717), the "Parent COMPANY SEC DocumentsDOCUMENTS"). As of their its respective datesdate, Parent each Company SEC Documents Document complied in all material respects with the requirements of the Securities Exchange Act or the Exchange ActSecurities Act of 1933, as amended (the "SECURITIES ACT"), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent Company SEC DocumentsDocument, and none of the Parent SEC Documents when filed contained did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later filed Parent SEC Document, none As of the Parent date of this Agreement, the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2001 (filed with the SEC Documents contains on April 1, 2002) (the "2001 FORM 10-K"), its definitive Proxy Statement with respect to its 2001 Annual Meeting of the Company's shareholders (filed with the SEC on April 30, 2001), and its Quarterly Report on Form 10-Q for the quarter ended March 31, 2002 (filed with the SEC on May 15, 2002) (collectively, the "2002 SEC DOCUMENTS") taken together do not contain any untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of Parent the Company included in the Parent Company SEC Documents comply complied as to form, as of their respective dates of filing with the SEC, form in all material respects with applicable accounting requirements and the Accounting Rulespublished rules and regulations of the SEC with respect thereto as of the dates of their respective filing, have been were prepared in accordance with GAAP generally accepted accounting principles ("GAAP") (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects presented the consolidated financial position of Parent the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal recurring year-end audit adjustments). Except (i) as reflected set forth in the most recent financial statements contained in Parent Filed Company SEC Documents or in the notes thereto, (ii) for liabilities that have been incurred by Parent and its subsidiaries since June 30, 2001, in the ordinary course of business and consistent with past practice, (iii) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby (iv) for liabilities that do not and would not reasonably be expected to have a Material Adverse Effect on Parent, or (v) liabilities described as defined in Section 4.03 of Parent Disclosure Schedule3.08), neither Parent the Company nor any of its subsidiaries Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be disclosed set forth on a consolidated balance sheet of the Company and its consolidated subsidiaries or in the notes thereto, other than liabilities or obligations incurred in the ordinary course of business consistent with prior practice since the date of the most recent financial statements prepared included in accordance with GAAPthe Filed Company SEC Documents.

SEC Documents; Undisclosed Liabilities. Parent The Company has timely filed or furnished all required reports, schedules, forms, statements and other documents (including exhibits all exhibits, supplements and all other information incorporated thereinamendments thereto) required to be filed or furnished by the Company with the SEC since December 8January 1, 1999 2009 (such documents, together with Parent's Registration Statement all exhibits and schedules thereto and all information incorporated therein by reference and any documents filed or furnished during such periods by the Company to the SEC on Current Reports of Form S-1 (Registration No. 3338-87717)K, the "Parent “Company SEC Documents"”). As of their its respective datesdate, Parent each Company SEC Documents Document complied as to form in all material respects with the requirements of the Securities Exchange Act or the Exchange Securities Act of 1933, as amended (the “Securities Act”), as the case may be, and the Sxxxxxxx-Xxxxx Act of 2002, including, in each case, the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Documentsthereunder, and none of the Parent SEC Documents when filed contained did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later filed Parent SEC Document, none of the Parent SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of Parent the Company included in the Parent Company SEC Documents comply as to form, as of their respective dates of filing with the SEC, form in all material respects with applicable accounting requirements and the Accounting Rulespublished rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of Parent the Company and its consolidated subsidiaries the Company Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal recurring year-end audit adjustments). Except (i) as reflected set forth in the most recent financial statements contained in Parent Company SEC Documents filed and publicly available prior to the date hereof or in Section 3.06 of the notes thereto, (ii) for liabilities that have been incurred by Parent and its subsidiaries since June 30, 2001, in the ordinary course of business and consistent with past practice, (iii) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby (iv) for liabilities that do not and would not reasonably be expected to have a Material Adverse Effect on Parent, or (v) liabilities described in Section 4.03 of Parent Company Disclosure ScheduleLetter, neither Parent the Company nor any of its subsidiaries Company Subsidiary has any material liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required to be disclosed that are not set forth on a consolidated balance sheet of the Company or such Company Subsidiary or in financial statements prepared in accordance with GAAPthe notes thereto.

SEC Documents; Undisclosed Liabilities. Parent The Company has timely filed all required reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) required to be filed by the Company with the SEC since December 828, 1999 1997 (together with Parent's Registration Statement on Form S-1 (Registration No. 333-87717), the "Parent COMPANY SEC DocumentsDOCUMENTS"). As of their its respective datesdate, Parent each Company SEC Documents Document complied in all material respects with the requirements of the Securities Exchange Act or the Exchange ActSecurities Act of 1933, as amended (the "SECURITIES ACT"), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent Company SEC DocumentsDocument, and none of the Parent SEC Documents when filed contained did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Parent Company SEC Document has been revised or superseded by a later filed Parent Company SEC Document, none of the Parent Company SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of Parent the Company included in the Parent Company SEC Documents comply as to form, as of their respective dates of filing with the SEC, form in all material respects with applicable accounting requirements and the Accounting Rulespublished rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP generally accepted accounting principles ("GAAP") (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of Parent the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal recurring year-end audit adjustments). Except (i) as reflected in set forth on the most recent financial statements contained in Parent SEC Documents face of, or in the notes theretoto, (ii) for liabilities that have been incurred by Parent and its subsidiaries since June 30, 2001, the most recent balance sheet of the Company included in the ordinary course of business and consistent with past practice, Filed Company SEC Documents (iii) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby (iv) for liabilities that do not and would not reasonably be expected to have a Material Adverse Effect on Parent, or (v) liabilities described as defined in Section 4.03 of Parent Disclosure Schedule3.08), neither Parent the Company nor any Company Subsidiary had, as of its subsidiaries has such date, any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be disclosed set forth on a consolidated balance sheet or in financial statements prepared in accordance with GAAPthe notes thereto.

SEC Documents; Undisclosed Liabilities. Parent has timely filed all required reports, schedules, forms, statements and other documents as required by the U.S. Securities and Exchange Commission (including exhibits the “SEC”) and Parent has delivered or made available to the Company all reports, schedules, forms, statements and other information incorporated therein) documents filed with the SEC since December 8(collectively, 1999 (together with Parent's Registration Statement on Form S-1 (Registration No. 333-87717)and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "“Parent SEC Documents"”). As of their respective dates, The Parent SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Documentsdocuments, and none of the Parent SEC Documents when filed (including any and all consolidated financial statements included therein) as of such date contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later filed Parent subsequent filing with the SEC Document(a copy of which has been provided to the Company prior to the date of this Agreement), none of the Parent SEC Documents contains any untrue statement of a material fact or omits to state any material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of Parent included in the such Parent SEC Documents comply as to form, as of their respective dates of filing with the SEC, form in all material respects with applicable accounting requirements and the Accounting Rulespublished rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP generally accepted accounting principles (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of Parent and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and changes in cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal recurring year-end audit adjustmentsadjustments as determined by Parent’s independent accountants). Except (i) as reflected set forth in the Parent SEC Documents, at the date of the most recent audited financial statements contained of Parent included in the Parent SEC Documents or in the notes thereto, (ii) for liabilities that have been incurred by Parent and its subsidiaries since June 30, 2001, in the ordinary course of business and consistent with past practice, (iii) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby (iv) for liabilities that do not and would not reasonably be expected to have a Material Adverse Effect on Parent, or (v) liabilities described in Section 4.03 of Parent Disclosure ScheduleDocuments, neither Parent nor any of its subsidiaries had, and since such date neither Parent nor any of such subsidiaries has incurred, any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required which, individually or in the aggregate, could reasonably be expected to be disclosed in financial statements prepared in accordance have a Material Adverse Effect with GAAPrespect to Parent.

SEC Documents; Undisclosed Liabilities. Parent The Company has timely filed all required reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) required to be filed by the Company with the SEC since December 8January 1, 1999 (together with Parent's Registration Statement on Form S-1 (Registration No. 333-87717), the "Parent Company SEC Documents"). As of their its respective datesdate, Parent each Company SEC Documents Document complied as to form in all material respects with the requirements of the Securities Exchange Act or the Exchange Securities Act of 1933, as amended (the "Securities Act"), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent Company SEC DocumentsDocument, and none of the Parent SEC Documents when filed contained did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later filed Parent SEC Document, none of the Parent SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of Parent the Company included in the Parent Company SEC Documents comply as to form, as of their respective dates of filing with the SEC, form in all material respects with applicable accounting requirements and the Accounting Rulespublished rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP generally accepted accounting principles ("GAAP") (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of Parent the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal recurring year-end audit adjustments). Except (i) as reflected set forth in the most recent financial statements contained in Parent Company SEC Documents or in filed and publicly available prior to the notes thereto, date hereof (ii) for liabilities that have been incurred by Parent and its subsidiaries since June 30, 2001, in the ordinary course of business and consistent with past practice, (iii) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby (iv) for liabilities that do not and would not reasonably be expected to have a Material Adverse Effect on Parent, or (v) liabilities described in Section 4.03 of Parent Disclosure Schedule"Filed Company SEC Documents"), neither Parent the Company nor any of its subsidiaries Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be disclosed set forth on a consolidated balance sheet of the Company and its consolidated subsidiaries or in financial statements prepared the notes thereto and that, individually or in accordance with GAAPthe aggregate, could reasonably be expected to have a Company Material Adverse Effect.

SEC Documents; Undisclosed Liabilities. Parent (a) The Company has timely made available to Acquiror a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed all required reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) by the Company with the SEC since December 8January 1, 1999 1993 (together with Parent's Registration Statement on Form S-1 (Registration No. 333-87717)as such documents have since the time of their filing been amended, the "Parent Company SEC Documents"), which are all the documents (other than preliminary proxy materials) that the Company was required to file with the SEC since such date. As of their respective dates, Parent the Company SEC Documents (including any financial statements filed, to be filed or required to have been filed as a part thereof) complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may beapplicable, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent Company SEC Documents, and none of the Parent Company SEC Documents when filed contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later filed Parent SEC Document, none of the Parent SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of Parent the Company included in the Parent Company SEC Documents comply as to form, as of their respective dates of filing with the SEC, form in all material respects with applicable accounting requirements and with the Accounting Rulespublished rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present (subject, in all material respects the case of the unaudited financial statements, to normal, recurring audit adjustments, which were not individually or in the aggregate material) the consolidated financial position of Parent the Company and its consolidated subsidiaries Subsidiaries as of at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal recurring year-end audit adjustments). Except (i) as reflected in the most recent financial statements contained in Parent SEC Documents or in the notes thereto, (ii) for liabilities that have been incurred by Parent and its subsidiaries since June 30, 2001, in the ordinary course of business and consistent with past practice, (iii) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby (iv) for liabilities that do not and would not reasonably be expected to have a Material Adverse Effect on Parent, or (v) liabilities described in Section 4.03 of Parent Disclosure Schedule, neither Parent nor any of its subsidiaries has any liabilities (whether accrued, absolute, contingent or otherwise) required to be disclosed in financial statements prepared in accordance with GAAPended.

SEC Documents; Undisclosed Liabilities. Parent (a) The Company has timely filed all required reports, schedules, forms, statements forms and other documents (including exhibits and all other information incorporated therein) with the SEC since December 8January 1, 1999 1995 (together with Parent's Registration Statement on Form S-1 (Registration No. 333-87717), the "Parent Company SEC Documents"). As of their respective datesits date, Parent each Company SEC Documents Document complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent Company SEC Documents. To the Company=s Knowledge, and none of the Parent Company SEC Documents when filed contained contains any untrue statement of a material fact or omitted omits to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except , except to the extent that information contained in any Parent SEC Document has such statements have been revised modified or superseded by a later filed Parent Company SEC Document, none of the Parent SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) The consolidated financial statements of Parent the Company included in the Parent Company SEC Documents comply as to form, as of their respective dates of filing with the SEC, form in all material respects with applicable accounting requirements and the Accounting Rulespublished rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved indicated (except as may be indicated in the notes theretofiled as a part thereof) and fairly present present, in all material respects respects, the consolidated financial position of Parent and its consolidated subsidiaries the Company as of the dates thereof and the consolidated results of their its operations and cash flows for the respective periods then ended indicated therein (subject, in the case of unaudited statements, to normal recurring year-end audit adjustments). Except (i) as reflected set forth in the most recent financial statements contained in Parent Filed Company SEC Documents Documents, neither the Company nor any other Acquired Company has any Liabilities required by GAAP to be set forth on a consolidated balance sheet of the Company and the consolidated other Acquired Companies or in the notes thereto, filed as a part thereof (ii) for liabilities that have been incurred by Parent and its subsidiaries since June 30, 2001, other than policyholder benefits payable in the ordinary course of business and consistent with past practice) against, (iii) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby (iv) for liabilities that do not and would not reasonably be expected to have a Material Adverse Effect on Parentrelating to, or affecting any Acquired Company as of June 30, 1997 exceeding $1 million in the aggregate. None of the Acquired Companies (vother than the Company) liabilities described in is independently subject to the informational reporting requirements of Section 4.03 13 of Parent Disclosure Schedule, neither Parent nor any of its subsidiaries has any liabilities (whether accrued, absolute, contingent or otherwise) required to be disclosed in financial statements prepared in accordance with GAAP.the Exchange Act. SECTION 3.25

SEC Documents; Undisclosed Liabilities. Parent RSI has timely filed all -------------------------------------- required registration statements, prospectuses, reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) with the SEC since December 831, 1999 1994 (together with Parent's Registration Statement on Form S-1 (Registration No. 333-87717), the "Parent RSI SEC Documents"). As of their respective dates, Parent the RSI SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent RSI SEC Documents, and none of the Parent RSI SEC Documents when filed contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later filed Parent SEC Document, none of the Parent SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of Parent RSI included in the Parent RSI SEC Documents comply as to form, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and the Accounting Rulespublished rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of Parent RSI and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal recurring year-end audit adjustments). RSI has not treated as restructuring charges any significant expenses that RSI would otherwise have expensed against operating income in the ordinary course of business. Except (i) as reflected in the most recent such financial statements contained in Parent SEC Documents or in the notes thereto, thereto or (ii) for liabilities that have been incurred by Parent and its subsidiaries since June 30, 2001, in the ordinary course of business and consistent with past practice, (iii) for liabilities incurred in connection with this Agreement Agreement, the Option Agreements or the transactions contemplated hereby (iv) for liabilities that do not and would not reasonably be expected to have a Material Adverse Effect on Parent, or (v) liabilities described in Section 4.03 of Parent Disclosure Schedulethereby, neither Parent RSI nor any of its subsidiaries has any liabilities (whether accruedor obligations of any nature which, absoluteindividually or in the aggregate, contingent or otherwise) required to be disclosed in financial statements prepared in accordance with GAAPwould have a material adverse effect on RSI.

SEC Documents; Undisclosed Liabilities. Parent (a) Since June 30, 2011, the Company has timely filed with or furnished to the SEC all required reports, schedules, formsforms and registration statements (collectively, statements and in each case including all exhibits, schedules, and amendments thereto and other documents (including exhibits and all other information incorporated by reference therein) with the SEC since December 8, 1999 (together with Parent's Registration Statement on Form S-1 (Registration No. 333-87717), the "Parent “SEC Documents"”). As of their respective dates, Parent the SEC Documents complied in all material respects with the requirements of the Securities Act or of 1933, as amended (the “Securities Act”), the Exchange Act, and the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Documents, and none of the Parent SEC Documents when filed (including any and all financial statements included therein) as of such dates contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except None of the Company’s Subsidiaries is, or at any time since June 30, 2011, has been, required to file any forms, reports or other documents with the SEC. The Company has previously delivered (except to the extent that such filings are publicly available on the XXXXX system) to Parent each registration statement, report, proxy statement or information contained statement (other than preliminary materials) filed by the Company with the SEC since June 30, 2011, each in the form (including exhibits and any Parent amendments thereto) filed with the SEC Document has been revised prior to the date hereof. There are no outstanding or superseded unresolved comments from any comment letters received by a later the Company from the SEC relating to reports, statements, schedules, registration statements or other filings filed Parent SEC Documentby the Company with the SEC. To the Knowledge of the Company, none of the Parent SEC Documents contains is the subject of any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of Parent included in the Parent SEC Documents comply as to form, as of their respective dates of filing with ongoing review by the SEC, in all material respects with the Accounting Rules, have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of Parent and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal recurring year-end audit adjustments). Except (i) as reflected in the most recent financial statements contained in Parent SEC Documents or in the notes thereto, (ii) for liabilities that have been incurred by Parent and its subsidiaries since June 30, 2001, in the ordinary course of business and consistent with past practice, (iii) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby (iv) for liabilities that do not and would not reasonably be expected to have a Material Adverse Effect on Parent, or (v) liabilities described in Section 4.03 of Parent Disclosure Schedule, neither Parent nor any of its subsidiaries has any liabilities (whether accrued, absolute, contingent or otherwise) required to be disclosed in financial statements prepared in accordance with GAAP.

SEC Documents; Undisclosed Liabilities. Parent The Company has timely filed with the Securities and Exchange Commission (the "SEC") all required reports, schedules, forms, statements and other documents required pursuant to the Securities Act and the Exchange Act since July 1, 1995 (collectively, and in each case including all exhibits and all other information schedules thereto and documents incorporated by reference therein) with the SEC since December 8, 1999 (together with Parent's Registration Statement on Form S-1 (Registration No. 333-87717), the "Parent SEC Documents"). As Except as set forth in Section 3.01(e) of the Company Disclosure Schedule, as of their respective dates, Parent the SEC Documents complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Documents. As of their respective dates, and (i) none of the Parent SEC Documents when (including any and all financial statements included therein) filed pursuant to the Securities Act or any rule or regulation thereunder contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading and (ii) none of the SEC Documents (including any and all financial statements included therein) filed pursuant to the Exchange Act or any rule or regulation thereunder contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later filed Parent SEC Document, none of the Parent SEC Documents (including any and all financial statements included therein) contains any untrue statement of a material fact or omits to state any a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The consolidated financial statements of Parent the Company included in the Parent all SEC Documents filed since July 1, 1995 (the "SEC Financial Statements") and the unaudited consolidated quarterly financial statements for the period ending September 30, 1998 which have been provided to Parent (the "Interim Financial Statements") comply as to form, as of their respective dates of filing with the SEC, form in all material respects with applicable accounting requirements and the Accounting Rulespublished rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP generally accepted accounting principles (except, in the case of unaudited consolidated quarterly financial statements, as permitted by Form 10-Q of the SEC), applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) ). The SEC Financial Statements and the Interim Financial Statements fairly present in all material respects the consolidated financial position of Parent the Company and its consolidated subsidiaries Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal recurring year-end audit adjustments). Except (i) as reflected in the most recent financial statements contained in Parent SEC Documents or in the notes thereto, (ii) for liabilities that have been incurred by Parent and its subsidiaries since June 30, 2001, in the ordinary course of business and consistent with past practice, (iii) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby (iv) for liabilities that do not and would not reasonably be expected to have a Material Adverse Effect on Parent, or (v) liabilities described disclosed in Section 4.03 3.01(e) of Parent the Company Disclosure Schedule, neither Parent the Company nor any of its subsidiaries Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by generally accepted accounting principles to be recognized or disclosed on a consolidated balance sheet of the Company and its Subsidiaries or in the notes thereto, except (i) liabilities reflected in the unaudited consolidated balance sheet of the Company as of September 30, 1998 or the notes thereto set forth in the Interim Financial Statements (the "Interim Balance Sheet"), (ii) liabilities disclosed in financial statements prepared any Recent SEC Document and (iii) liabilities incurred since September 30, 1998 in accordance the ordinary course of business consistent with GAAPpast practice.

SEC Documents; Undisclosed Liabilities. Parent Berkshire has timely filed -------------------------------------- all required reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) with the SEC since December 8January 1, 1999 1996 (together with Parent's Registration Statement on Form S-1 (Registration No. 333-87717)collectively, and in each case, including all exhibits and schedules thereto and documents incorporated by reference therein, the "Parent Berkshire SEC Documents"). As of their respective dates, Parent the Berkshire SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent Berkshire SEC Documents, and none of the Parent Berkshire SEC Documents when filed (including any and all financial statements included therein) as of such date contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later filed Parent SEC Document, none of the Parent SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of Parent Berkshire included in the Parent Berkshire SEC Documents comply as to form, as of their respective dates of filing with the SEC, form in all material respects with applicable accounting requirements and the Accounting Rulespublished rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP generally accepted accounting principles (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of Parent Berkshire and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and changes in cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal recurring year-end audit adjustments). Except Since December 31, 1997, neither Berkshire nor any of its subsidiaries has incurred any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) except (i) as reflected in and to the most recent financial statements contained in Parent SEC Documents or in extent set forth on the audited balance sheet of Berkshire and its subsidiaries as of December 31, 1997 (including the notes thereto), (ii) for liabilities that have been as incurred in connection with the transactions contemplated by Parent and its subsidiaries since June 30this Agreement or the Stock Option Agreement, 2001(iii) as incurred after December 31, 1997 in the ordinary course of business and consistent with past practice, (iii) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby (iv) for liabilities that do not and would not reasonably be expected to have a Material Adverse Effect on Parentas described in the SEC Documents filed since December 31, 1997 (the "Recent Berkshire SEC Documents"), or (v) liabilities described as would not, individually or in Section 4.03 of Parent Disclosure Schedulethe aggregate, neither Parent nor any of its subsidiaries has any liabilities (whether accrued, absolute, contingent or otherwise) required have a material adverse effect with respect to be disclosed in financial statements prepared in accordance with GAAPBerkshire.

SEC Documents; Undisclosed Liabilities. Parent The Company has timely filed -------------------------------------- with the SEC since May 1, 1998, all required registration statements, reports, schedules, forms, statements, proxy or information statements and other documents (including exhibits and all other information incorporated therein) with the SEC since December 8, 1999 (together with Parent's Registration Statement on Form S-1 (Registration No. 333-87717), the "Parent Company SEC Documents"). As of their respective dates, Parent the Company SEC --------------------- Documents complied or, with respect to those not yet filed, will comply in all material respects with the requirements of the Securities Act of 1933 (the "Securities Act"), or the Exchange Act, as the case may be, and and, in each case, -------------- the rules and regulations of the SEC promulgated thereunder applicable and, except to such Parent the extent that information contained in any Company SEC DocumentsDocument has been revised and superseded by a later filed Company SEC Document, and none of the Parent SEC Documents when filed contained did not or, with respect to those not yet filed, will not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later filed Parent SEC Document, none of the Parent SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of Parent the Company included in the Parent Company SEC Documents comply as to form, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and the Accounting Rulespublished rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of Parent the Company and its consolidated subsidiaries Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal recurring year-end audit adjustments). Except for liabilities (i) as reflected in the most recent such financial statements contained in Parent SEC Documents or in the notes thereto, (ii) for liabilities that have been incurred by Parent and its subsidiaries since June 30, 2001, in the ordinary course of business and consistent with past practicepractice since the date of the most recent audited financial statements included in the Company Filed SEC Documents, (iii) for liabilities incurred in connection with this Agreement or the Option Agreement or the transactions contemplated hereby or thereby, or (iv) for disclosed in Item 2.6 of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries has any liabilities that do not and would not or obligations of any nature which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect on Parent, or (v) liabilities described in Section 4.03 of Parent Disclosure Schedule, neither Parent nor any of its subsidiaries has any liabilities (whether accrued, absolute, contingent or otherwise) required to be disclosed in financial statements prepared in accordance with GAAPthe Company.

SEC Documents; Undisclosed Liabilities. Parent Lucent has timely filed all -------------------------------------- required reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) with the SEC since December 8October 1, 1999 1997 (together with Parent's Registration Statement on Form S-1 (Registration No. 333-87717)collectively, the "Parent Lucent SEC Documents"). As of their respective dates, Parent the Lucent SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent Lucent SEC Documents, and none of the Parent Lucent SEC Documents when filed contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Parent Lucent SEC Document has been revised or superseded by a later filed Parent Lucent SEC Document, none of the Parent Lucent SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of Parent Lucent included in the Parent Lucent SEC Documents comply as to form, as of their respective dates of filing with the SEC, in all material respects with the Accounting Rules, have been prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of Parent Lucent and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal recurring year-end audit adjustments). Except (i) as reflected in the most recent such financial statements contained in Parent SEC Documents or in the notes thereto, thereto or (ii) for liabilities that have been incurred by Parent and its subsidiaries since June 30, 2001, in the ordinary course of business and consistent with past practice, (iii) for liabilities incurred in connection with this Agreement or the Option Agreement or the transactions contemplated hereby (iv) for liabilities that do not and would not reasonably be expected to have a Material Adverse Effect on Parent, or (v) liabilities described in Section 4.03 of Parent Disclosure Schedulethereby, neither Parent Lucent nor any of its subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required which, individually or in the aggregate, are reasonably likely to be disclosed in financial statements prepared in accordance with GAAPhave a material adverse effect on Lucent.

SEC Documents; Undisclosed Liabilities. Parent JPFI has timely filed all -------------------------------------- required registration statements, prospectuses, reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) with the SEC since December 831, 1999 1994 (together with Parent's Registration Statement on Form S-1 (Registration No. 333-87717), the "Parent JPFI SEC Documents"). As of their respective dates, Parent the JPFI SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent JPFI SEC Documents, and none of the Parent JPFI SEC Documents when filed contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later filed Parent SEC Document, none of the Parent SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of Parent JPFI included in the Parent JPFI SEC Documents comply as to form, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and the Accounting Rulespublished rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of Parent JPFI and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal recurring year-end audit adjustments). JPFI has not treated as restructing charges any significant expenses that JPFI would otherwise have expensed against operating income in the ordinary course of business. Except (i) as reflected in the most recent such financial statements contained in Parent SEC Documents or in the notes thereto, thereto or (ii) for liabilities that have been incurred by Parent and its subsidiaries since June 30, 2001, in the ordinary course of business and consistent with past practice, (iii) for liabilities incurred in connection with this Agreement Agreement, the Option Agreements or the transactions contemplated hereby (iv) for liabilities that do not and would not reasonably be expected to have a Material Adverse Effect on Parent, or (v) liabilities described in Section 4.03 of Parent Disclosure Schedulethereby, neither Parent JPFI nor any of its subsidiaries has any liabilities (whether accruedor obligations of any nature which, absoluteindividually or in the aggregate, contingent or otherwise) required to be disclosed in financial statements prepared in accordance with GAAPwould have a material adverse effect on JPFI.

SEC Documents; Undisclosed Liabilities. Parent The Company has timely filed all required reports, schedules, forms, forms and registration statements and other documents (including exhibits and all other information incorporated therein) with the SEC since December 8January 1, 1999 1998 (together with Parent's Registration Statement on Form S-1 (Registration No. 333-87717)collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "Parent SEC Documents"). As of their respective dates, Parent the SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Documents, and none of the Parent SEC Documents when filed (including any and all financial statements included therein) as of such dates contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later filed Parent SEC Document, none of the Parent SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of Parent the Company included in the Parent SEC Documents comply as to form, as of their respective dates of filing with the SEC, form in all material respects with applicable accounting requirements and the Accounting Rulespublished rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP generally accepted accounting principles (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of Parent the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal recurring year-end audit adjustments). Except as set forth on Section 4.5 of the Company Disclosure Schedule, since December 31, 1999, neither the Company nor any of its subsidiaries, has incurred any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required, if known, to be reflected or reserved against on a consolidated balance sheet of the Company prepared in accordance with GAAP except (i) as and to the extent set forth or reflected in on the most recent financial statements contained in Parent SEC Documents or in audited balance sheet of the Company and its subsidiaries as of December 31, 1999 (including the notes thereto), (ii) for liabilities that have been as incurred in connection with the transactions contemplated by Parent and its subsidiaries since June 30this Agreement, 2001(iii) as incurred after December 31, 1999 in the ordinary course of business and consistent with past practice, (iii) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby (iv) for liabilities that do not and would not reasonably be expected to have a Material Adverse Effect on Parentas described in the SEC Documents filed since December 31, 1999 (the "Recent SEC Documents"), or (v) liabilities described as would not, individually or in Section 4.03 of Parent Disclosure Schedulethe aggregate, neither Parent nor any of its subsidiaries has any liabilities (whether accrued, absolute, contingent or otherwise) required to be disclosed in financial statements prepared in accordance with GAAPhave a Company Material Adverse Effect.

SEC Documents; Undisclosed Liabilities. Parent (a) The Company has timely filed all required reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) with the SEC since relating to periods commencing on or after December 831, 1999 1998 (together with Parent's Registration Statement on Form S-1 (Registration No. 333-87717)such reports, schedules, forms, statements and other documents being hereinafter referred to as the "Parent Company SEC Documents"). As of their respective dates, Parent the Company SEC --------------------- Documents complied in all material respects with the requirements of the Securities Exchange Act or the Exchange Securities Act of 1933, as amended (the "Securities Act"), -------------- as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent Company SEC Documents, and none of the Parent Company SEC Documents when filed as of such dates contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later filed Parent SEC Document, none of the Parent SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of Parent the Company included in the Parent Company SEC Documents comply as to form, as of their respective dates of filing with the SEC, form in all material respects with applicable accounting requirements and the Accounting Rulespublished rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP generally accepted accounting principles in the United States ("GAAP") ---- (except, in the case of unaudited quarterly statements, as permitted by Form 10- Q of the SEC) applied on a consistent basis during the periods involved (except as may otherwise be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of Parent and its consolidated subsidiaries the Company as of the dates thereof and the consolidated results of their its operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal recurring year-end audit adjustments). Except (i) as reflected in the most recent financial statements contained in Parent SEC Documents or in the notes thereto, (ii) for liabilities that have been incurred by Parent and its subsidiaries since June 30, 2001, in the ordinary course of business and consistent with past practice, (iii) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby (iv) for liabilities that do not and would not reasonably be expected to have a Material Adverse Effect on Parent, or (v) liabilities described in Section 4.03 of Parent Disclosure Schedule, neither Parent nor any of its subsidiaries has any liabilities (whether accrued, absolute, contingent or otherwise) required to be disclosed in financial statements prepared in accordance with GAAP.

SEC Documents; Undisclosed Liabilities. Parent The Company has timely -------------------------------------- filed all required reports, schedules, forms, forms and registration statements and other documents (including exhibits and all other information incorporated therein) with the SEC since December 8January 1, 1999 (together with Parent's Registration Statement on Form S-1 (Registration No. 333-87717)collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "Parent SEC Documents"). As of their respective dates, Parent the SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Documents, and none of the Parent SEC Documents when filed (including any and all financial statements included therein) as of such dates contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later filed Parent SEC Document, none of the Parent SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of Parent the Company included in the Parent SEC Documents (the "SEC Financial Statements") comply as to form, as of their respective dates of filing with the SEC, form in all material respects with applicable accounting requirements and the Accounting Rulespublished rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP generally accepted accounting principles ("GAAP") (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of Parent the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal recurring year-end audit adjustments). Except Since September 30, 2000, neither the Company nor any of its subsidiaries, has incurred any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required, if known, to be reflected or reserved against on a consolidated balance sheet of the Company prepared in accordance with GAAP except (i) as reflected in and to the most recent financial statements contained in Parent SEC Documents or in extent set forth on the audited balance sheet of the Company and its subsidiaries as of September 30, 2000 (including the notes thereto), (ii) for liabilities that have been as incurred in connection with the transactions contemplated by Parent and its subsidiaries since June this Agreement, (iii) as incurred after September 30, 2001, 2000 in the ordinary course of business and consistent with past practice, (iii) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby (iv) for liabilities that do not and would not reasonably be expected to have a Material Adverse Effect on Parentas described in the SEC Documents filed since September 30, 2000 (the "Recent SEC Documents"), or (v) liabilities described as would not, individually or in Section 4.03 of Parent Disclosure Schedulethe aggregate, neither Parent nor any of its subsidiaries has any liabilities (whether accrued, absolute, contingent or otherwise) required to be disclosed in financial statements prepared in accordance with GAAPhave a Company Material Adverse Effect.

SEC Documents; Undisclosed Liabilities. Parent With the exception of its most recent Form 10-K, Pubco has timely filed all required reports, schedules, forms, statements and other documents as required by the Securities and Exchange Commission (including exhibits the “SEC”) and Pubco has delivered or made available to the Company all reports, schedules, forms, statements and other information incorporated therein) documents filed with the SEC since December 8(collectively, 1999 (together with Parent's Registration Statement on Form S-1 (Registration No. 333-87717)and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "Parent “Pubco SEC Documents"”). As of their respective dates, Parent the Pubco SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent Pubco SEC Documents, and none of the Parent Pubco SEC Documents when filed (including any and all consolidated financial statements included therein) as of such date contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later filed Parent subsequent filing with the SEC Document(a copy of which has been provided to the Company prior to the date of this Agreement), none of the Parent Pubco SEC Documents Documents, to the knowledge of Pubco’s management, contains any untrue statement of a material fact or omits to state any material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of Parent Pubco included in the Parent such Pubco SEC Documents comply as to form, as of their respective dates of filing with the SEC, form in all material respects with applicable accounting requirements and the Accounting Rulespublished rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP U.S. generally accepted accounting principles (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of Parent Pubco and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and changes in cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal recurring year-end audit adjustmentsadjustments as determined by Pubco’s independent accountants). Except (i) as reflected set forth in the Pubco SEC Documents, at the date of the most recent audited financial statements contained in Parent SEC Documents or of Pubco included in the notes theretoPubco SEC Documents, (ii) for liabilities that have been Pubco has not incurred by Parent and its subsidiaries since June 30, 2001, in the ordinary course of business and consistent with past practice, (iii) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby (iv) for liabilities that do not and would not reasonably be expected to have a Material Adverse Effect on Parent, or (v) liabilities described in Section 4.03 of Parent Disclosure Schedule, neither Parent nor any of its subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required which, individually or in the aggregate, could reasonably be expected to be disclosed in financial statements prepared in accordance have a material adverse effect with GAAPrespect to Pubco.

SEC Documents; Undisclosed Liabilities. Parent Except for the late filing of financial statements related to Target's prior merger with World Machinery Company, as reported on Target's Current Report on Form 8-K filed with the Securities and Exchange Commission (the "SEC") on July 24, 2000, Target has timely filed all required reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) with the SEC since December 8January 1, 1999 1998 (together with Parent's Registration Statement on Form S-1 (Registration No. 333-87717), the "Parent SEC Documents"). As of their respective dates, Parent the SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Documents, and none of the Parent SEC Documents when filed contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later filed Parent SEC Document, none of the Parent SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of Parent included Target contained or specifically incorporated by reference in the Parent SEC Documents (including in each case any related notes and schedules) comply as to form, as of their respective dates of filing with the SEC, form in all material respects with applicable accounting requirements and the Accounting Rulespublished rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP generally accepted accounting principles (except, in the case of unaudited statements, as permitted by applicable instructions or regulations of the SEC relating to the preparation of quarterly reports on Form 10-Q) applied on a consistent basis during the periods period involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of Parent and its consolidated subsidiaries Target as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal recurring year-end audit adjustments). Except (i) as reflected in the most recent financial statements contained in Parent SEC Documents or in the notes thereto, (ii) for liabilities that have been incurred by Parent and its subsidiaries since June 30, 2001, in the ordinary course of business and consistent with past practice, (iii) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby (iv) for liabilities that do not and would not reasonably be expected to have a Material Adverse Effect on Parent, or (v) liabilities described in Section 4.03 of Parent Disclosure Schedule, neither Parent nor any of its subsidiaries has any liabilities (whether accrued, absolute, contingent or otherwise) required to be disclosed in financial statements prepared in accordance with GAAP.

SEC Documents; Undisclosed Liabilities. Parent The Company has timely filed all required reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) required to be filed by the Company with the SEC since December 8January 1, 1999 2001 (together with Parent's Registration Statement on Form S-1 (Registration No. 333-87717), the "Parent Company SEC Documents"). As of their its respective datesdate, Parent each Company SEC Documents Document complied in all material respects with the requirements of the Securities Exchange Act or the Exchange Securities Act of 1933, as amended (the "Securities Act"), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent Company SEC DocumentsDocument, and none of the Parent SEC Documents when filed contained did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Parent the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2002 (filed on April 15, 2003) (the "2002 Form 10-K"), its definitive Proxy Statement with respect to its 2003 Annual Meeting (filed on April 29, 2003), its Quarterly Reports on Form 10-Q for the quarters ended March 31, 2003 (filed on May 15, 2003) (the "First Quarter 2003 10-Q"), and its Current Report on Form 8-K (filed on May 16, 2003) (collectively, the "2003 SEC Document Documents") has been revised or superseded by a later filed Parent Filed Company SEC DocumentDocument (as defined in Section 3.08), none of the Parent 2003 SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of Parent the Company included in the Parent Company SEC Documents comply as to form, complied as of their respective filing dates of filing with the SEC, as to form in all material respects with applicable accounting requirements and the Accounting Rulespublished rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP generally accepted accounting principles ("GAAP") (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and present fairly present in all material respects the consolidated financial position of Parent the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal recurring year-end audit adjustments). Except (i) as reflected set forth in the most recent financial statements contained in Parent Filed Company SEC Documents or in the notes thereto, (ii) for liabilities that have been incurred by Parent and its subsidiaries since June 30, 2001, in the ordinary course of business and consistent with past practice, (iii) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby (iv) for liabilities that do not and would not reasonably be expected to have a Material Adverse Effect on Parent, or (v) liabilities described as defined in Section 4.03 of Parent Disclosure Schedule3.08), neither Parent the Company nor any of its subsidiaries Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated balance sheet of the Company and its consolidated subsidiaries or in the notes thereto except those incurred in the ordinary course of business after such filings, under this Agreement or otherwise in connection with the Recapitalization Transactions. Except as set forth in the Company Disclosure Letter, neither the Company nor any Company Subsidiary is a party to any contract, arrangement or understanding with an affiliate of such party that is not disclosed in financial statements prepared in accordance with GAAPthe Filed Company SEC Documents.

SEC Documents; Undisclosed Liabilities. Parent Sonic Foundry has timely filed all required reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) filings with the SEC since December 8September 30, 1999 2013, pursuant to Sections 13 and 15 of the Securities Exchange Act, as applicable (together with Parent's Registration Statement on Form S-1 (Registration No. 333-87717), the "Parent “Sonic Foundry SEC Documents"”). As of their its respective datesfiling date, Parent each Sonic Foundry SEC Documents Document complied in all material respects with the requirements of the Securities Exchange Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent Sonic Foundry SEC DocumentsDocument, and none of the Parent SEC Documents when filed contained did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Parent Sonic Foundry SEC Document has been revised or superseded by a later filed Parent Sonic Foundry SEC Document, none of the Parent Sonic Foundry SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Except as set forth in the Sonic Foundry SEC Documents, the financial statements of Parent the Sonic Foundry included in the Parent Sonic Foundry SEC Documents comply as to form, as of their respective dates of filing with the SEC, form in all material respects with applicable accounting requirements and the Accounting Rulespublished rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP the U.S. generally accepted accounting principles (“GAAP”) (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of Parent and its consolidated subsidiaries Sonic Foundry as of the dates thereof and the consolidated results of their its operations and cash flows for the periods then ended shown (subject, in the case of unaudited statements, to normal recurring year-end audit adjustments). Except (i) as reflected in the most recent financial statements contained in Parent SEC Documents or in the notes thereto, (ii) for liabilities that have been incurred by Parent and its subsidiaries since June 30, 2001, in the ordinary course of business and consistent with past practice, (iii) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby (iv) for liabilities that do not and would not reasonably be expected to have a Material Adverse Effect on Parent, or (v) liabilities described in Section 4.03 of Parent Disclosure Schedule, neither Parent nor any of its subsidiaries has any liabilities (whether accrued, absolute, contingent or otherwise) required to be disclosed in financial statements prepared in accordance with GAAP.

SEC Documents; Undisclosed Liabilities. Parent Except as set forth in Item 3.6 of the Company Disclosure Schedule, the Company has timely filed with the SEC since January 1, 1997 or, with respect to the Offer, will file with the SEC all required registration statements, reports, schedules, forms, statements, proxy or information statements and other documents (including exhibits and all other information incorporated therein) with the SEC since December 8, 1999 (together with Parent's Registration Statement on Form S-1 (Registration No. 333-87717), the "Parent Company SEC Documents"). As of their respective dates, Parent the Company SEC Documents complied or, with respect to those not yet filed, will comply in all material respects with the requirements of the Securities Act of 1933 (the "Securities Act"), or the Exchange Act, as the case may be, and and, in each case, the rules and regulations of the SEC promulgated thereunder applicable and, except to such Parent the extent that information contained in any Company SEC DocumentsDocument has been revised and superseded by a later filed Company SEC Document, and none of the Parent SEC Documents when filed contained did not or, with respect to those not yet filed, will not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later filed Parent SEC Document, none of the Parent SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of Parent the Company included in the Parent Company SEC Documents comply as to form, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and the Accounting Rulespublished rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of Parent the Company and its consolidated subsidiaries Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal recurring year-end audit adjustments). Except for liabilities (i) as reflected in the most recent such financial statements contained in Parent SEC Documents or in the notes thereto, (ii) for liabilities that have been incurred by Parent and its subsidiaries since June 30, 2001, in the ordinary course of business and consistent with past practice, (iii) for liabilities incurred practice since the date of the most recent audited financial statements included in connection with the Company SEC Documents filed and publicly available prior to the date of this Agreement or (as amended to the transactions contemplated hereby (iv) for liabilities that do not and would not reasonably be expected to have a Material Adverse Effect on Parentdate of this Agreement, or (v) liabilities described in Section 4.03 of Parent Disclosure Schedule, neither Parent nor any of its subsidiaries has any liabilities (whether accrued, absolute, contingent or otherwise) required to be disclosed in financial statements prepared in accordance with GAAP.the "Company Filed

SEC Documents; Undisclosed Liabilities. Parent and each of its subsidiaries that is required to file any registration statement, prospectus, report, schedule, form, statement or other document with the SEC, has timely filed all required registration statements, prospectuses, reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) required to be filed by it with the SEC since December 8(collectively, 1999 (together with Parent's Registration Statement on Form S-1 (Registration No. 333-87717)and in each case including all exhibits, schedules and amendments thereto and documents incorporated by reference therein, the "“Parent SEC Documents")”) since December 31, 2008. As of their respective dates, the Parent SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Documents, and none of the Parent SEC Documents when filed (including any and all financial statements included therein) as of such dates contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later filed Parent SEC Document, none of the Parent SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of Parent included in the Parent SEC Documents (the “Parent SEC Financial Statements”) comply as to form, as of their respective dates of filing with the SEC, form in all material respects with applicable accounting requirements and the Accounting Rulespublished rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of Parent and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal recurring year-end audit adjustments). Except Since December 31, 2008, neither Parent nor any of its subsidiaries has incurred any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required, if known, to be reflected or reserved against on a consolidated balance sheet of Parent prepared in accordance with GAAP except (i) as reflected in and to the most recent financial statements contained in extent set forth on the audited balance sheet of Parent SEC Documents or in and its subsidiaries as of December 31, 2008 (including the notes thereto) included in the Parent SEC Documents, (ii) for liabilities that have been as incurred in connection with the transactions contemplated by Parent and its subsidiaries since June 30this Agreement, 2001(iii) as incurred after December 31, 2008 in the ordinary course of business and consistent with past practice, (iii) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby (iv) for liabilities that do not and would not reasonably be expected to have a Material Adverse Effect on Parentas described in the Parent SEC Documents filed since December 31, 2008 (such SEC Documents, excluding any exhibits thereto or documents incorporated by reference therein, the “Parent Recent SEC Documents”), or (v) liabilities described as would not, individually or in Section 4.03 the aggregate, have a Parent Material Adverse Effect. If, at any time prior to the Effective Time, Parent shall obtain knowledge of Parent Disclosure Schedule, neither Parent nor any material facts that would require supplementing or amending any of its subsidiaries has any liabilities (whether accruedthe foregoing documents in order to make the statements therein, absolutein the light of the circumstances under which they were made, contingent not misleading, or otherwise) to comply with applicable laws, such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to be disclosed in financial statements prepared in accordance with GAAPthe stockholders of Parent.

SEC Documents; Undisclosed Liabilities. Parent The Company has timely filed --------------------------------------- all required reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) with the SEC since December 8January 1, 1999 1997 (together with Parent's Registration Statement on Form S-1 (Registration No. 333-87717), the "Parent SEC Documents"). As of their respective dates, Parent the SEC Documents complied in all material respects with the requirements of the Securities Act of 1933 (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Documents, and none of the Parent SEC Documents when filed contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later filed Parent SEC Document, none of the Parent SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of Parent the Company included in the Parent SEC Documents comply as to form, as of their respective dates of filing with the SEC, form in all material respects with applicable accounting requirements and the Accounting Rulespublished rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of Parent the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal recurring year-end audit adjustments). Except (i) as reflected set forth in the most recent financial statements contained in Parent Filed SEC Documents or in the notes thereto, (ii) for liabilities that have been incurred by Parent and its subsidiaries since June 30, 2001, in the ordinary course of business and consistent with past practice, (iii) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby (iv) for liabilities that do not and would not reasonably be expected to have a Material Adverse Effect on Parent, or (v) liabilities described in Section 4.03 of Parent Disclosure Scheduleas defined below), neither Parent the Company nor any of its subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be disclosed set forth on a consolidated balance sheet of the Company and its consolidated subsidiaries or in financial statements prepared the notes thereto and which, individually or in accordance with GAAPthe aggregate, would have a Material Adverse Effect on the Company.

SEC Documents; Undisclosed Liabilities. Parent The Company has timely filed all required registration statements, prospectuses, reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) required to be filed by it with the SEC since December 8January 1, 1999 2001 (together with Parent's Registration Statement on Form S-1 (Registration No. 333-87717)collectively, and in each case including all exhibits, schedules and amendments thereto and documents incorporated by reference therein, the "Parent SEC Documents"). No subsidiary of the Company is required to file any registration statement, prospectus, report, schedule, form, statement or other document with the SEC. As of their respective dates, Parent the SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Documents, and none of the Parent SEC Documents when filed (including any and all financial statements included therein) as of such dates contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later filed Parent SEC Document, none of the Parent SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of Parent the Company included in the Parent SEC Documents (the "SEC Financial Statements") comply as to form, as of their respective dates of filing with the SEC, form in all material respects with applicable accounting requirements and the Accounting Rulespublished rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP generally accepted accounting principles ("GAAP") (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of Parent the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal recurring year-end audit adjustments). Except Since June 30, 2002, neither the Company nor any of its subsidiaries, has incurred any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required, if known, to be reflected or reserved against on a consolidated balance sheet of the Company prepared in accordance with GAAP except (i) as reflected in and to the most recent financial statements contained in Parent SEC Documents or in extent set forth on the audited balance sheet of the Company and its subsidiaries as of June 30, 2002 (including the notes thereto) included in the SEC Documents, (ii) for liabilities that have been as incurred in connection with the transactions contemplated by Parent and its subsidiaries since this Agreement, (iii) as incurred after June 30, 2001, 2002 in the ordinary course of business and consistent with past practice, (iii) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby (iv) for liabilities that do not and would not reasonably be expected to have a Material Adverse Effect on Parentas described in the SEC Documents filed since June 30, 2002 (the "Recent SEC Documents"), or (v) liabilities described as would not, individually or in the aggregate, have a Company Material Adverse Effect. If, at any time prior to the Effective Time, the Company shall obtain knowledge of any material facts that would require supplementing or amending any of the foregoing documents in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or to comply with applicable laws, such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of the Company. The management of the Company has (i) designed disclosure controls and procedures to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to the management of the Company by others within those entities, and (ii) has disclosed, based on its most recent evaluation, to the Company's auditors and the audit committee of the Company's Board of Directors (A) all significant deficiencies in the design or operation of internal controls which could adversely affect the Company's ability to record, process, summarize and report financial data and have identified for the Company's auditors any material weaknesses in internal controls and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal controls. A summary of such disclosure made by management to the Company's auditors and audit committee is set forth on Section 4.03 3.5 of Parent the Company Disclosure Schedule, neither Parent nor any of its subsidiaries has any liabilities (whether accrued, absolute, contingent or otherwise) required to be disclosed in financial statements prepared in accordance with GAAP.

SEC Documents; Undisclosed Liabilities. Parent has timely filed all required reports, schedules, forms, statements and other documents as required by the Securities and Exchange Commission (including exhibits the “SEC”), and Parent has delivered or made available to the Company all reports, schedules, forms, statements and other information incorporated therein) documents filed with the SEC since December 8(collectively, 1999 (together with Parent's Registration Statement on Form S-1 (Registration No. 333-87717)and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "“Parent SEC Documents"”). As of their respective dates, the Parent SEC Documents complied in all material respects with the requirements of the Securities Act or the Securities Exchange ActAct of 1934, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Documentsdocuments, and none of the Parent SEC Documents when filed (including any and all consolidated financial statements included therein) as of such date contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later filed Parent subsequent filing with the SEC Document(a copy of which has been provided to the Company prior to the date of this Agreement), none of the Parent SEC Documents Documents, to the knowledge of Parent’s management, contains any untrue statement of a material fact or omits to state any material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of Parent included in the such Parent SEC Documents comply as to form, as of their respective dates of filing with the SEC, form in all material respects with applicable accounting requirements and the Accounting Rulespublished rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP generally accepted accounting principles (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of Parent and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and changes in cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal recurring year-end audit adjustmentsadjustments as determined by Parent’s independent accountants). Except (i) as reflected set forth in the Disclosure Schedule, since the date of the most recent financial statements contained of Parent included in the Parent SEC Documents or in the notes theretoDocuments, (ii) for liabilities that have been Parent had not incurred by Parent and its subsidiaries since June 30, 2001, in the ordinary course of business and consistent with past practice, (iii) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby (iv) for liabilities that do not and would not reasonably be expected to have a Material Adverse Effect on Parent, or (v) liabilities described in Section 4.03 of Parent Disclosure Schedule, neither Parent nor any of its subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required which, individually or in the aggregate, could reasonably be expected to be disclosed in financial statements prepared in accordance have a material adverse effect with GAAPrespect to Parent.

SEC Documents; Undisclosed Liabilities. Parent The Company has timely filed all required reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) required to be filed by the Company with the SEC since December 8January 1, 1999 2000 (together with Parent's Registration Statement on Form S-1 (Registration No. 333-87717), the "Parent COMPANY SEC DocumentsDOCUMENTS"). As of their its respective datesdate, Parent each Company SEC Documents Document complied in all material respects with the applicable requirements of the Securities Exchange Act or the Exchange ActSecurities Act of 1933, as amended (the "SECURITIES ACT"), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent Company SEC DocumentsDocument, each as in effect on the date so filed, and none of the Parent SEC Documents when filed contained did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Parent Company SEC Document has been revised or superseded by a later filed Parent Company SEC Document, none of the Parent Company SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of Parent the Company included in the Parent Company SEC Documents comply as to form, as of their respective dates of filing with the SEC, form in all material respects with applicable account ing requirements and the Accounting Rulespublished rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP generally accepted accounting principles ("GAAP") (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated otherwise stated in the notes theretosuch financial statements) and fairly present in all material respects the consolidated financial position of Parent the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal recurring year-end audit adjustments). Except (i) as reflected set forth in the most recent financial statements contained in Parent Filed Company SEC Documents or in the notes thereto, (ii) for liabilities that have been incurred by Parent and its subsidiaries since June 30, 2001, in the ordinary course of business and consistent with past practice, (iii) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby (iv) for liabilities that do not and would not reasonably be expected to have a Material Adverse Effect on Parent, or (v) liabilities described as defined in Section 4.03 of Parent Disclosure Schedule3.08), neither Parent the Company nor any of its subsidiaries Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be disclosed set forth on a consolidated balance sheet of the Company and its consolidated subsidiaries or in financial statements prepared the notes thereto and that, individually or in accordance with GAAPthe aggregate, would reasonably be expected to have a Company Material Adverse Effect.

SEC Documents; Undisclosed Liabilities. Parent McKesson has timely filed all -------------------------------------- required registration statements, prospectuses, reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) with the SEC since December 831, 1999 1996 (together with Parent's Registration Statement on Form S-1 (Registration No. 333-87717), the "Parent McKesson SEC Documents"). As of their respective dates, Parent the McKesson SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent McKesson SEC Documents, and none of the Parent McKesson SEC Documents when filed contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later filed Parent SEC Document, none of the Parent SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of Parent McKesson included in the Parent McKesson SEC Documents comply as to form, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and the Accounting Rulespublished rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of Parent McKesson and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal recurring year-end audit adjustmentsadjustments which are not material). Except (i) as reflected in the most recent such financial statements contained in Parent SEC Documents or in the notes thereto, thereto or (ii) for liabilities that have been incurred by Parent and its subsidiaries since June 30, 2001, in the ordinary course of business and consistent with past practice, (iii) for liabilities incurred in connection with this Agreement Agreement, the Option Agreements or the transactions contemplated hereby (iv) for liabilities that do not and would not reasonably be expected to have a Material Adverse Effect on Parent, or (v) liabilities described in Section 4.03 of Parent Disclosure Schedulethereby, neither Parent McKesson nor any of its subsidiaries has any liabilities (whether accruedor obligations of any nature which, absoluteindividually or in the aggregate, contingent or otherwise) required to be disclosed in financial statements prepared in accordance with GAAPwould have a material adverse effect on McKesson.

SEC Documents; Undisclosed Liabilities. Parent To its knowledge, the Company has timely filed all required reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) with the SEC since December 831, 1999 1994 (together with Parent's Registration Statement on Form S-1 (Registration No. 333-87717)as such documents have been amended prior to the date hereof, the "Parent SEC Documents"). As of their respective dates, Parent the SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Documents, and none of the Parent SEC Documents when filed contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except , except to the extent that information contained in any Parent SEC Document has such statements have been revised modified or superseded by a later filed Parent Filed SEC Document, none of the Parent SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of Parent the Company included in the Parent SEC Documents comply as to form, as of their respective dates of filing with the SEC, in all material respects with the Accounting Rules, have been prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of Parent the Company and its the consolidated subsidiaries Subsidiaries of the Company as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal recurring year-end audit adjustmentsadjustments and the absence of footnotes). Except (i) as reflected set forth in the most recent financial statements contained in Parent Filed SEC Documents or in the notes thereto, (ii) and for liabilities that have been incurred by Parent and its subsidiaries since June 30, 2001, in the ordinary course of business and consistent with past practice, (iii) for liabilities after the date hereof or incurred in connection with as permitted by this Agreement or the transactions contemplated hereby (iv) for liabilities that do not and would not reasonably be expected to have a Material Adverse Effect on Parent, or (v) liabilities described in Section 4.03 of Parent Disclosure ScheduleAgreement, neither Parent the Company nor any of its subsidiaries the Company's Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be disclosed set forth on a consolidated balance sheet of the Company and its consolidated Subsidiaries or in financial statements prepared the notes thereto and which, individually or in accordance with GAAPthe aggregate, could reasonably be expected to have a Material Adverse Effect.

SEC Documents; Undisclosed Liabilities. Parent TCI has timely filed a Registration Statement on Form S-4 which was declared effective by the Securities and Exchange Commission ("SEC") on September 5, 1997, and since such date has filed all required reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) with the SEC since December 8, 1999 (together with Parent's Registration Statement on Form S-1 (Registration No. 333-87717), the "Parent TCI SEC Documents"). As of their respective dates, Parent the TCI SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended or the Securities Exchange ActAct of 1934, as amended, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent TCI SEC Documents, and none of the Parent TCI SEC Documents when filed contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later filed Parent SEC Document, none of the Parent SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of Parent TCI included in the Parent TCI SEC Documents comply as to form, as of their respective dates of filing with the SEC, form in all material respects with applicable accounting requirements and the Accounting Rulespublished rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of Parent TCI and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal recurring year-end audit adjustments). Telex Holdings' sole asset consists of the capital stock of TCI. Except (i) as reflected set forth in the most recent financial statements contained in Parent TCI SEC Documents or in the notes theretoDocuments, (ii) for Telex Holdings' 15% Step-Up Subordinated Notes due 2009 and (iii) for liabilities that have been and obligations incurred by Parent and its subsidiaries since June 30, 2001, in the ordinary course of business and consistent with past practice, (iii) for liabilities incurred practice since the date of the most recent consolidated balance sheet included in connection with this Agreement or the transactions contemplated hereby (iv) for liabilities that do not and would not reasonably be expected to have a Material Adverse Effect on Parent, or (v) liabilities described in Section 4.03 of Parent Disclosure ScheduleTCI SEC Documents, neither Parent Telex Holdings nor any of its subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by generally accepted accounting to be recognized or disclosed on a consolidated balance sheet of Telex Holdings and its consolidated subsidiaries or in financial statements prepared the notes thereto which, individually or in accordance with GAAPthe aggregate, is material to Telex Holdings and its subsidiaries, taken as a whole.

SEC Documents; Undisclosed Liabilities. Parent DFI has timely filed all required reports, schedules, forms, statements and other documents DFI SEC Documents (including exhibits and all other information incorporated thereinas defined in Section 8.03) with the SEC since December 831, 1999 (together with Parent's Registration Statement on Form S-1 (Registration No. 333-87717), the "Parent SEC Documents")1996. As of their respective dates, Parent the DFI SEC Documents complied in all material respects with the requirements of the Securities Act Act, or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent DFI SEC Documents, and none of the Parent DFI SEC Documents when filed contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later filed Parent SEC Document, none of the Parent SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of Parent DFI included in the Parent DFI SEC Documents comply as to form, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and the Accounting Rulespublished rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of Parent DFI and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal recurring year-end audit adjustments). DFI has not treated as restructuring charges any significant expenses that DFI would otherwise have expensed against operating income in the ordinary course of business. Except (i) as reflected in the most recent such financial statements contained in Parent SEC Documents or in the notes thereto, thereto or (ii) for liabilities that have been incurred by Parent and its subsidiaries since June 30, 2001, in the ordinary course of business and consistent with past practice, (iii) for liabilities incurred in connection with this Agreement or the transactions expressly contemplated hereby (iv) for liabilities that do not and would not reasonably be expected to have a Material Adverse Effect on Parent, or (v) liabilities described in Section 4.03 of Parent Disclosure Schedulehereby, neither Parent DFI nor any of its subsidiaries has any liabilities (whether accruedor obligations which, absoluteindividually or in the aggregate, contingent or otherwise) required to be disclosed in financial statements prepared in accordance with GAAPwould have a material adverse effect on DFI.

SEC Documents; Undisclosed Liabilities. Parent Razorfish has timely filed all -------------------------------------- required reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) with the SEC since December 8April 26, 1999 (together with Parent's Registration Statement on Form S-1 (Registration No. 333-87717), the "Parent Razorfish SEC Documents"). As of their respective dates, Parent the Razorfish SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent Razorfish SEC Documents, and none of the Parent Razorfish SEC Documents when filed contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Parent Razorfish SEC Document has been revised or superseded by a later filed Parent Razorfish SEC Document, none of the Parent Razorfish SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of Parent Razorfish included in the Parent Razorfish SEC Documents comply as to form, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and the Accounting Rulespublished rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of Parent Razorfish and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal recurring year-year- end audit adjustments). Except (i) as reflected in the most recent such financial statements contained in Parent SEC Documents or in the notes thereto, thereto or (ii) for liabilities that have been incurred by Parent and its subsidiaries since June 30, 2001, in the ordinary course of business and consistent with past practice, (iii) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby (iv) for liabilities that do not and would not reasonably be expected to have a Material Adverse Effect on Parent, or (v) liabilities described in Section 4.03 of Parent Disclosure Schedulehereby, neither Parent Razorfish nor any of its subsidiaries has any liabilities (whether accruedor obligations of any nature which, absoluteindividually or in the aggregate, contingent or otherwise) required are reasonably likely to be disclosed in financial statements prepared in accordance with GAAPhave a material adverse effect on Razorfish.

SEC Documents; Undisclosed Liabilities. Parent The Company has timely filed with the SEC all required reports, schedules, forms, statements and other documents required pursuant to the Securities Act and the Exchange Act since October 1, 1994 (collectively, and in each case including all exhibits and all other information schedules thereto and documents incorporated by reference therein) with the SEC since December 8, 1999 (together with Parent's Registration Statement on Form S-1 (Registration No. 333-87717), the "Parent SEC Documents"). ------------- As of their respective dates, Parent the SEC Documents complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Documents. As of their respective dates, and (i) none of the Parent SEC Documents when (including any and all financial statements included therein) filed pursuant to the Securities Act or any rule or regulation thereunder contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading and (ii) none of the SEC Documents (including any and all financial statements included therein) filed pursuant to the Exchange Act or any rule or regulation thereunder contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later filed Parent SEC Document, none of the Parent SEC Documents (including any and all financial statements included therein) contains any untrue statement of a material fact or omits to state any a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The consolidated financial statements of Parent the Company included in the Parent all SEC Documents filed since October 1, 1994 (the "SEC Financial Statements") ------------------------ comply as to form, as of their respective dates of filing with the SEC, form in all material respects with applicable accounting requirements and the Accounting Rulespublished rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP generally accepted accounting principles (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC), applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and ). The SEC Financial Statements fairly present in all material respects the consolidated financial position of Parent the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal recurring year-end audit adjustments). Except (i) as reflected in the most recent financial statements contained in Parent SEC Documents or in the notes thereto, (ii) for liabilities that have been incurred by Parent and its subsidiaries since June 30, 2001, in the ordinary course of business and consistent with past practice, (iii) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby (iv) for liabilities that do not and would not reasonably be expected to have a Material Adverse Effect on Parent, or (v) liabilities described disclosed in Section 4.03 3.01(e) of Parent the Company Disclosure Schedule, neither Parent the Company nor any of its subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by generally accepted accounting principles to be recognized or disclosed on a consolidated balance sheet of the Company and its subsidiaries or in the notes thereto, except (i) liabilities reflected in the consolidated audited balance sheet of the Company as of September 30, 1996 or the notes thereto (the "1996 Balance Sheet"), (ii) liabilities disclosed in financial statements prepared ------------------ any SEC Document filed by the Company prior to the date of this Agreement with respect to any period ending, or date occurring, after September 30, 1996 and (iii) liabilities incurred since September 30, 1996 in accordance the ordinary course of business consistent with GAAPpast practice.

SEC Documents; Undisclosed Liabilities. Parent The Company has timely filed all required reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) with the SEC Commission since December 8February 4, 1999 2000 (together with Parent's Registration Statement on Form S-1 (Registration No. 333-87717), the "Parent COMPANY SEC DocumentsDOCUMENTS"). As Except as corrected by subsequent filings, as of their respective dates, Parent the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933 (the "SECURITIES ACT") or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Documents, and none of the Parent Company SEC Documents when filed contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to as corrected by subsequent filings, the extent that information contained in any Parent SEC Document has been revised or superseded by a later filed Parent SEC Document, none of the Parent SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of Parent the Company included in the Parent Company SEC Documents comply as to form, as of their respective dates of filing with the SECCommission, in all material respects with applicable accounting requirements and the Accounting Rulespublished rules and regulations of the Commission with respect thereto (the "ACCOUNTING RULES"), have been prepared in accordance with GAAP generally accepted accounting principles ("GAAP") (except, in the case of unaudited statements, as permitted by Form 10-Q) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present present, in all material respects respects, the consolidated financial position of Parent the Company and its consolidated subsidiaries Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal recurring year-end audit adjustments, which are in the aggregate not material). Except (i) as reflected disclosed in the most recent financial statements contained in Parent the Company Filed SEC Documents or in the notes thereto, thereto or (ii) for liabilities that have been incurred by Parent and its subsidiaries since June 30, 2001, in the ordinary course of business and consistent with past practice, (iii) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby (iv) for liabilities that do not and would not reasonably be expected to have a Material Adverse Effect on Parent, or (v) liabilities described in Section 4.03 of Parent Disclosure ScheduleTransactions, neither Parent the Company nor any of its subsidiaries Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be disclosed set forth on a consolidated balance sheet of the Company and its consolidated Subsidiaries or in financial statements prepared the notes thereto, which, individually or in accordance with GAAPthe aggregate, would reasonably be expected to have a Material Adverse Effect on the Company.

SEC Documents; Undisclosed Liabilities. Parent The Company has timely filed all required reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) with the SEC since December 8and including October 28, 1999 (together with Parent's Registration Statement on Form S-1 (Registration No. 333-87717)collectively, the "Parent Company SEC Documents"). As of their respective dates, Parent the Company SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent Company SEC Documents, and none of the Parent Company SEC Documents when filed contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Parent Company SEC Document has been revised or superseded by a later later-filed Parent Company SEC Document, none of the Parent Company SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of Parent the Company included in the Parent Company SEC Documents comply as to form, as of their respective dates of filing with the SEC, in all material respects with applicable accounting rules and regulations of the SEC ("Accounting Rules"), with respect thereto, are complete and correct in all material respects in accordance with the books and records of the Company and its Subsidiaries, have been prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by the Accounting Rules), applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) ), and fairly present in all material respects the consolidated financial position of Parent the Company and its consolidated subsidiaries Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal recurring year-end audit adjustments). Except (i) as reflected in such financial statements, in the most recent financial statements contained notes thereto or elsewhere in Parent the Company Filed SEC Documents or in the notes thereto, (ii) for liabilities that have been incurred by Parent and its subsidiaries since June 30, 2001, in the ordinary course of business and consistent with past practice, (iii) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby (iv) for or thereby, neither the Company nor any of its Subsidiaries has any liabilities that do not and would not or obligations of any nature which, individually or in the aggregate, are reasonably be expected likely to have a Material Adverse Effect on Parent, or (v) liabilities described in Section 4.03 of Parent Disclosure Schedule, neither Parent nor any of its subsidiaries has any liabilities (whether accrued, absolute, contingent or otherwise) required to be disclosed in financial statements prepared in accordance with GAAPthe Company.

SEC Documents; Undisclosed Liabilities. Parent The Company has timely filed all required reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) with the SEC since December 8January 1, 1999 1997 (together with Parent's Registration Statement on Form S-1 (Registration No. 333-87717), the "Parent SEC Documents"). As of their respective dates, Parent the SEC Documents complied in all material respects with the requirements of the Securities Act of 1933 (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Documents, and none of the Parent SEC Documents when filed contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later filed Parent SEC Document, none of the Parent SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of Parent the Company included in the Parent SEC Documents comply as to form, as of their respective dates of filing with the SEC, form in all material respects with applicable accounting requirements and the Accounting Rulespublished rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of Parent the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal recurring year-end audit adjustments). Except (i) as reflected set forth in the most recent financial statements contained in Parent Filed SEC Documents or in the notes thereto, (ii) for liabilities that have been incurred by Parent and its subsidiaries since June 30, 2001, in the ordinary course of business and consistent with past practice, (iii) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby (iv) for liabilities that do not and would not reasonably be expected to have a Material Adverse Effect on Parent, or (v) liabilities described in Section 4.03 of Parent Disclosure Scheduleas defined below), neither Parent the Company nor any of its subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be disclosed set forth on a consolidated balance sheet of the Company and its consolidated subsidiaries or in financial statements prepared the notes thereto and which, individually or in accordance with GAAPthe aggregate, would have a Material Adverse Effect on the Company.

SEC Documents; Undisclosed Liabilities. Parent The Company has timely filed all required reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) required to be filed by the Company with the SEC since December 8January 1, 1999 2001 (together with Parent's Registration Statement on Form S-1 (Registration No. 333-87717), the "Parent Company SEC Documents"). As of their its respective datesdate, Parent each Company SEC Documents Document complied in all material respects with the requirements of the Securities Exchange Act or the Exchange Securities Act of 1933, as amended (the "Securities Act"), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent Company SEC DocumentsDocument, and none of the Parent SEC Documents when filed contained did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later filed Parent SEC Document, none As of the Parent SEC Documents contains date of this Agreement, the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2001 (filed on March 29, 2002 and amended on April 30, 2002) (the "2001 Form 10-K"), its definitive Proxy Statement with respect to its 2002 Annual Meeting (filed on July 2, 2002), its Quarterly Reports on Form 10-Q for the quarters ended March 31, 2002 (filed on May 14, 2002), June 30, 2002 (filed on August 14, 2002) and September 30, 2002 (filed on November 1, 2002), and its Current Reports on Form 8-K (filed on February 14, 2002, April 19, 2002, July 18, 2002, September 3, 2002 and October 17, 2002) taken together do not contain any untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of Parent the Company included in the Parent Company SEC Documents comply as to form, as of their respective dates of filing with the SEC, form in all material respects with applicable accounting requirements and the Accounting Rulespublished rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP generally accepted accounting principles ("GAAP") (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of Parent the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal recurring year-end audit adjustments). Except (i) as reflected set forth in the most recent financial statements contained in Parent Filed Company SEC Documents or in the notes thereto, (ii) for liabilities that have been incurred by Parent and its subsidiaries since June 30, 2001, in the ordinary course of business and consistent with past practice, (iii) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby (iv) for liabilities that do not and would not reasonably be expected to have a Material Adverse Effect on Parent, or (v) liabilities described as defined in Section 4.03 of Parent Disclosure Schedule3.08), neither Parent the Company nor any of its subsidiaries Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated balance sheet of the Company and its consolidated subsidiaries or in the notes thereto, other than liabilities or obligations incurred in the ordinary course of business consistent with prior practice since the date of the most recent financial statements included in the Filed Company SEC Documents. Except as set forth in the Company Disclosure Letter, neither the Company nor any Company Subsidiary is a party to any contract, arrangement or understanding with an affiliate of such party that is not disclosed in financial statements prepared in accordance with GAAPthe Filed Company SEC Documents.

SEC Documents; Undisclosed Liabilities. Parent (a) The Company has timely filed with or furnished to the SEC, true and complete copies of all required forms, reports, schedules, formsstatements, statements certificates and other documents required to be filed or furnished by it since April 1, 2006, under the Exchange Act or the Securities Act of 1933, as amended (including exhibits and all other information incorporated thereinthe "Securities Act") with the SEC since December 8, 1999 (together with Parent's Registration Statement on Form S-1 (Registration No. 333-87717)collectively, the "Parent Company SEC Documents"). As of their its respective datesdate, Parent SEC Documents complied in all material respects with the requirements and, if amended, as of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations date of the last such amendment, each Company SEC promulgated thereunder applicable to such Parent SEC DocumentsDocument, and none of the Parent SEC Documents when filed contained including any financial statements or schedules included therein, did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein in such Company SEC Document, or necessary in order to make the statements thereinin such Company SEC Document, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Parent SEC Document has been revised As of their respective dates, and if amended or superseded by a later filed Parent SEC Document, none of the Parent SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of Parent included in the Parent SEC Documents comply as to formrestated, as of their the date of such respective dates of filing with amendments or restatements, the SEC, Company SEC Documents complied in all material respects with the Accounting Rulesapplicable requirements of the Exchange Act, have the Securities Act and the Xxxxxxxx-Xxxxx Act of 2002 ("SOX"), as the case may be, and the applicable rules and regulations of the SEC under the Exchange Act, the Securities Act and SOX, as the case may be. None of the Company Subsidiaries is, or at any time since April 1, 2006, has been, required to file any forms, reports or other documents with the SEC. Each of the consolidated financial statements included in the Company SEC Documents (the "Financial Statements") (w) has been prepared from, and is in accordance with, the books and records of the Company and its consolidated Subsidiaries, (x) complies in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC with respect to such requirements, (y) has been prepared in accordance with GAAP the United States generally accepted accounting principles ("GAAP"), in all material respects, applied on a consistent basis during the periods involved (except as may be indicated in the Financial Statements or in the notes thereto) to the Financial Statements and fairly present in all material respects the consolidated financial position of Parent and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal recurring year-end audit adjustmentsadjustments and the absence of footnote disclosure). Except , and (iz) fairly presents, in all material respects, the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated Company Subsidiaries as reflected of the date and for the periods referred to in the most recent financial statements contained in Parent SEC Documents or in the notes thereto, (ii) for liabilities that have been incurred by Parent and its subsidiaries since June 30, 2001, in the ordinary course of business and consistent with past practice, (iii) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby (iv) for liabilities that do not and would not reasonably be expected to have a Material Adverse Effect on Parent, or (v) liabilities described in Section 4.03 of Parent Disclosure Schedule, neither Parent nor any of its subsidiaries has any liabilities (whether accrued, absolute, contingent or otherwise) required to be disclosed in financial statements prepared in accordance with GAAPFinancial Statements.