Common use of SEC Documents; Undisclosed Liabilities Clause in Contracts

SEC Documents; Undisclosed Liabilities. The Company has been subject to the reporting requirements of Section 13 of the Exchange Act since at least January 1, 1996 and, except as set forth in any Company SEC Document, has timely filed all required reports, schedules, forms, statements and other documents required to be filed by the Company under the Securities Act and the Exchange Act with the SEC since January 1, 1996 (the "Company SEC Documents"). As of their respective dates, 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 Company SEC Documents, and none of the Company SEC Documents at the time filed with the SEC 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 Except to the extent that information contained in any Company SEC Document has been revised or superseded by a later filed Company SEC Document, none of the Company SEC Documents contains any untrue statement of a material fact or omits to state any material fact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.

SEC Documents; Undisclosed Liabilities. The Company has been subject to the reporting requirements of Section 13 Except as disclosed on Schedule 4.5 of the Exchange Act since at least January 1Disclosure Schedule, 1996 and, except as set forth in any the Company SEC Document, has timely filed all required reports, schedules, forms, statements and other documents required to be filed by the Company under with the Securities Act and the Exchange Act with the SEC Commission ('SEC') since January 1, 1996 (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, as amended, the "Company 'SEC Documents"'). As of their respective dates, the Company 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 Company SEC Documents, and none of the Company SEC Documents at the time filed with the SEC (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 Company SEC Document has been revised or superseded by a later filed Company SEC Document, none The consolidated financial statements of the Company included in all SEC Documents contains any untrue statement (the 'SEC Financial Statements') comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of a material fact or omits to state any material fact required to be stated therein or necessary the SEC with respect thereto, have been prepared in order to make the statements thereinaccordance with generally accepted accounting principles (except, in light the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the circumstances under which they were made, not misleading.SEC) applied on a

SEC Documents; Undisclosed Liabilities. (a) The Company has been subject to the reporting requirements of Section 13 of the Exchange Act since at least January 1, 1996 and, except as set forth in any Company SEC Document, has timely filed all required reports, schedules, forms, forms and registration statements and other documents required to be filed by the Company under the Securities Act and the Exchange Act with the SEC since January 1, 1996 2001 (collectively, and in each case including all exhibits, schedules, and amendments thereto and documents incorporated by reference therein, the "Company “SEC Documents"”). As Except as set forth in Section 3.5(a) of the Company Disclosure Schedule, as of their respective dates, 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 Company SEC Documents, and none of the Company SEC Documents at the time filed with the SEC (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 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 Company with the SEC since January 1, 2001, each in the form (including exhibits and any Company amendments thereto) filed with the SEC Document has been revised or superseded by a later filed Company SEC Document, none of prior to the 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 misleadingdate hereof.

SEC Documents; Undisclosed Liabilities. (a) The Company has been subject to the reporting requirements of Section 13 of the Exchange Act since at least January 1, 1996 and, except as set forth in any Company SEC Document, has timely filed all required reports, schedules, forms, statements prospectuses, and registration, proxy and other documents required to be filed by the Company under the Securities Act and the Exchange Act statements with the SEC since January 1October 15, 1996 2002 (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "Company SEC Documents"). As of their respective dateseffective dates (in the case of Company 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 Company SEC Documents), the Company 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 thereunder, applicable to such Company SEC Documents, and none of the Company SEC Documents at the time filed with the SEC 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 Company SEC Document has been revised or superseded by a later filed Company SEC Document, none of the 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.

SEC Documents; Undisclosed Liabilities. The Company has been subject to the reporting requirements of Section 13 of the Exchange Act since for at least January 1, 1996 and, except as set forth in any Company SEC Document, 90 days and has timely filed all required reports, schedules, forms, statements and other documents required to be filed by the Company under the Securities Act and the Exchange Act with the SEC Commission since January 1May 28, 1996 1997 (the "Company SEC Documents"). As of their respective dates, 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 Commission promulgated thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents at the time filed with the SEC 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 Company SEC Document has been revised or superseded by a later filed Company SEC Document, none of the 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 historical financial statements the Company included in the Company SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto.

SEC Documents; Undisclosed Liabilities. (a) The Company has been subject to the reporting requirements of Section 13 of the Exchange Act since at least January 1, 1996 and, except as set forth in any Company SEC Document, has timely filed all required reports, schedules, forms, forms and registration statements and other documents required to be filed by the Company under the Securities Act and the Exchange Act with the SEC since January 1, 1996 2001 (collectively, and in each case including all exhibits, schedules, and amendments thereto and documents incorporated by reference therein, the "Company SEC Documents"). As Except as set forth in Section 3.5(a) of the Company Disclosure Schedule, as of their respective dates, 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 Company SEC Documents, and none of the Company SEC Documents at the time filed with the SEC (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 The Company has previously delivered (except to the extent that such filings are publicly available on the EDGAR system) to Parent each registration statement, report, proxy xxxxxment or information contained statement (other than preliminary materials) filed by Company with the SEC since January 1, 2001, each in the form (including exhibits and any Company amendments thereto) filed with the SEC Document has been revised or superseded by a later filed Company SEC Document, none of prior to the 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 misleadingdate hereof.

SEC Documents; Undisclosed Liabilities. The Company Purchaser's Guarantor has been subject to the reporting requirements of Section 13 of the Exchange Act since at least January 1, 1996 and, except as set forth in any Company SEC Document, has timely filed all required reports, schedules, forms, statements and other documents required to be filed by the Company under the Securities Act and the Exchange Act Purchaser's Guarantor with the SEC United States Securities and Exchange Commission (the "SEC") since January 1, 1996 2004 pursuant to Sections 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended (the "Company Exchange Act") (such documents and any other documents filed by Purchaser's Guarantor with the SEC, as have been amended since the time of their filing, the "SEC Documents"). As of their its respective datesdate, or if amended, as of the Company date of the last such amendment, each SEC Documents Document, including the consolidated financial statements of the Purchaser's Guarantor and its consolidated subsidiaries (including, in each case, any related notes thereto) set forth therein (i) complied in all material respects with the requirements of the Securities Exchange Act or the Exchange Act, Securities Act as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC DocumentsDocument, and none of the Company SEC Documents at the time filed with the SEC contained (ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Company SEC Document has been revised or superseded by a later filed Company SEC Document, none of the 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.