Common use of SEC Documents Clause in Contracts

SEC Documents. The Company has not provided to the Investor any information which according to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof by the Company but which has not been so disclosed. As of their respective dates, the SEC Documents complied, and all similar documents filed with the SEC prior to the Closing Date will comply, in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and rules and regulations of the SEC promulgated thereunder and other federal, state and local laws, rules and regulations applicable to such SEC Documents, and none of the SEC Documents contained, nor will any similar document filed with the SEC prior to the Closing Date contain, any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Documents, as of the dates thereof, complied, and all similar documents filed with the SEC prior to the Closing Date will comply, as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC and other applicable rules and regulations with respect thereto. Such financial statements were prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements as permitted by Form 10-Q of the SEC) and fairly present in all material respects the financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).

SEC Documents. The Company has delivered or made available to the Investor true and complete copies of the SEC Documents (including, without limitation, proxy information and solicitation materials). The Company has not provided to the Investor any information which that, according to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof by the Company Company, but which has not been so disclosed. As of their respective dates, the SEC Documents complied, and all similar documents filed with the SEC prior to the Closing Date will comply, complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and rules and regulations of the SEC promulgated thereunder and other federal, state and local laws, rules and regulations applicable to such SEC Documents, and none of the SEC Documents contained, nor will any similar document filed with the SEC prior to the Closing Date contain, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company described above and/or included in the SEC Documents, as of the dates thereof, complied, and all similar documents filed with the SEC prior to the Closing Date will comply, Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC and or other applicable rules and regulations with respect thereto. Such financial statements were have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements as permitted by Form 10-Q of the SECstatements) and fairly present in all material respects the financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).

SEC Documents. The Company has not provided to the Investor Purchaser any information which according to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof by the Company but which has not been so disclosed. As of their respective dates, the SEC Documents complied, and all similar documents filed with the SEC prior to the Closing Date will comply, in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and rules and regulations of the SEC promulgated thereunder and other federal, state and local laws, rules and regulations applicable to such SEC Documents, and none of the SEC Documents contained, nor will any similar document filed with the SEC prior to the Closing Date contain, any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Documents, as of the dates thereof, complied, and all similar documents filed with the SEC prior to the Closing Date will comply, as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC and other applicable rules and regulations with respect thereto. Such financial statements were prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements as permitted by Form 10-Q of the SEC) and fairly present in all material respects the financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).

SEC Documents. The Company has not provided made available to Parent a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by the Investor any information which according to applicable lawCompany with the SEC since December 31, rule or regulation, should have been disclosed publicly 1996 and prior to the date hereof by of this Agreement (the "Company SEC Documents") which are all the documents (other than preliminary material) that the Company but which has not been so disclosedwas required to file with the SEC since such date. As of their respective dates, the Company SEC Documents complied, and all similar documents filed with the SEC prior to the Closing Date will comply, 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 and other federal, state and local laws, rules and regulations applicable to such Company SEC Documents, and none of the Company SEC Documents contained, nor will any similar document filed with the SEC prior to the Closing Date contain, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the Company SEC Documents, as of the dates thereof, complied, and all similar documents filed with the SEC prior to the Closing Date will comply, Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC and other applicable rules and regulations with respect thereto. Such financial statements , were prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) or, in the case of the unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements as permitted by Form Rule 10-Q 01 of Regulation S-X of the SEC) and fairly present in all material respects accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal, recurring adjustments, none of which are material) the consolidated financial position of the Company and its consolidated subsidiaries Subsidiaries as of the their respective dates thereof and the consolidated results of operations and the consolidated cash flows of the Company and its consolidated Subsidiaries for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments)presented therein.

SEC Documents. The Company Parent has not provided made available to the Investor any information which according to applicable lawCompany a true and complete copy of each report, rule or regulationschedule, should have been disclosed publicly registration statement and definitive proxy statement filed by Parent with the SEC since July 28, 1999 and prior to the date hereof by of this Agreement (the Company but "Parent SEC Documents"), which has not been so disclosedare all the documents (other than preliminary material) that Parent was required to file with the SEC since such date. As of their respective dates, the Parent SEC Documents complied, and all similar documents filed with the SEC prior to the Closing Date will comply, 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 and other federal, state and local laws, rules and regulations applicable to such Parent SEC Documents, and none of the Parent SEC Documents contained, nor will any similar document filed with the SEC prior to the Closing Date contain, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company Parent included in the Parent SEC Documents, as of the dates thereof, complied, and all similar documents filed with the SEC prior to the Closing Date will comply, Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC and other applicable rules and regulations with respect thereto. Such financial statements , were prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) or, in the case of the unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements as permitted by Form Rule 10-Q 01 of Regulation S-X of the SEC) and fairly present in all material respects accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal, recurring adjustments, none of which will be material) the consolidated financial position of the Company Parent and its consolidated subsidiaries Subsidiaries as of the their respective dates thereof and the consolidated results of operations and the consolidated cash flows of Parent and its consolidated Subsidiaries for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments)presented therein.

SEC Documents. The Company has not provided made available to Parent a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by the Investor any information which according to applicable law, rule or regulation, should have been disclosed publicly Company with the SEC prior to the date hereof by of this Agreement (the "Company SEC Documents"), which are all the documents (other than preliminary material) that the Company but which has not been so disclosedwas required to file with the SEC since such date. As of their respective dates, the Company SEC Documents complied, and all similar documents filed with the SEC prior to the Closing Date will comply, 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 and other federal, state and local laws, rules and regulations applicable to such Company SEC Documents, and none of the Company SEC Documents contained, nor will any similar document filed with the SEC prior to the Closing Date containas of their respective dates, any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the Company SEC Documents, as of the dates thereof, complied, and all similar documents filed with the SEC prior to the Closing Date will comply, Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC and other applicable rules and regulations with respect thereto. Such financial statements , were prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) or, in the case of the unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements as permitted by Form Rule 10-Q 01 of Regulation S-X of the SEC) and fairly present in all material respects accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal, recurring adjustments, which will not be material, either individually or in the aggregate) the consolidated financial position of the Company and its consolidated subsidiaries Subsidiaries as of the their respective dates thereof and the consolidated results of operations and the consolidated cash flows of the Company and its consolidated Subsidiaries for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments)presented therein.

SEC Documents. The Company Transferee has not provided timely filed with the United States Securities and Exchange Commission (the “SEC”) all forms, registration statements, reports, schedules and statements required to be filed by it under the Investor any information which according to applicable law, rule Exchange Act or regulation, should have been disclosed publicly Securities Act (all such documents filed on or prior to the date hereof by the Company but which has not been so disclosed. As of their respective datesExecution Date, collectively, the “Transferee SEC Documents compliedDocuments”). The Transferee SEC Documents, including any audited or unaudited financial statements and all similar documents any notes thereto or schedules included therein (the “Transferee Financial Statements”), at the time filed with (in the case of registration statements, solely on the date of effectiveness) (except to the extent corrected by a subsequently filed Transferee SEC Document filed prior to the Closing Date will comply, in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and rules and regulations of the SEC promulgated thereunder and other federal, state and local laws, rules and regulations applicable to such SEC Documents, and none of the SEC Documents contained, nor will any similar document filed with the SEC prior to the Closing Date contain, Execution Date) (i) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Documents, as of the dates thereof, complied, misleading and all similar documents filed with the SEC prior to the Closing Date will comply, as to form (ii) complied in all material respects with the applicable accounting requirements of the Exchange Act and the published rules and regulations of Securities Act, as the SEC and other applicable rules and regulations with respect theretocase may be. Such financial statements The Transferee Financial Statements were prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) or, in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements as permitted by Form 10-Q of the SEC) and fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position and status of the Company and its consolidated subsidiaries business of Transferee as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended (subjectended. KPMG LLP is an independent registered public accounting firm with respect to Transferee and has not resigned or been dismissed as independent registered public accountants of Transferee as a result of or in connection with any disagreement with Transferee on any matter of accounting principles or practices, in the case of unaudited statements, to normal year-end audit adjustments)financial statement disclosure or auditing scope or procedures.

SEC Documents. The Company has not provided furnished the SEC Documents to Investor with the Investor any information which according to applicable law, rule or regulation, should have been disclosed publicly prior to Investment Summary. The Company has filed all of its SEC Filings for the two year period preceding the date hereof by the Company but which has not been so disclosedhereof. As of their respective filing dates, or such later date on which such reports were amended, the SEC Documents complied, and all similar documents filed with the SEC prior to the Closing Date will comply, Filings complied in all material respects with the requirements of the Securities Act or the Exchange Act. The SEC Filings as of their respective dates, as the case may beor such later date on which such reports were amended, and rules and regulations of the SEC promulgated thereunder and other federal, state and local laws, rules and regulations applicable to such SEC Documents, and none of the SEC Documents contained, nor will any similar document filed with the SEC prior to the Closing Date contain, when issued did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Documents, as of the dates thereof, complied, and all similar documents filed with the SEC prior to the Closing Date will comply, Filings comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC and other applicable rules and regulations with respect thereto. Such financial statements were prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) Except as may be otherwise indicated in such the notes to the financial statements or included in the notes thereto or (ii) SEC Filings or, in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements as permitted by Form 10-Q of the SEC) , such financial statements have been prepared in accordance with generally accepted accounting principles consistently applied and fairly present in all material respects the consolidated financial position of the Company and its consolidated any subsidiaries as of at the dates thereof and the consolidated results of their operations and consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit normal, recurring adjustments). The shares of Common Stock are currently listed on the Nasdaq Global Market. The Company has not received notice (written or oral) from Nasdaq to the effect that the Company is not in compliance with the continued listing and maintenance requirements of such Trading Market.

SEC Documents. The Company has not provided filed with the Securities and Exchange Commission all reports, schedules, forms, statements and other documents required by the Securities Act or the Exchange Act to the Investor any information which according to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof be filed by the Company but which has not been so disclosedsince December 31, 1993 (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "COMPANY SEC DOCUMENTS"). Section 4.27 of the Company's Disclosure Schedule sets forth a list of the Company SEC Documents. As of their respective dates, except to the extent revised or superseded by a subsequent filing with the Securities and Exchange Commission on or before the date of this Agreement, the Company SEC Documents complied, and all similar documents filed with by the SEC prior to the Closing Date will comply, Company complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and rules and regulations of the SEC promulgated thereunder and other federal, state and local laws, rules and regulations applicable to such SEC Documents, and none of the Company SEC Documents contained, nor will (including any similar document and all financial statements included therein) filed with by the SEC prior to the Closing Date contain, Company 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. The consolidated financial statements of the Company and its consolidated Subsidiaries included in the Company SEC Documents, as of the dates thereofincluding any amendments thereto, complied, and all similar documents filed with the SEC prior to the Closing Date will comply, comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Securities and other applicable rules and regulations Exchange Commission with respect thereto. Such financial statements were prepared in accordance The Company has filed with generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) Securities and Exchange Commission as may exhibits to the Company SEC Documents all agreements, contracts and other documents or instruments required to be otherwise indicated in so filed, and such financial statements exhibits are true and complete copies of such agreements, contracts and other documents or the notes thereto or (ii) in instruments, as the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements as permitted by Form 10-Q be. None of the SEC) and fairly present in all material respects the financial position Subsidiaries of the Company is required to file any reports, schedules, statements or other documents with the Securities and its consolidated subsidiaries as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments)Exchange Commission.

SEC Documents. The Company has not provided to the Investor Purchaser any information which according to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof by the Company but which has not been so disclosed. As of their respective dates, the SEC Documents complied, and all similar documents filed with the SEC prior to the Closing Date will comply, in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and rules and regulations of the SEC promulgated thereunder and other federal, state and local laws, rules and regulations applicable to such SEC Documents, and none of the SEC Documents contained, nor will any similar document filed with the SEC prior to the Closing Date contain, any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Documents, as of the dates thereof, complied, and all similar documents filed with the SEC prior to the Closing Date will comply, as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC and other applicable rules and regulations with respect thereto. Such financial statements were prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements as permitted by Form 10-Q of the SEC) and fairly present in all material respects the financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).

SEC Documents. The Company Partnership has not provided made available to Seller a true and complete copy of each of the Investor any information which according Partnership SEC Documents and exhibits to applicable laweach of the Partnership SEC Documents. The Partnership SEC Documents include all the documents (other than preliminary material) that the Partnership was required to file under the Exchange Act with the SEC since December 31, rule or regulation, should have been disclosed publicly prior to the date hereof by the Company but which has not been so disclosed2005. As of their respective dates, the Partnership SEC Documents complied, and all similar documents filed with the SEC prior complied as to the Closing Date will comply, 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 and other federal, state and local laws, rules and regulations applicable to such Partnership SEC Documents, and none of the Partnership SEC Documents contained, nor will any similar document filed with the SEC prior to the Closing Date contain, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company Partnership included in the Partnership SEC Documents, as Documents were prepared from the books and records of the dates thereofPartnership and its subsidiaries, complied, and all similar documents filed with the SEC prior to the Closing Date will comply, complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC and other applicable rules and regulations with respect thereto. Such financial statements , were prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) or, in the case of the unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements as permitted by Form 10Rule 10.01 of Regulation S-Q of the SECX) and fairly present in all material respects accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal, recurring adjustments, none of which is material) the consolidated financial position of the Company Partnership and its consolidated subsidiaries as of the their respective dates thereof and the consolidated results of operations and the consolidated cash flows of the Partnership and its consolidated Subsidiaries for the periods then ended (subject, in presented therein. Notwithstanding the case of unaudited foregoing statements, the Partnership, the General Partner and the Buyer shall have no liability with respect to normal yearany current report on Form 8-end audit adjustments)K of the Partnership that was “furnished” rather than “filed” with the SEC.

SEC Documents. The Company has not provided made available to the Investor any information which according to applicable lawa true and complete copy of each report, rule or regulationschedule, should have been disclosed publicly registration statement and definitive proxy statement filed by the Company with the SEC since January 1, 1996 and prior to the date hereof by of this Agreement (the "Company SEC Documents"), which are all the documents (other than preliminary material) that the Company but which has not been so disclosedwas required to file with the SEC since such date. As of their respective dates, (a) the Company SEC Documents complied, and all similar documents filed with the SEC prior to the Closing Date will comply, 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 and other federal, state and local laws, rules and regulations applicable to such Company SEC Documents, and (b) none of the Company SEC Documents contained, nor will any similar document filed with the SEC prior to the Closing Date contain, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included in the Company SEC Documents, as of the dates thereof, complied, and all similar documents filed with the SEC prior to the Closing Date will comply, Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC and other applicable rules and regulations with respect thereto. Such financial statements , were prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or thereto) and present fairly in accordance with applicable requirements of GAAP (ii) subject, in the case of the unaudited interim statements, to normal, recurring adjustments, none of which are material) the extent they may not include footnotes or may be condensed or summary statements as permitted by Form 10-Q of the SEC) and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries Subsidiaries as of the their respective dates thereof and the consolidated results of operations and the consolidated cash flows of the Company and its consolidated Subsidiaries for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments)presented therein.

SEC Documents. The Company Common Stock of Basic is registered pursuant to Section 12(g) of the Exchange Act. Rover has had the opportunity to obtain on Rover's behalf true and complete copies of the SEC Documents (except for exhibits and incorporated documents). Basic has not provided to the Investor Rover any information which which, according to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof by the Company Basic but which has not been so disclosed, other than with respect to the transactions contemplated by this Agreement. As of their respective dates, the SEC Documents compliedall of Basic's reports, statements and all similar documents filed other filings with the Commission (the "SEC prior to the Closing Date will comply, Documents") complied in all material respects with the requirements of the Securities Act or the Exchange Act, Act as the case may be, be and the rules and regulations of the SEC Commission promulgated thereunder and other federal, state and local laws, rules and regulations applicable to such SEC Documents, and none of the SEC Documents contained, nor will any similar document filed with the SEC prior to the Closing Date contain, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company Basic included in the SEC Documents, as of the dates thereof, complied, and all similar documents filed with the SEC prior to the Closing Date will comply, Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC and Commission or other applicable rules and regulations with respect thereto. Such financial statements were have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements as permitted by Form 10-Q of the SECstatements) and fairly present in all material respects the financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).

SEC Documents. AIMS WORLDWIDE, INC. acknowledges that AIMS WORLDWIDE, INC. is a publicly held company and has made available to the Investor after demand true and complete copies of any requested SEC Documents. The Company has registered its Common Stock pursuant to Section 12(g) of the 1934 Act, and the Common Stock is quoted and traded on the OTC Bulletin Board of the National Association of Securities Dealers, Inc. The Company has received no notice, either oral or written, with respect to the continued quotation or trading of the Common Stock on the OTC Bulletin Board. The Company has not provided to the Investor any information which that, according to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof by the Company Company, but which has not been so disclosed. As of their respective dates, the SEC Documents complied, and all similar documents filed with the SEC prior to the Closing Date will comply, complied in all material respects with the requirements of the Securities Act or the Exchange 1934 Act, as the case may be, and rules and regulations of the SEC promulgated thereunder and other federal, state and local laws, rules and regulations applicable to such SEC Documents, and none of the SEC Documents contained, nor will any similar document filed with the SEC prior to the Closing Date contain, did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements Furthermore, AIMS WORLDWIDE, INC acknowledges that it i) shall, per the terms of the Company included in Registration Rights Agreement, file a Registration Statement covering the SEC Documents, as resale of the dates thereof, complied, Registrable Securities and all similar documents filed ii) must file the applicable SEC filings associated with the SEC prior to the Closing Date will comply, as to form in all material respects with applicable accounting requirements and the published rules and regulations purchase of the SEC and other applicable rules and regulations with respect thereto. Such financial statements were prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements as permitted by Form 10-Q of the SEC) and fairly present in all material respects the financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments)each Target Acquisition.

SEC Documents. The Company has not provided to the Investor Purchasers any information which according to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof by the Company but which has not been so disclosed. As of their respective dates, the SEC Documents complied, and all similar documents filed with the SEC prior to the Closing Date will comply, in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and rules and regulations of the SEC promulgated thereunder and other federal, state and local laws, rules and regulations applicable to such SEC Documents, and none of the SEC Documents contained, nor will any similar document filed with the SEC prior to the Closing Date contain, any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Documents, as of the dates thereof, complied, and all similar documents filed with the SEC prior to the Closing Date will comply, as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC and other applicable rules and regulations with respect thereto. Such financial statements were prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements as permitted by Form 10-Q of the SEC) and fairly present in all material respects the financial position of the Company and its consolidated subsidiaries as of the dates 11 thereof and the consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).

SEC Documents. The Company has not provided to the The Investor any information which according to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof by the Company but which has not been so disclosed. As of their respective dates, the SEC Documents complied, and all similar documents filed with the SEC prior to the Closing Date will comply, in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and rules and regulations of the SEC promulgated thereunder and other federal, state and local laws, rules and regulations applicable to such SEC Documents, and none of the SEC Documents contained, nor will any similar document filed with the SEC prior to the Closing Date contain, any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Documents, as of the dates thereof, complied, and all similar documents filed with the SEC prior to the Closing Date will comply, as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC and other applicable rules and regulations with respect thereto. Such financial statements were prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements as permitted by Form 10-Q of the SEC) and fairly present in all material respects the financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).

SEC Documents. The Company has not provided prepared and made available to the Investor any information which according to applicable law, rule or regulation, should have been disclosed publicly prior to Purchasers copies of the date hereof by following reports of the Company but which has not been so disclosed(collectively, the “SEC Documents”): (i) the annual report on Form 10-K for the year ended December 31, 2006 (the “Annual Report”) and (ii) quarterly reports on Form 10-Q for the periods ended September 30, 2007, June 30, 2007 and March 31, 2007. As of their respective filing dates, the SEC Documents complied, and all similar documents filed with the SEC prior to the Closing Date will comply, complied in all material respects with the requirements of the Securities Act or the Exchange Act, as and the case may be, and rules and regulations of the SEC promulgated thereunder and other federal, state and local laws, rules and regulations applicable to such SEC Documentsthereunder, and none of the SEC Documents contained, nor will any similar document filed with the SEC prior to the Closing Date contain, contain 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 made therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Documents, as of the dates thereof, complied, and all similar documents filed with the SEC prior to the Closing Date will comply, as to form Documents comply in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto in effect at the time of filing. All contracts, agreements, instruments and other applicable documents to which the Company is a party or to which the property or assets of the Company are subject are included as part of, or specifically identified in, the SEC Documents to the extent required by the rules and regulations with respect thereto. Such financial statements were prepared of the SEC as in effect at the time of filing, and each such contract, agreement, instrument and other document is legal, valid, binding and enforceable against the Company in accordance with their respective terms, except as such may be limited by bankruptcy, insolvency, reorganization or other laws affecting creditors’ rights generally accepted accounting principles applied on a and by general equitable principles. For the three (3) full fiscal years prior to this year, the Company has prepared and filed with the SEC all filings and reports required by the Securities Act and the Exchange Act to make the Company’s filings and reports current in all respects. Except as set forth in the SEC Documents, and except for liabilities and obligations incurred since the date of the Most Recent Balance Sheet in the ordinary course of business, consistent basis during the periods involved (except with past practice: (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements as permitted by Form 10-Q of the SEC) and fairly present in all material respects the financial position of the Company and its consolidated subsidiaries as Subsidiaries do not have any material liabilities or obligations (whether absolute, accrued, contingent or otherwise) and (ii) there has not been any aspect of the dates thereof and prior or current conduct of the consolidated results business of operations and cash flows the Company or its Subsidiaries which may form the basis for the periods then ended (subject, any material claim by any third party which if asserted could result in the case of unaudited statements, to normal year-end audit adjustments)a Material Adverse Effect.

SEC Documents. The Company has not provided to the Investor Purchaser any information which according to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof by the Company but which has not been so disclosed. As of their respective dates, the SEC Documents complied, and all similar documents filed with the SEC prior to the Closing Date will comply, in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and rules and regulations of the SEC promulgated thereunder and other federal, state and local laws, rules and regulations applicable to such SEC Documents, and none of the SEC Documents contained, nor will any similar document filed with the SEC prior to the Closing Date contain, any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Documents, as of the dates thereof, complied, and all similar documents filed with the SEC prior to the Closing Date will comply, as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC and other applicable rules and regulations with respect thereto. Such financial statements were prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements as permitted by Form 10-Q of the SEC) and fairly present in all material respects the financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).

SEC Documents. The Company has not provided made available to the Investor any information which according to applicable lawParent a true and complete copy of each report, rule or regulationschedule, should have been disclosed publicly prior to the date hereof registration statement, and definitive proxy statement filed by the Company but with the SEC since December 31, 1996 and prior to or on the date of this Agreement (the "Company SEC Documents"), which has not been so disclosedare all the documents (other than preliminary material) that the Company was required to file with the SEC between December 31, 1996 and the date of this Agreement. As of their respective dates, the Company SEC Documents complied, and all similar documents filed with the SEC prior to the Closing Date will comply, 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 and other federal, state and local laws, rules and regulations applicable to such Company SEC Documents, and none of the Company SEC Documents contained, nor will any similar document filed with the SEC prior to the Closing Date contain, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under in which they were made, not misleading. The financial statements of the Company included in the Company SEC Documents, as of Documents (the dates thereof, complied, and all similar documents filed with the SEC prior to the Closing Date will comply, "Company Financial Statements") complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC and other applicable rules and regulations with respect thereto. Such financial statements , were prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) or, in the case of the unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements as permitted by Form Rule 10-Q 01 of Regulation S-X of the SEC) and fairly present in all material respects accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal, recurring adjustments, none of which are material) the consolidated financial position of the Company and its consolidated subsidiaries as of the their respective dates thereof and the consolidated results of operations and the consolidated cash flows of the Company for the periods then ended presented therein. Section 3.6 of the Company Disclosure Schedule describes all agreements, arrangements, or understandings between the Company and any party who is (subjectany time after December 31, 1996) an Affiliate of the Company that are required to be disclosed in the case of unaudited statements, to normal year-end audit adjustments)Company SEC Documents.

SEC Documents. The Common Stock of the Company is registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act') and the Company is in full compliance with and has not provided filed all reports, schedules, forms, statements and other documents required to be filed by it with the Securities and Exchange Commission ("SEC") pursuant to the Investor any information which according reporting requirements of the Exchange Act, including material filed pursuant to applicable lawSection 13(a) or 15(d), rule or regulation(all of the foregoing including all filings, should have been disclosed publicly prior exhibits, financial statements, schedules and documents incorporated by reference therein being referred to herein as the date hereof by the Company but which has not been so disclosed"SEC Documents"). As of their respective dates, the SEC Documents complied, and all similar documents filed with the SEC prior to the Closing Date will comply, complied in all material respects with the requirements of the Securities Exchange Act or and the Exchange Act, as the case may be, and rules and regulations of the SEC promulgated thereunder and other federal, state and local laws, rules and regulations applicable to such SEC Documents, Documents and none of the SEC Documents contained, nor will any similar document filed with the SEC prior to the Closing Date contain, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of SEC Documents contain all material information concerning the Company, and no event or circumstance has occurred which would require the Company included to disclose such event or circumstance in order to make the statements in the SEC Documents, as of Documents not misleading on the dates thereof, complied, and all similar documents filed with the SEC prior to date hereof or on the Closing Date will comply, as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC and other applicable rules and regulations with respect thereto. Such financial statements were prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may but which has not include footnotes or may be condensed or summary statements as permitted by Form 10-Q of the SEC) and fairly present in all material respects the financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments)been so disclosed.

SEC Documents. The Company has not provided to the Investor Purchaser any information which according to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof by the Company but which has not been so disclosed. As of their respective dates, the SEC Documents complied, and all similar documents filed with the SEC prior to the Initial Closing Date will comply, in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and rules and regulations of the SEC promulgated thereunder and other federal, state and local laws, rules and regulations applicable to such SEC Documents, and none of the SEC Documents contained, nor will any similar document filed with the SEC prior to the Initial Closing Date contain, any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Documents, as of the dates thereof, complied, and all similar documents filed with the SEC prior to the Initial Closing Date will comply, as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC and other applicable rules and regulations with respect thereto. Such financial statements were prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements as permitted by Form 10-Q of the SEC) and fairly present in all material respects the financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).