Common use of SEC Documents Clause in Contracts

SEC Documents. Since January 1, 2000, CTPI and its subsidiaries have filed all required SEC Documents. As of their respective dates, the SEC Documents filed by CTPI since January 1, 2000 complied 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 SEC Documents, and none of SEC Documents filed by CTPI since January 1, 2000 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 financial statements of CTPI included in SEC Documents filed by CTPI since January 1, 2000 comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-X) and fairly present, in all material respects, the consolidated or combined financial position of CTPI and its subsidiaries as of the dates thereof and the consolidated or combined results of their operations and cash flows for the periods then ended (on the basis stated therein and subject, in the case of unaudited statements, to normal year-end audit adjustments). CTPI satisfies all eligibility requirements established under the Securities Act for the use of the Form S-3 Securities Act registration form.

SEC Documents. Since January 1Contessa has furnished Fullcomm with a true and complete copy of each report, 2000schedule, CTPI registration statement and its subsidiaries definitive proxy statement filed by Contessa with the Commission since November 30, 1998 (as such documents have filed all required since the time of their filing been amended, the "Contessa SEC Documents") and since that date Contessa has filed with the Commission all documents required to be filed pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). As of their respective dates, the Contessa SEC Documents filed by CTPI since January 1, 2000 complied in all material respects with the requirements of the Securities Act of 1933 or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated Commission thereunder applicable to such Contessa SEC Documents, and none of the Contessa SEC Documents filed by CTPI since January 1, 2000 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 financial statements of CTPI Contessa included in the Contessa SEC Documents filed by CTPI since January 1, 2000 comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, are accurate, complete and in accordance with the books and records of Contessa, have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule Form 10-01 of Regulation S-XQ) and fairly presentpresent (subject, in all material respectsthe case of the unaudited statements, to normal, recurring audit adjustments) the consolidated or combined financial position of CTPI and its subsidiaries Contessa as of at the dates thereof and the consolidated or combined results of their its operations and cash flows for the periods then ended (on the basis stated therein and subject, in the case of unaudited statements, to normal year-end audit adjustments). CTPI satisfies all eligibility requirements established under the Securities Act for the use of the Form S-3 Securities Act registration formended.

SEC Documents. Since January 1, 2000, CTPI and its subsidiaries have August has filed all required reports, schedules, forms, statements and other documents with the SEC since June 13, 2000 (the "August SEC Documents"). As of their respective dates, the August SEC Documents filed by CTPI since January 1, 2000 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 August SEC Documents, and none of August SEC Documents filed by CTPI since January 1, 2000 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 August SEC Document has been revised or superseded by a later-filed August SEC Document, filed and publicly available prior to the date of this Agreement (the "August Filed SEC Documents"), as of the date of this Agreement none of August 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 CTPI August included in August SEC Documents filed by CTPI since January 1, 2000 comply complied as of their respective dates of filing with the SEC as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles GAAP (except, in the case of unaudited 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 or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-Xthereto) and fairly present, in all material respects, present the consolidated or combined financial position of CTPI and its subsidiaries August as of the dates thereof and the consolidated or combined results of their its operations and cash flows for the periods then ended (on the basis stated therein and subject, in the case of unaudited statements, to normal year-end audit adjustments). CTPI satisfies all eligibility requirements established under Except as set forth in August Filed SEC Documents, and except for liabilities and obligations incurred in the Securities Act for ordinary course of business consistent with past practice, August has no 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 August or in the use of notes thereto which, individually or in the Form S-3 Securities Act registration formaggregate, could reasonably be expected to have a Material Adverse Effect on August.

SEC Documents. Since A true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Schlumberger with the SEC since January 1, 2000, CTPI 1995 and its subsidiaries have filed all required prior to the date of this Transaction Agreement (the "Schlumberger SEC Documents") has been made available to Camco. The Schlumberger SEC Documents are all the documents (other than preliminary material) that Schlumberger was required to file with the SEC since such date. As of their respective dates, the Schlumberger SEC Documents filed by CTPI since January 1, 2000 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 Schlumberger SEC Documents, and none of the Schlumberger SEC Documents contained when filed by CTPI since January 1, 2000 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 financial statements of CTPI Schlumberger included in the Schlumberger SEC Documents filed by CTPI since January 1, 2000 comply complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-XX of the SEC) and fairly present, present in all material respects, the consolidated or combined financial position accordance with applicable requirements of CTPI and its subsidiaries as of the dates thereof and the consolidated or combined results of their operations and cash flows for the periods then ended GAAP (on the basis stated therein and subject, in the case of the unaudited statements, to normal year-end audit adjustments). CTPI satisfies all eligibility requirements established under adjustments and other adjustments discussed therein) the Securities Act consolidated financial position of Schlumberger and its consolidated Subsidiaries as of their respective dates and the consolidated results of operations and the consolidated cash flows of Schlumberger and its consolidated Subsidiaries for the use of the Form S-3 Securities Act registration formperiods presented therein.

SEC Documents. Since January 1, 2000, CTPI and its subsidiaries have The Company has filed all reports required to be filed by it under the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company was required by law to file such material) (the foregoing materials, which are specified in Schedule 3.1(l) annexed hereto, being collectively referred to herein as the "SEC Documents") on a timely basis, or has received a valid extension of such time of filing. As of their respective dates, the SEC Documents filed by CTPI since January 1, 2000 complied in all material respects with the requirements of the Securities Act or and the Exchange Act, as the case may be, Act and the rules and regulations of the SEC Commission promulgated thereunder applicable to such SEC Documentsthereunder, and none of the SEC Documents filed by CTPI since January 1Documents, 2000 as of such dates 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. The financial statements of CTPI the Company included in the SEC Documents filed by CTPI since January 1, 2000 comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Commission with respect thereto, . Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (involved, except as may be otherwise indicated in such financial statements or the notes thereto orthereto, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-X) and fairly present, present in all material respects, respects the consolidated or combined financial position of CTPI and its subsidiaries the Company as of and for the dates thereof and the consolidated or combined results of their operations and cash flows for the periods then ended (on the basis stated therein and ended, subject, in the case of unaudited statements, to normal year-end audit adjustments). CTPI satisfies all eligibility requirements established under Since the Securities Act for the use date of the financial statements included in the Company's last filed Quarterly Report on Form S-3 Securities Act registration form10-Q, there has been no event, occurrence or development that has had a Material Adverse Effect which is not specifically disclosed in any of the Disclosure Materials.

SEC Documents. Since January 1CNB has made available to Adirondack a true and complete copy of each report, 2000schedule, CTPI registration statement and its subsidiaries definitive proxy statement filed by CNB with the Securities and Exchange Commission (the "SEC") within the two year period prior the date hereof (as such documents have filed all required since the time of their filing been amended, the "CNB SEC Documents"), which are all the documents that CNB was required to file with the SEC within such period. As of their respective datesdates of filing with the SEC, the CNB SEC Documents filed by CTPI since January 1, 2000 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 CNB SEC Documents, and none of SEC Documents filed by CTPI since January 1, 2000 as of such dates 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. The financial statements of CTPI CNB included in the CNB SEC Documents filed by CTPI since January 1, 2000 comply complied as to form form, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-Xnotes) and fairly present, present in all material respects, respects the consolidated or combined financial position of CTPI and its subsidiaries CNB as of the dates thereof and the consolidated or combined results of their operations operations, changes in stockholders' equity and cash flows for the periods years then ended (on the basis stated therein ended. All material agreements, contracts and subject, in the case of unaudited statements, other documents required to normal year-end audit adjustments). CTPI satisfies all eligibility requirements established under the Securities Act for the use be filed as exhibits to any of the Form S-3 Securities Act registration formCNB SEC Documents have been so filed.

SEC Documents. Since January 1, 2000, CTPI and its subsidiaries have Financial Statements; No Adverse Change. The Company has filed all reports required to be filed by it under the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the three years preceding the date hereof (the foregoing materials being collectively referred to herein as the "SEC Documents") on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Documents prior to the expiration of any such extension. As of their respective dates, the SEC Documents filed by CTPI since January 1, 2000 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 Commission promulgated thereunder applicable to such SEC Documentsthereunder, and none of the SEC Documents filed by CTPI since January 1Documents, 2000 as of such dates 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 therein not misleading. All material agreements to which the Company is a party or to which the property or assets of the circumstances under which they were madeCompany are subject have been filed as exhibits to the SEC Documents as required; neither the Company nor any of the Subsidiaries is in breach of any agreement where such breach would reasonably be expected to, not misleadingindividually or in the aggregate, have a Material Adverse Effect. The financial statements of CTPI the Company included in the SEC Documents filed by CTPI since January 1, 2000 comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Commission with respect thereto, thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (involved, except as may be indicated otherwise specified in such financial statements or the notes thereto orthereto, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-X) and fairly present, present in all material respects, respects the consolidated or combined financial position of CTPI and its subsidiaries the Company as of and for the dates thereof and the consolidated or combined results of their operations and cash flows for the periods then ended (on the basis stated therein and ended, subject, in the case of unaudited statements, to normal year-end audit adjustments). CTPI satisfies all eligibility requirements established under Since the Securities Act date of the financial statements included in the Company's last filed Quarterly Report on Form 10-Q for the use of period ended September 30, 1998, there has been no event, occurrence or development that has had, or would reasonably be expected to have, a Material Adverse Effect which has not been specifically disclosed to the Form S-3 Securities Act registration formPurchasers by the Company. The Company last filed audited financial statements with the Commission on October 13, 1998, and has not received any comments from the Commission in respect thereof.

SEC Documents. Since Parent and Buyer have furnished the Company, WJR and DCR with a correct and complete copy of each report, schedule, and final registration statement filed by Parent or Buyer with the SEC on or after January 1, 2000, CTPI and its subsidiaries have filed all required 1994 (the "SEC Documents"), which are all the documents (other than preliminary materials) that Parent and Buyer were required to file with the SEC on or after January 1, 1994. As of their respective dates or, in the case of registration statements, their effective dates, none of the SEC Documents filed by CTPI since January 1, 2000 complied with the requirements of the Securities Act or the Exchange Act, as the case may be, (including all exhibits and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of SEC Documents filed by CTPI since January 1, 2000 as of such dates schedules thereto) 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, and the SEC Documents complied when filed in all material respects with the then applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated by the SEC thereunder. The financial statements of CTPI Parent and Buyer included in the SEC Documents filed by CTPI since January 1, 2000 comply complied as to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be have been indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule Form 10-01 of Regulation S-XQ promulgated by the SEC) and fairly presentpresent (subject, in all material respectsthe case of the unaudited statements, to normal year-end audit adjustments) the consolidated or combined financial position of CTPI Parent or Buyer, as the case may be, and its their consolidated subsidiaries as of at the dates thereof and the consolidated or combined results of their operations and cash flows for the periods then ended. Parent and Buyer have filed all documents and agreements which were required to be filed as exhibits to the SEC Documents. SCHEDULE III sets forth a correct and complete list of all documents or agreements, if any, which would be included as exhibits to an Annual Report on Form 10-K and which have not heretofore been filed as an exhibit to any of the SEC Documents, if Parent or Buyer were required to file such Form 10-K for the period ended (on the basis stated therein date immediately preceding the date of this Agreement and subject, in long-term debt agreements which are not required to be filed pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K promulgated by the case of unaudited statements, to normal year-end audit adjustments). CTPI satisfies all eligibility requirements established under the Securities Act for the use of the Form S-3 Securities Act registration formSEC.

SEC Documents. Since January 1Adirondack has made available to CNB a true and complete copy of each report, 2000schedule, CTPI registration statement and its subsidiaries definitive proxy statement filed by Adirondack with the Securities and Exchange Commission (the "SEC") (as such documents have filed all required since the time of their filing been amended, the "Adirondack SEC Documents"), which are all the documents that Adirondack was required to file with the SEC. As of their respective datesdates of filing with the SEC, the Adirondack SEC Documents filed by CTPI since January 1, 2000 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 Adirondack SEC Documents, and none of SEC Documents filed by CTPI since January 1, 2000 as of such dates 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 misleadingmisleading (provided that certain statements regarding the number of authorized shares of Adirondack capital stock were incorrect). The financial statements of CTPI Adirondack included in the Adirondack SEC Documents filed by CTPI since January 1, 2000 comply complied as to form form, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-Xnotes) and fairly present, present in all material respects, respects the consolidated or combined financial position of CTPI and its subsidiaries Adirondack as of the dates thereof and the consolidated or combined results of their operations operations, changes in stockholders' equity and cash flows for the periods years then ended (on the basis stated therein ended. All material agreements, contracts and subject, in the case of unaudited statements, other documents required to normal year-end audit adjustments). CTPI satisfies all eligibility requirements established under the Securities Act for the use be filed as exhibits to any of the Form S-3 Securities Act registration formAdirondack SEC Documents have been so filed.

SEC Documents. Since January 1(a) VMware has timely filed or furnished all reports, 2000schedules, CTPI forms, statements and its subsidiaries have filed all required SEC Documents. As of their respective dates, other documents (including exhibits and other information incorporated therein) with the SEC Documents required to be filed or furnished by CTPI VMware under the Exchange Act since January 1, 2000 2018 (such documents, together with any documents filed or furnished since January 1, 2018 by VMware to the SEC on a voluntary basis on Current Reports on Form 8-K, the “VMware SEC Documents”). Each of the VMware SEC Documents, as of the time of its filing or, if applicable, as of the time of its most recent amendment, complied with in all material respects with, to the extent in effect at such time, the requirements of the Securities Act or and the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder Act applicable to such VMware SEC DocumentsDocument, and none of the VMware SEC Documents when filed by CTPI since January 1or, 2000 if amended, as of the date of such dates most recent amendment, 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 Each of the consolidated financial statements (including the related notes) of CTPI VMware included in the VMware SEC Documents filed (or incorporated therein by CTPI since January 1, 2000 comply as to form reference) were prepared in all material respects in accordance with applicable accounting requirements and GAAP (except, in the published case of unaudited financial statements, as permitted by the rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-Xthereto) and fairly present, presented in all material respects, respects the consolidated or combined financial position of CTPI VMware and its subsidiaries consolidated Subsidiaries as of the dates thereof and the consolidated or combined results of their operations and cash flows for the periods then ended (on the basis stated therein and subject, in the case of unaudited financial statements, to normal year-end audit adjustmentsadjustments and to any other adjustments described therein, including the notes thereto). CTPI satisfies all eligibility requirements established under Except as disclosed, reflected or reserved against in the Securities Act for consolidated balance sheet of VMware and its Subsidiaries as of January 29, 2021, neither VMware nor any of its Subsidiaries has any liabilities or obligations of any nature (whether absolute, accrued, known or unknown, contingent or otherwise) that would be required by GAAP to be reflected on a consolidated balance sheet (or the use notes thereto) of VMware and its Subsidiaries as of January 29, 2021, nor, to the knowledge of VMware, does any basis exist therefor, other than (A) liabilities or obligations incurred since January 29, 2021 in the ordinary course of business consistent with past practice, (B) liabilities or obligations incurred pursuant to Contracts entered into after the date hereof not in violation of this Agreement, (C) liabilities or obligations incurred in connection with this Agreement or any of the Form S-3 Securities Act registration formtransactions contemplated hereby or (D) liabilities or obligations that, individually or in the aggregate, have not had and would not reasonably be expected to have a VMware Material Adverse Effect.

SEC Documents. Since January 1DE hereby makes reference to the following documents filed with the Commission, 2000as posted on the SEC’s website, CTPI and its subsidiaries have filed all required xxx.xxx.xxx: (collectively, the “SEC Documents”): (a) Form 10-12G/A filed with the Commission on June 23, 2010, (b) Annual Report on Form 10-K for the year ended February 28, 2011 and Quarterly Report on Form 10-Q for the quarterly period ended May 31, 2011 and any amendments thereto, (c) Schedule 14f-1 filed with the Commission on Xxxxx 00, 0000, (x) Current Report on Form 8-K filed with the Commission on May 3, 2011 and March 7, 2011; and any amendments thereto and (e) Schedule 14C Definitive Information Statement filed with the Commission on June 17, 2011. The SEC Documents constitute all of the reports and documents that DE was required to file with the SEC pursuant to the Securities Exchange Act of 1934, as amended (“Exchange Act”) and the rules and regulations promulgated thereunder by the Commission since April 6, 2010. As of their respective dates, the SEC Documents filed by CTPI since January 1, 2000 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 promulgated thereunder and none of the SEC promulgated thereunder applicable to such SEC Documents, and none of SEC Documents filed by CTPI since January 1, 2000 as of such dates contained any an 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 CTPI DE included in the SEC Documents filed by CTPI since January 1, 2000 comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Commission with respect thereto, have been prepared in accordance with generally accepted accounting principles US GAAP (except, in the case of unaudited statements, as permitted by the applicable form under the Exchange Act) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-Xthereto) and fairly present, in all material respects, present the consolidated or combined financial position of CTPI and its subsidiaries DE as of the dates thereof and the consolidated or combined results its statements of their operations operations, stockholders’ equity (deficit) and cash flows for the periods then ended (on the basis stated therein and subject, in the case of unaudited statements, to normal and recurring year-end audit adjustmentsadjustments which were not and are not expected to have a material adverse effect on DE, its business, financial condition or results of operations). CTPI satisfies all eligibility requirements established under Except as and to the Securities Act extent set forth on the balance sheet of DE as of February 28, 2011 included in the SEC Documents, including the notes thereto, DE has no liability or obligation of any nature (whether accrued, absolute, contingent or otherwise and whether required to be reflected on a balance sheet or not). DE does not have pending before the Commission any request for the use confidential treatment of the Form S-3 Securities Act registration forminformation.

SEC Documents. Since January 1, 2000, CTPI and its subsidiaries have Buyer has filed all required reports, schedules, forms, statements and other documents with the Securities and Exchange Commission (the "SEC") since April 1, 1996 (together with later filed documents that revise or supersede earlier filed documents, the "Buyer SEC Documents"). As of their respective dates, the Buyer SEC Documents filed by CTPI since January 1, 2000 complied as to form in all material respects with the requirements of 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 Buyer SEC Documents, and none . None of the Buyer SEC Documents filed by CTPI since January 1, 2000 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 financial statements of CTPI Buyer included in the Buyer SEC Documents filed by CTPI since January 1, 2000 comply complied as of their respective dates of filing with the SEC as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited 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 orthereto), in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-X) and fairly present, in all material respects, present the consolidated or combined financial position of CTPI and its subsidiaries Buyer as of the dates thereof and the consolidated or combined results of their its operations and cash flows for the periods then ended (on the basis stated therein and subject, in the case of unaudited statements, to normal year-end audit adjustments). CTPI satisfies all eligibility requirements established under Except as set forth in the Securities Act Buyer SEC Documents, and except for liabilities and obligations incurred in the use ordinary course of business consistent with past practice, Buyer has no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by generally accepted accounting principles to be set forth in a balance sheet of Buyer or in the Form S-3 Securities Act registration formnotes thereto which, individually or in the aggregate, would have a material adverse effect on the business or results of operations of Buyer.

SEC Documents. Since NetStaff has delivered or made available to MAT true and correct copies of each registration statement, report, definitive proxy statement or definitive information statement and all exhibits thereto filed (including exhibits and any amendments thereto) since January 1, 20001999 with the SEC under or pursuant to the Securities Act or the Securities Exchange Act of 1934, CTPI and its subsidiaries have filed all required SEC Documentsas amended (the "EXCHANGE ACT"), (collectively, the "NETSTAFF REPORTS"). As of their respective dates, or as subsequently amended prior to the SEC Documents filed by CTPI since January 1Closing Date, 2000 the NetStaff Reports 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 SEC DocumentsNetStaff Reports, and none of SEC Documents filed by CTPI since January 1, 2000 as of such dates the NetStaff Reports 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 CTPI NetStaff included in SEC Documents filed by CTPI since January 1, 2000 the NetStaff Reports comply as to form in all material respects with applicable accounting requirements and in the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-Xthereto) and fairly present, in all material respects, present the consolidated or combined financial position of CTPI NetStaff and its consolidated subsidiaries as of the dates thereof and the consolidated or combined results of their operations and cash flows for the periods then ended (on the basis stated therein and subject, in the case of unaudited statements, to normal year-end audit adjustments, the absence of notes and as permitted by Form 10-Q of the Exchange Act). CTPI satisfies As of their respective dates, the NetStaff Reports complied as to form in all eligibility material respects with the applicable requirements established under of the Securities Act for and/or the use of the Form S-3 Securities Act registration formExchange Act.

SEC Documents. Since January 1The Parent has filed with the SEC all reports, 2000------------- schedules, CTPI forms, statements and its subsidiaries have filed other documents required pursuant to the Securities Act and the Exchange Act since November 17, 1997 (collectively, and in each case including all required exhibits and schedules thereto and documents incorporated by reference therein, the "Parent SEC Documents"). As of their --------------------- respective dates, the SEC Documents filed by CTPI since January 1, 2000 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 filed by CTPI since January 1, 2000 (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. The consolidated financial statements of CTPI the Parent included in all Parent SEC Documents filed by CTPI since January 1November 17, 2000 1997 (the "Parent SEC Financial -------------------- Statements") comply as to form in all material respects with applicable ---------- accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with 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 or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-Xthereto) and fairly present, present in all material respects, accordance with generally accepted accounting principles the consolidated or combined financial position of CTPI the Parent (and its subsidiaries Subsidiaries) as of the dates thereof and the consolidated or combined results of their its operations and cash flows for the periods then ended (on the basis stated therein and subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments). CTPI satisfies all eligibility requirements established under the Securities Act for the use The audited consolidated balance sheet of the Form S-3 Securities Act registration formParent as of December 31, 1998 is referred to herein as the "Parent Balance Sheet."

SEC Documents. Since January 1, 2000, CTPI and its subsidiaries have (i) The Company has timely filed all reports, schedules, forms, statements and other documents with the SEC required to be filed by the Company since August 31, 2005 (the “SEC Documents”). As of their respective filing dates, the SEC Documents filed by CTPI since January 1, 2000 complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act, as the case may be, and the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, in each case as in effect at such time, and none of the SEC Documents filed by CTPI since January 1, 2000 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 financial statements (including the notes thereto) of CTPI the Company included in the SEC Documents when filed by CTPI since January 1, 2000 comply complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in all material respects in accordance with generally accepted accounting principles (“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 be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-Xthereto) and fairly present, present in all material respects, respects the consolidated or combined financial position of CTPI the Company and its subsidiaries consolidated Subsidiaries as of the dates thereof and the consolidated or combined results of their operations and cash flows for the periods then ended (on the basis stated therein and subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments). CTPI satisfies all eligibility requirements established Except as set forth in the financial statements (including the notes thereto) included in the Filed SEC Documents, neither the Company nor any of its Subsidiaries has any liabilities that would be required under GAAP, as in effect on the Securities Act for the use date of this Agreement, to be reflected on a consolidated balance sheet of the Form S-3 Securities Act registration formCompany (including the notes thereto), except liabilities and obligations that (A) were incurred since the date of the most recent audited balance sheet included in such financial statements in the ordinary course of business, (B) are incurred in connection with the transactions contemplated by this Agreement or (C) individually or in the aggregate, would not have a Material Adverse Effect. The Company has made available to Parent true and complete copies of all material correspondence between the SEC, on the one hand, and the Company and any of its Subsidiaries, on the other hand, occurring since August 31, 2006 and prior to the date hereof. As of the date hereof, there are no material outstanding or unresolved comments in a comment letter received from the SEC staff with respect to any SEC Document.

SEC Documents. Since January 1Seller has delivered (incorporated by reference to the Seller's filings as reported on the SEC's web site) to Purchaser each registration statement, 2000report, CTPI proxy statement or information statement prepared and filed with the Securities and Exchange Commission by it since June 30, 2003, including, without limitation, its subsidiaries have Annual Report on Form 10-KSB for the year ended June 30, 2003, each in the form (including exhibits and any amendments thereto) filed all required with the SEC Documents(collectively, the "Seller Reports"). As of their respective dates, the SEC Documents filed by CTPI since January 1, 2000 Seller Reports (i) complied as to form in all material respects with the applicable requirements of the Securities Act, the Securities Exchange Act or 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 SEC Documents, and none of SEC Documents filed by CTPI since January 1, 2000 as of such dates 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 made therein, in the light of the circumstances under which they were made, not misleading. The financial statements Each of CTPI the consolidated balance sheets included in SEC Documents filed or incorporated by CTPI since January 1reference into the Seller Reports (including the related notes and schedules) fairly presents, 2000 comply as to form in all material respects with applicable accounting requirements respects, the consolidated financial position of Seller and the published rules its Subsidiaries as of its date, and regulations each of the SEC consolidated statements of income, retained earnings and cash flows included in or incorporated by reference into the Seller Reports (together with respect the related notes and schedules) fairly presents, in all material respects, the results of operations, retained earnings or cash flows, as the case may be, of Seller and its Subsidiaries for the periods set forth therein (subject to the lack of footnote disclosure and normal year-end audit adjustments which would not be material in amount or effect), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein. Except as and to the extent set forth in the consolidated balance sheet of Seller and its Subsidiaries at June 30, 2003, including all notes thereto, have been or as set forth in the Seller Reports, neither Seller nor any of its Subsidiaries has any material liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected on, or reserved against in, a balance sheet of Seller or in the notes thereto, prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (consistently applied, except as may be indicated liabilities arising in the notes thereto or, in the case ordinary course of unaudited statements, as permitted by Rule 10-01 of Regulation S-X) and fairly present, in all material respects, the consolidated or combined financial position of CTPI and its subsidiaries as of the dates thereof and the consolidated or combined results of their operations and cash flows for the periods then ended (on the basis stated therein and subject, in the case of unaudited statements, to normal year-end audit adjustments). CTPI satisfies all eligibility requirements established under the Securities Act for the use of the Form S-3 Securities Act registration formbusiness since such date.

SEC Documents. Since The Company has filed with the SEC all ------------- reports, schedules, forms, statements and other documents required pursuant to the Securities Act and the Exchange Act since January 1, 20001998, CTPI including, without limitation, the Amendment No. 4 to the Company's Registration Statement on Form S-1 (Registration No. 333-75907) (such Amendment No. 4 being herein called the "Form S-1") and its subsidiaries have filed the Company's quarterly report on Form 10-Q for the -------- period ended June 30, 1999 (collectively, and in each case including all required exhibits and schedules thereto and documents incorporated by reference therein, the "SEC Documents"). As of their respective dates, the Form S-1 and the other ------------- SEC Documents filed by CTPI since January 1, 2000 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 SEC Documents, and none of the SEC Documents filed by CTPI since January 1, 2000 (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. The consolidated financial statements of CTPI the Company included in all SEC Documents filed by CTPI since January 1, 2000 1998 (the "SEC Financial Statements") and the Company's pro-forma ------------------------- consolidated financial statements set forth in the Form S-1 comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with 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 or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-Xthereto) and fairly present, present in all material respects, accordance with generally accepted accounting principles the consolidated or combined financial position of CTPI the Company (and its subsidiaries Subsidiaries) as of the dates thereof and the consolidated or combined results of their its operations and cash flows for the periods then ended (on the basis stated therein and subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments). CTPI satisfies all eligibility requirements established under the Securities Act for the use of the Form S-3 Securities Act registration form.

SEC Documents. Since January 1, 2000, CTPI Financial Statements; Undisclosed Liabilities. EQR and its subsidiaries ERP Operating Partnership have filed all required reports, schedules, forms, statements and other documents with the SEC since August 18, 1993 through the date hereof (the "EQR SEC Documents"). As Schedule 3.6 of their respective dates, the EQR Disclosure Letter contains a complete list of all EQR SEC Documents filed by CTPI EQR under the Exchange Act since January 1, 2000 1997 and on or prior to the date of this Agreement. All of the EQR SEC Documents (other than preliminary material), as of their respective filing dates, complied in all material respects with the all applicable requirements of the Securities Act or and the Exchange ActAct and, as the case may bein each case, and the rules and regulations of the SEC promulgated thereunder applicable to such EQR SEC Documents, and none . None of the EQR SEC Documents filed by CTPI since January 1, 2000 as at the time of such dates filing contained any untrue statement of a material fact or omitted to state a 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, except to the extent such statements have been modified or superseded by later EQR SEC Documents filed and publicly available prior to the date of this Agreement. The consolidated financial statements of CTPI EQR and the EQR Subsidiaries included in the EQR SEC Documents filed by CTPI since January 1, 2000 comply complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles GAAP (except, in the case of unaudited statements, as permitted by the applicable rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-Xthereto) and fairly presentpresented, in all material respectsaccordance with the applicable requirements of GAAP and the applicable rules and regulations of the SEC, the consolidated or combined financial position of CTPI EQR and its subsidiaries the EQR Subsidiaries, taken as a whole, as of the dates thereof and the consolidated or combined results of their operations and cash flows for the periods then ended (on the basis stated therein and subject, in the case of unaudited statements, to normal year-end audit adjustments). CTPI satisfies all eligibility requirements established under Except for liabilities and obligations set forth in the Securities Act for EQR SEC Documents or in Schedule 3.6 to the use EQR Disclosure Letter, neither EQR nor any EQR 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 EQR or in the Form S-3 Securities Act registration formnotes thereto and which, individually or in the aggregate, would have an EQR Material Adverse Effect.

SEC Documents. Since January 1, 2000, CTPI The common stock of Digital Angel is registered ------------- pursuant to Section 12(b) or 12(g) of the Exchange Act and its subsidiaries have filed all required SEC Documents. As of their respective dates, the SEC Documents filed by CTPI since January 1, 2000 complied 2002, and except for Digital Angel's Quarterly Report on Form 10-Q for the quarter ended March 31, 2002, Digital Angel has timely filed all proxy statements, reports, schedules, forms, statement and other documents required to be filed by it under the Exchange Act. Digital Angel has furnished Company with copies of (i) its Annual Report on Form 10-K for the fiscal year ended December 31, 2002 and (ii) its Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2003 and June 30, 2003 (the "SEC Reports"). Each SEC Report was, at the time of its filing, in substantial compliance 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 SEC Documentsits respective form, and none of the SEC Documents filed by CTPI since January 1Reports, 2000 nor the financial statements (and the notes thereto) included in the SEC Reports, as of such dates their respective filing 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 financial statements of CTPI Digital Angel included in the SEC Documents filed by CTPI since January 1, 2000 Reports comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto, . Such financial statements have been 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, or (ii) in the case of unaudited interim statements, as permitted by Rule 10-01 of Regulation S-Xto the extent they may not include footnotes or may be condensed) and fairly present, present in all material respects, respects the consolidated or combined financial position of CTPI Digital Angel and its subsidiaries on a consolidated basis as of the dates thereof and the consolidated or combined results of their operations and cash flows of Digital Angel and its subsidiaries on a consolidated basis for the periods period then ended (on the basis stated therein and subject, in the case of unaudited statements, to normal year-end audit adjustments). CTPI satisfies all eligibility requirements established under the Securities Act for the use of the Form S-3 Securities Act registration form.

SEC Documents. Since For the purposes of this Agreement, the "Parent Reports" means each registration statement, report, proxy statement or information statement of Parent prepared by it since January 1, 20001995, CTPI in the form (including exhibits and its subsidiaries have any amendments thereto) filed all required SEC Documentswith the SEC. As of their the respective dates, the SEC Documents filed by CTPI since January 1, 2000 Parent Reports (i) complied as to form in all material respects with the applicable requirements of the Securities Act or Act, the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of SEC Documents filed by CTPI since January 1, 2000 as of such dates 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 made therein, in the light of the circumstances under which they were made, not misleading. The financial statements Each of CTPI the consolidated balance sheets included in SEC Documents filed or incorporated by CTPI since January 1, 2000 comply as to form in all material respects with applicable accounting requirements reference into the Parent Reports (including the related notes and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-Xschedules) and fairly present, in all material respects, presents the consolidated or combined financial position of CTPI Parent and its subsidiaries Subsidiaries as of the dates thereof its date, and each of the consolidated or combined results statements of their operations income, retained earnings and cash flows included in or incorporated by reference into the Parent Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of Parent and its Subsidiaries for the periods then ended set forth therein (on the basis stated therein and subject, in the case of unaudited statements, to normal year-end audit adjustmentsadjustments which would not be material in amount or effect), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein. CTPI satisfies all eligibility requirements established under Neither Parent nor any of its Subsidiaries has any liabilities or obligations required to be disclosed in a balance sheet of Parent or in the Securities Act for notes thereto prepared in accordance with generally accepted accounting principles consistently applied except (a) liabilities or obligations reflected on, or reserved against in, a balance sheet of Parent or in the use notes thereto, and included in the Parent Reports and (b) liabilities or obligations incurred since March 31, 1997 in the ordinary course of the Form S-3 Securities Act registration formbusiness.

SEC Documents. Since January 1Rush has provided to Seller and Shareholder copies of its Annual Report on Form 10-K for the year ended December 31, 20001998, CTPI its Quarterly Reports on Form 10-Q for the quarters ended March 31, 1999 and June 30, 1999, its proxy statement with respect to the Annual Meeting of Stockholders held on May 18, 1999, and its subsidiaries have Amendment No. 2 to Form S-1 Registration Statement and Prospectus to Form S-1 filed all required on Form 424(b)(4) (such documents collectively referred to herein as the "SEC Documents"). As of their respective dates, the SEC Documents filed by CTPI since January 1, 2000 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 Commission promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents filed by CTPI since January 1, 2000 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 CTPI Rush included in the SEC Documents filed by CTPI since January 1, 2000 comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Commission with respect thereto, have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-Xthereto) and fairly present, in all material respects, present the consolidated or combined financial position of CTPI Rush and its subsidiaries consolidated Subsidiaries as of the dates thereof and the consolidated or combined results of their operations and cash flows for the periods then ended (on the basis stated therein and subject, except in the case of unaudited statements, to interim period financial information for normal year-end audit adjustments). CTPI satisfies all eligibility requirements established under All material agreements, contracts and other documents required to be filed as exhibits to the Securities Act SEC Documents have been so filed. The consolidated balance sheet included in Rush's Quarterly Report on Form 10-Q for the use quarter ended June 30, 1999 reflects, as of the Form S-3 Securities Act registration formdate thereof, all liabilities, debts and obligations of any nature, kind or manner of Rush and its subsidiaries, whether direct, accrued, absolute, contingent or otherwise, and whether due or to become due that are required to be reflected on such balance sheet under generally accepted accounting principles consistently applied.

SEC Documents. Since January As of its date of filing, RMSI's registration ------------- statement on Form S-4, as amended by Amendment No. 1, 2000, CTPI and its subsidiaries have in the form filed all required SEC Documents. As of their respective dates, with the SEC Documents filed by CTPI since January 1on April 20, 2000 complied with 1999 (the requirements "RMSI SEC Report"), except as disclosed in Section 3.13 of the Securities Act or the Exchange ActRMSI Disclosure Letter, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of SEC Documents filed by CTPI since January 1, 2000 as of such dates 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 made therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the parties -------- ------- hereto acknowledge that the RMSI SEC Report does not contain any information or disclosure relating to this Agreement and the transactions contemplated thereby, including the Merger. The financial statements There is no material fact existing today directly relating to the business, operations or condition of CTPI RMSI (other than facts which relate to general economic trends or conditions or general conditions affecting the industries in which RMSI or the RMSI Subsidiaries operate) that is reasonably likely to have a RMSI Material Adverse Effect, that has not been set forth in the RMSI SEC Report or the RMSI Disclosure Letter; provided that the loss of, or a reduction in revenues from, one or more customers or principals shall be deemed not to have a RMSI Material Adverse Effect; provided, further, that, notwithstanding the foregoing proviso, a loss of, or reduction in revenues from, any customers or principals, individually or in the aggregate, which results in a reduction in the annual revenues of RMSI and Xxxxxxx taken on a consolidated pro forma basis of more than $25 million (a "Material Customer Loss"), shall be deemed to have an RMSI Material Adverse Effect. For the purpose of determining a Material Customer Loss, annual revenues, shall mean commission revenues plus gross margin on sales with respect to businesses in which sales are accounted for in a manner other than commission revenues. A true and complete copy of the RMSI SEC Report has been delivered to Xxxxxxx. Each of the consolidated balance sheets of RMSI included in or incorporated by reference into the RMSI SEC Documents filed by CTPI since January 1, 2000 comply as to form in all material respects with applicable accounting requirements Report (including the related notes and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-Xschedules) and fairly present, in all material respects, presents the consolidated or combined financial position of CTPI RMSI and its subsidiaries RMSI Subsidiaries as of the dates thereof its date and each of the consolidated or combined results statements of their operations income, retained earnings and cash flows of RMSI included in or incorporated by reference into the RMSI SEC Report (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of RMSI and the RMSI Subsidiaries for the periods then ended set forth therein (on the basis stated therein and subject, in the case of unaudited statements, to normal year-end audit adjustmentsadjustments which would not be material in amount or effect). CTPI satisfies all eligibility requirements established under , in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except, in the case of the unaudited statements, as permitted by Form 10-Q pursuant to Section 13 or 15(d) of the Securities Exchange Act for of 1934, as amended (the use of the Form S-3 Securities Act registration form"Exchange Act").

SEC Documents. Since January 1The Company has filed each report, 2000schedule, CTPI registration statement and its subsidiaries have definitive proxy statement required to be filed all required by the Company, with the Commission (the "Company SEC Documents"). As of their respective datesits filing date (and, with respect to any registration statement, the date on which it was declared effective), each Company SEC Documents filed by CTPI since January 1Document was in compliance, 2000 complied in all material respects, with the requirements of the Securities Act or the Exchange Act, as the case may be, its form and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of SEC Documents filed by CTPI since January 1, 2000 as of such dates contained any no untrue statement of a material fact or omitted to state and did not omit any statement of 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 CTPI the Company included in the Company SEC Documents filed by CTPI since January 1complied, 2000 comply at the time of filing with the Commission (and, with respect to any registration statement, at the time it was declared effective), as to form form, in all material respects respects, with applicable accounting requirements and the published rules and regulations of the SEC Commission with respect thereto, have been prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-X) and fairly present, in all material respectsrespects (subject, in the case of the unaudited statements, to normal, recurring year-end audit adjustments), the consolidated or combined financial position of CTPI the Company and its subsidiaries consolidated Subsidiaries as of the dates thereof and the consolidated or combined results of their operations and cash flows changes in financial position for the periods then ended (on ended. Since December 31, 2002, there have been no changes in the basis stated Company's method of accounting for tax purposes or any other purpose. The consolidated financial statements of the Company and its consolidated Subsidiaries as of December 31, 2002, included in the Company SEC Documents disclose all liabilities of the Company and its consolidated Subsidiaries required to be disclosed therein and subject, in the case of unaudited statements, to normal year-end audit adjustments). CTPI satisfies contain adequate reserves for taxes and all eligibility requirements established under the Securities Act for the use of the Form S-3 Securities Act registration formother material accrued liabilities.

SEC Documents. Since PEC has filed all required documents with the SEC since January 1, 2000, CTPI and its subsidiaries have filed all required 1998 (the "PEC SEC Documents"). As of their respective dates, the PEC SEC Documents filed by CTPI since January 1, 2000 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 none of the SEC promulgated thereunder applicable to such SEC Documents, and none of PEC SEC Documents filed by CTPI since January 1, 2000 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 CTPI PEC included in the PEC SEC Documents filed by CTPI since January 1, 2000 comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles (except, in the case of the 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 therein or in the notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-Xthereto) and fairly present, in all material respects, present the consolidated or combined financial position of CTPI PEC and its subsidiaries consolidated Subsidiaries as of the dates thereof and the consolidated or combined results of their operations and statements of cash flows for the periods then ended (on the basis stated therein and subject, in the case of unaudited statements, to normal year-end audit adjustmentsadjustments and to any other adjustments described therein). CTPI satisfies all eligibility requirements established under There is no liability or obligation of any kind, whether accrued, absolute, fixed or contingent, of PEC or any Subsidiary of PEC which is required by generally accepted accounting principles to be reflected or reserved against or otherwise disclosed in the Securities Act most recent financial statements of PEC included in the PEC SEC Documents which is not so reflected or reserved against that individually or in the aggregate would have a Material Adverse Effect on PEC. For purposes of this Agreement, "PEC Balance Sheet" means the consolidated balance sheet as of September 30, 2000, set forth in PEC's Quarterly Report on Form 10-Q for the use of the Form S-3 Securities Act registration formquarter ended September 30, 2000, and "PEC Balance Sheet Date" means September 30, 2000.

SEC Documents. Since January 1Yurie has filed with the SEC and has made available to ------------- Data Labs a true and complete copy of the following Yurie documents: (i) its annual report on Form 10-K for the fiscal year ended December 31, 20001996; (ii) its quarterly reports on Form 10-Q for the fiscal quarters ended March 31, CTPI 1997, June 30, 1997 and September 30, 1997; (iii) its subsidiaries have proxy statement dated May 23, 1997; (iv) its registration statement on Form S-1 that was declared effective on October 6, 1997; (v) post-effective amendments to its registration statement on Form S-1 and (vi) its current report on Form 8-K filed on November 24, 1997 (collectively, the "YURIE SEC DOCUMENTS"), which are all of the documents that Yurie was required SEC Documentsto file with the Commission from February 5, 1997 through the date hereof. As of their respective dates, the Yurie SEC Documents filed by CTPI since January 1, 2000 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 Commission thereunder applicable to such Yurie SEC Documents, and none of the Yurie SEC Documents filed by CTPI since January 1Documents, 2000 as of such dates their 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. None of Yurie's subsidiaries is required to file any forms, reports or other documents with the Commission. The consolidated financial statements of CTPI Yurie and its subsidiaries included in the Yurie SEC Documents filed by CTPI since January 1, 2000 comply complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Commission with respect thereto, have been were prepared in accordance with generally general accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X) and fairly present, presented in all material respects, the consolidated or combined financial position accordance with applicable requirements of CTPI and its subsidiaries as of the dates thereof and the consolidated or combined results of their operations and cash flows for the periods then ended generally accepted accounting principles (on the basis stated therein and subject, in the case of the unaudited statements, to normal year-end audit recurring adjustments). CTPI satisfies all eligibility requirements established under , none of which will be material) the Securities Act consolidated financial position of Yurie and its subsidiaries as of their respective dates and the consolidated results of operations and the consolidated cash flows of Yurie and its subsidiaries for the use of the Form S-3 Securities Act registration formperiods presented therein.

SEC Documents. Since January 1Seller has made available to Purchaser a true and complete copy of each report, 2000schedule, CTPI registration statement and its subsidiaries definitive proxy statement filed by Seller with the SEC since March 31, 1994 (as such documents have filed all required since the time of their filing been amended, the "Seller SEC Documents") which are all of the documents (other than preliminary material) that Seller was required to file with the SEC since such date. As of their respective dates, the Seller SEC Documents filed by CTPI since January 1, 2000 complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "1933 Act"), 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 Seller SEC Documents, and none of the Seller SEC Documents filed by CTPI since January 1, 2000 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 financial statements of CTPI Seller included in the Seller SEC Documents filed by CTPI since January 1, 2000 comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule Form 10-01 QSB of Regulation S-Xthe SEC) and fairly presentpresent (subject, in all material respectsthe case of the unaudited statements, to normal, recurring audit adjustments) the consolidated or combined financial position of CTPI and its subsidiaries Seller as of at the dates thereof and the consolidated or combined results of their its operations and cash flows for the periods then ended ended. To the best of its knowledge Seller is not now, nor has it ever been, the subject of any inquiry or other investigation by the SEC (on the basis stated therein and subject"SEC Investigation"), in the case of unaudited statementsnor, to normal year-end audit adjustments). CTPI satisfies all eligibility requirements established under the Securities Act for the use best knowledge of the Form S-3 Securities Act registration formSeller, is any such SEC Investigation pending or threatened.

SEC Documents. Since (i) The Company has filed all reports, schedules, forms, statements and other documents, including exhibits and other information incorporated therein with the SEC required to be filed by the Company since January 1, 20002001, CTPI and its subsidiaries will continue to file such reports through the Effective Time (all such documents, whether filed prior to the date hereof or after the date hereof, as they have filed all required been or will be amended since the time of their filing prior to the Effective Time, the “Company SEC Documents”). As of their respective filing dates, or, if amended prior to the Effective Time, as of the date of the last such amendment, the Company SEC Documents filed by CTPI since January 1, 2000 complied or 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 Company SEC Documents. Except to the extent that information contained in any Company SEC Document has been or will be prior to the Effective Time revised, and amended, supplemented or superseded by a later-filed Company SEC Document, none of the Company SEC Documents filed by CTPI since January 1, 2000 as of such dates contained contains or will contain any untrue statement of a material fact or omitted omits or will omit to state a any material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in light of the circumstances under which they were made or will be made, not misleading. The financial statements statements, including the related notes, of CTPI the Company included in the Company SEC Documents filed by CTPI since January 1, 2000 complied or will comply at the time of filing as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto orGAAP, except, in the case of unaudited statements, as permitted by Rule 10-01 the rules and regulations of Regulation S-X) 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 or will present in all material respects, respects the consolidated or combined financial position of CTPI the Company and its subsidiaries consolidated Subsidiaries as of the dates thereof and the consolidated or combined results of their operations and cash flows for the periods then ended (on the basis stated therein and ended, subject, in the case of unaudited statements, to normal year-end audit adjustments). CTPI satisfies all eligibility requirements established under Neither the Company nor any of its Subsidiaries has or will have prior to the Effective Time any undisclosed liabilities or obligations of any nature, whether accrued, absolute, contingent or otherwise, that individually or in the aggregate have had or could reasonably be expected to have a Material Adverse Effect. The Company has heretofore furnished or made available to Purchaser and will continue to furnish and make available to Purchaser through the Effective Time a complete and correct copy of any amendments or modifications that have not yet been filed with the SEC to agreements, documents, or other instruments that previously have been filed or will be filed by the Company with the SEC as exhibits to the Company SEC Documents pursuant to the Securities Act for or the use Exchange Act. None of the Form S-3 Securities Act registration formSubsidiaries of the Company are, or have at any time since January 1, 2001 been, subject to the reporting requirements of Sections 13(a) and 15(d) of the Exchange Act. As used in this Section 5.2(g), the term “file” shall be broadly construed to include any manner in which a document or information is furnished, supplied, or otherwise made available to the SEC.

SEC Documents. Since Parent has filed all required reports, schedules, forms, statements and other documents with the SEC under the Exchange Act since January 1, 20001998 (such documents, CTPI together with all exhibits and its subsidiaries have filed all required schedules thereto and documents incorporated by reference therein collectively referred to herein as the "Parent SEC Documents"). As of their respective dates, the Parent SEC Documents filed by CTPI since January 1, 2000 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 filed by CTPI since January 1, 2000 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 Except for an arithmetic currency conversion error in Parent's quarterly report for the period ending September 30, 2001, which was subsequently corrected, the consolidated financial statements of CTPI Parent included in the Parent SEC Documents filed by CTPI since January 1, 2000 comply as to form complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with 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 or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-XX of the SEC) and fairly present, in all material respects, present the consolidated or combined financial position of CTPI Parent and its consolidated subsidiaries as of the dates thereof and the consolidated or combined results of their operations and cash flows for the periods then ended (on the basis stated therein and subject, in the case of unaudited statements, to normal year-end audit adjustmentsadjustments and other adjustments described therein). CTPI satisfies all eligibility requirements established under the Securities Act for the use of the Form S-3 Securities Act registration form.

SEC Documents. Since January 1Purchaser has made available to the Company, 2000by reference to Purchaser’s and the SEC’s website, CTPI Purchaser’s annual report on Form 10-K for the fiscal year ended March 31, 2010, all quarterly reports on Form 10-Q and its subsidiaries have reports on Form 8-K and amendments thereto filed all required by Purchaser with the SEC Documentssince March 31, 2010 and up to the date of this Agreement, if any, and any proxy materials distributed to Purchaser’s stockholders since March 31, 2010 and up to the date of this Agreement, if any, in each case excluding any exhibits or attachments thereto (the “Purchaser SEC Filings”). As The Purchaser SEC Filings (a) conformed, as of the dates of their respective dates, the SEC Documents filed by CTPI since January 1, 2000 complied filing with the SEC, in all material respects, to the requirements of set forth in the instructions for such forms under the Securities Act or of 1933, as amended (the “Securities Act”) and the Exchange Act, as the case may beand (b) when taken together, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documentsdid not, and none of SEC Documents filed by CTPI since January 1, 2000 as of such dates contained their respective filing dates, contain any untrue statement of a material fact or omitted omit to state a any material fact required to be stated therein or necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading, except to the extent corrected by a subsequently filed report with the SEC prior to the date hereof. The financial statements of CTPI Purchaser included in the Purchaser SEC Documents filed by CTPI since January 1Filings fairly and accurately presented, 2000 comply as to form in all material respects with applicable accounting requirements respects, the consolidated financial condition of Purchaser and its consolidated subsidiaries as of their respective dates and Purchaser’s consolidated results of operations for the published rules and regulations of the SEC with respect thereto, have been respective periods specified therein were prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved GAAP (except as may be indicated in the notes thereto or, in the case of unaudited statementsstatements included in quarterly reports on Form 10-Q or Form 8-K, as permitted by Rule the rules and regulations of the SEC applicable to Form 10-01 of Regulation SQ or Form 8-X) and fairly presentK, in all material respectsas the case may be, the consolidated or combined financial position of CTPI and its subsidiaries as of the dates thereof and the consolidated or combined results of their operations and cash flows for the periods then ended (on the basis stated therein and subject, in the case of unaudited statements, to normal year-end audit adjustments). CTPI satisfies all eligibility requirements established under the Securities Act for the use of the Form S-3 Securities Act registration form.

SEC Documents. Since CVD has delivered or made available to Radiance true and correct copies of each registration statement, report, definitive proxy statement or definitive information statement and all exhibits thereto filed (including exhibits and any amendments thereto) since January 1, 20001997 with the SEC under or pursuant to the Securities Act of 1933, CTPI and its subsidiaries have filed all required SEC Documentsas amended (the "Securities Act") or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (collectively, the "CVD Reports"). As of their respective dates, or as subsequently amended prior to the SEC Documents filed by CTPI since January 1Closing Date, 2000 the CVD Reports 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 SEC DocumentsCVD Reports, and none of SEC Documents filed by CTPI since January 1, 2000 as of such dates the CVD Reports 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 CTPI CVD included in SEC Documents filed by CTPI since January 1, 2000 the CVD Reports comply as to form in all material respects with applicable accounting requirements and in the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis during the periods involved (except as may be maybe indicated in the notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-Xthereto) and fairly present, in all material respects, present the consolidated or combined financial position of CTPI CVD and its consolidated subsidiaries as of the dates thereof and the consolidated or combined results of their operations and cash flows for the periods then ended (on the basis stated therein and subject, in the case of unaudited statements, to normal year-end audit adjustments, the absence of notes and as permitted by Form 10-Q of the Exchange Act). CTPI satisfies As of their respective dates, the CVD Reports complied as to form in all eligibility material respects with the applicable requirements established under of the Securities Act for and/or the use of the Form S-3 Securities Act registration formExchange Act.

SEC Documents. Since January 1All the documents (other than preliminary material) that the Company was required to file with the SEC for the past three years including, 2000without limitation, CTPI each report, schedule, registration statement and its subsidiaries definitive proxy statement filed by the Company (as such documents have filed all required since the time of their filing been amended, the "Company SEC Documents"), have been timely filed. As of their respective dates, (i) the Company SEC Documents filed by CTPI since January 1, 2000 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 (ii) none of the Company SEC Documents filed by CTPI since January 1, 2000 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 Except as disclosed in the Company Disclosure Letter, the consolidated financial statements of CTPI the Company included in the Company SEC Documents filed (including, without limitation, the audited balance sheet and related statements of operations, stockholders' equity and cash flows of the Company and its Subsidiaries for the fiscal year ended February 28, 2001, as audited by CTPI since January 1PricewaterhouseCoopers LLP (such balance sheet is referred to hereinafter as the "Balance Sheet" and the Balance Sheet and related statements are referred to hereinafter as the "Year-End Financial Statements")), 2000 comply as to form complied in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-X) and fairly present, in all material respects, present the consolidated or combined financial position of CTPI the Company and its subsidiaries consolidated Subsidiaries as of at the dates thereof and the consolidated or combined results of their operations operations, stockholders' equity and cash flows for the periods then ended in accordance with GAAP. As of February 28, 2001, neither the Company nor any of its Subsidiaries had any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, that would be required by GAAP to be reflected on a consolidated balance sheet of the Company and its Subsidiaries (including the notes thereto) and which were not reflected on the basis stated therein Balance Sheet. Since February 28, 2001, except as and subject, to the extent set forth in the case Company SEC Documents and except for liabilities or obligations incurred in the ordinary course of unaudited statementsbusiness consistent with past practice and of substantially the same character, type and magnitude as incurred in the past, neither the Company nor any of its Subsidiaries has incurred any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, that would be reasonably expected to normal year-end audit adjustments)have a Material Adverse Effect on the Company. CTPI satisfies all eligibility requirements established under the Securities Act for the use All agreements, contracts and other documents required to be filed as exhibits to any of the Form S-3 Securities Act registration Company SEC Documents have been so filed. No Subsidiary of the Company is required to file any form, report or other document with the SEC.

SEC Documents. Since January 1The Company has filed with the SEC, 2000and has heretofore made available to Parent true and complete copies of, CTPI all reports, schedules, forms, statements and its subsidiaries have other documents required to be filed with the SEC by the Company since December 29, 1996 (together with all required information incorporated therein by reference, the "SEC Documents"). No subsidiary of the Company is required to file any form, report or other document with the SEC. As of their respective dates, the SEC Documents filed by CTPI since January 1, 2000 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 SEC Documents, and none of the SEC Documents at the time they were filed by CTPI since January 1, 2000 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 mis- leading. Except to the extent that information contained in any SEC Document filed and publicly available prior to the date hereof (a "Filed SEC Document") has been revised or superseded by a later-filed Filed SEC Document, none of the SEC Documents contains any untrue statement of a material fact or 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. The financial statements (including the related notes) of CTPI the Company included in the SEC Documents filed by CTPI since January 1, 2000 comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with 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 or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-Xthereto) and fairly present, present in all material respects, respects the consolidated or combined financial position of CTPI the Company and its consolidated subsidiaries as of the dates thereof and the their consolidated or combined results of their operations and cash flows for the periods then ended (on the basis stated therein and subject, in the case of unaudited statements, to normal and recurring year-end audit adjustmentsadjustments and the absence of footnotes). CTPI satisfies all eligibility requirements established under Except as set forth in the Securities Act for Filed SEC Documents, the use Company and its subsidiaries have no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that individually or in the Form S-3 Securities Act registration formaggregate are reasonably likely to have a material adverse effect on the Company.

SEC Documents. Since January 1, 2000, CTPI and its subsidiaries have The Company has filed all required reports, schedules, forms, statements and other documents required to be filed by the Company with the Securities and Exchange Commission (the "SEC") since June 27, 1997 (the "SEC Documents"). As of their respective dates, the SEC Documents filed by CTPI since January 1, 2000 complied in all material respects with the requirements of the Securities Act or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as the case may be, be and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents filed Documents, except to the extent that information contained in any SEC Document has been revised or superseded by CTPI since January 1a later Filed SEC Document (as defined below), 2000 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 financial statements of CTPI the Company included in SEC Documents filed by CTPI since January 1the Company's Form 10-K for the year ended December 31, 2000 1997 and the Form 10-Q for the three months ended September 30, 1998 comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with U.S. 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 or, or as described in writing to the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-XPurchaser prior to the date hereof) and fairly present, in all material respects, present the consolidated or combined financial position of CTPI the Company and its consolidated subsidiaries as of the dates thereof and the consolidated or combined results of their operations operation and cash flows cashflows for the periods then ended ending in accordance with GAAP (on the basis stated therein and subject, in the case of the unaudited statements, to normal year-year end audit adjustments). CTPI satisfies all eligibility requirements established under Except as set forth in the Securities Act for Filed SEC Documents (as defined below), neither the use Company nor any of its subsidiaries has any material 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 Form S-3 Securities Act registration formCompany and its consolidated subsidiaries or in the notes thereto and which can reasonably be expected to have a material adverse effect on the Company and its subsidiaries taken as a whole.

SEC Documents. Since January 1CyberGuard has delivered to SnapGear each registration statement, 2000report, CTPI proxy statement or information statement prepared and filed with the Securities and Exchange Commission by it since June 30, 2003, including, without limitation, its subsidiaries have Annual Report on Form 10-K for the year ended June 30, 2003, each in the form (including exhibits and any amendments thereto) filed all required with the SEC Documents(collectively, the “CyberGuard Reports”). As of their respective dates, the SEC Documents filed by CTPI since January 1, 2000 CyberGuard Reports (i) complied as to form in all material respects with the applicable requirements of the Securities Act, the Securities Exchange Act or 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 SEC Documents, and none of SEC Documents filed by CTPI since January 1, 2000 as of such dates 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 made therein, in the light of the circumstances under which they were made, not misleading. The financial statements Each of CTPI the consolidated balance sheets included in SEC Documents filed or incorporated by CTPI since January 1reference into the CyberGuard Reports (including the related notes and schedules) fairly presents, 2000 comply as to form in all material respects with applicable accounting requirements respects, the consolidated financial position of CyberGuard and the published rules its Subsidiaries as of its date, and regulations each of the SEC consolidated statements of income, retained earnings and cash flows included in or incorporated by reference into the CyberGuard Reports (together with respect the related notes and schedules) fairly presents, in all material respects, the results of operations, retained earnings or cash flows, as the case may be, of CyberGuard and its Subsidiaries for the periods set forth therein (subject to the lack of footnote disclosure and normal year-end audit adjustments which would not be material in amount or effect), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein. Except as and to the extent set forth in the consolidated balance sheet of CyberGuard and its Subsidiaries at June 30, 2003, including all notes thereto, have been or as set forth in the CyberGuard Reports, neither CyberGuard nor any of its Subsidiaries has any material liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected on, or reserved against in, a balance sheet of CyberGuard or in the notes thereto, prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (consistently applied, except as may be indicated liabilities arising in the notes thereto or, in the case ordinary course of unaudited statements, as permitted by Rule 10-01 of Regulation S-X) and fairly present, in all material respects, the consolidated or combined financial position of CTPI and its subsidiaries as of the dates thereof and the consolidated or combined results of their operations and cash flows for the periods then ended (on the basis stated therein and subject, in the case of unaudited statements, to normal year-end audit adjustments). CTPI satisfies all eligibility requirements established under the Securities Act for the use of the Form S-3 Securities Act registration formbusiness since such date.

SEC Documents. Since January 1, 2000, CTPI and its subsidiaries have RCCC has filed all reports, schedules, forms, statements and other documents as required by the SEC and RCCC has delivered or made available to Holdings all reports, schedules, forms, statements and other documents filed with the SEC (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the “RCCC SEC Documents”). As of their respective dates, the The RCCC SEC Documents filed by CTPI since January 1, 2000 complied in all material respects with the requirements of 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 RCCC SEC Documents, and none of the RCCC SEC Documents filed by CTPI since January 1, 2000 (including any and all consolidated financial statements included therein) as of such dates 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 revised or superseded by a subsequent filing with the SEC (a copy of which has been provided to Holdings prior to the date of this Agreement), none of the RCCC 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 CTPI RCCC included in such RCCC SEC Documents filed by CTPI since January 1, 2000 (the “RCCC Financial Statements”) comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with 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 or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-Xthereto) and fairly present, in all material respects, present the consolidated or combined financial position of CTPI RCCC and its consolidated subsidiaries as of the dates thereof and the consolidated or combined results of their operations and changes in cash flows for the periods then ended (on the basis stated therein and subject, in the case of unaudited quarterly statements, to normal year-end audit adjustmentsadjustments as determined by RCCC’s independent accountants). CTPI satisfies all eligibility requirements established under Except as set forth in the Securities Act for RCCC SEC Documents, at the use date of the Form S-3 Securities Act registration formmost recent audited financial statements of RCCC included in the RCCC SEC Documents, neither RCCC nor any of its subsidiaries had, and since such date neither RCCC nor any of such subsidiaries has incurred, any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which, individually or in the aggregate, could reasonably be expected to have a RCCC Material Adverse Effect.

SEC Documents. Since Ringer has filed all required reports, schedules, forms, statements, and other documents with the SEC since January 1, 20001995 (together with later filed documents that revise or supersede earlier filed documents, CTPI and its subsidiaries have filed all required the "RINGER SEC DocumentsDOCUMENTS"). As of their respective dates, the Ringer SEC Documents filed by CTPI since January 1, 2000 complied as to form 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 Ringer SEC Documents, and none . None of the Ringer SEC Documents filed by CTPI since January 1, 2000 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 financial statements of CTPI Ringer included in the Ringer SEC Documents filed by CTPI since January 1, 2000 comply complied as of their respective dates of filing with the SEC as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-QSB of the Exchange Act) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto orthereto), in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-X) and fairly present, in all material respects, present the consolidated or combined financial position of CTPI Ringer and its consolidated subsidiaries as of the dates thereof and the consolidated or combined results of their operations and cash flows for the periods then ended (on the basis stated therein and subject, in the case of unaudited statements, to normal year-end audit adjustments). CTPI satisfies all eligibility requirements established under Except as set forth in the Securities Act Ringer SEC Documents, and except for liabilities and obligations incurred in the use ordinary course of business consistent with past practice, neither Ringer 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 set forth in a consolidated balance sheet of Ringer and its consolidated subsidiaries or in the Form S-3 Securities Act registration form.notes thereto which, individually or in the aggregate, would have, a material adverse effect on the business or results of operations of Ringer. 4.08

SEC Documents. Since Purchaser has made available to Seller a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by CB&I with the SEC since January 1, 2000, CTPI 1998 and its subsidiaries have filed all required prior to the date of this Agreement (the "SEC Documents") which are all the documents (other than preliminary material) that CB&I has been required to file with the SEC since such date. As of their respective dates, the SEC Documents filed by CTPI since January 1, 2000 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 SEC Documents, and none of the SEC Documents filed by CTPI since January 1, 2000 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 financial statements of CTPI included CB&I contained in the SEC Documents filed by CTPI since January 1, 2000 comply complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-XX of the SEC) and fairly present, present in all material respects, the consolidated or combined financial position accordance with applicable requirements of CTPI and its subsidiaries as of the dates thereof and the consolidated or combined results of their operations and cash flows for the periods then ended United States generally accepted accounting principles (on the basis stated therein and subject, in the case of the unaudited statements, to normal year-end audit normal, recurring adjustments). CTPI satisfies all eligibility requirements established under , none of which will be material) the Securities Act consolidated financial position of CB&I and its consolidated subsidiaries as of their respective dates and the consolidated results of operations and the consolidated cash flows of CB&I and its consolidated subsidiaries for the use of the Form S-3 Securities Act registration formperiods presented therein, respectively.

SEC Documents. Since January 1The Company has made available to Parent a true and complete copy of each report, 2000schedule, CTPI registration statement and its subsidiaries definitive proxy statement filed by the Company with the SEC since December 28, 1997 (as such documents have filed all required since the time of their filing been amended, the "Company ------- SEC Documents"), which are all the documents (other than preliminary material) ------------- that the Company was required to file with the SEC since such date. As of their respective dates, (i) the Company SEC Documents filed by CTPI since January 1, 2000 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 (ii) none of the Company SEC Documents filed by CTPI since January 1, 2000 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 financial statements of CTPI the Company included in the Company SEC Documents filed (including, without limitation, the audited balance sheet and related statements of operations, stockholders' equity and cash flows of the Company and its subsidiaries for the fiscal year ended January 2, 2000, as audited by CTPI since January 1Deloitte & Touche LLP (such balance sheet and related statements are referred to hereinafter as the "Year-End Financial Statements"), and the ----------------------------- unaudited financial statements of the Company and its subsidiaries for the fiscal quarters ended April 2, 2000 comply as to form and July 2, 2000, including the balance sheet of the Company and its subsidiaries dated July 2, 2000 (the "Balance ------- Sheet")) complied in all material respects with applicable accounting ----- requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods ---- involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule Form 10-01 Q of Regulation S-Xthe SEC) and fairly present, in all material respects, present the consolidated or combined financial position of CTPI the Company and its consolidated subsidiaries as of at the dates thereof and the consolidated or combined results of their operations operations, stockholders' equity and cash flows for the periods then ended in accordance with GAAP. As of July 2, 2000, neither the Company nor any of its subsidiaries had any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, that would be required by GAAP to be reflected on a consolidated balance sheet of the Company and its subsidiaries (including the notes thereto) and which were not reflected on the basis stated therein Balance Sheet. Since July 2, 2000, except as and subject, to the extent set forth in the case Company SEC Documents and except for liabilities or obligations incurred in the ordinary course of unaudited statementsbusiness consistent with past practice and of substantially the same character, type and magnitude as incurred in the past, neither the Company nor any of its subsidiaries has incurred any liabilities of any nature, whether or not accrued, contingent or otherwise, that would have a Material Adverse Effect on the Company, or would be required by GAAP to normal year-end audit adjustmentsbe reflected on a consolidated balance sheet of the Company and its subsidiaries (including the notes thereto). CTPI satisfies all eligibility requirements established under the Securities Act for the use All material agreements, contracts and other documents required to be filed as exhibits to any of the Form S-3 Securities Act registration Company SEC Documents have been so filed. No subsidiary of the Company is required to file any form, report or other document with the SEC.

SEC Documents. Since Buyer has provided to Seller its Annual Report on Form 10-K for the year ended December 31, 1995, Quarterly Reports on Form 10-Q for the quarters ended March 31, 1996, June 30, 1996, and September 30, 1996, its current reports on Form 8-K dated August 28, 1996, as amended by Amendment No. 1 thereto dated October 28, 1996, and January 127, 20001997, CTPI and its subsidiaries have filed all required proxy statement with respect to its Annual Meeting of Stockholders for 1996 (such documents collectively referred to herein as the "SEC Documents"). As of their respective dates, the SEC Documents filed by CTPI since January 1, 2000 complied in all material respects with the requirements of the Securities Exchange Act or of 1934, as amended (the "Exchange Act, as the case may be"), and the rules and regulations of the SEC Commission promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents filed by CTPI since January 1, 2000 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 CTPI Buyer included in the SEC Documents filed by CTPI since January 1, 2000 comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Commission with respect thereto, have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-Xthereto) and fairly present, in all material respects, present the consolidated or combined financial position of CTPI Buyer and its consolidated subsidiaries as of the dates thereof and the consolidated or combined results of their operations and cash flows for the periods then ended (on the basis stated therein and subjectended. Since September 30, 1996, other than as discussed in the case SEC Documents, there has been no material adverse change in the business of unaudited statementsBuyer and its subsidiaries, to normal year-end audit adjustments). CTPI satisfies all eligibility requirements established under the Securities Act for the use of the Form S-3 Securities Act registration formtaken as a whole.

SEC Documents. Since January 1Financial Statements. Each report or proxy statement delivered to the Purchaser is a true and complete copy of such document as filed by the Company with the SEC. The Company has filed in a timely manner all documents that the Company is required to file with the SEC under Sections 13, 200014(a) and 15(d) of the Exchange Act, CTPI and its subsidiaries have filed all required SEC Documentsduring the twelve (12) months preceding the date of this Agreement. As Except as disclosed on Exhibit C attached hereto, as of their respective filing dates, all documents filed by the Company with the SEC Documents filed by CTPI since January 1, 2000 (the "SEC DOCUMENTS") complied in all material respects with the requirements of the Securities Exchange Act or the Exchange ActSecurities Act of 1933, as amended (the case may be"SECURITIES ACT"), and the rules and regulations as applicable. None of the SEC promulgated thereunder applicable to such SEC Documents, and none of SEC Documents filed by CTPI since January 1, 2000 as of such their 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 made therein, in light of the circumstances under which they were made, not misleading. The financial statements of CTPI the Company included in the SEC Documents filed by CTPI since January 1, 2000 (the "SEC FINANCIAL STATEMENTS") comply as to form in all material respects with applicable accounting requirements of the Exchange Act and the Securities Act and with the published rules and regulations of the SEC with respect thereto, . The SEC Financial Statements have been prepared in accordance with generally accepted accounting principles consistently applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-X) and fairly present, in all material respects, present the consolidated or combined financial position of CTPI the Company and its any subsidiaries as of at the dates thereof and the consolidated or combined results of their operations and consolidated cash flows for the periods then ended (on the basis stated therein and subject, in the case of unaudited statements, to normal year-end audit normal, recurring adjustments). CTPI satisfies all eligibility requirements established under the Securities Act for the use of the Form S-3 Securities Act registration form.

SEC Documents. Since January 1Arch has made available to Pogo a true and complete copy of each report, 2000schedule, CTPI registration statement and its subsidiaries have definitive proxy statement filed all required by Arch with the SEC since December 31, 1997 and prior to the date of this Agreement (the "Arch SEC Documents") which are all the documents (other than preliminary materials) that Arch was required to file with the SEC during such period. As Except as disclosed on Schedule 3.1(d), as of their respective dates, the Arch SEC Documents filed by CTPI since January 1, 2000 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 Arch SEC Documents, and none of the Arch SEC Documents filed by CTPI since January 1, 2000 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 financial statements of CTPI Arch included in the Arch SEC Documents filed by CTPI since January 1, 2000 comply complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-XX of the SEC) and fairly present, present in all material respects, the consolidated or combined financial position accordance with applicable requirements of CTPI and its subsidiaries as of the dates thereof and the consolidated or combined results of their operations and cash flows for the periods then ended GAAP (on the basis stated therein and subject, in the case of the unaudited statements, to normal year-end audit adjustments). CTPI satisfies all eligibility requirements established under , any other adjustments described therein, and the Securities fact that certain information and notes have been condensed or omitted in accordance with the Exchange Act and the rules and regulations promulgated thereunder) the consolidated financial position of Arch and its consolidated Subsidiaries as of their respective dates and the consolidated results of operations and the consolidated cash flows of Arch and its consolidated Subsidiaries for the use periods presented therein. For purposes of this Section 3.1(d), any amendment to any information contained in any Arch SEC document duly filed with the Form S-3 Securities Act registration formSEC prior to the date of this Agreement shall be deemed to have been filed on the date that the original Arch SEC Document being amended was filed. Except as disclosed in the Arch SEC Documents or in Schedule 3.1(d), there are no agreements, arrangements or understandings between Arch and any party who is at the date of this Agreement or was at any time prior to the date hereof but after December 31, 1997 an Affiliate of Arch that are required to be disclosed in the Arch SEC Documents.

SEC Documents. Since Kimco has delivered or made available to Price REIT each registration statement, report, proxy statement or information statement and all exhibits thereto prepared by it or relating to its properties since January 1, 20001995, CTPI which are set forth on the Kimco Disclosure Letter, each in the form (including exhibits and its subsidiaries have any amendments thereto) filed with the SEC (collectively, the "Kimco Reports"). The Kimco Reports, which were filed with the SEC in a timely manner, constitute all forms, reports and documents required SEC Documentsto be filed by Kimco under the Securities Laws. As of their respective dates, the SEC Documents filed by CTPI since January 1, 2000 Kimco Reports (i) complied as to form in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, Laws and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of SEC Documents filed by CTPI since January 1, 2000 as of such dates 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 made therein, in the light of the circumstances under which they were made, not misleading. The financial statements Each of CTPI the consolidated balance sheets of Kimco included in SEC Documents filed or incorporated by CTPI since January 1, 2000 comply as to form in all material respects with applicable accounting requirements reference into the Kimco Reports (including the related notes and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-Xschedules) and fairly present, in all material respects, presents the consolidated or combined financial position of CTPI Kimco and its subsidiaries Subsidiaries as of the dates thereof its date and each of the consolidated or combined results statements of their operations income, retained earnings and cash flows of Kimco included in or incorporated by reference into the Kimco Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of Kimco and its Subsidiaries for the periods then ended set forth therein (on the basis stated therein and subject, in the case of unaudited statements, to normal year-end audit adjustmentsadjustments which would not be material in amount or effect). CTPI satisfies all eligibility requirements established under , in each case in accordance with generally accepted accounting principles consistently applied during the Securities Act for periods involved, except as may be noted therein and except, in the use case of the unaudited statements, as permitted by Form S-3 Securities Act registration form.10-Q of the SEC. Except as and to the extent set forth on the consolidated balance sheet of Kimco and its Subsidiaries at September 30, 1997, including all notes thereto, or as set forth in the Kimco Reports, neither Kimco nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected on, or reserved against in, a balance sheet of Kimco or in the notes thereto, prepared in accordance with generally accepted accounting

SEC Documents. Since January 1, 2000, CTPI and its subsidiaries have Financial Statements: No Adverse Chanoe. The Company has filed all reports required to be filed by it under the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, since December 27, 1997 (the foregoing materials being collectively referred to herein as the "SEC Documents") on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Documents prior to the expiration of any such extension. As of their respective dates, . the SEC Documents filed by CTPI since January 1, 2000 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 Commission promulgated thereunder applicable to such thereunder. and none of the SEC Documents, and none of SEC Documents filed by CTPI since January 1when filed, 2000 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 therein not misleading. All material agreements to which the Company is a party or to which the property or assets of the circumstances under which they were madeCompany are subject have been filed as exhibits to the SEC Documents as required; neither the Company nor any of the Subsidiaries is in breach of any agreement where such breach would reasonably be expected to, not misleadingindividually or in the aggregate, have a Material Adverse Effect. The financial statements of CTPI the Company included in the SEC Documents filed by CTPI since January 1, 2000 comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Commission with respect thereto, thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (involved. except as may be indicated otherwise specified in such financial statements or the notes thereto orthereto, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-X) and fairly present, present in all material respects, respects the consolidated or combined financial position of CTPI and its subsidiaries the Company as of and for the dates thereof and the consolidated or combined results of their operations and cash flows for the periods then ended (on the basis stated therein and ended. subject, in the case of unaudited statements, . to normal year-end audit adjustments). CTPI satisfies all eligibility requirements established under Since the Securities Act date of the financial statements included in the Company's last filed Quarterly Report on Form 10-QSB for the use of period ended June 30, 1999, there has been no event, occurrence or development that has had, or would reasonably be expected to have. a Material Adverse Effect which has not been specifically disclosed to the Form S-3 Securities Act registration formInvestors by the Company. The Company last filed audited financial statements with the Commission on March 6, 1999, and has not received any comments from the Commission in respect thereof.

SEC Documents. Since January 1, 2000, CTPI and its subsidiaries have Parent has timely filed all forms, reports and documents required to be filed with the SEC Documentssince December 31, 1995 and has made available to the Company and Principal Shareholders, in the form filed with the SEC, (i) its Annual Report on Form 10-KSB for the fiscal year ended December 31, 1997, (ii) its Quarterly Report on Form 10-Q for the period ended Marcx 00, 0000, (xxx) xxx proxy statements relating to Parent's meetings of stockholders (whether annual or special) held since December 31, 1997, (iv) all other reports or registration statements filed by Parent with the SEC since December 31, 1997, and (v) all amendments and supplements to all such reports and registration statements filed by Parent with the SEC. All such required forms, reports and documents (including those enumerated in clauses (i) through (v) of the preceding sentence) are referred to herein as the "Parent SEC Reports." As of their respective dates, the Parent SEC Documents filed by CTPI since January 1, 2000 complied Reports (i) were prepared in accordance 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 DocumentsReports and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, and none of SEC Documents filed by CTPI since January 1, 2000 as then on the date of such dates contained filing) 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 the light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited condensed consolidated interim financial statements of CTPI Parent and its consolidated subsidiaries included in SEC Documents filed by CTPI since January 1, 2000 comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-X) and fairly present, such reports are correct in all material respects, were prepared in accordance with GAAP consistently applied, and present fairly the consolidated or combined financial position of CTPI Parent and its consolidated subsidiaries as of the dates thereof and the consolidated or combined results of their operations and cash flows for the periods then ended (on the basis stated therein and subject, in the case of unaudited statements, to normal year-end audit adjustments). CTPI satisfies all eligibility requirements established under the Securities Act for the use of the Form S-3 Securities Act registration formended.

SEC Documents. Since Altair has made available to TMI a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Altair with the SEC (which includes the documents filed with the Ontario Securities Commission) since January 1, 2000, CTPI 1994 and its subsidiaries have filed prior to the date of this Agreement (the "ALTAIR SEC DOCUMENTS") which are all the documents that Altair was required to file with the SEC Documentssince such date. As of their respective dates, the Altair SEC Documents filed by CTPI since January 1, 2000 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 Altair SEC Documents, and none of the Altair SEC Documents filed by CTPI since January 1, 2000 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 financial statements of CTPI Altair included in the Altair SEC Documents filed by CTPI since January 1, 2000 comply complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with Canadian generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-XX of the SEC) and fairly present, present in all material respects, the consolidated or combined financial position accordance with applicable requirements of CTPI and its subsidiaries as of the dates thereof and the consolidated or combined results of their operations and cash flows for the periods then ended Canadian generally accepted accounting principles (on the basis stated therein and subject, in the case of the unaudited statements, to normal year-end audit normal, recurring adjustments). CTPI satisfies all eligibility requirements established under , none of which are material) the Securities Act consolidated financial position of Altair and its consolidated Subsidiaries as of their respective dates and the consolidated results of operations and the consolidated cash flows of Altair and its consolidated Subsidiaries for the use of the Form S-3 Securities Act registration formperiods presented therein.

SEC Documents. Since January 1BUYER FINANCIAL STATEMENTS. Peregrine has filed all forms, 2000reports, CTPI and documents required to be filed by it with the SEC and has furnished or made available to the Sellers and the Partners true and complete copies of its Annual Report on Form 10-K for the fiscal year ended March 31, 1998 and its subsidiaries have Quarterly Report on Form 10-Q for the quarter ended June 30, 1998 (collectively, the "SEC DOCUMENTS"), which Peregrine has filed all required with the SEC Documentsunder the Exchange Act. As of their respective filing dates, the SEC Documents filed by CTPI since January 1, 2000 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 SEC Documents, and none of the SEC Documents filed by CTPI since January 1, 2000 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 made therein, in light of the circumstances under in which they were made, not misleading. The consolidated financial statements of CTPI Peregrine, including the notes thereto, included in the SEC Documents filed by CTPI since January 1, 2000 (the "BUYER FINANCIAL STATEMENTS") comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles GAAP consistently applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Rule Form 10-01 Q of Regulation S-X) the SEC), and fairly present, in all material respects, present the consolidated or combined financial position of CTPI and its subsidiaries as of the dates thereof Buyer and the consolidated or combined results of their its operations and cash flows as of the respective dates and for the periods then ended indicated therein (on the basis stated therein and subject, in the case of unaudited statements, to normal year-end audit adjustments). CTPI satisfies all eligibility requirements established under There has been no change in Peregrine's accounting policies except as described in the Securities Act for notes to the use of the Form S-3 Securities Act registration formBuyer Financial Statements.

SEC Documents. Since January 1, 2000, CTPI and its subsidiaries have WCI has filed all required reports, schedules, forms, statements, and other documents with the Securities and Exchange Commission ("SEC") since May 22, 1998, has filed the Registration Statements (together with later filed documents that revise or supersede earlier filed documents, the "WCI SEC DocumentsDOCUMENTS"). As of their respective dates, the WCI SEC Documents filed by CTPI since January 1, 2000 complied or will comply in all material respects with the requirements of the Securities Act or the Securities Exchange ActAct of 1934 (the "EXCHANGE ACT"), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such WCI SEC Documents, and none . None of the WCI SEC Documents filed by CTPI since January 1, 2000 as of such dates 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 light of the circumstances under which they were or are made, not misleading. The financial statements of CTPI WCI included in the WCI SEC Documents filed by CTPI since January 1, 2000 complied or will comply as to form 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, have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Regulation S-X promulgated by the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto orthereto), in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-X) and are correct and complete and fairly present, in all material respects, present the consolidated or combined financial position of CTPI WCI and its consolidated subsidiaries as of the dates thereof and the consolidated or combined results of their operations and cash flows for the periods then ended (on the basis stated therein and subject, in the case of unaudited statements, to normal year-end audit adjustments). CTPI satisfies all eligibility requirements established under the Securities Act for the use of the Form S-3 Securities Act registration form.

SEC Documents. Since January 1Camco has made available to STC a true and complete copy of each report, 2000schedule, CTPI registration statement and its subsidiaries have definitive proxy statement filed all required by Camco with the SEC since December 31, 1995 and prior to the date of this Merger Agreement (the "Camco SEC Documents") which are all the documents that Camco was required to file with the SEC since such date. As of their respective dates, the Camco SEC Documents filed by CTPI since January 1, 2000 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 Camco SEC Documents, and none of the Camco SEC Documents contained when filed by CTPI since January 1, 2000 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 CTPI Camco included in the Camco SEC Documents filed by CTPI since January 1, 2000 comply complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-XX of the SEC) and fairly present, present in all material respects, the consolidated or combined financial position accordance with applicable requirements of CTPI and its subsidiaries as of the dates thereof and the consolidated or combined results of their operations and cash flows for the periods then ended GAAP (on the basis stated therein and subject, in the case of the unaudited statements, to normal year-end audit adjustments). CTPI satisfies all eligibility requirements established under adjustments and other adjustments discussed therein) the Securities Act consolidated financial position of Camco and its consolidated Subsidiaries as of their respective dates and the consolidated results of operations and the consolidated cash flows of Camco and its consolidated Subsidiaries for the use of the Form S-3 Securities Act registration formperiods presented therein.

SEC Documents. Since January 1The 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, 2000, CTPI and its subsidiaries have filed all required SEC Documents2005. As of their respective dates, the Partnership SEC Documents filed by CTPI since January 1, 2000 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 Partnership SEC Documents, and none of the Partnership SEC Documents filed by CTPI since January 1, 2000 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 financial statements of CTPI the Partnership included in the Partnership SEC Documents filed by CTPI since January 1were prepared from the books and records of the Partnership and its subsidiaries, 2000 comply complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 10.01 of Regulation S-X) and fairly present, present in all material respects, the consolidated or combined financial position accordance with applicable requirements of CTPI and its subsidiaries as of the dates thereof and the consolidated or combined results of their operations and cash flows for the periods then ended GAAP (on the basis stated therein and subject, in the case of the unaudited statements, to normal year-end audit normal, recurring adjustments). CTPI satisfies all eligibility requirements established under , none of which is material) the Securities Act consolidated financial position of the Partnership and its consolidated subsidiaries as of their respective dates and the consolidated results of operations and the consolidated cash flows of the Partnership and its consolidated Subsidiaries for the use periods presented therein. Notwithstanding the foregoing statements, the Partnership, the General Partner and the Buyer shall have no liability with respect to any current report on Form 8-K of the Form S-3 Securities Act registration formPartnership that was “furnished” rather than “filed” with the SEC.

SEC Documents. Since Vulcan has filed all required reports, schedules, registration statements and other documents with the SEC since January 1, 2000, CTPI and its subsidiaries have filed all required 2005 (the “Vulcan 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 Vulcan SEC Documents filed by CTPI since January 1, 2000 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 Vulcan SEC Documents, and none of the Vulcan SEC Documents filed by CTPI since January 1when filed, 2000 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 financial statements of CTPI Vulcan included in the Vulcan SEC Documents filed by CTPI since January 1, 2000 comply complied as to form form, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and all the published rules and regulations of the SEC with respect theretothereto (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC), have been prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-Xdisclosed therein) and fairly present, present in all material respects, respects the consolidated or combined financial position of CTPI Vulcan and its subsidiaries consolidated Subsidiaries and the consolidated results of operations, changes in shareholders’ equity and cash flows of such companies as of the dates thereof and the consolidated or combined results of their operations and cash flows for the periods then ended (on the basis stated therein and subject, in the case of unaudited statements, to normal year-end audit adjustments)shown. CTPI satisfies all eligibility requirements established under the Securities Act for the use As of the Form S-3 Securities Act registration formdate hereof, there are no outstanding written comments from the SEC with respect to any of the Vulcan SEC Documents.

SEC Documents. Since January 1Parent has filed in a timely manner all documents that it was required to file with the Securities and Exchange Commission (the "SEC") under Sections 13, 14(a) and 15(d) of the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT") and all rules and regulations thereunder, since July 28, 2000, CTPI and its subsidiaries have filed all required SEC Documentsthe date on which Parent became subject to such reporting requirements. As of their respective filing dates, all documents filed by Parent with the SEC Documents filed by CTPI since January 1, 2000 (the "SEC DOCUMENTS") complied in all material respects with the requirements of the Securities Exchange Act or the Exchange Securities Act, as the case may beapplicable, and the all rules and regulations thereunder. None of the SEC promulgated thereunder applicable to such SEC DocumentsDocuments contained, and none of SEC Documents filed by CTPI since January 1, 2000 as of such dates contained 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 made therein, in light of the circumstances under which they were made, not misleading. The financial statements of CTPI Parent included in the SEC Documents filed by CTPI since January 1, 2000 (the "PARENT FINANCIAL STATEMENTS") comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, . The Parent Financial Statements have been prepared in accordance with generally accepted accounting principles GAAP consistently applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-X) and fairly present, present in all material respects, respects the consolidated or combined financial position of CTPI Parent and its subsidiaries as of Subsidiaries at the dates thereof and the consolidated or combined results of their operations and cash flows of Parent and its Subsidiaries for the periods then ended in accordance with GAAP (on the basis stated therein and subject, in the case of unaudited statements, to normal year-end audit accruals and adjustments). CTPI satisfies all eligibility requirements established under the Securities Act for the use of the Form S-3 Securities Act registration form.

SEC Documents. Since January 1Autobytel has filed, 2000or furnished, CTPI and its subsidiaries have filed as applicable, all required reports, schedules, registration statements and other documents with the Securities and Exchange Commission (“SEC”) since December 31, 2009 (“Autobytel 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 Autobytel SEC Documents filed by CTPI since January 1, 2000 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 Autobytel SEC Documents, and none of the Autobytel SEC Documents when filed by CTPI since January 1, 2000 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 financial statements of CTPI Autobytel included in the Autobytel SEC Documents filed by CTPI since January 1, 2000 comply complied as to form form, as of their respective dates of filing with the SEC, in all material respects with all applicable accounting requirements and with the published rules and regulations of the SEC with respect theretothereto (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC), have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-Xdisclosed therein) and fairly present, present in all material respects, respects the consolidated or combined financial position of CTPI Autobytel and its consolidated subsidiaries and the consolidated results of operations, changes in stockholders’ equity and cash flows of such companies as of the dates thereof and the consolidated or combined results of their operations and cash flows for the periods then ended (on the basis stated therein and subject, in the case of unaudited statements, to normal year-end audit adjustments). CTPI satisfies all eligibility requirements established under the Securities Act for the use of the Form S-3 Securities Act registration formshown.

SEC Documents. Since January 1The Parent has filed with the SEC all reports, 2000schedules, CTPI forms, statements and its subsidiaries have filed other documents required pursuant to the Securities Act and the Exchange Act since November 17, 1997 (collectively, and in each case including all required exhibits and schedules thereto and documents incorporated by reference therein, the "Parent SEC Documents"). As of their respective dates, the SEC Documents filed by CTPI since January 1, 2000 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 filed by CTPI since January 1, 2000 (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. The consolidated financial statements of CTPI the Parent included in all Parent SEC Documents filed by CTPI since January 1November 17, 2000 1997 (the "Parent SEC Financial Statements") comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with 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 or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-Xthereto) and fairly present, present in all material respects, accordance with generally accepted accounting principles the consolidated or combined financial position of CTPI the Parent (and its subsidiaries Subsidiaries) as of the dates thereof and the consolidated or combined results of their its operations and cash flows for the periods then ended (on the basis stated therein and subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments). CTPI satisfies all eligibility requirements established under the Securities Act for the use The audited consolidated balance sheet of the Form S-3 Securities Act registration formParent as of December 31, 1998 is referred to herein as the "Parent Balance Sheet."

SEC Documents. Since A true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by UEC with the SEC since January 1, 2000, CTPI and its subsidiaries have filed all required 1996 (the "UEC SEC Documents") has been made available to NDS (or such information was readily accessible through the SEC Edgax Xxxsite). The UEC SEC Documents are all the documents (other than preliminary material) that UEC was required to file with the SEC since such date. As of their respective dates, the UEC SEC Documents filed by CTPI since January 1, 2000 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 UEC SEC Documents, and none of the UEC SEC Documents contained when filed by CTPI since January 1, 2000 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 financial statements of CTPI UEC included in the UEC SEC Documents filed by CTPI since January 1, 2000 comply complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-XX of the SEC) and fairly present, present in all material respects, the consolidated or combined financial position accordance with applicable requirements of CTPI and its subsidiaries as of the dates thereof and the consolidated or combined results of their operations and cash flows for the periods then ended GAAP (on the basis stated therein and subject, in the case of the unaudited statements, to normal year-end audit adjustments). CTPI satisfies all eligibility requirements established under adjustments and other adjustments discussed therein) the Securities Act consolidated financial position of UEC and its consolidated Subsidiaries as of their respective dates and the consolidated results of operations and the consolidated cash flows of UEC and its consolidated Subsidiaries for the use of the Form S-3 Securities Act registration formperiods presented therein.

SEC Documents. Since January 1Midland has made available to Vista a true and complete copy of each report, 2000schedule, CTPI registration statement, and its subsidiaries have definitive proxy statement filed all required by Midland with the SEC since December 31, 1995 and prior to or on the date of this Agreement (the "Midland SEC Documents"), which are all the documents (other than preliminary material) that Midland was required to file with the SEC between December 31, 1995 and the date of this Agreement. As of their respective dates, the Midland SEC Documents filed by CTPI since January 1, 2000 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 Midland SEC Documents, and none of the Midland SEC Documents filed by CTPI since January 1, 2000 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 financial statements of CTPI Midland included in the Midland SEC Documents filed by CTPI since January 1, 2000 comply complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with generally accepted accounting principles in the United States ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-XX of the SEC) and fairly present, present in all material respects, the consolidated or combined financial position accordance with applicable requirements of CTPI and its subsidiaries as of the dates thereof and the consolidated or combined results of their operations and cash flows for the periods then ended GAAP (on the basis stated therein and subject, in the case of the unaudited statements, to normal year-end audit normal, recurring adjustments, none of which are material) the consolidated financial position of Midland and its consolidated Subsidiaries as of their respective dates and the consolidated results of operations and the consolidated cash flows of Midland and its consolidated Subsidiaries for the periods presented therein. In addition, Midland has made available to Vista the audited consolidated balance sheets of Midland and its Subsidiaries as of December 31, 1997, together with the audited consolidated statements of operations, shareholder's equity and cash flows of Midland and its Subsidiaries for the year then ended (such audited consolidated financial statements of Midland being referred to as the "Midland Financial Statements"). CTPI satisfies all eligibility The Midland Financial Statements were prepared in accordance with GAAP applied on a consistent basis during the periods involved and fairly present in accordance with applicable requirements established under of GAAP the Securities Act consolidated financial position of Midland and its consolidated Subsidiaries as of its date and the consolidated results of operations and the consolidated cash flows of Midland and its Subsidiaries for the use period presented therein. Except as disclosed in the Midland SEC Documents, there are no agreements, arrangements, or understandings between Midland and any party who is at the date of this Agreement or was at any time prior to the Form S-3 Securities Act registration form.date hereof but after December 31, 1995 an Affiliate of Midland that are required to be disclosed in the Midland SEC Documents. (e)

SEC Documents. Since Radiance has delivered or made available to Endologix true and correct copies of each registration statement, report, definitive proxy statement or definitive information statement and all exhibits thereto filed (including exhibits and any amendments thereto) since January 1, 20001999 with the SEC under or pursuant to the Securities Act of 1933, CTPI and its subsidiaries have filed all required SEC Documentsas amended (the "Securities Act") or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (collectively, the "Radiance Reports"). As of their respective dates, or as subsequently amended prior to the SEC Documents filed by CTPI since January 1Closing Date, 2000 the Radiance Reports 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 SEC DocumentsRadiance Reports, and none of SEC Documents filed by CTPI since January 1, 2000 as of such dates the Radiance Reports 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 CTPI Radiance included in SEC Documents filed by CTPI since January 1, 2000 the Radiance Reports comply as to form in all material respects with applicable accounting requirements and in the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-Xthereto) and fairly present, in all material respects, present the consolidated or combined financial position of CTPI Radiance and its consolidated subsidiaries as of the dates thereof and the consolidated or combined results of their operations and cash flows for the periods then ended (on the basis stated therein and subject, in the case of unaudited statements, to normal year-end audit adjustments, the absence of notes and as permitted by Form 10-Q of the Exchange Act). CTPI satisfies As of their respective dates, the Radiance Reports complied as to form in all eligibility material respects with the applicable requirements established under of the Securities Act for and/or the use of the Form S-3 Securities Act registration formExchange Act.

SEC Documents. Prior to the date hereof, the Company, voluntarily filed with the Securities and Exchange Commission (the "SEC") all reports, statements, schedules and other documents to its knowledge required to be filed by reporting companies pursuant to the Securities Act and the Exchange Act. Since January 1December 31, 20001998, CTPI all such reports, statements, schedules and its subsidiaries have filed all required other documents (collectively, the "SEC Documents") required to be filed by reporting companies were filed by the Company. As of their respective dates, the SEC Documents filed by CTPI since January 1, 2000 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 SEC Documentsthereunder, and none of the SEC Documents Documents, at the time they were filed by CTPI since January 1with the SEC, 2000 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 As of their respective dates, the financial statements of CTPI included in the SEC Documents filed by CTPI since January 1, 2000 comply (the "Financial Statements") complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Except (i) as may be indicated Securities Purchase Agreement in the notes to the Financial Statements or (ii) in the case of the unaudited interim statements, as permitted by Form 10-Q under the Exchange Act, the Financial Statements have been prepared in accordance with generally accepted accounting principles consistently applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-X) and fairly present, present in all material respects, respects the consolidated or combined financial position of CTPI the Company and its subsidiaries as of the dates thereof and the consolidated or combined results of their its operations and cash flows for the periods then ended (on the basis stated therein and subject, in the case of unaudited statements, to normal recurring year-end audit adjustmentsadjustments and footnotes). CTPI satisfies all eligibility requirements established Except as set forth in the Financial Statements filed with the SEC prior to the date hereof or as set forth on Schedule 3(d), neither the Company nor any of its subsidiaries has any liabilities, whether absolute, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business subsequent to the date of such Financial Statements and (ii) obligations under contracts and commitments incurred in the Securities Act for ordinary course of business and not required under generally accepted accounting principles to be reflected in such Financial Statements, which liabilities and obligations referred to in clauses (i) and (ii), individually or in the use aggregate, are not material to the financial condition or operating results of the Form S-3 Securities Act registration formCompany or any of its subsidiaries.

SEC Documents. Since January 1Cryenco has made available to Chart a true and complete copy of each report, 2000schedule, CTPI registration statement and its subsidiaries definitive proxy statement filed by Cryenco with the SEC since August 31, 1995 (as such documents have filed all required since the time of their filing been amended, the "Cryenco SEC Documents") which are all of the documents that Cryenco was required to file with the SEC since such date. As of their respective dates, the Cryenco SEC Documents filed by CTPI since January 1, 2000 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 Cryenco SEC Documents, and none of the Cryenco SEC Documents at the time they were filed by CTPI since January 1, 2000 as of such dates with the SEC (or 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. Cryenco has previously made available to Chart copies of (i) the consolidated balance sheets of Cryenco and its subsidiaries, as of August 31, for the fiscal years 1995 and 1996 and the related consolidated statements of operations, stockholders equity and cash flows for the fiscal years 1994 through 1996 inclusive as reported in Cryenco's Annual Report on Form 10-K for the fiscal year ended August 31, 1996 filed with the SEC under the Exchange Act, in each case accompanied by the audit report of Ernst & Young LLP, independent auditors with respect to Cryenco and (ii) the unaudited consolidated balance sheet of Cryenco and its subsidiaries as of February 28, 1996 and February 28, 1997 and the related unaudited consolidated statements of operations, stockholders equity and cash flows for the periods then ended as reported in Cryenco's Quarterly Report on Form 10-Q for the period ended February 28, 1997 filed with the SEC under the Exchange Act. The August 31, 1996 consolidated balance sheet of Cryenco (including the related notes) fairly presents the consolidated financial position of Cryenco and its subsidiaries as of the date thereof and the other financial statements referred to in this Section 6.1(e) (including the related notes, where applicable) fairly present (subject in the case of CTPI included the unaudited statements to recurring audit adjustments normal in SEC Documents nature and amount), and the Cryenco financial statements hereafter filed by CTPI since January 1Cryenco with the SEC prior to the Effective Time will fairly present (subject in the case of the unaudited statements to recurring audit adjustments normal in nature and amount), 2000 comply the results of the consolidated operations and changes in stockholders equity and consolidated financial position of Cryenco and its subsidiaries for the respective fiscal periods or as of the respective dates therein set forth. Each of such statements (including the related notes, where applicable) complies, and the Cryenco financial statements hereafter filed by Cryenco with the SEC prior to form the Effective Time will comply, in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect theretothereto and each of such statements (including the related notes, have been where applicable) has been, and the Cryenco financial statements hereafter filed by Cryenco with the SEC prior to the Effective Time will be prepared in accordance with generally accepted accounting principles ("GAAP") consistently applied on a consistent basis during the periods involved (involved, except in each case as may be indicated in such statements or in the notes thereto or, in the case of unaudited statements, as permitted by Rule Form 10-01 Q. The books and records of Regulation S-X) Cryenco and fairly present, its subsidiaries have been and are being maintained in all material respects, the consolidated or combined financial position of CTPI respects in accordance with GAAP and its subsidiaries any other applicable legal and accounting requirements and reflect only actual transactions. Except as of the dates thereof and the consolidated or combined results of their operations and cash flows for the periods then ended disclosed on Schedule 6.1 (on the basis stated therein and subject, in the case of unaudited statementse), to normal year-end audit adjustmentsthe best of its knowledge, Cryenco is not the subject of any review, study, audit, examination, inquiry or other investigation by the SEC ("SEC Investigation"). CTPI satisfies all eligibility requirements established under , nor, to the Securities Act for the use best knowledge of the Form S-3 Securities Act registration formCryenco, is any such SEC Investigation pending or threatened.

SEC Documents. Since January 1Seller has made available to Purchaser a true and complete copy of each report, 2000schedule, CTPI registration statement and its subsidiaries definitive proxy statement filed by Seller with the SEC since March 31, 1994 (as such documents have filed all required since the time of their filing been amended, the "Seller SEC Documents") which are all of the documents (other than preliminary material) that Seller was required to file with the SEC since such date. As of their respective dates, the Seller SEC Documents filed by CTPI since January 1, 2000 complied in all material respects with the requirements of the Securities Act of 1933 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 Seller SEC Documents, and none of the Seller SEC Documents filed by CTPI since January 1, 2000 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 financial statements of CTPI Seller included in the Seller SEC Documents filed by CTPI since January 1, 2000 comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule Form 10-01 Q of Regulation S-Xthe SEC) and fairly presentpresent (subject, in all material respectsthe case of the unaudited statements, to normal, recurring audit adjustments) the consolidated or combined financial position of CTPI and its subsidiaries Seller as of at the dates thereof and the consolidated or combined results of their its operations and cash flows for the periods then ended ended. To the best of its knowledge Seller is not now, nor has it ever been, the subject of any inquiry or other investigation by the SEC (on the basis stated therein and subject"SEC Investigation"), in the case of unaudited statementsnor, to normal year-end audit adjustments). CTPI satisfies all eligibility requirements established under the Securities Act for the use best knowledge of the Form S-3 Securities Act registration formSeller, is any such SEC Investigation pending or threatened.

SEC Documents. Since January 1Jaguar has delivered to the Shareholders a true and correct copy of each of the following documents (the "SEC Documents"): (a) Quarterly Reports on Form 10-QSB for the periods ended June 30, 2000 and September 30, 2000, CTPI (b) Current Report on Form 8-K dated December 14, 2000, (c) Preliminary Information Statement dated January 12, 2001, (d) Definitive Information Statement dated February 1, 2001, (e) Annual Report on Form 10-KSB for the fiscal year ended December 31, 2000, (f) Quarterly Report on Form 10-QSB for the period ended March 31, 2001, (g) Registration Statement on Form S-8 as filed on June 4, 2001, (h) Current Report on Form 8-K dated June 6, 2001 and its subsidiaries have filed (i) Quarterly Report on Form 10-QSB for the period ended June 30, 2001. The SEC Documents constitute all of the documents and reports that Jaguar was required to file with the SEC Documentspursuant to the Exchange Act and the rules and regulations promulgated thereunder by the SEC since June 30, 2000. As of their respective dates, the SEC Documents filed by CTPI since January 1, 2000 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 promulgated thereunder and none of the SEC promulgated thereunder applicable to such SEC Documents, and none of SEC Documents filed by CTPI since January 1, 2000 as of such dates contained any an 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 CTPI the Jaguar included in the SEC Documents filed by CTPI since January 1, 2000 comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited statements, as permitted by the applicable form under the Exchange Act) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-Xthereto) and fairly present, in all material respects, present the consolidated or combined financial position of CTPI and its subsidiaries the Jaguar as of the dates thereof and the their consolidated or combined results statements of their operations operations, stockholders' equity and cash flows for the periods then ended (on the basis stated therein and subject, in the case of unaudited statements, to normal and recurring year-end audit adjustmentsadjustments which were and are not expected to have a Material Adverse Effect). CTPI satisfies all eligibility requirements established under Except as and to the Securities Act for extent set forth on the use consolidated balance sheet of the Form S-3 Securities Act registration formJaguar as of June 30, 2001, including the notes thereto, the Jaguar has no liability or obligation of any nature (whether accrued, absolute, contingent or otherwise and whether required to be reflected on a balance sheet or not), except for liabilities and obligations incurred in the ordinary course of business consistent with past practices since June 30, 2001 which in the aggregate could not reasonably be expected to have a Material Adverse Effect.

SEC Documents. Since Watsxx xxx delivered to the Company each registration statement, report, proxy statement or information statement (as defined in Regulation 14C under the Exchange Act) prepared by it since January 1, 20001994, CTPI which reports constitute all of the documents required to be filed by Watsxx xxxh the Securities and its subsidiaries have Exchange Commission ("SEC") since such date, each in the form (including exhibits and any amendments thereto) filed all required with the SEC Documents(collectively, the "Watsxx Xxxorts"). As of their respective dates, the SEC Documents filed by CTPI since January 1, 2000 Watsxx Xxxorts or (a) complied as to form in all material respects with the applicable 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 SEC Documents, thereunder; and none of SEC Documents filed by CTPI since January 1, 2000 as of such dates contained (b) 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 the light of the circumstances under which they were made, not misleading. The financial statements Watsxx xxx timely filed with the SEC all reports required to be filed under Section 13, 14 and 15(d) of CTPI included in SEC Documents filed by CTPI the Exchange Act since January 1, 2000 comply as to form 1994. Each of the consolidated balance sheets of Watsxx xxxluded in or incorporated by reference into the Watsxx Xxxorts (including the related notes and schedules) fairly present in all material respects with applicable accounting requirements the consolidated financial position of Watsxx xxx the Watsxx Xxxsidiaries as of its date, and the published rules and regulations each of the SEC with respect theretoconsolidated statements of income, have been prepared retained earnings and cash flows of Watsxx xxxluded in accordance with generally accepted accounting principles applied on a consistent basis during or incorporated by reference into the periods involved Watsxx Xxxorts (except as may be indicated in the including any related notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-Xand schedules) and fairly present, present in all material respects, respects the consolidated or combined financial position of CTPI and its subsidiaries as of the dates thereof and the consolidated or combined results of their operations and operations, retained earnings or cash flows flows, as the case may be, of Watsxx xxx the Watsxx Xxxsidiaries for the periods then ended set forth therein (on the basis stated therein and subject, in the case of unaudited statements, to normal year-end audit adjustmentsadjustments which would not be material in amount or effect). CTPI satisfies The financial statements of Watsxx, xxcluding the notes thereto, included in or incorporated by reference into the SEC Documents comply as to form in all eligibility material respects with applicable accounting requirements established under and with the Securities Act for the use published rules and regulations of the Form S-3 Securities Act registration formSEC with respect thereto, and have been prepared in accordance with generally accepted accounting principles consistently applied (except as may be indicated in the notes thereto), Since January 1, 1994, there has been no material change in Watsxx'x xxxounting methods or principles except as described in the notes to such Watsxx xxxancial statements.

SEC Documents. Since January 1TDI hereby makes reference to the documents filed with the United States Securities and Exchange Commission (the "SEC"), 2000as posted on the SEC's website, CTPI www.sec.gov: (collectively, the "XXX Xxxxxxnts"). TDI is not subject to the reporting obligations of the Securities Exchange Act of 1934 ("Exchange Act") and its subsidiaries have the rules and regulations promulgated thereunder by the SEC, and TDI has filed all required the SEC DocumentsDocuments as a voluntary filer. As of their respective dates, the SEC Documents filed by CTPI since January 1, 2000 complied in all material respects with the requirements of the Securities Act or and/or the Exchange Act, as the case may berequire, and the rules and regulations promulgated thereunder and none of the SEC promulgated thereunder applicable to such SEC Documents, and none of SEC Documents filed by CTPI since January 1, 2000 as of such dates contained any an 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 CTPI TDI included in the SEC Documents filed by CTPI since January 1, 2000 comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles in the United States (except, in the case of unaudited statements, as permitted by the applicable form under the Securities Act and/or the Exchange Act) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-Xthereto) and fairly present, in all material respects, present the consolidated or combined financial position of CTPI and its subsidiaries TDI as of the dates thereof and the its consolidated or combined results statements of their operations operations, stockholders' equity and cash flows for the periods then ended (on the basis stated therein and subject, in the case of unaudited statements, to normal and recurring year-end audit adjustmentsadjustments which were and are not expected to have a material adverse effect on TDI, its business, financial condition or results of operations). CTPI satisfies all eligibility requirements established under Except as and to the Securities Act for extent set forth on the use consolidated balance sheet of TDI as of March 31, 2005, including the Form S-3 Securities Act registration formnotes thereto, TDI has no liability or obligation of any nature (whether accrued, absolute, contingent or otherwise and whether required to be reflected on a balance sheet or not).

SEC Documents. Since January 1The Company has filed with the SEC all reports, 2000statements, CTPI schedules and its subsidiaries have filed all required other documents (collectively, the "SEC Documents") required to be filed by it pursuant to the Securities Act of 1933, as amended from time to time (the “Securities Act”), and the Securities Exchange Act of 1934, as amended from time to time (the “Exchange Act”). All SEC Documents required to be filed were timely filed. As of their respective dates, the SEC Documents filed by CTPI since January 1, 2000 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 SEC Documentsthereunder, and none of the SEC Documents Documents, at the time they were filed by CTPI since January 1with the SEC, 2000 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 As of their respective dates, the financial statements of CTPI included in the SEC Documents filed by CTPI since January 1, 2000 comply (the "Financial Statements") complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Except (a) as may be indicated in the notes to the Financial Statements or (b) in the case of the unaudited interim statements, as permitted by Form 10-Q under the Exchange Act, the Financial Statements have been prepared in accordance with generally accepted accounting principles consistently applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-X) and fairly present, present in all material respects, respects the consolidated or combined and consolidating financial position of CTPI and its subsidiaries the Company as of the dates thereof and the consolidated or combined results of their its operations and cash flows for the periods then ended (on the basis stated therein and subject, in the case of unaudited statements, to normal recurring year-end audit adjustmentsadjustments and footnotes). CTPI satisfies all eligibility requirements established Except as set forth in the Financial Statements filed with the SEC prior to the date hereof, the Company has no liabilities, whether absolute, contingent or otherwise, other than (x) liabilities incurred in the ordinary course of business subsequent to the date of such Financial Statements, (y) obligations under contracts and commitments incurred in the Securities Act for ordinary course of business and not required under generally accepted accounting principles to be reflected in such Financial Statements, which liabilities and obligations referred to in clauses (x) and (y), individually or in the use aggregate, are not material to the financial condition or operating results of the Form S-3 Securities Act registration formCompany and (z) liabilities and obligations incurred in connection with the closing of the transactions contemplated hereby. Seller or the Company has provided a copy of all Financial Statements and all internal corporate financial statements, balance sheets, operating statements and similar financial records and related work papers, whether used in the preparation of the Financial Statements or in the ordinary course of the Company’s business.

SEC Documents. Since The Company has filed all required reports, schedules, forms, statements and other documents with the SEC since January 1, 20001996 (such documents, CTPI together with all exhibits and its subsidiaries have filed all required schedules thereto and documents incorporated by reference therein, collectively referred to herein as the "Company SEC Documents"). As of their respective dates, the Company SEC Documents filed by CTPI since January 1, 2000 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 filed by CTPI since January 1, 2000 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 CTPI the Company included in the Company SEC Documents filed by CTPI since January 1, 2000 comply as to form complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with 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 or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-XX of the SEC) and fairly present, in all material respects, present the consolidated or combined financial position of CTPI the Company and its consolidated subsidiaries as of the dates thereof and the consolidated or combined results of their operations and cash flows for the periods then ended (on the basis stated therein and subject, in the case of unaudited statements, to normal year-end audit adjustmentsadjustments and other adjustments described therein). CTPI satisfies all eligibility requirements established under Except as set forth in the Securities Act Company SEC Documents, since the date of filing of such financial statements until the date hereof there has been no Material Adverse Change with respect to the Company and its subsidiaries taken as a whole. The preliminary consolidated statements of operations for the use year ended January 31, 1999 and the consolidated balance sheet at January 31, 1999 of the Form S-3 Securities Act registration formCompany and its subsidiaries, in the form disclosed in Section 3.1(e) of the Company Disclosure Letter, are true and correct in all material respects.

SEC Documents. Since January 1QLI hereby makes reference to the following documents filed with the United States Securities and Exchange Commission (the “SEC”), 2000as posted on the SEC’s website, CTPI and its subsidiaries have filed all required wxx.xxx.xxx: (collectively, the “SEC Documents”): (a) Registration Statement on Form SB-2 as filed on December 23, 2004, and all amendments thereto; (b) Annual Report on Form 10-KSB for the fiscal year ended December 31, 2005 and any amendments thereto; (c) Quarterly Reports on Form 10-QSB for the periods ended March 31, 2005, June 30, 2005, September 30, 2005, March 31, 2006, and any amendments thereto; and (d) Current Reports on Form 8-K filed in 2005 through the date of Closing. The SEC Documents constitute all of the documents and reports that QLI was required to file with the SEC pursuant to the Securities Exchange Act of 1934 (“Exchange Act”) and the rules and regulations promulgated thereunder by the SEC since the effectiveness of QLI’s Form SB-2. As of their respective dates, the SEC Documents filed by CTPI since January 1, 2000 complied in all material respects with the requirements of the Securities Act or and/or the Exchange Act, as the case may berequire, and the rules and regulations promulgated thereunder and none of the SEC promulgated thereunder applicable to such SEC Documents, and none of SEC Documents filed by CTPI since January 1, 2000 as of such dates contained any an 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 CTPI QLI included in the SEC Documents filed by CTPI since January 1, 2000 comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles in the United States (except, in the case of unaudited statements, as permitted by the applicable form under the Securities Act and/or the Exchange Act) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-Xthereto) and fairly present, in all material respects, present the consolidated or combined financial position of CTPI and its subsidiaries QLI as of the dates thereof and the consolidated or combined results its statements of their operations operations, stockholders’ equity and cash flows for the periods then ended (on the basis stated therein and subject, in the case of unaudited statements, to normal and recurring year-end audit adjustmentsadjustments which were and are not expected to have a material adverse effect on QLI, its business, financial condition or results of operations). CTPI satisfies all eligibility requirements established under Except as and to the Securities Act for extent set forth on the use consolidated balance sheet of QLI as of December 31, 2005, including the Form S-3 Securities Act registration formnotes thereto, QLI has no liability or obligation of any nature (whether accrued, absolute, contingent or otherwise and whether required to be reflected on a balance sheet or not).

SEC Documents. Since Fresh Juice has made available to Hansxx'x xxx the Selling Stockholders (or, with respect to documents filed subsequent to the date of this Agreement, will make available to Hansxx'x) x true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Fresh Juice with the SEC since January 1, 20001996 (such documents, CTPI and its subsidiaries have filed all required as amended since the time of their filing, being referred to herein as the "Fresh Juice SEC Documents"), which are all the documents (other than preliminary material) that Fresh Juice was required to file with the SEC since such date. As of their respective dates, the Fresh Juice SEC Documents filed by CTPI since January 1, 2000 complied or will comply 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 Fresh Juice SEC Documents, and none of the Fresh Juice SEC Documents filed by CTPI since January 1, 2000 as of such dates 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 light of the circumstances under which they were made, not misleading; provided that disclosures as of a later date shall be deemed to modify disclosures of an earlier date. The financial statements of CTPI Fresh Juice included in the Fresh Juice SEC Documents filed by CTPI since and to be filed subsequent to January 1, 2000 1996 comply as to form and will comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC and with respect thereto, have been and will be prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Rule Form 10-01 QSB of Regulation S-Xthe SEC) and fairly presentpresent and will fairly present (subject, in all material respectsthe case of the unaudited statements, to recurring audit adjustments normal in nature and amount) the consolidated or combined financial position of CTPI and its subsidiaries Fresh Juice as of at the dates thereof and the consolidated or combined results of their its operations and cash flows or changes in financial position for the periods then ended (on ended. Hansxx'x xxx the basis stated therein Selling Stockholders have had an opportunity to review these documents and subject, in the case of unaudited statements, to normal year-end audit adjustments)ask questions about such documents. CTPI satisfies all eligibility requirements established under the Securities Act for the use of the Form S-3 Securities Act registration form.5.24

SEC Documents. Since January 1, 2000, CTPI and its subsidiaries have (a) WHG has filed all required forms, reports and documents, including, but not limited to WHG's Form 10-K filed with respect to the year ended June 30, 1997, with the Securities and Exchange Commission ("SEC") since the earliest date on which WHG became subject to the reporting obligations of Section 13 or 15(d) of the Exchange Act (collectively, the "WHG SEC DocumentsReports") all of which were prepared in accordance with the applicable requirements of the Exchange Act and the Securities Act and the rules and regulations promulgated thereunder (collectively, the "Securities Laws"). As of their respective dates, the WHG SEC Documents filed by CTPI since January 1, 2000 Reports (i) complied as to form in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, Laws and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of SEC Documents filed by CTPI since January 1, 2000 as of such dates 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 made therein, in the light of the circumstances under which they were made, not misleading. The financial statements Each of CTPI the consolidated balance sheets of WHG and of any non-consolidated entity included in or incorporated by reference into the WHG SEC Documents filed by CTPI since January 1, 2000 comply as to form in all material respects with applicable accounting requirements Reports (including the related notes and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-Xschedules) and fairly present, in all material respects, presents the consolidated or combined financial position of CTPI WHG and its subsidiaries such non-consolidated entities as of their dates and each of the dates thereof consolidated statements of income, retained earnings and cash flows of WHG and of any non-consolidated entity included in or incorporated by reference into the WHG SEC Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of WHG and the consolidated or combined results of their operations WHG Subsidiaries and cash flows the non-consolidate entities for the periods then ended set forth therein (on the basis stated therein and subject, in the case of unaudited statements, to normal year-end audit adjustmentsadjustments which would not be material in amount or effect). CTPI satisfies all eligibility requirements established under , in each case in accordance with generally accepted accounting principles consistently applied during the Securities Act for periods involved, except, in the use case of the unaudited statements, as permitted by Form S-3 Securities Act registration form10-Q pursuant to Section 13 or 15(d) of the Exchange Act.

SEC Documents. Since January 1, 2000, CTPI and its subsidiaries have Parent has filed all required forms, reports, exhibits, schedules, statements and other documents with the SEC Documentssince September 2, 1998 (collectively, the "Parent SEC Reports"), all of which were prepared in accordance with the applicable requirements of the Securities Laws. All required Parent SEC Reports have been filed with the SEC and constitute all forms, reports, exhibits, schedules, statements and other documents required to be filed by Parent under the Securities Laws since September 2, 1998. As of their respective dates, the Parent SEC Documents filed Reports, including any financial statement or schedules included or incorporated therein by CTPI since January 1, 2000 reference (i) complied as to form in all 34 41 material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, Laws and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of SEC Documents filed by CTPI since January 1, 2000 as of such dates 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 made therein, in the light of the circumstances under which they were made, not misleading. The financial statements Each of CTPI the consolidated balance sheets of Parent included in or incorporated by reference into Parent SEC Documents filed by CTPI since January 1, 2000 comply as to form in all material respects with applicable accounting requirements Reports (including the related notes and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-Xschedules) and fairly present, in all material respects, presents the consolidated or combined financial position of CTPI and its subsidiaries as of the dates thereof and the consolidated or combined results of their operations and cash flow position of Parent and Parent Subsidiaries as of its date and each of the consolidated statements of income, retained earnings and cash flows of Parent included in or incorporated by reference into Parent SEC Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of Parent and Parent Subsidiaries for the periods then ended set forth therein (on the basis stated therein and subject, in the case of unaudited statements, to normal year-end audit adjustmentsadjustments which would not be material in amount or effect). CTPI satisfies all eligibility requirements established under , in each case in accordance with generally accepted accounting principles consistently applied during the Securities Act for periods involved, except as may be noted therein and except, in the use case of the unaudited statements, as permitted by Form S-3 Securities 10-Q pursuant to Section 13 or 15(d) of the Exchange Act. All of such balance sheets and statements complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. No Parent Subsidiary is subject to the periodic reporting requirements of the Exchange Act registration formor is otherwise required to file any documents with the SEC or any national securities exchange or quotation service or comparable Governmental Entity.

SEC Documents. Since January 1VNUN hereby makes reference to all documents it has filed with the United States Securities and Exchange Commission (the “SEC”), 2000some of which are posted on the SEC’s website, CTPI and its subsidiaries have filed all required xxx.xxx.xxx: (collectively, the “SEC Documents”), including without limitation: (a) Registration Statement on Form S-18 as filed in 1986, and all amendments thereto; (b) Annual Report on Form 10-KSB for the fiscal year ended December 31, 2005 and any amendments thereto; (c) Quarterly Reports on Form 10-QSB for the periods ended March 31, 2006, June 30, 2006, September 30, 2006, and any amendments thereto; and (d) Current Reports on Form 8-K filed in 2006 through the date of Closing. The SEC Documents constitute all of the documents and reports that VNUN was required to file with the SEC pursuant to the Securities Exchange Act of 1934 (“Exchange Act”) and the rules and regulations promulgated thereunder by the SEC since the effectiveness of VNUN’s Form SB-2. As of their respective dates, the SEC Documents filed by CTPI since January 1, 2000 complied in all material respects with the requirements of the Securities Act or and/or the Exchange Act, as the case may berequire, and the rules and regulations promulgated thereunder and none of the SEC promulgated thereunder applicable to such SEC Documents, and none of SEC Documents filed by CTPI since January 1, 2000 as of such dates contained any an 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 CTPI VNUN included in the SEC Documents filed by CTPI since January 1, 2000 comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles in the United States (except, in the case of unaudited statements, as permitted by the applicable form under the Securities Act and/or the Exchange Act) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-Xthereto) and fairly present, in all material respects, present the consolidated or combined financial position of CTPI and its subsidiaries VNUN as of the dates thereof and the its consolidated or combined results statements of their operations operations, shareholders’ equity and cash flows for the periods then ended (on the basis stated therein and subject, in the case of unaudited statements, to normal and recurring year-end audit adjustmentsadjustments which were and are not expected to have a material adverse effect on VNUN, its business, financial condition or results of operations). CTPI satisfies all eligibility requirements established under Except as and to the Securities Act for extent set forth on the use consolidated balance sheet of VNUN as of December 31, 2005, including the Form S-3 Securities Act registration formnotes thereto, VNUN has no liability or obligation of any nature (whether accrued, absolute, contingent or otherwise and whether required to be reflected on a balance sheet or not). Neither VNUN nor its officers or directors have received any correspondence from the SEC commenting on any SEC Document.

SEC Documents. Since January 1, 2000, CTPI and its subsidiaries have Parent has filed all required forms, reports, ------------- exhibits, schedules, statements and other documents with the SEC Documentssince September 2, 1998 (collectively, the "Parent SEC Reports"), all of which were prepared in ------------------ accordance with the applicable requirements of the Securities Laws. All required Parent SEC Reports have been filed with the SEC and constitute all forms, reports, exhibits, schedules, statements and other documents required to be filed by Parent under the Securities Laws since September 2, 1998. As of their respective dates, the Parent SEC Documents filed Reports, including any financial statement or schedules included or incorporated therein by CTPI since January 1, 2000 reference (i) complied as to form in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, Laws and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of SEC Documents filed by CTPI since January 1, 2000 as of such dates 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 made therein, in the light of the circumstances under which they were made, not misleading. The financial statements Each of CTPI the consolidated balance sheets of Parent included in or incorporated by reference into Parent SEC Documents filed by CTPI since January 1, 2000 comply as to form in all material respects with applicable accounting requirements Reports (including the related notes and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-Xschedules) and fairly present, in all material respects, presents the consolidated or combined financial position of CTPI and its subsidiaries as of the dates thereof and the consolidated or combined results of their operations and cash flow position of Parent and Parent Subsidiaries as of its date and each of the consolidated statements of income, retained earnings and cash flows of Parent included in or incorporated by reference into Parent SEC Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of Parent and Parent Subsidiaries for the periods then ended set forth therein (on the basis stated therein and subject, in the case of unaudited statements, to normal year-end audit adjustmentsadjustments which would not be material in amount or effect). CTPI satisfies all eligibility requirements established under , in each case in accordance with generally accepted accounting principles consistently applied during the Securities Act for periods involved, except as may be noted therein and except, in the use case of the unaudited statements, as permitted by Form S-3 Securities 10-Q pursuant to Section 13 or 15(d) of the Exchange Act. All of such balance sheets and statements complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. No Parent Subsidiary is subject to the periodic reporting requirements of the Exchange Act registration formor is otherwise required to file any documents with the SEC or any national securities exchange or quotation service or comparable Governmental Entity.

SEC Documents. Since January 1For at least twelve (12) calendar months immediately preceding the date hereof, 2000, CTPI and its subsidiaries have CryoLife has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the Securities and Exchange Commission (the “SEC”) pursuant to the reporting requirements of the Securities Exchange Act of 1934 (the “Exchange Act”) (all of the foregoing filed prior to the date hereof, and all exhibits included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “SEC Documents”). True, correct and complete copies of the SEC Documents are available on the XXXXX system. As of their respective filing dates, the SEC Documents filed by CTPI since January 1, 2000 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 the SEC Documents, and none of the SEC Documents Documents, at the time they were filed by CTPI since January 1with the SEC, 2000 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. The As of their respective filing dates, the financial statements of CTPI CryoLife included in the SEC Documents filed by CTPI since January 1, 2000 comply complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, . Such financial statements have been prepared in accordance with U.S. generally accepted accounting principles applied on a consistent basis principles, consistently applied, during the periods involved (except (A) as may be otherwise indicated in such financial statements or the notes thereto orthereto, or (B) in the case of unaudited interim statements, as permitted by Rule 10-01 of Regulation S-Xto the extent they may exclude footnotes or may be condensed or summary statements) and fairly present, present in all material respects, respects the consolidated or combined financial position of CTPI and its subsidiaries CryoLife as of the dates thereof and the consolidated or combined results of their operations and cash flows of CryoLife for the periods then ended (on the basis stated therein and subject, in the case of unaudited statements, to normal year-end audit adjustments). CTPI satisfies all eligibility requirements established under the Securities Act for the use of the Form S-3 Securities Act registration form.

SEC Documents. Since The reports, schedules, registration statements and definitive proxy statements (including all exhibits) filed by Carlyle with the SEC since January 1, 20001999, CTPI and its subsidiaries have filed including all required amendments thereto (the "Carlyle SEC Documents"), are all the documents (other than preliminary material) that Carlyle was required to file with the SEC since such date. As of their respective dates, (i) the Carlyle SEC Documents filed by CTPI since January 1, 2000 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 Carlyle SEC Documents, and (ii) none of the Carlyle SEC Documents filed by CTPI since January 1, 2000 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 financial statements of CTPI Carlyle included in the Carlyle SEC Documents filed by CTPI since January 1(such financial statements as of and for the year ended December 31, 2000 comply 2001 being referred to hereinafter as the "Carlyle Year-End Financial Statements" and the balance sheet included in such financial statements as of December, 31, 2001 being referred to form as the "Carlyle Balance Sheet"), and the unaudited financial statements of Carlyle and its subsidiaries for the fiscal quarter ended March 31, 2002, complied in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited financial statements, as permitted by Rule Form 10-01 Q of Regulation S-Xthe SEC) and fairly present, in all material respects, present the consolidated or combined financial position of CTPI Carlyle and its consolidated subsidiaries as of at the dates thereof and the consolidated or combined results of their operations operations, stockholders' equity and cash flows for the periods then ended (on the basis stated therein and subjectin accordance with GAAP, in the case of unaudited statements, subject to normal year-end audit adjustmentsadjustments in the case of the March 31, 2002 financial statements. As of December 31, 2001, neither Carlyle nor any of its subsidiaries had any material liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, that would be required by GAAP to be reflected on a consolidated balance sheet of Carlyle and its subsidiaries (including the notes thereto) and which were not reflected on the Carlyle Balance Sheet. Since December 31, 2001, except as and to the extent set forth in the Carlyle SEC Documents and except for liabilities or obligations incurred in the ordinary course of business consistent with past practice and of substantially the same character, type and magnitude as incurred in the past, neither Carlyle nor any of its subsidiaries has incurred any liabilities of any nature, whether or not accrued, contingent or otherwise, that would have a Material Adverse Effect on Carlyle, or would be required by GAAP to be reflected on a consolidated balance sheet of Carlyle and its subsidiaries (including the notes thereto). CTPI satisfies all eligibility requirements established under the Securities Act for the use All material agreements, contracts and other documents required to be filed as exhibits to any of the Form S-3 Securities Act registration Carlyle SEC Documents have been so filed. No subsidiary of Carlyle is required to file any form, report or other document with the SEC.

SEC Documents. Since January 1BICC has provided to Seller and the Shareholder its Registration Statement on Form 10, 2000Annual Report on Form 10-K for the year ended September 30, CTPI 1996, its Quarterly Reports on Form 10-Q for the quarters ended December 31, 1996 and March 31, 1997, and its subsidiaries have filed all required proxy statement with respect to the Annual Meeting of Stockholders held on February 20, 1997 (such documents collectively referred to herein as the "SEC Documents"). As of their respective dates, the SEC Documents filed by CTPI since January 1, 2000 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 Commission promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents filed by CTPI since January 1, 2000 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 CTPI BICC included in the SEC Documents filed by CTPI since January 1, 2000 comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Commission with respect thereto, have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-Xthereto) and fairly present, in all material respects, present the consolidated or combined financial position of CTPI BICC and its subsidiaries consolidated Subsidiaries as of the dates thereof and the consolidated or combined results of their operations and cash flows for the periods then ended (on the basis stated therein and subject, except in the case of unaudited statements, to interim period financial information for normal year-end audit adjustments). CTPI satisfies all eligibility requirements established under All material agreements, contracts and other documents required to be filed as exhibits to the Securities Act SEC Documents have been so filed. The consolidated balance sheet included in BICC's Quarterly Report on Form 10-Q for the use quarter ended March 31, 1997 (the "Form 10-Q") reflects, as of the Form S-3 Securities Act registration formdate thereof, all liabilities, debts and obligations of any nature, kind or manner of BICC and its subsidiaries, whether direct, accrued, absolute, contingent or otherwise, and whether due or to become due that are required to be reflected on such balance sheet under generally accepted accounting principles consistently applied.

SEC Documents. Since Price REIT has delivered or made available to Kimco each registration statement, report, proxy statement or information statement and all exhibits thereto prepared by it or relating to its properties (including registration statements covering mortgage pass-through certificates) since January 1, 20001995, CTPI which are set forth on the Price REIT Disclosure Letter, each in the form (including exhibits and its subsidiaries have any amendments thereto) filed with the United States Securities and Exchange Commission (the "SEC") (collectively, the "Price REIT Reports"). The Price REIT Reports, which were filed with the SEC in a timely manner, constitute all forms, reports and documents required SEC Documentsto be filed by Price REIT under the Securities Act, the Exchange Act and the rules and regulations promulgated thereunder (the "Securities Laws"). As of their respective dates, the SEC Documents filed by CTPI since January 1, 2000 Price REIT Reports (i) complied as to form in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, Laws and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of SEC Documents filed by CTPI since January 1, 2000 as of such dates 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 made therein, in the light of the circumstances under which they were made, not misleading. The financial statements Each of CTPI the consolidated balance sheets of Price REIT included in SEC Documents filed or incorporated by CTPI since January 1, 2000 comply as to form in all material respects with applicable accounting requirements reference into the Price REIT Reports (including the related notes and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-Xschedules) and fairly present, in all material respects, presents the consolidated or combined financial position of CTPI Price REIT and its subsidiaries Subsidiaries as of the dates thereof its date and each of the consolidated or combined results statements of their operations income, retained earnings and cash flows of Price REIT included in or incorporated by reference into the Price REIT Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of Price REIT and its Subsidiaries for the periods then ended set forth therein (on the basis stated therein and subject, in the case of unaudited statements, to normal year-end audit adjustmentsadjustments which would not be material in amount or effect). CTPI satisfies all eligibility requirements established under , in each case in accordance with generally accepted accounting principles consistently applied during the Securities Act for periods involved, except as may be noted therein and except, in the use case of the unaudited statements, as permitted by Form S-3 Securities Act registration form10-Q of the SEC. Except as and to the extent set forth on the consolidated balance sheet of Price REIT and its Subsidiaries at September 30, 1997, including all notes thereto, or as set forth in the Price REIT Reports, neither Price REIT nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected on, or reserved against in, a balance sheet of Price REIT or in the notes thereto, prepared in accordance with generally accepted accounting principles consistently applied other than any such liabilities or obligations that, individually or in the aggregate, would not have a Price REIT Material Adverse Effect.

SEC Documents. Since January 1JSRC hereby makes reference to the following documents filed with the United States Securities and Exchange Commission (the "SEC"), 2000as posted on the SEC's website, CTPI www.sec.gov: (collectively, xxx "XXX Documents"): (a) Registration Statement on Form SB-2 as filed on October 2, 2002, and its subsidiaries have all amendments thereto; (b) Annual Report on Form 10-KSB for the fiscal year ended December 31, 2003; and (c) Quarterly Reports on Form 10-QSB for the periods ended March 31, 2003, June 30, 2003, September 30, 2003, and March 31, 2004, and any amendments thereto. The SEC Documents constitute all of the documents and reports that JSRC was required to file with the SEC pursuant to the Securities Exchange Act of 1934 ("Exchange Act") and the rules and regulations promulgated thereunder by the SEC since the effectiveness of JSRC's Form SB-2 filed all required SEC Documentson October 2, 2002. As of their respective dates, the SEC Documents filed by CTPI since January 1, 2000 complied in all material respects with the requirements of the Securities Act or and/or the Exchange Act, as the case may berequire, and the rules and regulations promulgated thereunder and none of the SEC promulgated thereunder applicable to such SEC Documents, and none of SEC Documents filed by CTPI since January 1, 2000 as of such dates contained any an 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 CTPI JSRC included in the SEC Documents filed by CTPI since January 1, 2000 comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles in the United States (except, in the case of unaudited statements, as permitted by the applicable form under the Securities Act and/or the Exchange Act) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-Xthereto) and fairly present, in all material respects, present the consolidated or combined financial position of CTPI and its subsidiaries JSRC as of the dates thereof and the its consolidated or combined results statements of their operations operations, stockholders' equity and cash flows for the periods then ended (on the basis stated therein and subject, in the case of unaudited statements, to normal and recurring year-end audit adjustmentsadjustments which were and are not expected to have a material adverse effect on JSRC, its business, financial condition or results of operations). CTPI satisfies all eligibility requirements established under Except as and to the Securities Act for extent set forth on the use consolidated balance sheet of JSRC as of December 31, 2003, including the Form S-3 Securities Act registration formnotes thereto, JSRC has no liability or obligation of any nature (whether accrued, absolute, contingent or otherwise and whether required to be reflected on a balance sheet or not).

SEC Documents. Since January 1INDI hereby makes reference to the following documents filed with the United States Securities and Exchange Commission (the "SEC"), as posted on the SEC's website, XXX.XXX.XXX: (collectively, the "SEC Documents"): (a) Annual Report on Form 10-KSB for the fiscal year ended December 31, 2001; (b) General Form For Registration of Securities Of Small Business Issuers on Form 10-SB12G as filed on December 4, 2000, CTPI and its subsidiaries have all amendments thereto; and (c) Quarterly Reports on Form 10-QSB for the periods ended March 31, 2001, June 30, 2001, September 30, 2001, March 31, 2002, June 30, 2002 and September 30, 2002, and all amendments thereto. The SEC Documents constitute all of the documents and reports that INDI was required to file with the SEC pursuant to the Securities Exchange Act of 1934 ("Exchange Act") and the rules and regulations promulgated thereunder by the SEC since the effectiveness of INDI's Form 10-SB12G filed all required SEC Documentson December 4, 2000. As of their respective dates, the SEC Documents filed by CTPI since January 1, 2000 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 promulgated thereunder and none of the SEC promulgated thereunder applicable to such SEC Documents, and none of SEC Documents filed by CTPI since January 1, 2000 as of such dates contained any an 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 CTPI INDI included in the SEC Documents filed by CTPI since January 1, 2000 comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles in the United States (except, in the case of unaudited statements, as permitted by the applicable form under the Exchange Act) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-Xthereto) and fairly present, in all material respects, present the consolidated or combined financial position of CTPI and its subsidiaries INDI as of the dates thereof and the consolidated or combined results its statements of their operations operations, stockholders' equity and cash flows for the periods then ended (on the basis stated therein and subject, in the case of unaudited statements, to normal and recurring year-end audit adjustmentsadjustments which were and are not expected to have a material adverse effect on INDI, its business, financial condition or results of operations). CTPI satisfies all eligibility requirements established under Except as and to the Securities Act extent set forth on the consolidated balance sheet of INDI as of September 30, 2002, including the notes thereto, INDI has no liability or obligation of any nature (whether accrued, absolute, contingent or otherwise and whether required to be reflected on a balance sheet or not), except for liabilities and obligations incurred in the use ordinary course of business consistent with past practices since September 30, 2002 which in the Form S-3 Securities Act registration formaggregate could not reasonably be expected to have a material adverse effect on INDI, its business, financial condition or results of operations.

SEC Documents. Since January SSMI hereby makes reference to the following documents filed with the United States Securities and Exchange Commission (the “SEC”), as posted on the SEC’s website, xxx.xxx.xxx: (collectively, the “SEC Documents”): (a) Annual Report on Form 10-KSB for the fiscal year ended May 31, 2006; (b) Form SB-2 filed with the SEC on December 12, 2006, and (c) Quarterly Reports on Form 10-QSB for the periods ended February 28, August 31 and November 30, 2006; and (c) Quarterly Report on Form 10-QSB for the period ended February 28, 2007; and any amendments thereto. The SEC Documents constitute all of the documents and reports that SSMI was required to file with the SEC pursuant to the Securities Exchange Act of 1934 (“Exchange Act”) and the rules and regulations promulgated thereunder by the SEC since February 1, 2000, CTPI and its subsidiaries have filed all required SEC Documents2006. As of their respective dates, the SEC Documents filed by CTPI since January 1, 2000 complied in all material respects with the requirements of the Securities Act or and/or the Exchange Act, as the case may berequire, and the rules and regulations promulgated thereunder and none of the SEC promulgated thereunder applicable to such SEC Documents, and none of SEC Documents filed by CTPI since January 1, 2000 as of such dates contained any an 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 CTPI SSMI included in the SEC Documents filed by CTPI since January 1, 2000 comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) (except, in the case of unaudited statements, as permitted by the applicable form under the Securities Act or the Exchange Act) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-Xthereto) and fairly present, in all material respects, present the consolidated or combined financial position of CTPI and its subsidiaries SSMI as of the dates thereof and the its consolidated or combined results statements of their operations operations, stockholders’ equity and cash flows for the periods then ended (on the basis stated therein and subject, in the case of unaudited statements, to normal and recurring year-end audit adjustmentsadjustments which were and are not expected to have a material adverse effect on SSMI, its business, financial condition or results of operations). CTPI satisfies all eligibility requirements established under Except as and to the Securities Act for extent set forth on the use balance sheet of SSMI as of December 31, 2006, including the Form S-3 Securities Act registration formnotes thereto, SSMI has no liability or obligation of any nature (whether accrued, absolute, contingent or otherwise and whether required to be reflected on a balance sheet or not).

SEC Documents. Since January 1Except pursuant to a confidentiality agreement, 2000if any, CTPI and its subsidiaries the Company has not provided to the Investor any information which according to applicable law, rule or regulation, should have filed all required SEC Documentsbeen disclosed publicly prior to the date hereof by the Company but which has not been so disclosed. As of their respective datesdates or their restated dates (if so restated), the SEC Documents complied, and all similar documents filed by CTPI since January 1with the SEC prior to the Closing Date will comply, 2000 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 SEC Documents, and none of the SEC Documents contained, nor will any similar document filed by CTPI since January 1with the SEC prior to the Closing Date contain, 2000 as of such dates contained 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 CTPI the Company included in the SEC Documents Documents, as of the dates thereof (or the restated dates, if so restated), complied, and all similar documents filed by CTPI since January 1with the SEC prior to the Closing Date will comply, 2000 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, have been . 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, 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 Rule Form 10-01 Q or 10-QSB of Regulation S-Xthe SEC) and fairly present, present in all material respects, respects the consolidated or combined financial position of CTPI the Company and its consolidated subsidiaries as of the dates thereof and the consolidated or combined results of their operations and cash flows for the periods then ended (on the basis stated therein and subject, in the case of unaudited statements, to normal year-end audit adjustments). CTPI satisfies all eligibility requirements established under the Securities Act for the use of the Form S-3 Securities Act registration form.

SEC Documents. Since January 1, 20001997, CTPI and its subsidiaries have Acquiror has filed or, in the case of the Acquiror Post-Signing SEC Documents (as defined in Section 6.10), will file all required reports, schedules, forms, statements and other Documents with the SEC (collectively, including the Acquiror Post-Signing SEC Documents, the "Acquiror -------- SEC Documents"). As of their respective filing dates, the Acquiror SEC -------------- Documents filed by CTPI since January 1complied or, 2000 complied in the case of the Acquiror Post-Signing SEC Documents, will comply as to form in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations none of the Acquiror SEC promulgated thereunder applicable to such Documents contained or, in the case of the Acquiror Post-Signing SEC Documents, and none of SEC Documents filed by CTPI since January 1will contain, 2000 as of such dates contained any untrue statement of a material fact or omitted or, in the case of the Acquiror Post-Signing SEC Documents, will 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 or are made, not misleading. The consolidated financial statements of CTPI Acquiror included in the Acquiror SEC Documents filed by CTPI since January 1comply or, 2000 comply in the case of the Acquiror Post- Signing SEC Documents, will comply, as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been or, in the case of the Acquiror Post- Signing SEC Documents, will have been prepared in accordance with generally accepted accounting principles GAAP (except, in the case of unaudited statements, for the lack of normal year-end adjustments and the absence of footnotes and as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved subject thereto (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-Xthereto) and fairly present, in all material respects, present the consolidated or combined financial position of CTPI Acquiror and its consolidated subsidiaries as of the dates thereof and the consolidated or combined results of their operations and cash flows for the periods then ended (on the basis stated therein and subject, in the case of unaudited statements, to normal year-end audit adjustmentsadjustments and the absence of footnotes). CTPI satisfies all eligibility requirements established under Except as disclosed in the Securities Act for Acquiror SEC Documents, as required by GAAP or as required by any Governmental Entity, Acquiror has not, since December 31, 1998, made any change in accounting practices or policies applied in the use preparation of the Form S-3 Securities Act registration formfinancial statements.

SEC Documents. Since January 1Camco has made available to STC a true and complete copy of each report, 2000schedule, CTPI registration statement and its subsidiaries have definitive proxy statement filed all required by Camco with the SEC since December 31, 1995 and prior to the date of this Merger Agreement (the "Camco SEC Documents") which are all the documents that Camco was required to file with the SEC since such date. As of their respective dates, the Camco SEC Documents filed by CTPI since January 1, 2000 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 Camco SEC Documents, and none of the Camco SEC Documents contained when filed by CTPI since January 1, 2000 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 CTPI Camco included in the Camco SEC Documents filed by CTPI since January 1, 2000 comply complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-XX of the SEC) and fairly present, present in all material respects, the consolidated or combined financial position accordance with applicable requirements of CTPI and its subsidiaries as of the dates thereof and the consolidated or combined results of their operations and cash flows for the periods then ended GAAP (on the basis stated therein and subject, in the case of the unaudited statements, to normal year-end audit adjustments). CTPI satisfies all eligibility requirements established under adjustments and other adjustments discussed therein) the Securities Act for consolidated financial position of Camco and its consolidated Subsidiaries as of their respective dates and the use of the Form S-3 Securities Act registration form.consolidated

SEC Documents. Since January 1Tristar has provided to Seller its Registration Statement on Form S-8, 2000Annual Report on Form 10-K for the year ended August 29, CTPI 1998, Quarterly Reports on Form 10-Q for the quarters ended November 28, 1998, February 27, 1999 and May 29, 1999, and its subsidiaries have filed all required proxy statement with respect to the Annual Meeting of Stockholders held on February 10, 1999, Form 10-Q/A for the quarter ended May 29, 1999 and Form 8-K dated March 15, 1999 (such documents collectively referred to herein as the "SEC DocumentsDOCUMENTS"). As of their respective dates, the SEC Documents filed by CTPI since January 1, 2000 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 SEC Documents, and none of the SEC Documents filed by CTPI since January 1, 2000 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. No event has occurred since the filing of the SEC Documents not disclosed in the SEC Documents that, to the Best Knowledge of the Tristar Parties, could reasonably have a Material Adverse Effect on Tristar. The consolidated financial statements of CTPI Tristar included in the SEC Documents filed by CTPI since January 1, 2000 comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-Xthereto) and fairly present, in all material respects, present the consolidated or combined financial position of CTPI Tristar and its subsidiaries consolidated Subsidiaries as of the dates thereof and the consolidated or combined results of their operations and cash flows for the periods then ended (on the basis stated therein and subject, except in the case of unaudited statementsinterim period financial information, to for normal year-end audit adjustments). CTPI satisfies all eligibility requirements established under the Securities Act for the use of the Form S-3 Securities Act registration form.

SEC Documents. Since January 1, 2000, CTPI and its subsidiaries have BreitBurn Parent has filed all required SEC Documents. As of their respective dates, timely with the SEC Documents all forms, registration statements, reports, schedules and statements required to be filed by CTPI since January 1, 2000 complied with it under the requirements of Exchange Act or the Securities Act (all such documents filed on or prior to the Exchange Actdate of this Agreement, as collectively, the case may be, and the rules and regulations of the “BreitBurn Parent SEC promulgated thereunder applicable to such Documents”). The BreitBurn Parent SEC Documents, including, without limitation, any audited or unaudited financial statements and none any notes thereto or schedules included therein (the “BreitBurn Parent Financial Statements”), at the time filed (in the case of registration statements, solely on the dates of effectiveness) (except to the extent corrected by a subsequently filed BreitBurn Parent SEC Documents Document filed by CTPI since January 1, 2000 as of such dates contained prior to the date hereof) (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 thereintherein (in the case of any prospectus, in light of the circumstances under which they were made, ) not misleading. The financial statements , (ii) complied as to form in all material respects with the applicable requirements of CTPI included the Exchange Act and the Securities Act, as applicable, (iii) in SEC Documents filed by CTPI since January 1the case of the BreitBurn Parent Financial Statements, 2000 comply complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been (iv) in the case of the BreitBurn Parent Financial Statements, were prepared in accordance with generally accepted accounting principles GAAP applied on a -45- consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Rule Form 10-01 Q of Regulation S-Xthe SEC) and (v) in the case of the BreitBurn Parent Financial Statements, fairly presentpresent (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects, respects the consolidated or combined financial position of CTPI BreitBurn Parent and its subsidiaries Subsidiaries as of the dates thereof and the consolidated or combined results of their its operations and cash flows for the periods then ended (ended. PricewaterhouseCoopers LLP is an independent registered public accounting firm with respect to BreitBurn Parent and the General Partner and has not resigned or been dismissed as independent registered public accountants of BreitBurn Parent and the General Partner as a result of or in connection with any disagreement with BreitBurn Parent or the General Partner on the basis stated therein and subjecta matter of accounting principles or practices, in the case of unaudited statements, to normal year-end audit adjustments). CTPI satisfies all eligibility requirements established under the Securities Act for the use of the Form S-3 Securities Act registration formfinancial statement disclosure or auditing scope or procedure.

SEC Documents. Since January 1The Seller has filed a true and complete copy of each report, 2000schedule, CTPI registration statement and its subsidiaries definitive proxy statement required to be filed by the Seller with the Securities and Exchange Commission (the "SEC") (as such documents have filed all required since the time of their filing been amended, the "SEC Documents"), all of which are available on the SEC's XXXXX filing system. As of their respective dates, and with respect to the Purchased Assets and the Business, the SEC Documents filed by CTPI since January 1, 2000 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 SEC Documents, and none of the SEC Documents filed by CTPI since January 1, 2000 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, with respect to the Purchased Assets and the Business. The financial statements of CTPI the Seller relating to the Purchased Assets and the Business included in the SEC Documents filed by CTPI since January 1, 2000 comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared from and are in accordance with the books and records of the Seller and fairly present (subject, in the case of the unaudited statements, to normal, recurring audit adjustments) the consolidated financial position of the Seller and its consolidated subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended, in each case in conformity with generally accepted accounting principles applied on a consistent basis during the such periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule Form 10-01 of Regulation S-X) and fairly present, in all material respects, the consolidated or combined financial position of CTPI and its subsidiaries as Q of the dates thereof and the consolidated or combined results of their operations and cash flows for the periods then ended (on the basis stated therein and subject, in the case of unaudited statements, to normal year-end audit adjustmentsSEC). CTPI satisfies all eligibility requirements established under the Securities Act for the use of the Form S-3 Securities Act registration form.

SEC Documents. Since January 1CGPN hereby makes reference to the following documents filed with the United States Securities and Exchange Commission (the “SEC”), 2000as posted on the SEC’s website, CTPI and its subsidiaries have filed all required xxx.xxx.xxx: (collectively, the “SEC Documents”): (a) Registration Statement on Form 10SB as filed on November 11, 1999, and all amendments thereto; (b) Annual Report on Form 10-KSB for the fiscal year ended December 31, 2004, 2003, 2002, and 2001 and any amendments thereto; (c) Quarterly Reports on Form 10-QSB for the periods ended March 31, 2005, 2004, 2003, 2002, 2001, June 30, 2004, 2003, 2002, 2001, September 30, 2004, 2003, 2002, 2001, and any amendments thereto; and (d) Current Reports on Form 8K filed in 2001 through the date of Closing. The SEC Documents constitute all of the documents and reports that CGPN was required to file with the SEC pursuant to the Securities Exchange Act of 1934 (“Exchange Act”) and the rules and regulations promulgated thereunder by the SEC since the effectiveness of CGPN’s Form 10SB. As of their respective dates, the SEC Documents filed by CTPI since January 1, 2000 complied in all material respects with the requirements of the Securities Act or and/or the Exchange Act, as the case may berequire, and the rules and regulations promulgated thereunder and none of the SEC promulgated thereunder applicable to such SEC Documents, and none of SEC Documents filed by CTPI since January 1, 2000 as of such dates contained any an 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 CTPI CGPN included in the SEC Documents filed by CTPI since January 1, 2000 comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles in the United States (except, in the case of unaudited statements, as permitted by the applicable form under the Securities Act and/or the Exchange Act) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-Xthereto) and fairly present, in all material respects, present the consolidated or combined financial position of CTPI and its subsidiaries CGPN as of the dates thereof and the its consolidated or combined results statements of their operations operations, stockholders’ equity and cash flows for the periods then ended (on the basis stated therein and subject, in the case of unaudited statements, to normal and recurring year-end audit adjustmentsadjustments which were and are not expected to have a material adverse effect on CGPN, its business, financial condition or results of operations). CTPI satisfies all eligibility requirements established under Except as and to the Securities Act for extent set forth on the use consolidated balance sheet of CGPN as of December 31, 2004, including the Form S-3 Securities Act registration formnotes thereto, CGPN has no liability or obligation of any nature (whether accrued, absolute, contingent or otherwise and whether required to be reflected on a balance sheet or not).

SEC Documents. Since January 1, 2000, CTPI and its subsidiaries have The Company has filed all reports required to be filed by it under the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the three years preceding the date hereof (or such shorter period as the Company was required by law to file such material) (the foregoing materials being collectively referred to herein as the "SEC Documents") on a timely basis, or has received a valid extension of such time of filing (in which case it has made all such filings in the time required by such extension). As of their respective dates, the SEC Documents filed by CTPI since January 1, 2000 complied in all material respects with the requirements of the Securities Act or and the Exchange Act, as the case may be, Act and the published rules and regulations of the SEC Commission promulgated thereunder applicable to such SEC Documentsthereunder, and none of the SEC Documents filed by CTPI since January 1Documents, 2000 as of such dates 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. The financial statements of CTPI the Company included in the SEC Documents filed by CTPI since January 1, 2000 comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Commission with respect thereto, . Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (involved, except as may be otherwise specifically indicated in such financial statements or the notes thereto orthereto, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-X) and fairly present, present in all material respects, respects the consolidated or combined financial position of CTPI the Company and its consolidated subsidiaries as of and for the dates thereof and the consolidated or combined results of their operations and cash flows for the periods then ended (on the basis stated therein and ended, subject, in the case of unaudited statements, to normal year-end audit adjustments). CTPI satisfies all eligibility requirements established under The Company last filed audited financial statements with the Securities Act for Commission on March 31, 1997, and the use Company has not received any comments from the Commission in respect of such audited financial statements. Since the date of the financial statements included in the last filed Annual Report on Form S-3 Securities Act registration form10-K, there has been no event, occurrence or development that has had, could have or would result in a Material Adverse Effect which has not been specifically disclosed to the Purchaser.

SEC Documents. Since January 1Rexall has delivered or made available to the Company each registration statement, 2000report, CTPI proxy statement or information statement filed by it with the SEC since November 30, 1996 through the date of this Agreement, including, without limitation, (i) Rexall's Annual Report on Form 10-K for the year ended August 31, 1997, (ii) Rexall's Proxy Statement for the Annual Meeting of Shareholders held February 6, 1997, (iii) Rexall's Quarterly Reports on Form 10-Q for the periods ending November 30, 1996, February 28, 1997 and its subsidiaries have May 31, 1997, and (iv) Rexall's Registration Statement on Form S-3 (No. 333-13379), each in the form (including exhibits and any amendments thereto) filed all required with the SEC Documents(collectively, the "Rexall Reports"). As of their respective dates, the SEC Documents filed by CTPI since January 1, 2000 complied Rexall Reports were prepared in all material respects in accordance with the applicable requirements of the Securities Act or Act, the Exchange Act, and the rules and regulations thereunder. Each of the consolidated balance sheets included in or incorporated by reference into the Rexall Reports (including the related notes and schedules) fairly presents the consolidated financial position of Rexall and the Rexall Subsidiaries as of its date and each of the consolidated statements of income, retained earnings and cash flows included in or incorporated by reference into the Rexall Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of Rexall and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of SEC Documents filed by CTPI since January 1, 2000 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 financial statements of CTPI included in SEC Documents filed by CTPI since January 1, 2000 comply as to form Rexall Subsidiaries in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-X) and fairly present, in all material respects, the consolidated or combined financial position of CTPI and its subsidiaries as of the dates thereof and the consolidated or combined results of their operations and cash flows for the periods then ended set forth therein (on the basis stated therein and subject, in the case of unaudited statements, to normal year-end audit adjustmentsadjustments which will not be material in amount or effect). CTPI satisfies all eligibility requirements established under , in each case in accordance with generally accepted accounting principles consistently applied during the Securities Act for the use of the Form S-3 Securities Act registration formperiods involved, except as may be noted therein.

SEC Documents. Since Pride has delivered to Forasol-Foramer a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Pride with the SEC since January 1, 2000, CTPI and its subsidiaries have filed all required 1996 (the "Pride SEC Documents"), which are all the documents that Pride has been required to file with the SEC since such date. As of their respective dates, the Pride SEC Documents filed by CTPI since January 1, 2000 complied 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 Pride SEC Documents, and none of the Pride SEC Documents filed by CTPI since January 1, 2000 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 financial statements of CTPI Pride included in the Pride SEC Documents filed by CTPI since January 1Documents, 2000 comply including those constituting a part of Pride's quarterly report on Form 10-Q for the nine months ended September 30, 1996, complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with generally accepted accounting principles GAAP in the United States applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-XX of the SEC) and fairly present, present in all material respects, accordance with applicable requirements of GAAP in the consolidated or combined financial position of CTPI and its subsidiaries as of the dates thereof and the consolidated or combined results of their operations and cash flows for the periods then ended United States (on the basis stated therein and subject, in the case of the unaudited statements, to normal year-end audit normal, recurring adjustments). CTPI satisfies all eligibility requirements established under , none of which are material) the Securities Act consolidated financial position of Pride and its consolidated Subsidiaries as of their respective dates and the consolidated results of operations and the consolidated cash flows of Pride and its consolidated Subsidiaries for the use periods presented therein. Except as disclosed in the Pride SEC Documents, there are no agreements, arrangements or understandings between Pride and any party who is at the date of the Form S-3 Securities Act registration formthis Agreement an Affiliate of Pride.

SEC Documents. Since January 1, 2000, CTPI and its subsidiaries have Xxxxxx has filed all required forms, reports and ------------- documents with the Securities and Exchange Commission ("SEC") since December 31, 1994 (collectively, the "Xxxxxx SEC DocumentsReports") all of which were prepared in accordance with the applicable requirements of the Exchange Act and the Securities Act. The Xxxxxx SEC Reports were filed with the SEC in a timely manner and constitute all forms, reports and documents required to be filed by Xxxxxx since December 31, 1994 under the Securities Act, the Exchange Act and the rules and regulations promulgated thereunder (the "Securities Laws"). As of their respective dates, the Xxxxxx SEC Documents filed by CTPI since January 1, 2000 Reports (i) complied as to form in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, Laws and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of SEC Documents filed by CTPI since January 1, 2000 as of such dates 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 made therein, in the light of the circumstances under which they were made, not misleading. The financial statements Each of CTPI the consolidated balance sheets of Xxxxxx included in or incorporated by reference into the Xxxxxx SEC Documents filed by CTPI since January 1, 2000 comply as to form in all material respects with applicable accounting requirements Reports (including the related notes and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-Xschedules) and fairly present, in all material respects, presents the consolidated or combined financial position of CTPI Xxxxxx and its subsidiaries the Xxxxxx Subsidiaries as of the dates thereof its date and each of the consolidated or combined results statements of their operations income, retained earnings and cash flows of Xxxxxx included in or incorporated by reference into the Xxxxxx SEC Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of Xxxxxx and the Xxxxxx Subsidiaries for the periods then ended set forth therein (on the basis stated therein and subject, in the case of unaudited statements, to normal year-end audit adjustmentsadjustments which would not be material in amount or effect). CTPI satisfies all eligibility requirements established under , in each case in accordance with generally accepted accounting principles consistently applied during the Securities Act for periods involved, except as may be noted therein and except, in the use case of the unaudited statements, as permitted by Form S-3 Securities Act registration form10-Q pursuant to Section 13 or 15(d) of the Exchange Act.

SEC Documents. Since January 1, 2000, CTPI and its subsidiaries have The Company has filed all required reports, schedules, ------------- forms, statements and other documents with the SEC since December 31, 1996. All reports, schedules, forms, statements and other documents filed with the SEC since December 31, 1997 (the "SEC Documents. As of their respective dates, the SEC Documents filed by CTPI since January 1, 2000 ") 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 SEC Documents, and and, at the time of filing, none of the SEC Documents filed by CTPI since January 1, 2000 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 financial statements of CTPI the Company included in the SEC Documents filed by CTPI since January 1, 2000 (the "Company Financial ----------------- Statements") comply as to form in all material respects with applicable ---------- accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with 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 or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-Xthereto) and fairly present, in all material respects, present the consolidated or combined financial position of CTPI and its subsidiaries the Company as of the dates thereof and the consolidated or combined results its statements of their operations operations, stockholders' equity and cash flows for the periods then ended (on the basis stated therein and subject, in the case of unaudited statements, to normal and recurring year-end audit adjustmentsadjustments which were and are not expected to be material). CTPI satisfies all eligibility requirements established under Except as and to the Securities Act for extent set forth on the use balance sheet of the Form S-3 Securities Act registration formCompany on April 30, 1998, including the notes thereto, or the Company Disclosure Schedule, the Company has no liability or obligation of any nature (whether accrued, absolute, contingent or otherwise) which would be required to be reflected on a balance sheet, or in the notes thereto, prepared in accordance with generally accepted accounting principles, except for liabilities and obligations incurred in the ordinary course of business consistent with past practice since April 30, 1998 which could not reasonably be expected to have a Material Adverse Effect. The Company has heretofore delivered to Parent complete and correct copies of all of the SEC Documents and all amendments and modifications thereto, as well as, to the extent any shall exist, all amendments and modifications that have not been filed by the Company with the SEC to all agreements, documents and other instruments that previously had been filed by the Company with the SEC and are currently in effect.

SEC Documents. (a) Since January July 1, 20001993, CTPI and its subsidiaries have the Company has filed all documents with the SEC required to be filed under the Securities Act of 1933, as amended (including the rules and regulations promulgated thereunder the "Securities Act"), or the Exchange Act (such documents filed with the SEC on or before September 8, 1995 being the "Company SEC Documents"). As of their respective dates, (i) the Company SEC Documents filed by CTPI since January 1, 2000 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 (ii) none of the SEC promulgated thereunder applicable to such SEC Documents, and none of Company SEC Documents filed by CTPI since January 1, 2000 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 Company has delivered to Parent its draft Annual Report on Form 10-K for the fiscal year ended June 30, 1995 (the "1995 Draft 10-K") including audited consolidated balance sheets and statements of income, changes in stockholders' equity, and cash flow and notes thereto as of and for the fiscal year ended June 30, 1995 (the "1995 Financial Statements"). The financial statements of CTPI the Company included in the Company SEC Documents filed by CTPI since January 1, 2000 and the 1995 Financial Statements comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with 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 therein or in the notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-Xthereto) and fairly present, in all material respects, present the consolidated or combined financial position of CTPI the Company and its subsidiaries consolidated Subsidiaries as of at the dates thereof and the consolidated or combined results of their operations and cash flows changes in financial position for the periods then ended (on the basis stated therein and subject, in the case of unaudited statements, to normal year-end audit adjustmentsadjustments and to any other adjustments described therein). CTPI satisfies all eligibility requirements established under The Form 10-K of the Securities Act Company as of and for the use fiscal year ended June 30, 1995 to be filed by the Company with the SEC will not differ in any material respect from the 1995 Draft 10-K. (b) Except as set forth in the Company SEC Documents, the 1995 Draft 10-K, the 1995 Financial Statements or the Company Disclosure Letter, neither the Company nor any of its Subsidiaries has any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise) which would be required to be reflected on a balance sheet, or in the Form S-3 Securities Act registration form.notes thereto, prepared in accordance with generally accepted accounting principles, except for liabilities and obligations incurred in the ordinary course of business consistent with past practice since July 1, 1995 which would not, individually or in the aggregate, have a Material Adverse Effect on the Company. 9 13 (c) The Company has heretofore made available or promptly will make available to Parent a complete and correct copy of any amendments or modifications which have not yet been filed with the SEC to agreements, documents or other instruments which previously have been filed with the SEC pursuant to the Exchange Act. Section 4.7

SEC Documents. Since January 1, 2000, CTPI and its subsidiaries have The Company has timely filed all reports, schedules, forms, statements, exhibits and other documents required to be filed by it with the Securities and Exchange Commission (the “SEC” ) pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”) for the twelve (12) months preceding the date hereof (all of the foregoing filed prior to or on the date hereof, and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being referred to in this Agreement collectively as the “SEC Documents” and individually as a “SEC Document”). As Each of their respective dates, the SEC Documents filed Documents, as it may have been subsequently amended by CTPI since January 1filings made by the Company with the SEC prior to the date hereof, 2000 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 SEC Document as of the date of filing. None of the SEC Documents, and none of SEC Documents filed by CTPI since January 1, 2000 as of such dates the date of filing and as it may have been subsequently amended by filings made by the Company with the SEC prior to the date hereof, 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 financial statements of CTPI included in the SEC Documents filed by CTPI since January 1, 2000 comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with accounting principles generally accepted accounting principles applied on a consistent basis in the United States, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto orthereto, or (ii) in the case of unaudited interim statements, as permitted by Rule to the extent they may not include footnotes, may be condensed or summary statements or may conform to the SEC’s rules and instructions for Reports on Form 10-01 of Regulation S-XQ) and fairly present, present in all material respects, respects the consolidated or combined financial position of CTPI and its subsidiaries the Company as of the dates thereof and the consolidated or combined results of their its operations and cash flows for the periods then ended (on the basis stated therein and subject, in the case of unaudited statements, to normal and recurring year-end audit adjustments). CTPI satisfies all eligibility requirements established All material agreements that were required to be filed as exhibits to the SEC Documents under Item 601 of Regulation S-K (collectively, the Securities Act for “Material Agreements”) to which the use Company is a party, or the property or assets of the Form S-3 Securities Act registration formCompany or are subject, have been filed as exhibits to the SEC Documents. All Material Agreements are valid and enforceable against the Company in accordance with their respective terms. The Company is not in breach of or default under any of the Material Agreements, and to the Company’s knowledge, no other party to a Material Agreement is in breach of or default under such Material Agreement, except in each case, for such breaches or defaults as would not reasonably be expected to have a material adverse effect on the Company’s financial condition or results of operations. The Company has not received a notice of termination of any of the Material Agreements.

SEC Documents. Since Ethanex has timely filed or furnished with or to the SEC all forms, reports and other documents required to be filed or furnished by it since January 1, 20002007 under the Securities Act and the Securities Exchange Act of 1934, CTPI as amended (the “Exchange Act”) (such forms, reports and its subsidiaries have filed all required other documents, the "Ethanex SEC Documents"). As of their respective filing dates, and after giving effect to any amendments or supplements thereto, the Ethanex SEC Documents filed by CTPI since January 1, 2000 complied as to form in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, and each as in effect on the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documentsdate so filed, and none of SEC Documents filed by CTPI since January 1, 2000 as of such dates 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. The Giving effect to the restatement that was included in Ethanex’s quarterly report on Form 10-QSB/A, filed with the Securities and Exchange Commission on July 2, 2007, the financial statements (including, in each case, the notes, if any, thereto) of CTPI Ethanex included in the Ethanex SEC Documents filed by CTPI since January 1, 2000 comply complied as to form of in all material respects with then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with generally accepted accounting principles GAAP as in effect on the respective dates thereof (except in the case of the unaudited statements, as permitted by Form 10-Q under the Exchange Act) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-Xthereto) and fairly present, present in all material respects, respects the condensed consolidated or combined financial position of CTPI Ethanex and its subsidiaries as of at the dates thereof and the condensed consolidated or combined results of their operations and their condensed consolidated cash flows for the periods then ended (on the basis stated therein and subject, in the case of unaudited statements, to normal year-end audit adjustmentsadjustments and to any other adjustments described therein, all of which are of a recurring nature and none of which individually or in the aggregate would have a material adverse effect on Ethanex). CTPI satisfies all eligibility requirements established under the Securities Act for the use of the Form S-3 Securities Act registration form.

SEC Documents. Since January 1Buyer hereby makes reference to the following documents filed with the United States Securities and Exchange Commission (the "SEC"), as posted on the SEC's website, WWW.SEC.GOV: (collectively, the "XXX Xxxxxxnts"): (a) Annual Report on Form 10-KSB for the fiscal year ended September 30, 2003, 2002, 2001 and 2000; (b) General Form For Registration of Securities Of Small Business Issuers on Form 10-SB12G as filed on July 17, 2000, CTPI and its subsidiaries have filed all amendments thereto; and (c) Quarterly Reports on Form 10-QSB for the periods ended December 31, 2000, 2001, 2002 and 2003, March 31, 2001, 2002, 2003 and 2004, and July 31, 2001, 2002 and 2003, and all amendments thereto. The SEC Documents constitute all of the documents and reports that the Company was required to file with the SEC Documentspursuant to the Securities Exchange Act of 1934 ("Exchange Act"). As of their respective dates, the SEC Documents filed by CTPI since January 1, 2000 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 promulgated thereunder and none of the SEC promulgated thereunder applicable to such SEC Documents, and none of SEC Documents filed by CTPI since January 1, 2000 as of such dates contained any an 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 CTPI Buyer included in the SEC Documents filed by CTPI since January 1, 2000 comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles in the United States (except, in the case of unaudited statements, as permitted by the applicable form under the Exchange Act) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-Xthereto) and fairly present, in all material respects, present the consolidated or combined financial position of CTPI and its subsidiaries Buyer as of the dates thereof and the consolidated or combined results its statements of their operations operations, stockholders' equity and cash flows for the periods then ended (on the basis stated therein and subject, in the case of unaudited statements, to normal and recurring year-end audit adjustmentsadjustments which were and are not expected to have a material adverse effect on Buyer, its business, financial condition or results of operations). CTPI satisfies all eligibility requirements established under the Securities Act for the use of the Form S-3 Securities Act registration form.

SEC Documents. 3.6.1 Since January 1December 31, 20001992, CTPI and its subsidiaries have the Company has filed all documents with the Securities and Exchange Commission ("SEC") required to be filed under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (such documents filed with the SEC on or before February 22, 1996 being the "Company SEC Documents"). As of their respective dates, (i) the Company SEC Documents filed by CTPI since January 1, 2000 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 (ii) none of the SEC promulgated thereunder applicable to such SEC Documents, and none of Company SEC Documents filed by CTPI since January 1, 2000 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 Company has delivered to the Purchaser its audited consolidated balance sheets and statements of income, changes in stockholders' equity and cash flow, and notes thereto as of and for the year ended December 31, 1995 (the "1995 Year End Financial Statements"). The financial statements of CTPI the Company included in the Company SEC Documents filed by CTPI since January 1, 2000 and the 1995 Year End Financial Statements comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited statements contained in Quarterly Reports on Form 10-Q of the Company, as permitted by the Exchange Act) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-Xthereto) and fairly present, in all material respects, present the consolidated or combined financial position of CTPI and its subsidiaries the Company as of at the dates thereof and the consolidated or combined results of their its operations and changes in stockholders' equity and cash flows flow for the periods then ended (on the basis stated therein and subject, in the case of unaudited statements, to normal year-end audit adjustmentsadjustments and to any other adjustments described therein). CTPI satisfies all eligibility requirements established under The Form 10-K of the Securities Act Company as of and for the use of year ended December 31, 1995 to be filed by the Form S-3 Securities Act registration formCompany with the SEC will comply with (ii) above and the financial statements therein will be consistent with, and not show results or financial condition differing in such a way as to constitute a Material Adverse Change from, the 1995 Year End Financial Statements.

SEC Documents. Since January 1, 2000, CTPI and its subsidiaries have CSI has filed all reports, schedules, forms, statements and other documents required to be filed by it with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933 (the “Securities Act”) and the Securities Exchange Act of 1934 (the “Exchange Act”) (the “SEC Documents. As of their respective dates”), and during the 12 calendar months prior to the date hereof all such SEC Documents have been filed by CTPI since January 1, 2000 in a timely manner. CSI is currently eligible to use Form S-3 for stockholder registration statements under the Securities Act. The SEC Documents have 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 the SEC Documents, and none of the SEC Documents Documents, at the time they were filed by CTPI since January 1with the Commission, 2000 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 As of their respective dates, to the best of CSI’s knowledge during those respective dates, the financial statements of CTPI CSI included in the SEC Documents filed by CTPI since January 1, 2000 comply complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Commission with respect thereto, . Such financial statements have been prepared in accordance with accounting principles generally accepted accounting principles applied on a consistent basis in the United States as in effect from time to time (“GAAP”), consistently applied, during the periods involved (except (a) as may be otherwise indicated in such financial statements or the notes thereto orthereto, or (b) in the case of unaudited interim statements, as permitted by Rule 10-01 of Regulation S-Xto the extent they may exclude footnotes or may be condensed or summary statements) and fairly present, present in all material respects, respects the consolidated or combined financial position condition of CTPI and its subsidiaries CSI as of the respective dates thereof and the consolidated or combined results of their its operations and cash flows for the respective periods then ended (on the basis stated therein and subject, in the case of unaudited statements, to normal year-end audit adjustments). CTPI satisfies all eligibility requirements established under Except as set forth in the Securities Act for SEC Documents, CSI has not received notification from the use Commission, the American Stock Exchange and/or any federal or state securities bureaus that any investigation (informal or formal), inquiry or claim is pending, threatened or in process against CSI and/or relating to any of the Form S-3 Securities Act registration formCSI’s securities.

SEC Documents. Since January 1, 2000, CTPI The SEC Documents and its subsidiaries have filed the Current SEC Documents represent all of the filings with the SEC that Apple South has been required SEC Documentsto make under the Securities Act and the Exchange Act during the periods covered thereby. As of their respective dates, and except as amended, the SEC Documents filed by CTPI since January 1, 2000 and the Current 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 none of the SEC promulgated thereunder applicable to such SEC Documents, and none of Documents or the Current SEC Documents filed by CTPI since January 1, 2000 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 financial statements of CTPI Apple South included in the SEC Documents filed by CTPI since January 1, 2000 and the Current SEC Documents comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule Form 10-01 of Regulation S-XQ) and fairly presentpresent (subject, in all material respectsthe case of the unaudited statements, to normal recurring audit adjustments) the consolidated or combined financial position of CTPI Apple South and its subsidiaries consolidated Subsidiaries as of at the dates thereof and the consolidated or combined results of their operations and cash flows for the periods then ended (on the basis stated therein and subject, ended. There have been no material adverse changes in the case business, operations or financial condition or prospects of unaudited statementsApple South and its Subsidiaries taken as a whole since March 31, to normal year-end audit adjustments). CTPI satisfies all eligibility requirements established under 1997, and Apple South's operations have been conducted in the Securities Act for the use ordinary course of the Form S-3 Securities Act registration formbusiness since March 31, 1997.

SEC Documents. Since January 1Bakex Xxxhxx xxx made available to Drilex a true and complete copy of each report, 2000schedule, CTPI registration statement and its subsidiaries have definitive proxy statement filed by Bakex Xxxhxx xxxh the SEC since September 30, 1996 and prior to the date of this Agreement (the "Bakex Hughxx XXX Documents"), which are all the documents (other than preliminary material) that Bakex Xxxhxx xxx required to file with the SEC Documentssince such date. As of their respective dates, the SEC Bakex Xxxhxx XXX Documents filed by CTPI since January 1, 2000 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 SEC Bakex Xxxhxx XXX Documents, and none of SEC the Bakex Xxxhxx XXX Documents filed by CTPI since January 1, 2000 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 17 24 to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of CTPI Bakex Xxxhxx included in SEC the Bakex Xxxhxx XXX Documents filed by CTPI since January 1, 2000 comply complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-XX of the SEC) and fairly present, present in all material respects, the consolidated or combined financial position accordance with applicable requirements of CTPI and its subsidiaries as of the dates thereof and the consolidated or combined results of their operations and cash flows for the periods then ended GAAP (on the basis stated therein and subject, in the case of the unaudited statements, to normal year-end audit normal, recurring adjustments). CTPI satisfies all eligibility requirements established under , none of which will be material) the Securities Act consolidated financial position of Bakex Xxxhxx xxx its consolidated Subsidiaries as of their respective dates and the consolidated results of operations and the consolidated cash flows of Bakex Hughxx xxx its consolidated Subsidiaries for the use of the Form S-3 Securities Act registration form.periods presented therein. (e)

SEC Documents. Since Parent has filed all required reports, schedules, forms, statements and other documents with the SEC under the Exchange Act since January 1, 20001998 (such documents, CTPI together with all exhibits and its subsidiaries have filed all required schedules thereto and documents incorporated by reference therein collectively referred to herein as the “Parent SEC Documents”). As of their respective dates, the Parent SEC Documents filed by CTPI since January 1, 2000 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 filed by CTPI since January 1, 2000 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 Except for an arithmetic currency conversion error in Parents quarterly report for the period ending September 30, 2001 which was subsequently corrected, the consolidated financial statements of CTPI Parent included in the Parent SEC Documents filed by CTPI since January 1, 2000 comply as to form complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with 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 or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-XX of the SEC) and fairly present, in all material respects, present the consolidated or combined financial position of CTPI Parent and its consolidated subsidiaries as of the dates thereof and the consolidated or combined results of their operations and cash flows for the periods then ended (on the basis stated therein and subject, in the case of unaudited statements, to normal year-end audit adjustmentsadjustments and other adjustments described therein). CTPI satisfies all eligibility requirements established under the Securities Act for the use of the Form S-3 Securities Act registration form.

SEC Documents. Since January 1INDI hereby makes reference to the following ------------- documents filed with the United States Securities and Exchange Commission (the "SEC"), as posted on the SEC's website, wxx.xxx.xxx: (collectively, the "SEC ----------- Documents"): (a) Annual Report on Form 10-KSB for the fiscal year ended December 31, 2001; (b) General Form For Registration of Securities Of Small Business Issuers on Form 10-SB12G as filed on December 4, 2000, CTPI and its subsidiaries have all amendments thereto; and (c) Quarterly Reports on Form 10-QSB for the periods ended March 31, 2001, June 30, 2001, September 30, 2001, March 31, 2002, June 30, 2002 and September 30, 2002, and all amendments thereto. The SEC Documents constitute all of the documents and reports that INDI was required to file with the SEC pursuant to the Securities Exchange Act of 1934 ("Exchange Act") and the rules and regulations promulgated thereunder by the SEC since the effectiveness of INDI's Form 10-SB12G filed all required SEC Documentson December 4, 2000. As of their respective dates, the SEC Documents filed by CTPI since January 1, 2000 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 promulgated thereunder and none of the SEC promulgated thereunder applicable to such SEC Documents, and none of SEC Documents filed by CTPI since January 1, 2000 as of such dates contained any an 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 CTPI INDI included in the SEC Documents filed by CTPI since January 1, 2000 comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles in the United States (except, in the case of unaudited statements, as permitted by the applicable form under the Exchange Act) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-Xthereto) and fairly present, in all material respects, present the consolidated or combined financial position of CTPI and its subsidiaries INDI as of the dates thereof and the consolidated or combined results its statements of their operations operations, stockholders' equity and cash flows for the periods then ended (on the basis stated therein and subject, in the case of unaudited statements, to normal and recurring year-end audit adjustmentsadjustments which were and are not expected to have a material adverse effect on INDI, its business, financial condition or results of operations). CTPI satisfies all eligibility requirements established under Except as and to the Securities Act extent set forth on the consolidated balance sheet of INDI as of September 30, 2002, including the notes thereto, INDI has no liability or obligation of any nature (whether accrued, absolute, contingent or otherwise and whether required to be reflected on a balance sheet or not), except for liabilities and obligations incurred in the use ordinary course of business consistent with past practices since September 30, 2002 which in the Form S-3 Securities Act registration formaggregate could not reasonably be expected to have a material adverse effect on INDI, its business, financial condition or results of operations.

SEC Documents. Since January 1Source has delivered or made available to Biopool the registration statement of Source filed with the United States Securities and Exchange Commission ("SEC") in connection with Source's initial public offering of Source Common Shares, 2000and all exhibits, CTPI amendments and its subsidiaries have supplements thereto (the "Source Registration Statement"), and each registration statement, report, proxy statement or information statement and all exhibits thereto prepared by it since the effective date of the Source Registration Statement, which are set forth on the Source Disclosure Letter, each in the form (including exhibits and any amendments thereto) filed with the SEC (collectively, the "Source Reports"). The Source Reports, which were filed with the SEC in a timely manner, constitute all forms, reports and documents required SEC Documentsto be filed by Source under the Securities Act, the Exchange Act and the rules and regulations promulgated thereunder (the "Securities Laws"). As of their respective dates, the SEC Documents filed by CTPI since January 1, 2000 Source Reports (i) complied as to form in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, Laws and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of SEC Documents filed by CTPI since January 1, 2000 as of such dates 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 made therein, in the light of the circumstances under which they were made, not misleading. The financial statements Each of CTPI the consolidated balance sheets of Source included in SEC Documents filed or incorporated by CTPI since January 1, 2000 comply as to form in all material respects with applicable accounting requirements reference into the Source Reports (including the related notes and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-Xschedules) and fairly present, in all material respects, presents the consolidated or combined financial position of CTPI Source and its subsidiaries Subsidiaries as of the dates thereof its date and each of the consolidated or combined results statements of their operations income, retained earnings and cash flows of Source included in or incorporated by reference into the Source Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of Source and its Subsidiaries for the periods then ended set forth therein (on the basis stated therein and subject, in the case of unaudited statements, to normal year-end audit adjustmentsadjustments which would not be material in amount or effect). CTPI satisfies all eligibility requirements established under , in each case in accordance with generally accepted accounting principles consistently applied during the Securities Act for periods involved, except as may be noted therein and except, in the use case of the unaudited statements, as permitted by Form S-3 Securities Act registration form10-Q of the SEC. Except as and to the extent set forth on the consolidated balance sheet of Source and its Subsidiaries at June 30, 1995, including all notes thereto (the "Source Balance Sheet"), or as set forth in the Source Reports, neither Source nor any of its Subsidiaries has any material liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected on, or reserved against in, a balance sheet of Source or in the notes thereto, prepared in accordance with generally accepted accounting principles consistently applied during the periods involved, except liabilities arising in the ordinary course of business since such date.