Common use of SEC Documents Clause in Contracts

SEC Documents. The Company has filed all required reports, schedules, forms, statements and other documents with the SEC since December 31, 1995 (such documents, together with all exhibits and 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 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 contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included in the Company SEC Documents 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-X of the SEC) and fairly present the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and other adjustments described therein).

SEC Documents. The Company has timely filed all required reports, schedules, forms, statements and other documents with the SEC since December 31January 1, 1995 1994 (such documentsreports, together with all exhibits schedules, forms, statements and schedules thereto and other documents incorporated by reference therein, collectively are hereinafter referred to herein as the "Company SEC Documents"). As of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act 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 as of such dates contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included in the Company SEC Documents complied 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 ("GAAP") (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as permitted by Rule 10-01 of Regulation S-X of the SECX) and fairly present present, in all material respects, the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited interim financial statements, to normal year-end audit adjustments and other adjustments described thereinrecurring adjustments).

SEC Documents. The Company (i) Evergreen has filed all required reports, ------------- schedules, forms, statements and other documents with the SEC since December 31January 1, 1995 (such documentsreports, together with all exhibits schedules, forms, statements and schedules thereto and other documents incorporated by reference therein, collectively are hereinafter referred to herein as the "Company SEC Documents"). As ; (ii) as of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents 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 ; and (iii) the consolidated financial statements of the Company Evergreen included in the Company SEC Documents complied 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-X of the SECX) and fairly present present, in all material respects, the consolidated financial position of the Company Evergreen and its consolidated subsidiaries as of the dates thereof and the consolidated 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 and other adjustments described thereinadjustments).

SEC Documents. The Company has timely filed all documents that the Company was required reports, schedules, forms, statements and other documents to file with the SEC Securities and Exchange Commission (the "SEC") under Sections 13 or 14(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since December 31, 1995 1996 (such documentscollectively, together with all exhibits and schedules thereto and documents incorporated by reference therein, collectively referred to herein as the "Company SEC Documents"). As of their respective filing dates, or such later date on which such reports were amended, the Company SEC Documents complied in all material respects with the requirements of the Exchange Act or the Securities Act of 1933, as amended (the "Securities 1933 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 applicable. No SEC Documents as of their respective dates, or such later date on which such reports were amended, or press release, containing information material to the business as a whole, 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 consolidated financial statements of the Company included in the Company SEC Documents complied (the "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 . Except as may be indicated in accordance with generally accepted accounting principles (exceptthe notes to the Financial Statements or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) , 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 of the SEC) and fairly present the consolidated financial position of the Company and its consolidated any subsidiaries as of at the dates thereof and the consolidated results of their operations and consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and other adjustments described thereinnormal, recurring adjustments).

SEC Documents. The Company Arcadian has previously furnished to PCS true and complete copies of: (a) Arcadian Annual Reports on Form 10-K filed all required reportswith the SEC for each of the years ended December 31, schedules1993 through 1995; (b) Arcadian Quarterly Reports on Form 10-Q filed with the SEC for the quarters ended March 31 and June 30, forms, statements and other documents 1996; (c) each definitive proxy statement filed by Arcadian with the SEC since December 31, 1995 1993; (such documentsd) each final prospectus filed by Arcadian with the SEC since December 31, together 1993, except any final prospectus on Form S-8; and (e) all Current Reports on Form 8-K filed by Arcadian with all exhibits and schedules thereto and documents incorporated by reference thereinthe SEC since December 31, collectively referred to herein as the "Company SEC Documents")1995. As of their respective dates, such reports, proxy statements and prospectuses (collectively, the Company "Arcadian SEC Documents Documents") (i) complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), or and the Exchange Act, as the case may be, Act and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents contained (ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements of the Company and unaudited consolidated interim financial statements included in the Company Arcadian SEC Documents complied in all material respects with applicable accounting requirements (including any related notes and schedules) fairly present the financial position of Arcadian and its consolidated Subsidiaries as of the dates thereof and the published rules results of operations and regulations cash flows for the periods or as of the SEC with respect theretodates then ended (subject, have been prepared where appropriate, to normal year-end adjustments), in each case in accordance with past practice and generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q of the SECUnited States ("GAAP") consistently applied on a consistent basis during the periods involved (except as may be indicated otherwise disclosed in the notes thereto orthereto). Since December 31, in 1993, Arcadian has timely filed all reports, registration statements and other filings required to be filed by it with the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-X SEC under rules and regulations of the SEC) and fairly present the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and other adjustments described therein). SECTION 5.07.

SEC Documents. The (a) Since September 1, 1996, the Company has filed all required reports, schedules, forms, statements and other documents with the SEC since December 31, 1995 required to be filed by the Company under the Securities Act or the Exchange Act (such documents, together with all exhibits and 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 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 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 Company has delivered to Investor each registration statement, report, proxy statement or information statement prepared by it and filed with the SEC, in the form, including any exhibits or amendments thereto, filed with the SEC (collectively, the "Company Reports"). The financial statements of the Company included in the Company SEC Documents complied and the Company Reports 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-X of the SECthereto) and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of at the dates thereof and the consolidated results of their its operations and cash flows changes in financial position for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described set forth therein).

SEC Documents. The Company has filed all required reports, schedules, forms, statements and other documents with the SEC since December 31January 1, 1995 1998 (such documents, together with all exhibits and 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 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 contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included in the Company SEC Documents complied comply 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-X of the SECthereto) and fairly present the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and other adjustments described therein).

SEC Documents. The Company has filed with the SEC all required reports, schedules, forms, statements and other documents with required pursuant to the SEC Securities Act and the Exchange Act since December 31February 27, 1995 (such documentscollectively, together with and in each case including all exhibits and 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 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 (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 the Company included in the Company all SEC Documents complied filed since February 27, 1995 (the "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-X of the SECthereto) and fairly present in accordance with generally accepted accounting principles the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their its operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments and other adjustments described thereinadjustments).

SEC Documents. (i) The Company has filed all required reports, schedules, forms, statements and other documents with the SEC since December 31, 1995 (such documentsreports, together with all exhibits schedules, forms, statements and schedules thereto and other documents incorporated by reference therein, collectively are hereinafter referred to herein as the "Company SEC Documents"). As ) or has filed adequate extensions therefor; (ii) as of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents 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 ; and (iii) the consolidated financial statements of the Company included in the Company SEC Documents complied in all material respects comply 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) 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 of the SEC) and fairly present the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments and other adjustments described thereinadjustments).

SEC Documents. The Company has filed all required reports, schedules, forms, statements and other documents with the SEC since December 31, 1995 1996 (such documentsreports, together with all exhibits schedules, forms, statements and schedules thereto and other documents incorporated by reference therein, collectively being hereinafter referred to herein as the "Company SEC Documents"). As of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act 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 as of such dates contained any untrue statement statements 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 consolidated financial statements of the Company included in the Company SEC Documents 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 had 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 otherwise be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SECthereto) and fairly present presented in all material respects the consolidated financial position of the Company and its consolidated subsidiaries Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments and other adjustments described thereinadjustments).

SEC Documents. The Company 4.5.1 For all periods subsequent to March 9, 2011, PHI has filed all required reports, schedules, forms, statements and other documents with as required by the SEC since December 31in a timely basis (or has received a valid extension of such time of filing and has filed any such reports or other documents prior to the expiration of any such extension), 1995 and PHI has delivered or made available to SGT all reports, schedules, forms, statements and other documents filed with or furnished to the SEC during such period (such documentscollectively, together with and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, collectively referred to herein as the "Company “PHI SEC Documents"”). As of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company PHI included in the Company such PHI SEC Documents complied 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 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 orthereto), in have been reviewed by an independent accountant registered with the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) Public Company Accounting Oversight Board and fairly and accurately present the consolidated financial position of the Company and its consolidated subsidiaries PHI as of the dates thereof and the consolidated results of their operations and changes in cash flows for the periods then ended covered thereby (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments as determined by PHI’s independent accountants, which are not expected to have a material adverse effect on PHI and other adjustments described thereinits business).

SEC Documents. The Company Buyer has filed all required of the reports, schedules, forms, proxy statements and other documents (collectively, SEC Documents”) that the Buyer has been required to file with the SEC since December 31, 1995 Securities and Exchange Commission (such documents, together with all exhibits and schedules thereto and documents incorporated by reference therein, collectively referred to herein as the "Company SEC Documents"“Commission”). As of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Exchange Act of 19331934, 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 DocumentsCommission thereunder, and none of the Company SEC Documents Documents, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, at the time and in the light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company Buyer included in the Company SEC Documents complied as to form in all material respects with applicable accounting requirements and the with published rules and regulations of the SEC Commission 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 the unaudited statements, as permitted by Rule Form 10-01 of Regulation SQ (or Form 10-X QSB, as the case may be) of the SECCommission) and fairly present (subject, in the case of the unaudited statements, to normal recurring audit adjustments) the consolidated financial position of the Company Buyer and its consolidated subsidiaries as of at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and other adjustments described therein)ended.

SEC Documents. The Company has filed all required reports, schedules, forms, statements and other documents with the SEC since December 31January 1, 1995 1996 (such documents, together with all exhibits and schedules thereto and documents incorporated by reference therein, collectively referred to herein as the "Company SEC Documents"). No subsidiary of the Company is required to file any reports, schedules, forms, statements or other documents with the SEC. As of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and none of the Company such SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included in the Company SEC Documents complied comply 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-X of the SECthereto) and fairly present the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and other adjustments described therein).

SEC Documents. The Company Since January 1, 2000, Holdings has filed all required reports, schedules, forms, statements and other documents required to be filed by it with the SEC since December 31, 1995 Securities and Exchange Commission (such documents, together with all exhibits and schedules thereto and documents incorporated by reference therein, collectively referred to herein as the "Company SEC Documents"). As All of the SEC Documents (other than preliminary material or material which was subsequently amended), as of their respective filing dates, the Company SEC Documents complied with, in all material respects respects, with the all applicable requirements of the Securities Act and the Securities and Exchange Act of 19331934, as amended (the "Securities Exchange Act")) and, or the Exchange Actin each case, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company the SEC Documents, and none . None of the Company SEC Documents at the time of filing and effectiveness 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 amended, modified or superseded by later SEC Documents. The consolidated financial statements of the Company Holdings included in the Company SEC Documents complied with as to form, in all material respects respects, with applicable accounting requirements and the published rules and regulations of the SEC Securities and Exchange Commission with respect thereto, have been prepared in accordance with generally accepted accounting principles Generally Accepted Accounting Principles (except"GAAP")(except, in the case of unaudited statements, as permitted by Form 10-Q of promulgated under the SECExchange Act or as otherwise noted in such statements) 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 of the SECthereto) and fairly present presented, in accordance with the applicable requirements of GAAP, the consolidated financial position of the Company and its consolidated subsidiaries Holdings as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, subject in the case of unaudited statements, to normal and recurring year-end audit adjustments and other adjustments described thereinwhich were not or are not expected to be material in amount).

SEC Documents. (i) The Company has filed all required reports, schedules, forms, statements and other documents with the SEC since December 31January 1, 1995 (such reports, schedules, forms, statements and other documents, together with all including the exhibits and schedules thereto and documents incorporated therein by reference thereinreference, collectively are hereinafter referred to herein as the "Company SEC Documents"). As ; (ii) as of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the G:\LEGAL\AGREEMNT\MERGER\PIONEER.4TH 8 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 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 ; and (iii) the consolidated financial statements of the Company included in the Company SEC Documents complied 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-X of the SECX) and fairly present present, in all material respects, the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments and other adjustments described thereinadjustments).

SEC Documents. The Company To the actual knowledge of the members of the Special Committee, without independent inquiry or investigation, since January 1, 2005, the REIT has filed with the SEC all required reports, schedules, forms, statements reports and other documents with required to be filed by it during such period under the SEC since December 31, 1995 Securities Exchange Act (such documents, together with all exhibits and schedules thereto and documents incorporated by reference therein, collectively referred to herein as the "Company “REIT SEC Documents"”). As of their respective dates, To the Company SEC Documents complied in all material respects with the requirements actual knowledge 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 members of the SEC promulgated thereunder applicable to such Company SEC DocumentsSpecial Committee, and without independent inquiry or investigation, at the respective times they were filed, none of the Company REIT SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleadingmisleading except to the extent corrected in a subsequently filed REIT SEC Document filed with the SEC prior to the date hereof. The To the actual knowledge of the members of the Special Committee, without independent inquiry or investigation, the consolidated financial statements (including in each case any notes thereto) of the Company REIT included in the Company REIT SEC Documents complied were prepared in conformity with GAAP consistently applied throughout the periods covered thereby (except in each case as described in the notes thereto) and fairly presented 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-X of the SEC) and fairly present the consolidated financial position position, results of operations and cash flows of the Company REIT and its consolidated subsidiaries as of at the respective dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, statements to normal year-end audit adjustments and to any other adjustments described therein), except to the extent corrected in a subsequently filed REIT SEC Document filed with the SEC prior to the date hereof.

SEC Documents. The Financial Statements. Since January 13, 2006 the Company has filed or furnished, as applicable, all required reports, schedules, forms, statements and other documents required to be filed by it with the SEC since December 31under of the Securities Exchange Act of 1934, 1995 as amended (such documents, together with the “1934 Act”) (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, collectively being hereinafter referred to herein as the "Company “SEC Documents"”). The Company has delivered to the Buyers or their representatives, or made available through the SEC’s website at xxxx://xxx.xxx.xxx, true and complete copies of the SEC Documents. As of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included disclosed in the Company SEC Documents (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, . Such financial statements have been prepared in accordance with U.S. generally accepted accounting principles (exceptprinciples, in the case of unaudited statementsconsistently applied, as permitted by Form 10-Q of the SEC) applied on a consistent basis 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 10-01 of Regulation S-X of to the SECextent they may exclude footnotes or may be condensed or summary statements) and and, fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and other adjustments described thereinadjustments).

SEC Documents. The Company has timely filed all required reports, schedules, forms, statements and other documents with the SEC since December 31January 1, 1995 1996 (such documentsreports, together with all exhibits schedules, forms, statements and schedules thereto and other documents incorporated by reference therein, collectively are hereinafter referred to herein as the "Company SEC Documents"). As of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act 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 as of such dates contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included in the Company SEC Documents complied 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"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 interim financial statements, as permitted by Rule 10-01 of Regulation S-X of the SECX) and fairly present present, in all material respects, the consolidated financial position of the Company and its consolidated subsidiaries Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited interim financial statements, to normal year-end audit adjustments and other adjustments described thereinrecurring adjustments).

SEC Documents. The Company (i) Summit has filed all required reports, schedules, forms, statements and other documents with the SEC since December 31May 21, 1995 1997 (such documentsreports, together with all exhibits schedules, forms, statements and schedules thereto and other documents incorporated by reference therein, collectively are hereinafter referred to herein as the "Company SEC Documents"). As ; (ii) as of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents 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 ; and (iii) the consolidated financial statements of the Company Summit included in the Company SEC Documents complied 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 consolidated quarterly statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods period 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 of the SECthereto) and fairly present presented in all material respects the consolidated financial position of the Company Summit and its consolidated subsidiaries Subsidiaries as of the dates thereof and the consolidated results of their operations operation and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments and other adjustments described thereinadjustments).

SEC Documents. The Company has filed all required reports, schedules, forms, statements and other documents with the SEC since December 31relating to periods commencing on or after January 1, 1995 1998 (such documentsreports, together with all exhibits schedules, forms, statements and schedules thereto and other documents incorporated by reference therein, collectively being hereinafter referred to herein as the "Company SEC Documents"). As of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act 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 as of such dates contained any untrue statement statements of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included in the Company SEC Documents complied 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 consolidated quarterly statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may otherwise be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SECthereto) and fairly present the consolidated financial position of the Company and its consolidated subsidiaries Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments and adjustments). No Subsidiary is required to file any form, report or other adjustments described therein)document with the SEC.

SEC Documents. The Company TCP has delivered to the Sellers each registration statement, report, proxy statement or information statement (as defined in Regulation 14C under the Exchange Act) prepared by it since March 11, 1997, which reports constitute all of the documents required to be filed all required reportsby TCP with the Securities and Exchange Commission ("SEC") since such date, schedules, forms, statements each in the form (including exhibits and other documents any amendments thereto) filed with the SEC since December 31(collectively, 1995 (such documents, together with all exhibits and schedules thereto and documents incorporated by reference therein, collectively referred to herein as the "Company SEC DocumentsTCP Reports"). As of their respective dates, the Company SEC Documents TCP Reports (a) complied as to form in all material respects with the applicable requirements of the Securities Act of 1933Act, 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, thereunder; and none of the Company SEC Documents 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 consolidated financial statements Each of the Company consolidated balance sheets of TCP included in or incorporated by reference into the Company SEC Documents complied TCP Reports (including the related notes and schedules) fairly present 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-X of the SEC) and fairly present the consolidated financial position of the Company and its consolidated subsidiaries TCP as of the dates thereof its date, and each of the consolidated results statements of their operations income, retained earnings and cash flows of TCP included in or incorporated by reference into the TCP Reports (including any related notes and schedules) fairly present in all material respects the results of operations, retained earnings or cash flows, as the case may be, of TCP for the periods then ended set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments and other adjustments described which would not be material in amount or effect), in each case in accordance with GAAP consistently applied during the periods involved, except as may be noted therein).

SEC Documents. The Company Parent has filed all required reports, schedules, forms, statements and other documents with the SEC since December 31January 1, 1995 1994 (such documents, together with all exhibits and schedules thereto and documents incorporated by reference therein, collectively referred to herein as the "Company Parent SEC Documents"). As of their respective dates, the Company Parent SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company Parent SEC Documents, and none of the Company Parent SEC Documents as of such dates contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company Parent included in the Company Parent SEC Documents complied 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-X of the SECthereto) and fairly present the consolidated financial position of the Company Parent and its consolidated subsidiaries Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and other adjustments described thereinadjustments).

SEC Documents. The Company has furnished Investor with a true, correct and complete copy of each report, schedule, registration statement and definitive proxy statement filed by La Petite (or its predecessor) with the Securities and Exchange Commission ("SEC") on or after August 26, 1995 (the "SEC Documents"), which are all the documents (other than preliminary material) that La Petite (or its predecessor) was required reports, schedules, forms, statements and other documents to file (or otherwise did file) with the SEC since December 31on or after such date. As of their respective dates, 1995 none of the SEC Documents (such documents, together with including all exhibits and 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 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 ) 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, therein in light of the circumstances under which they were made, not misleading. The consolidated financial statements of , and the Company included in the Company 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 La Petite (or its predecessor) as of the fiscal years ended August 26, 1995, August 31, 1996 and August 30, 1997, included in the SEC Documents 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 (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis GAAP 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-X of Q promulgated by the SEC) and fairly present (subject, in the consolidated case of the unaudited statements to normal audit adjustments) the financial position of the Company and its consolidated subsidiaries La Petite as of at the dates thereof and the consolidated its results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and other adjustments described therein)ended.

SEC Documents. The Company Except as set forth in Schedule 6.7 of the Excel Disclosure Letter, Excel has timely filed all required reports, schedules, forms, statements reports and other documents with the SEC since December 31January 1, 1995 (such documentscollectively, together with all exhibits and schedules thereto and documents incorporated by reference therein, collectively referred to herein as the "Company SEC DocumentsExcel Reports"). As of their respective dates, the Company SEC Documents Excel Reports (i) complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended Laws and (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents 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 consolidated financial statements Each of the Company consolidated balance sheets of Excel included in or incorporated by reference into the Company SEC Documents complied Excel Reports (including the related notes and schedules) fairly presents 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-X of the SEC) and fairly present the consolidated financial position of the Company Excel and its consolidated subsidiaries Subsidiaries as of the dates thereof its date and each of the consolidated results statements of their operations income, retained earnings and cash flows of Excel included in or incorporated by reference into the Excel Reports (including any 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 Excel and its Subsidiaries for the periods then ended set forth therein (subject, in the case of unaudited statements, to 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 or in the notes thereto and other adjustments described therein)except, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC.

SEC Documents. The Company has filed all required reports, ------------- schedules, forms, statements and other documents with the SEC since December 31January 28, 1995 1997 (such documentsreports, together with all exhibits schedules, forms, statements and schedules thereto and other documents incorporated by reference therein, collectively are hereinafter referred to herein as the "Company SEC Documents"). As of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act 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 as of such dates contained any untrue statement statements of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included in the Company SEC Documents complied 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 otherwise be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SECthereto) and fairly present the consolidated financial position of the Company and its consolidated subsidiaries Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments and other adjustments described thereinadjustments).

SEC Documents. The Company has filed all required reports, schedules, forms, statements All of Encore’s reports and other documents required to be filed by Encore with the SEC Securities and Exchange Commission (the “SEC”) since December 31, 1995 2004 (such documents, together with all exhibits and schedules thereto and documents incorporated by reference therein, collectively referred to herein as the "Company “SEC Documents"”) pursuant to the requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). As , as of their the respective dates, the Company dates of such SEC Documents Documents: (a) complied in all material respects with the requirements of the Securities Exchange 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 contained (b) when filed 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 the light of the circumstances under which they were made, not misleading. The consolidated As of their respective dates, the financial statements of the Company Encore included in the Company SEC Documents 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 accounting principles generally accepted accounting principles (except, in the case United States of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis America 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 of the SEC) and fairly present the consolidated financial position of the Company Encore and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and other adjustments described thereinthe lack of complete footnotes).

SEC Documents. The Company ISSUER’s Common Stock is registered pursuant to Section 12(g) of the Exchange Act. Since January 1, 2003, the ISSUER believes it has filed with the SEC all required reports, schedules, forms, statements and other documents with the SEC since December 31, 1995 required to be filed (such documentsreports, together with all exhibits schedules, forms, statements and schedules thereto and other documents incorporated by reference therein, collectively are hereinafter referred to herein as the "Company SEC Documents"). As To the best knowledge of their respective datesthe ISSUER, the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company ISSUER, included in the Company SEC Documents complied (the "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) 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 of the SECX) and fairly present present, in all material respects, the consolidated financial position of the Company and its consolidated subsidiaries ISSUER as of the dates thereof and the consolidated 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 the absence of complete notes and to normal year-end audit adjustments adjustments). However, the Form 10-QSB for the quarters ended June 30, 2006 and other adjustments described therein)September 30, 2006 have not been reviewed by independent auditors for the Company. Since the date of the Financial Statements for the quarter ended September 30, 2006, there has been no material adverse change in the financial condition of the ISSUER. To the best of the ISSUER’s knowledge, since the date of the filing of the Form 10-QSB for the quarter ended September 30, 2006, there have been no events relating to the business or financial condition of the ISSUER that requires the filing of a Report on Form 8-K by the ISSUER.

SEC Documents. The Company has timely filed all documents that the Company was required reports, schedules, forms, statements and other documents to file with the SEC Securities and Exchange Commission (the "SEC") under Sections 13 or 14(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since December 3131 , 1995 1996 (such documentscollectively, together with all exhibits and schedules thereto and documents incorporated by reference therein, collectively referred to herein as the "Company SEC Documents"). As of their respective filing dates, or such later date on which such reports were amended, the Company SEC Documents complied in all material respects with the requirements of the Exchange Act or the Securities Act of 1933, as amended (the "Securities 1933 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 applicable. No SEC Documents as of their respective dates, or such later date on which such reports were amended, or press release, containing information material to the business as a whole, 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 consolidated financial statements of the Company included in the Company SEC Documents complied (the "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 . Except as may be indicated in accordance with generally accepted accounting principles (exceptthe notes to the Financial Statements or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) , 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 of the SEC) and fairly present the consolidated financial position of the Company and its consolidated any subsidiaries as of at the dates thereof and the consolidated results of their operations and consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and other adjustments described thereinnormal, recurring adjustments).

SEC Documents. The Company Purchaser has filed all required reports, schedules, forms, statements and other documents (the “SEC Documents”) required to be filed by Purchaser with the SEC Securities and Exchange Commission (the “SEC”) since December 31, 1995 (such documents, together with all exhibits and schedules thereto and documents incorporated by reference therein, collectively referred 2005 pursuant to herein as the "Company SEC Documents")Exchange Act. As of their its respective datesdate, except to the Company extent that information contained in any SEC Documents Document has been revised or superseded by a later filed SEC Document, (i) each SEC Document complied in all material respects with the requirements of the Securities Exchange 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 DocumentsDocument, and (ii) none of the Company SEC Documents contained contains any untrue statement of a material fact or omitted omits 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. The misleading and (iii) the consolidated financial statements of the Company Purchaser included in the Company SEC Documents complied 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 principals (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-X of the SECthereto) and fairly present the consolidated financial position of the Company Purchaser and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended shown (subject, in the case of unaudited statements, to normal year-end audit adjustments and other adjustments described thereinadjustments).

SEC Documents. The Company TMW has filed all required reports, schedules, forms, statements and other documents with the SEC since December 31January 30, 1995 1998 (such documents, together with all exhibits and schedules thereto and documents incorporated by reference therein, collectively referred to herein as the "Company TMW SEC Documents"). As of their respective dates, the Company TMW SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company TMW SEC Documents, and none of the Company TMW SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company TMW included in the Company TMW SEC Documents 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-X of the SEC) and fairly present the consolidated financial position of the Company TMW and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and other adjustments described therein). Except as set forth in the TMW SEC Documents, since the date of filing of such financial statements there has been no Material Adverse Change with respect to TMW and its subsidiaries taken as a whole.

SEC Documents. The Company has furnished the Purchaser with a correct and complete copy of each report, schedule and registration statement filed all required reports, schedules, forms, statements and other documents by the Company with the SEC since December 31on or after January 1, 1995 (the "SEC Documents"), which are all ------------- the documents (other than preliminary material) that the Company was required to file (or otherwise did file) with the SEC on or after such documentsdate. As of their respective dates, together with none of the SEC Documents (including all exhibits and 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 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 ) 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 consolidated financial statements of the Company included in the Company SEC Documents 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 (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis GAAP 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-X of Q promulgated by the SEC) and fairly present (subject, in the case of the unaudited statements, to normal audit adjustments) the consolidated financial position of the Company and its consolidated subsidiaries Subsidiaries as of at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and other adjustments described therein)ended.

SEC Documents. The Company (a) PAHOC has filed all required reports, schedules, forms, statements reports and other documents with the SEC since December 31, 1995 1996 (such documentscollectively, together with all exhibits and schedules thereto and documents incorporated by reference therein, collectively referred to herein as the "Company PAHOC SEC DocumentsReports"), all of which were prepared in accordance with the applicable requirements of the Securities Laws. As of their respective dates, the Company PAHOC SEC Documents Reports (i) complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended Laws and (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents 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 consolidated financial statements Each of the Company consolidated balance sheets of PAHOC included in or incorporated by reference into the Company PAHOC SEC Documents complied 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 (except, in the case of unaudited statements, as permitted by Form 10-Q of the SECschedules) 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 of the SEC) and fairly present presents the consolidated financial position of the Company PAHOC and its consolidated subsidiaries PAHOC Subsidiaries as of the dates thereof its date and each of the consolidated results statements of their operations income, retained earnings and cash flows of PAHOC included in or incorporated by reference into the PAHOC 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 PAHOC and PAHOC Subsidiaries for the periods then ended set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments and other adjustments described thereinwhich 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, in the case of the unaudited statements, as permitted by Form 10-Q pursuant to Section 13 or 15(d) of the Exchange Act.

SEC Documents. The Company Parent has filed all required reports, schedules, forms, statements reports and other documents with the SEC since December 31August 6, 1995 1996 (such documentscollectively, together with all exhibits and schedules thereto and documents incorporated by reference therein, collectively referred to herein as the "Company Parent SEC DocumentsReports"), all of which were prepared in accordance with the applicable requirements of the Securities Laws. As of their respective dates, the Company Parent SEC Documents Reports (a) complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended Laws and (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents 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 consolidated financial statements Each of the Company consolidated balance sheets of Parent included in or incorporated by reference into the Company Parent SEC Documents complied 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 (except, in the case of unaudited statements, as permitted by Form 10-Q of the SECschedules) 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 of the SEC) and fairly present presents the consolidated financial position of Parent and the Company and its consolidated subsidiaries Parent Subsidiaries as of the dates thereof its date and each of the consolidated results statements of their operations income, retained earnings and cash flows of Parent included in or incorporated by reference into the 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 the Parent Subsidiaries for the periods then ended set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments that 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 and other adjustments described therein)except, in the case of the unaudited statements, as permitted by Form 10-Q pursuant to Section 13 or 15(d) of the Exchange Act.

SEC Documents. The Company (i) Evergreen has filed all required reports, schedules, forms, statements and other documents with the SEC since December 31January 1, 1995 (such documentsreports, together with all exhibits schedules, forms, statements and schedules thereto and other documents incorporated by reference therein, collectively are hereinafter referred to herein as the "Company SEC Documents"). As ; (ii) as of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents 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 ; and (iii) the consolidated financial statements of the Company Evergreen included in the Company SEC Documents complied 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-X of the SECX) and fairly present present, in all material respects, the consolidated financial position of the Company Evergreen and its consolidated subsidiaries as of the dates thereof and the consolidated 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 and other adjustments described thereinadjustments).. 2.5

SEC Documents. The Company has timely filed all documents that the Company was required reports, schedules, forms, statements and other documents to file with the SEC Securities and Exchange Commission (the "SEC") under Sections_13 or 14(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since December 31_, 1995 1996 (such documentscollectively, together with all exhibits and schedules thereto and documents incorporated by reference therein, collectively referred to herein as the "Company SEC Documents"). As of their respective filing dates, or such later date on which such reports were amended, the Company SEC Documents complied in all material respects with the requirements of the Exchange Act or the Securities Act of 1933, as amended (the "Securities 1933 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 applicable. No SEC Documents as of their respective dates, or such later date on which such reports were amended, or press release, containing information material to the business as a whole, 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 consolidated financial statements of the Company included in the Company SEC Documents complied (the "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 . Except as may be indicated in accordance with generally accepted accounting principles (exceptthe notes to the Financial Statements or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) , 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 of the SEC) and fairly present the consolidated financial position of the Company and its consolidated any subsidiaries as of at the dates thereof and the consolidated results of their operations and consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and other adjustments described thereinnormal, recurring adjustments).

SEC Documents. The Company HMA has made available to River Oaks a true, correct and complete copy of HMA's Annual Report on Form 10-K for the year ended September 30, 1996, quarterly reports on Form 10-Q for the quarters ended December 31, 1996, March 31, 1997 and June 30, 1997, and definitive proxy statement for the annual meeting of shareholders of HMA held on February 18, 1997, all as filed all required reports, schedules, forms, statements and other documents by HMA with the SEC since December 31(collectively, 1995 (such documents, together with all exhibits and schedules thereto and documents incorporated by reference therein, collectively referred to herein as the "Company HMA SEC DocumentsDOCUMENTS"). As of their respective dates, the Company HMA SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the and 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 HMA SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company HMA included in the Company HMA SEC Documents complied comply 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 (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 the unaudited statements, as permitted by Rule Form 10-01 of Regulation S-X Q of the SEC) and fairly present (subject, in the case of the unaudited statements, to normal, recurring audit adjustments) the consolidated financial position of the Company HMA and its consolidated subsidiaries Subsidiaries as of at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and other adjustments described therein)ended.

SEC Documents. The Company Parent has filed all required reports, schedules, forms, statements and other documents with the SEC under the Exchange Act since December 31January 1, 1995 1998 (such documents, together with all exhibits and schedules thereto and documents incorporated by reference therein, therein collectively referred to herein as the "Company Parent SEC Documents"). As of their respective dates, the Company Parent SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company Parent SEC Documents, and none of the Company Parent SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company Parent included in the Company Parent SEC Documents 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-X of the SEC) and fairly present the consolidated financial position of the Company Parent and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and other adjustments described therein).

SEC Documents. The Company PHP has filed all required reports, schedules, ------------- forms, statements and other documents with the SEC Securities and Exchange Commission since December 31April 30, 1995 1996 (such documents, together with all exhibits and schedules thereto and documents incorporated by reference therein, collectively referred to herein as the "Company SEC Documents"). As All of the SEC Documents --------------- (other than preliminary material or material which was subsequently amended), as of their respective filing dates, the Company SEC Documents complied in all material respects with the all applicable requirements of the Securities Act of 1933, as amended (amended, and the "Securities Act"), or the Exchange ActAct of 1934, as the case may beamended, and and, in each case, the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents. None of the SEC Documents, and none as of the Company SEC Documents their respective dates, contained any untrue statement statements 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 amended, modified or superseded by later SEC Documents. The PHP's consolidated financial statements of the Company included in the Company SEC Documents complied complied, as to form in all material respects 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 promulgated under the SECExchange 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-X of the SECthereto) and fairly present presented, in accordance with the applicable requirements of GAAP, the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end recurring adjustments that would be made in the course of an audit adjustments and other adjustments described thereinthat would not be material). Since April 30, 1997, no Material Adverse Change has occurred in the business, assets, liabilities, condition (financial or other) or results of operations of PHP.

SEC Documents. The Company Allied has timely filed all required ------------- reports, schedules, forms, statements and other documents with the SEC since December 31January, 1995 1998 (such documentsreports, together with all exhibits schedules, forms, statements and schedules thereto and other documents incorporated by reference therein, collectively are hereinafter referred to herein as the "Company SEC Documents"). As of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act 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 as of such dates contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company Allied included in the Company SEC Documents complied 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) GAAP applied on a consistent basis during the periods involved presented (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as permitted by Rule 10-01 of Regulation S-X of the SECX) and fairly present present, in all material respects, the consolidated financial position of the Company Allied and its consolidated subsidiaries Allied Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited interim financial statements, to normal year-end audit adjustments and other adjustments described therein)adjustments) in accordance with GAAP.

SEC Documents. The Company (i) Xxxxxxx has filed all required reports, schedules, forms, statements and other documents with the SEC since December 31January 1, 1995 1998 (such documents, together with all exhibits and 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 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 contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company Xxxxxxx included in the Company SEC Documents complied 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 in the United States ("US 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-X of the SECthereto) and fairly present the consolidated financial position of the Company Xxxxxxx and its consolidated subsidiaries Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and other adjustments described thereinadjustments).

SEC Documents. The Company has filed all required reports, schedules, forms, statements and other documents with the SEC since December 31, 1995 (such documents, together with all exhibits and schedules thereto and documents incorporated by reference therein, collectively referred to herein as the "Company SEC Documents"). a) As of their respective dates, each registration statement, report, proxy statement or information statement (as defined in Regulation 14C under the Company SEC Documents Securities Exchange Act of 1934, as amended (the "Exchange Act")) of Parent prepared by it since its initial public offering (including, without limitation, the Registration Statement on Form S-1 with respect to its initial public offering), in the form (including exhibits and any amendments thereto) filed with the SEC, (collectively, the "Parent Reports") (i) complied as to form in all material respects with the applicable requirements of the Securities Act of 1933Act, 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 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, except that information as of a later date shall be deemed to modify information as of an earlier date. The consolidated financial statements Each of the Company consolidated balance sheets included in or incorporated by reference into the Company SEC Documents complied Parent Reports (including the related notes and schedules) fairly presents 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-X of the SEC) and fairly present the consolidated financial position of the Company and its consolidated subsidiaries Parent as of the dates thereof its date, and each of the consolidated 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 for the periods then ended set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments and other adjustments described adjustments), in each case in accordance with GAAP consistently applied throughout the periods indicated, except as may be noted therein).

SEC Documents. The Company Parent has filed all required reports, schedules, forms, statements and other documents with the SEC since December 31, 1995 Securities and Exchange Commission the (such documents, together with all exhibits and schedules thereto and documents incorporated by reference therein, collectively referred to herein as the "Company SEC Documents"). As Parent has made available to the Sellers true, correct and complete copies of all Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and final Proxy Statements included within the SEC Documents. All of the SEC Documents (other than preliminary material or material which was subsequently amended), as of their respective filing dates, the Company SEC Documents complied in all material respects with the all applicable requirements of the Act, and the Securities Exchange Act of 19331934, as amended amended, (the "Securities Exchange Act"), or the Exchange Act, as the case may be, and the rules and regulations . None of the SEC promulgated thereunder applicable to such Company SEC Documents, and none as of the Company SEC Documents their respective dates, contained any untrue statement statements 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 amended, modified or superseded by later SEC Documents. The Parent's consolidated financial statements of the Company included in the Company SEC Documents complied 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 (except, in the case of unaudited statements, as permitted by Form 10-Q of the SECQ) 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 of the SECthereto) and fairly present presented, in accordance with the applicable requirements of GAAP, the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and other adjustments described thereinadjustments).

SEC Documents. The Company YGYI has filed on a timely basis all required reports, schedules, forms, statements and other documents required to be filed by it with the SEC since December 31Securities and Exchange Commission (“SEC”) pursuant to the reporting requirements of the Securities Exchange Act of 1934, 1995 as amended (such documentsthe “1934 Act”), together with all exhibits and schedules thereto and documents incorporated by reference therein, collectively referred including material filed pursuant to herein as Section 13(a) or 15(d) (the "Company “SEC Documents"”). As of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities “1933 Act"), ”) or the Exchange Act, 1934 Act as the case may be, be and the rules and regulations of the SEC promulgated thereunder and other federal, state and local laws, rules and regulations applicable to such Company SEC Documents, and none of the Company SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company YGYI included in the Company SEC Documents complied 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 (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 (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-X of to the SECextent they may not include footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries YGYI as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-year end audit adjustments and other adjustments described thereinadjustments).

SEC Documents. The Company Parent has filed in a timely manner all required -------------- reports, schedules, forms, statements and other documents with the SEC since December 31September 30, 1995 1994 (such documentsreports, together with all exhibits schedules, forms, statements and schedules thereto and other documents incorporated by reference therein, collectively are hereinafter referred to herein as the "Company Parent SEC Documents"). As of their respective dates, the Company Parent SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company Parent SEC Documents, and none of the Company Parent SEC Documents as of such dates contained any untrue statement statements of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company Parent included in the Company Parent SEC Documents complied 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 otherwise be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SECthereto) and fairly present the consolidated financial position of the Company Parent and its consolidated subsidiaries Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-year- end audit adjustments which were not and other adjustments described thereinare not expected to be material in amount).

SEC Documents. The Company Since June 30, 1997, Buyer has filed all required -------------- reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) with the SEC since December 31, 1995 (such documents, together with all exhibits and schedules thereto and documents incorporated by reference therein, collectively referred to herein as the "Company Buyer SEC --------- Documents"). As of their respective dates, the Company Buyer SEC Documents complied in --------- all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company Buyer SEC Documents, and none of the Company no Buyer SEC Documents Document when filed (as amended and restated and as supplemented by subsequently filed Buyer SEC Documents) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company Buyer included in the Company Buyer SEC Documents complied as to form, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, 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-X of the SECthereto) and fairly present the consolidated financial position of the Company Buyer and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and other adjustments described thereinadjustments).

SEC Documents. The Company Parent has filed all required reports, schedules, forms, statements and other documents SEC Documents (the "Parent SEC Documents") with the SEC since December 31January 1, 1995 (such documents1998. To Parent's knowledge, together with all exhibits and schedules thereto and documents incorporated by reference therein, collectively referred to herein as the "Company SEC Documents"). As of their respective dates, the Company Parent SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company Parent SEC Documents, and none of the Company Parent SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company Parent included in the Company Parent SEC Documents complied comply 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-X of the SECthereto) and fairly present the consolidated financial position of the Company Parent and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and other adjustments described therein).

SEC Documents. (i) The Company has filed all required reports, schedules, forms, statements and other documents with the SEC since December 31November 30, 1995 1994 (such documentsreports, together with all exhibits schedules, forms, statements and schedules thereto and other documents incorporated by reference therein, collectively filed and/or required to be filed are hereinafter referred to herein as the "Company SEC Documents"). As ; (ii) as of their respective dates, the Company SEC Documents complied complied, in all material respects 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 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 ; and (iii) the consolidated financial statements of the Company included in the Company SEC Documents complied 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 Item 310 of Regulation S-X of the SECB) and fairly present the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments and other adjustments described thereinadjustments).

SEC Documents. The Company Apertus has filed all required reports, schedules, forms, statements statements, and other documents with the SEC since December 31September 30, 1995 1994 (such together with later filed documents that revise or supersede earlier filed documents, together with all exhibits and schedules thereto and documents incorporated by reference therein, collectively referred to herein as the "Company Apertus SEC Documents"). As of their respective dates, the Company Apertus SEC Documents complied as to form 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 Apertus SEC Documents, and none . None of the Company Apertus SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company Apertus included in the Company Apertus SEC Documents 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 SECExchange 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 of the SEC) and fairly present the consolidated financial position of the Company Apertus and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and other adjustments described thereinadjustments).

SEC Documents. The Company Purchaser has filed all required registration statements, prospectuses, reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) with the SEC since December 31, 1995 Securities and Exchange Commission (such documents, together with all exhibits and schedules thereto and documents incorporated by reference therein, collectively referred to herein as the "Company SEC") since August 2, 2000 (the "SEC DocumentsReports"). As of their respective dates, the Company SEC Documents Reports complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Securities Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC DocumentsReports, and none of the Company SEC Documents Reports 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 consolidated financial statements of the Company Purchaser included in the Company SEC Documents Reports complied as to form, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, 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 SECQ) 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 of the SECthereto) and fairly present in all material respects the consolidated financial position of the Company Purchaser and its consolidated subsidiaries Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and other adjustments described thereinadjustments).

SEC Documents. The Company has furnished Parent and Acquisition Sub with a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed all required reports, schedules, forms, statements and other documents by the Company with the SEC since December 31February 1, 1995 1994 (such documents, together with all exhibits and schedules thereto and documents incorporated by reference therein, collectively referred to herein as the "SEC DOCUMENTS"), which are all the documents (other than preliminary materials) that the Company was required to file with the SEC since that date. The SEC Documents"). As , as of their respective dates, the Company SEC Documents complied in all material respects with the applicable requirements of the Securities Exchange Act of 19331934, as amended (the "Securities ActEXCHANGE 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 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 consolidated financial statements of the Company included in the Company SEC Documents complied 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 the unaudited statements, for the absence of notes thereto or as permitted by Rule Form 10-01 of Regulation S-X QSB of the SEC) and fairly present (subject, in the consolidated financial position case of the unaudited statements, to normal, recurring audit adjustments) the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and other adjustments described therein).ended. The Company has not received any management letters or draft

SEC Documents. The Company Except as set forth in Schedule 6.7 of the Excel Disclosure Letter, Excel has timely filed all required reports, schedules, forms, statements reports and other documents with the SEC since December 31January 1, 1995 (such documentscollectively, together with all exhibits and schedules thereto and documents incorporated by reference therein, collectively referred to herein as the 31 "Company SEC DocumentsExcel Reports"). As of their respective dates, the Company SEC Documents Excel Reports (i) complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended Laws and (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents 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 consolidated financial statements Each of the Company consolidated balance sheets of Excel included in or incorporated by reference into the Company SEC Documents complied Excel Reports (including the related notes and schedules) fairly presents 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-X of the SEC) and fairly present the consolidated financial position of the Company Excel and its consolidated subsidiaries Subsidiaries as of the dates thereof its date and each of the consolidated results statements of their operations income, retained earnings and cash flows of Excel included in or incorporated by reference into the Excel Reports (including any 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 Excel and its Subsidiaries for the periods then ended set forth therein (subject, in the case of unaudited statements, to 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 or in the notes thereto and other adjustments described therein)except, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC.

SEC Documents. The Company PTI has made available to MicroLegend a true, correct and complete copy of PTI's Annual Report on Form 10-K for the year ended December 31, 1998, quarterly reports on Form 10-Q for the quarters ended March 31, 1999, June 30, 1999 and September 30, 1999, and definitive proxy statement for the Annual Meeting of Stockholders of PTI held on June 8, 1999, all as filed all required reports, schedules, forms, statements and other documents by PTI with the SEC since December 31(collectively, 1995 (such documents, together with all exhibits and schedules thereto and documents incorporated by reference therein, collectively referred to herein as the "Company PTI SEC Documents"). As of their respective dates, the Company PTI SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the and 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 PTI SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company PTI included in the Company PTI SEC Documents complied are complete, accurate and comply 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 (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) American 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 of Regulation S-X Q of the SEC) and fairly present (subject, in the case of the unaudited statements, to normal, recurring audit adjustments) the consolidated financial position of the Company PTI and its consolidated subsidiaries Subsidiaries as of at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and other adjustments described therein)ended.

SEC Documents. The Company has filed all required reports, schedules, ------------- forms, statements and other documents with the SEC since December 3117, 1995 1997 (such documentsreports, together with all exhibits schedules, forms, statements and schedules thereto and other documents incorporated by reference therein, collectively being hereinafter referred to herein as the "Company SEC Documents"). As of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act 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 as of such dates contained any untrue statement statements of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included in the Company SEC Documents complied 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 otherwise be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SECthereto) and fairly present the consolidated financial position of the Company and its consolidated subsidiaries Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments and other adjustments described thereinadjustments).

SEC Documents. The Company Parent has filed all required reports, ------------- schedules, forms, statements and other documents with the SEC since December 31January 1, 1995 1997 (such documentsreports, together with all exhibits schedules, forms, statements and schedules thereto and other documents incorporated by reference therein, collectively are hereinafter referred to herein as the "Company Parent SEC Documents"). As of their respective dates, or if amended, as of the Company date of such amendment, the Parent SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company Parent SEC Documents, and none of the Company Parent SEC Documents as of such dates contained any untrue statement statements of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company Parent included in the Company Parent SEC Documents complied 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 otherwise be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SECthereto) and fairly present the consolidated financial position of the Company Parent and its consolidated subsidiaries Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments and other adjustments described thereinadjustments).

SEC Documents. The Company Panther has filed with the Securities and Exchange Commission (the "COMMISSION") all required reports, schedules, forms, statements and other documents required by the Securities Act or the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT") or the rules or regulations promulgated thereunder to be filed by Panther in each case in the form and with the SEC since December 31substance prescribed by either such Act or such rules or regulations (collectively, 1995 (such documents, together with and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, collectively referred to herein as the "Company SEC DocumentsDOCUMENTS")) including, without limitation, proxy information and solicitation materials, in each case in the form and with the substance prescribed by either such Act or such rules or regulations. As of their respective datesfiling dates (or if amended, revised or superseded by a subsequent filing with the Commission then on the date of such subsequent filing), the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC Commission promulgated thereunder and other federal, state and local laws, rules and regulations applicable to such Company the SEC Documents, and none of the Company SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company Panther included in all SEC Documents, including any amendments thereto (the Company "SEC Documents FINANCIAL STATEMENTS"), complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Commission with respect theretothereto and, have been as at the dates as of which the same were prepared and for the periods then ended, fairly presented in all material respects the financial condition and results of operations of Panther and its affiliates on a consolidated basis in accordance with generally accepted accounting principles (exceptconsistently applied throughout all such periods, 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-X of the SEC) and fairly present the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and other adjustments described thereindisclosed on Schedule 5.7(c).. -40-

SEC Documents. The Company (a) Since December 13, 1995, the Purchaser has filed all required reports, schedules, forms, statements and other documents with the SEC since December 31, 1995 required to be filed under the Securities Act or the Exchange Act (such documentsdocuments filed with the SEC on or before January 15, together with all exhibits and schedules thereto and documents incorporated by reference therein, collectively 1997 referred to herein as the "Company Purchaser SEC Documents"). As of their respective dates, (i) the Company Purchaser SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and (ii) none of the Company Purchaser SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company Purchaser included in the Company Purchaser SEC Documents complied 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-X of the SECthereto) and fairly present the consolidated financial position of the Company Purchaser and its consolidated subsidiaries Subsidiaries as of at the dates thereof and the consolidated results of their operations and cash flows changes in financial position for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein).

SEC Documents. The Company Neoprobe has made available to the Investors a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed all required reports, schedules, forms, statements and other documents by Neoprobe with the SEC since December 31January 1, 1995 (as such documentsdocuments have since the time of their filing been amended, together with all exhibits and schedules thereto and documents incorporated by reference therein, collectively referred to herein as the "Company SEC Documents")) which are all the documents (other than preliminary material) that Neoprobe was required to file with the SEC since such date. As of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Securities Exchange Act, Act as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, Documents and none of the Company SEC Documents contained any untrue statement of a material fact or omitted to state a statement of material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company Neoprobe included in the Company SEC Documents complied 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 (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 the unaudited statements, as permitted by Rule Form 10-01 of Regulation S-X Q of the SEC) and fairly present the consolidated financial position of the Company and its consolidated subsidiaries Neoprobe as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and other adjustments described therein)ended.

SEC Documents. The Company Buyer has filed on a timely basis all required reports, schedules, forms, statements and other documents with the SEC since December 31January 1, 1995 2003 (such documents, together with all exhibits and 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 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 the SEC Documents, and none of the Company SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company Buyer included in the Company SEC Documents complied comply 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 QSB 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-X of the SECthereto) and fairly present the consolidated financial position of the Company Buyer and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited the interim financial statements, to normal year-end audit adjustments and other adjustments described thereinadjustments).

SEC Documents. The Company has filed furnished to each Investor: the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 1996 and all documents that the Company was required reportsto file, scheduleswhich it represents and warrants it did timely file, forms, statements and other documents with the SEC under Sections 13 or 14(a) of the Securities Exchange Act of 1934, as amended ("EXCHANGE ACT"), since December March 31, 1995 1996 (such documentscollectively, together with all exhibits and schedules thereto and documents incorporated by reference therein, collectively referred to herein as the "Company SEC Documents"). As of their respective filing dates, or such later date on which such reports were amended, the Company SEC Documents complied in all material respects with the requirements of the Securities Exchange Act of 1933, as amended (the "Securities Act"), or the Exchange 1933 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 applicable. The SEC Documents contained as of their respective dates, or such later date on which such reports were amended, did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included in the Company SEC Documents complied ("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 . Except as may be indicated in accordance with generally accepted accounting principles (exceptthe notes to the Financial Statements or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) , 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 of the SEC) and fairly present the consolidated financial position of the Company and its consolidated any subsidiaries as of at the dates thereof and the consolidated results of their operations and consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and other adjustments described thereinnormal, recurring adjustments).

SEC Documents. The Company JMAR has timely filed all required reports, schedules, forms, statements reports and other documents with the SEC since December 31January 1, 1995 1999 (such documentscollectively, together with all exhibits and schedules thereto and documents incorporated by reference therein, collectively referred to herein as the "Company SEC DocumentsJMAR Reports"). As of their respective dates, the Company SEC Documents JMAR Reports (a) complied in all material respects with the applicable requirements of the Securities Act of 1933Act, as amended (the "Securities Act"), or the Exchange Act, as the case may be, Act and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, (the "Securities Laws") and none of the Company SEC Documents 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 consolidated financial statements Each of the Company consolidated balance sheets of JMAR included in or incorporated by reference into the Company SEC Documents complied JMAR Reports (including the related notes and schedules) fairly presents 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-X of the SEC) and fairly present the consolidated financial position of the Company and its consolidated subsidiaries JMAR as of the dates thereof its date and each of the consolidated results statements of their operations operations, stockholders equity and cash flows of JMAR included in or incorporated by reference into the JMAR Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, stockholders equity or cash flows, as the case may be, of JMAR for the periods then ended set forth therein (subject, in the case of unaudited statements, to normal the absence of footnotes and to normal, year-end audit adjustments which would not be material in amount or effect), in each case in accordance with GAAP, except as may be noted therein or in the notes thereto and other adjustments described therein)except, in the case of the unaudited statements, as permitted by the Exchange Act.

SEC Documents. The Company has Xxxxxx hereby makes reference to the following documents filed all required reports, schedules, forms, statements and other documents with the Commission, as posted on the SEC’s website, xxx.xxx.xxx: (collectively, the “SEC since Documents”): (a) Form 10-12G filed with the Commission on August 12, 2011 and any subsequent amendments thereto, (b) Annual Reports on Form 10-K for the years ended March 31, 2012 and 2013 and Quarterly Reports on Form 10-Q for the quarterly periods ended May 31, 2011, December 30, 2011, June 30, 2012, September 30, 2012, March 31, 2013, June 30, 2013, September 30, 2013, December 31, 1995 2013 and any amendments thereto, (such documentsc) Schedule 14f-1 filed with the Commission on January 9, together 2014, (d) Current Reports on Form 8-K filed with all exhibits the Commission on October 23, 2011 and schedules thereto November 14, 2013; and documents incorporated by reference therein, collectively referred to herein as the "Company SEC Documents")any amendments thereto. As of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Exchange Act of 19331934, 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 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 the Company Xxxxxx included in the Company SEC Documents complied 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 Form 10-Q of the SECapplicable 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-X of the SECthereto) and fairly present the consolidated financial position of the Company and its consolidated subsidiaries Xxxxxx as of the dates thereof and the consolidated results its statements of their operations operations, stockholders’ equity (deficit) and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal and recurring year-end audit adjustments which were not and other adjustments described thereinare not expected to have a material adverse effect on Xxxxxx, its business, financial condition or results of operations). Except as and to the extent set forth on the balance sheet of Xxxxxx as of December 31, 2013 included in the SEC Documents, including the notes thereto or on Schedule 4.9 of this Agreement. Xxxxxx 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). Xxxxxx does not have pending before the Commission any request for confidential treatment of information.

SEC Documents. The Company IES has made available to IPW a true and complete copy of each report, schedule and registration statement filed all required reports, schedules, forms, statements and other documents by IES with the SEC since December 31January 1, 1995 (as such documentsdocuments have since the time of their filing been amended, together with all exhibits and schedules thereto and documents incorporated by reference therein, collectively referred to herein as the "Company IES SEC Documents")) which are all the documents (other than preliminary material) that IES was required to file with the SEC since that date. As of their respective dates, the Company IES SEC Documents complied in all material respects aspects 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 IES SEC Documents, and none of the Company IES SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company IES included in the Company IES SEC Documents complied 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 (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC"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 of Regulation S-X Q of the SEC) and fairly present the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of the unaudited statementsstatements to normal, recurring audit adjustments) the consolidated results of its operations and cash flows (or changes in financial position prior to normal year-end audit adjustments and other adjustments described thereinthe approval of Statement of Financial Accounting Standards Number 95 ("FASB 95")) for the periods then ended.

SEC Documents. The Company URI has timely filed all required reports, schedules, forms, statements and other documents with the SEC since December 31January 1, 1995 (such documents, together with all exhibits and schedules thereto and documents incorporated by reference therein, collectively referred to herein as the "Company URI SEC Documents"). As of their respective dates, the Company URI SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), ) or the Exchange Act, as the case may be, and the rules and regulations none of the SEC promulgated thereunder applicable to such Company URI SEC Documents, and none contained, as of the Company SEC Documents 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 therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company URI included in the Company URI SEC Documents complied 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-X of the SECthereto) and fairly present the consolidated financial position of the Company and its consolidated subsidiaries URI as of at the dates thereof and the consolidated results of their operations and cash flows changes in financial position for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein).

SEC Documents. The Company HOLL has filed all Securities and Exchange Commission Documents (thx "XEC Documents") required reports, schedules, forms, statements and other documents to be filed by it with the SEC since December 31January 1, 1995 1999 pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (such documents, together with all exhibits and schedules thereto and documents incorporated by reference therein, collectively referred to herein as the "Company SEC DocumentsExchange Act"). As of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Exchange 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 the SEC Documents, and none of the Company SEC Documents Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated As of their respective dates (or as amended), the financial statements of the Company HOLL included in the Company SEC Documents complied as to form in all material materxxx 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 generally accepted accounting principles (exceptprinciples, in the case of unaudited statementsconsistently applied, as permitted by Form 10-Q of the SEC) applied on a consistent basis 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 10-01 of Regulation S-X of to the SECextent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries HOLL as of the dates thereof and the consolidated results of their its operations and cash xxxx flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and other adjustments described thereinsubject, where applicable, to amendments to such financial statements included in the SEC Documents).

SEC Documents. (i) The Company has filed all required reports, -------------- schedules, forms, statements and other documents with the SEC Securities and Exchange Commission (the "SEC") since December 31January 1, 1995 2003 (such documentsreports, together with all exhibits schedules, --- forms, statements and schedules thereto and other documents incorporated by reference therein, collectively are hereinafter referred to herein as the "Company SEC --- Documents"). As ; (ii) as of their respective dates, the Company SEC Documents complied in --------- all material respects with the requirements of the Securities Act, or the Securities Exchange Act of 19331934, as amended (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 Company SEC Documents, and none of the Company SEC Documents as of such dates contained any untrue statement statements 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, 4 not misleading. The ; and (iii) in all material respects, (a) the consolidated financial statements of the Company included in the Company SEC Documents complied in all material respects comply as to form with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (b) 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 otherwise be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SECthereto) and (c) present fairly present the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments and other adjustments described thereinadjustments).

SEC Documents. The Company has filed all required reports, schedules, forms, statements and other documents with the SEC since December 31, 1995 (such documents, together with all exhibits and schedules thereto and documents incorporated by reference therein, collectively referred to herein as the "Company SEC Documents"). a) As of their respective dates, or, if amended, as of the date of the last such amendment, each registration statement, report, proxy statement or information statement (as defined in Regulation 14C under the Exchange Act) of the Company SEC Documents prepared by the Company since January 1, 1998, in the form (including exhibits and any amendments thereto) filed with the SEC, (collectively, the "Company Reports") (i) complied as to form in all material respects with the applicable requirements of the Securities Act of 1933Act, 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, Reports and none of (ii) at the Company SEC Documents contained time they were filed 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 consolidated financial statements Each of the Company consolidated balance sheets included in or incorporated by reference into the Company SEC Documents complied Reports (including the related notes and schedules) fairly presents 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-X of the SEC) and fairly present the consolidated financial position of the Company and its consolidated subsidiaries each of the Company Subsidiaries as of the dates thereof its date, and each of the consolidated statements of operations, stockholders' equity and cash flows included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents in all material respects the financial position, results of their operations and cash flows flows, as the case may be, of the Company and each of the Company Subsidiaries for the periods then ended set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments which are not reasonably likely to be material in amount or effect, and other adjustments described the absence of footnotes), in each case in accordance with U.S. generally accepted accounted principles ("GAAP") consistently applied during the periods involved, except as may be noted therein).

SEC Documents. The (i) Company has filed all required reports, schedules, ------------- forms, statements and other documents with the SEC since January 1, 1993 (such reports, schedules, forms, statements and other documents with the SEC since December 31, 1995 (such documents, together with all exhibits and schedules thereto and documents incorporated by reference therein, collectively are hereinafter referred to herein as the "Company SEC Documents"). As ; (ii) as of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents as of such dates contained any untrue statement statements 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 ; and (iii) the consolidated financial statements of the Company included in the Company SEC Documents complied 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 principals (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 otherwise be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SECthereto) and fairly present the consolidated financial position of the Company and its consolidated subsidiaries Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments and other adjustments described thereinadjustments).

SEC Documents. The Company RSI has filed in a timely manner all documents that it was required reports, schedules, forms, statements and other documents to file with the SEC since December 31Securities and Exchange Commission ("SEC") under Sections 13, 1995 14(a) and 15(d) of the Securities Exchange Act of 1934, as amended (such documents, together with all exhibits and schedules thereto and documents incorporated by reference therein, collectively referred to herein as the "Company SEC DocumentsExchange Act")) and all rules and regulations thereunder, since the date on which RSI became subject to such reporting requirements. As of their respective filing dates, all documents filed by RSI with the Company SEC Documents (the "SEC Documents") complied in all material respects with the requirements of the Securities Exchange Act of 1933, as amended (the "Securities 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 Company SEC DocumentsDocuments contained, and none as of the Company SEC Documents 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 consolidated financial statements of the Company RSI included in the Company SEC Documents complied (the "RSI Financial Statements") comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, . The RSI Financial Statements 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) 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 of the SEC) and fairly present the consolidated financial position of the Company RSI and its consolidated subsidiaries as of Subsidiaries at the dates thereof and the consolidated results of their operations and cash flows of RSI and its Subsidiaries for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and other adjustments described thereinadjustments).

SEC Documents. Financial Statements. The Company has filed or furnished, as applicable, all required reports, schedules, forms, statements and other documents required to be filed by it with the SEC since December 31under of the Securities Exchange Act of 1934, 1995 as amended (such documents, together with the "1934 Act") (all of the foregoing filed prior to the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, collectively being hereinafter referred to herein as the "Company SEC Documents"). The Company has delivered to the Buyers or their representatives, or made available through the SEC's website at http://www.sec.gov, true and complete copies of the SEC Documents. As of their respective xx xxxxx xxxxxxxxve dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included disclosed in the Company SEC Documents (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, . Such financial statements have been prepared in accordance with U.S. generally accepted accounting principles (exceptprinciples, in the case of unaudited statementsconsistently applied, as permitted by Form 10-Q of the SEC) applied on a consistent basis 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 10-01 of Regulation S-X of to the SECextent they may exclude footnotes or may be condensed or summary statements) and and, fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and other adjustments described thereinadjustments).

SEC Documents. The During the one (1) year prior to the date hereof, the Company has timely filed all required reports, schedules, forms, statements and other documents required to be filed by it with the SEC since December 31, 1995 pursuant to the reporting requirements of the 1934 Act (such documents, together with 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, collectively therein being referred to herein as the "Company “SEC Documents"”). As of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Securities 1934 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 the SEC Documents, and none of the Company SEC Documents Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The consolidated As of their respective dates, the financial statements of the Company included in the Company SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, thereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principles (exceptprinciples, in the case of unaudited statementsconsistently applied, as permitted by Form 10-Q of the SEC) applied on a consistent basis 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 10-01 of Regulation S-X of to the SECextent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and other adjustments described thereinwhich will not be material, either individually or in the aggregate).

SEC Documents. (i) The Company has filed all required reports, schedules, forms, statements and other documents with the SEC since December 31January 1, 1995 1994 (such documentsreports, together with all exhibits schedules, forms, statements and schedules thereto and other documents incorporated by reference therein, collectively are hereinafter referred to herein as the "Company SEC Documents"). As ; (ii) as of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents 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 ; and (iii) the consolidated financial statements of the Company included in the Company SEC Documents complied 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-X of the SECX) and fairly present present, in all material respects, the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments and other adjustments described thereinadjustments).

SEC Documents. The Since January 1, 1999, the Company has timely filed all required reports, schedules, forms, statements and other documents required to be filed by it with the SEC since December 31, 1995 (such documentsreports, together with all exhibits schedules, forms, statements and schedules thereto and other documents incorporated by reference therein, collectively are hereinafter referred to herein as the "Company SEC Documents"). As of their respective dates, and in all material respects, the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents as of such dates contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included in the Company SEC Documents complied 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"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 interim financial statements, as permitted by Rule 10-01 of Regulation S-X of the SECX) and fairly present present, in all material respects, the consolidated financial position of the Company and its consolidated subsidiaries Subsidiaries as of the dates thereof and the consolidated results of their operations and operations, cash flows and shareholders' equity for the periods then ended (subject, in the case of unaudited interim financial statements, to normal year-end audit adjustments and other adjustments described thereinrecurring adjustments).

SEC Documents. The Company Spice has made available to MXP a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed all required reports, schedules, forms, statements and other documents by Spice with the SEC since December 31, 1995 and prior to or on the date of this Agreement (such documents, together with all exhibits and schedules thereto and documents incorporated by reference therein, collectively referred to herein as the "Company Spice SEC Documents"), which are all the documents (other than preliminary material) that Spice was required to file with the SEC between December 31, 1995 and the date of this Agreement. As of their respective dates, the Company Spice SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company Spice SEC Documents, and none of the Company Spice SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company Spice included in the Company Spice SEC Documents 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 (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC"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-X of the SEC) and fairly present the consolidated financial position in accordance with applicable requirements of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended GAAP (subject, in the case of the unaudited statements, to normal year-end audit adjustments and other adjustments described therein).normal, recurring adjustments, none of which are material) the consolidated financial

SEC Documents. The Company has furnished the Purchaser with a correct and complete copy of each report, schedule and registration statement filed all required reports, schedules, forms, statements and other documents by the Company with the SEC since December 31on or after January 1, 1995 (the "SEC Documents"), which are all the documents (other than preliminary material) that the Company was required to file (or otherwise did file) with the SEC on or after such documentsdate. As of their respective dates, together with none of the SEC Documents (including all exhibits and 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 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 ) 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 consolidated financial statements of the Company included in the Company SEC Documents 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 (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis GAAP 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-X of Q promulgated by the SEC) and fairly present (subject, in the case of the unaudited statements, to normal audit adjustments) the consolidated financial position of the Company and its consolidated subsidiaries Subsidiaries as of at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and other adjustments described therein)ended.

SEC Documents. The Company has filed all required reports, schedules, forms, statements and other documents with the SEC since December 31, 1995 (such documents, together with all exhibits and 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 (as ------------- defined in the Purchase Agreement) complied in all material respects with the requirements of the Securities Exchange Act of 1933, (as amended (defined in the "Securities Act"), or the Exchange Act, as the case may be, Purchase Agreement) and the rules and regulations of the SEC promulgated thereunder applicable to such Company the SEC Documents, except for the Exceptions, and none of the Company SEC Documents Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except for the Exceptions. None of the statements made in any such SEC Documents is currently required to be updated or amended under applicable law, except for the Exceptions. Since December 31, 1998, there has been no material adverse change and no material adverse development in the business, properties, operations, financial condition or results of operations or publicly-announced prospects of P-Com, except as clearly disclosed as such in the SEC Documents filed with the SEC since December 31, 1998 and except for the Exceptions. The consolidated "Exceptions" are the necessity to restate P-Com's financial statements of for the Company included matters and to the extent disclosed in the Company SEC Documents complied in all material respects with applicable accounting requirements P-Com's January 28, 1999 and October 28, 1999 press releases, and the published rules various writedowns, writeoffs and regulations of the SEC with respect thereto, have been prepared charges described in accordance with generally accepted accounting principles (except, in the case of unaudited statements, as permitted by P-Com's 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-X of the SEC) and fairly present the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then quarter ended (subjectJune 30, in the case of unaudited statements, to normal year-end audit adjustments and other adjustments described therein)1999.

SEC Documents. The Company Parent has filed or furnished, as applicable, all required reports, schedules, forms, statements and other documents required to be filed by it with or furnished by it to the SEC since December 31January 1, 1995 1999 (such documents, together with all exhibits and schedules thereto and documents incorporated by reference therein, collectively referred to herein as the "Company PARENT SEC DocumentsDOCUMENTS"). As of their its respective datesdate, the Company each Parent SEC Documents Document, including any financial statements or schedules included therein, complied in all material respects with the requirements of the Securities Exchange Act of 1933, as amended (the "Securities Act"), or the Exchange Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company Parent SEC DocumentsDocument, and none of the Company SEC Documents 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 consolidated financial statements of the Company Parent and its consolidated subsidiaries included in the Company Parent SEC Documents 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 in France (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC"FRENCH GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto orthereto), include such additional disclosures as are required by, and comply as to form in all material respects with, the published rules and regulations of the SEC with respect thereto, and present fairly, in the case of unaudited statementsall material respects, as permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly present the consolidated financial position of the Company Parent and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal normal, recurring year-end audit adjustments and other adjustments described thereinadjustments).

SEC Documents. The Company (i) Evergreen has filed all required reports, schedules, forms, statements and other documents with the SEC since December 31January 1, 1995 (such documentsreports, together with all exhibits schedules, forms, statements and schedules thereto and other documents incorporated by reference therein, collectively are hereinafter referred to herein as the "Company SEC Documents"). As ; (ii) as of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents 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 ; and (iii) the consolidated financial statements of the Company Evergreen included in the Company SEC Documents complied 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-X of the SECX) and fairly present present, in all material respects, the consolidated financial position of the Company Evergreen and its consolidated subsidiaries as of the dates thereof and the consolidated 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 and other adjustments described thereinadjustments).

SEC Documents. The Company has filed furnished to each Investor the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1999, excluding exhibits, and, upon request, all documents that the Company was required reportsto file, scheduleswhich it represents and warrants it did timely file, forms, statements and other documents with the SEC under Sections 13 or 14(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since December 31, 1995 1998 (such documentscollectively, together with all exhibits and schedules thereto and documents incorporated by reference therein, collectively referred to herein as the "Company SEC Documents"). As of their respective filing dates, or such later date on which such reports were amended, the Company SEC Documents complied in all material respects with the requirements of the Securities Act Exchange Act. The SEC Documents as of 1933, as amended (the "Securities Act")their respective dates, or the Exchange Actsuch later date on which such reports were amended, 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 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 light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included in the Company SEC Documents complied ("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 . Except as may be indicated in accordance with generally accepted accounting principles (exceptthe notes to the Financial Statements or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) , 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 of the SEC) and fairly present the consolidated financial position of the Company and its consolidated any subsidiaries as of at the dates thereof and the consolidated results of their operations and consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and other adjustments described thereinnormal, recurring adjustments).

SEC Documents. The Company Buyer is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and has timely filed (subject to any permitted extensions for which the Buyer has timely filed) with SEC all required periodic reports, schedules, forms, registration statements and other documents definitive proxy statements that the Buyer was required to file with the SEC since December 31on or after its initial public offering (collectively, 1995 (such documents, together with all exhibits and schedules thereto and documents incorporated by reference therein, collectively referred to herein as the "Company “Buyer SEC Documents"Filings”). As Each Buyer SEC Filing, (i) as of their respective datesits date, the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as and (ii) did not, at the case may betime it was filed, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents contained 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 Each of the consolidated financial statements of the Company included (including in the Company each case, any notes thereto) contained in any Buyer SEC Documents complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been Filings was prepared in accordance with generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto orand, in the case of unaudited quarterly financial statements, as permitted by Rule Form 10-01 of Regulation S-X of Q under the SECExchange Act) on a consistent basis throughout the periods indicated, and each presented fairly present the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated position, results of their operations and cash flows of Buyer as of the respective dates thereof and for the respective periods then ended indicated therein (subject, in the case of unaudited statements, to normal and recurring year-end audit adjustments which did not and other adjustments described thereinwould not, individually or in the aggregate, reasonably be expected to have a material and adverse effect to the business, condition (financial or other), results of operations, performance or properties of the Buyer, taken as a whole).

SEC Documents. The Company Parent has filed all required reports, schedules, ------------- forms, statements and other documents with the SEC since December 31October 1, 1995 1996 (such documents, together with all exhibits and schedules thereto and documents incorporated by reference therein, collectively referred to herein as the "Company Parent SEC DocumentsDocu ments"). As of their respective dates, the Company Parent SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company Parent SEC Documents, and none of the Company Parent SEC Documents as of such dates contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company Parent included in the Company Parent SEC Documents complied comply 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 SECQ) 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 of the SECthereto) and fairly present the consolidated financial position of the Company Parent and its consolidated subsidiaries Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and other adjustments described thereinadjustments).

SEC Documents. The Company Except as set forth in Schedule 5.8 hereto, the ------------- ------------ Acquiror has filed all documents required reports, schedules, forms, statements and other documents to be filed by it with the SEC since December 31January 1, 1995 (such documents, together with all exhibits and schedules thereto and documents incorporated by reference therein, collectively referred to herein as the "Company SEC Documents")1996. As of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations none of the SEC promulgated thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents contained any included 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 the light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company Acquiror included in the Company SEC Documents complied as to form in all material respects with the 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 QSB 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-X of the SECthereto) and fairly present the consolidated financial position of the Company Acquiror and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein).

SEC Documents. The Company has Included in the Amacan Schedules are copies of Amacan's Annual Report on Form 10-KSB for the fiscal years ended April 30, 1995, 1994 and 1993, respectively, and all other reports filed all or required reports, schedules, forms, statements and other documents to be filed with the SEC since December 31May 1, 1995 1992 (such documentscollectively, together with all exhibits and schedules thereto and documents incorporated by reference therein, collectively referred to herein as the "Company AMACAN SEC DocumentsDOCUMENTS"), which are all the documents (other than preliminary material) that Amacan was required to file with the SEC since such date. As of their respective filing dates, the Company Amacan SEC Documents complied in all material respects with the requirements of the Securities Exchange Act of 1933, as amended (the "Securities Act"), or the Exchange Securities 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 Amacan SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under in which they were made, not misleading, except to the extent corrected by a subsequently filed Amacan SEC Document. The consolidated financial statements of the Company Amacan included in the Company Amacan SEC Documents complied 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 (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) 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 of the SEC) and fairly present the consolidated financial position of the Company and its consolidated subsidiaries as of Amacan at the dates thereof and the consolidated results of their its operations and cash flows changes in financial position for the periods then ended (subject, in the case of unaudited statements, to normal year-end normal, recurring audit adjustments and other adjustments described thereinadjustments).

SEC Documents. The Company TMW has filed all required reports, schedules, forms, ------------- statements and other documents with the SEC since December 31January 30, 1995 1998 (such documents, together with all exhibits and schedules thereto and documents incorporated by reference therein, collectively referred to herein as the "Company TMW SEC Documents"). As of their respective dates, the Company TMW SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company TMW SEC Documents, and none of the Company TMW SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company TMW included in the Company TMW SEC Documents 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-X of the SEC) and fairly present the consolidated financial position of the Company TMW and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and other adjustments described therein). Except as set forth in the TMW SEC Documents, since the date of filing of such financial statements there has been no Material Adverse Change with respect to TMW and its subsidiaries taken as a whole.

SEC Documents. The Company has filed furnished to each Investor: the ------------- Company's Annual Report on Form 10-K for the fiscal year ended March 31, 1996 and all documents that the Company was required reportsto file, scheduleswhich it represents and warrants it did timely file, forms, statements and other documents with the SEC under Sections 13 or 14(a) of the Securities Exchange Act of 1934, as amended ("Exchange Act"), since December March ------------ 31, 1995 1996 (such documentscollectively, together with all exhibits and schedules thereto and documents incorporated by reference therein, collectively referred to herein as the "Company SEC Documents"). As of their respective filing dates, or such later date on which such reports were amended, the Company SEC Documents complied in all material respects with the requirements of the Securities Exchange Act of 1933, as amended (the "Securities Act"), or the Exchange 1933 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 applicable. The SEC Documents contained as of their respective dates, or such later date on which such reports were amended, did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included in the Company SEC Documents complied ("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 . Except as may be indicated in accordance with generally accepted accounting principles (exceptthe notes to the Financial Statements or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) , 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 of the SEC) and fairly present the consolidated financial position of the Company and its consolidated any subsidiaries as of at the dates thereof and the consolidated results of their operations and consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and other adjustments described thereinnormal, recurring adjustments).

SEC Documents. The Since January 7, 1997, the Company has timely filed with the Securities and Exchange Commission (the "SEC") all required reports, schedulesstatements, forms, statements schedules and other documents with the SEC since December 31and any amendments thereto (collectively, 1995 (such documents, together with all exhibits and schedules thereto and documents incorporated by reference therein, collectively referred to herein as the "Company SEC DocumentsDOCUMENTS")) required to be filed by it pursuant to the Securities Exchange Act of 1934 (the "EXCHANGE ACT") . As of their respective dates, the Company SEC Documents Documents, complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documentsthereunder, and none of the Company SEC Documents Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated As of their respective dates, the financial statements of the Company included in the Company SEC Documents (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 in the notes to the Financial Statements or (ii) in the case of the unaudited interim statements, as permitted by Form 10-QSB under the Exchange Act, the Financial Statements 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) 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 of the SEC) and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and adjustments). There are no liabilities of the Company or the Subsidiary, whether absolute, contingent or otherwise, which have not been reflected in the Financial Statements, other adjustments described therein)than liabilities incurred in the ordinary course of business subsequent to the date of such Financial Statements, which liabilities, individually or in the aggregate, are not material to the financial condition or operating results of the Company.

SEC Documents. The Company has timely filed all required reports, schedules, forms, statements and other documents with the SEC since December 31January 1, 1995 1996 (such documentscollectively, together with and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, collectively referred to herein as amended, the "Company SEC Documents"). As of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act 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 (including any and all financial statements included therein) as of such dates contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements (including footnotes) of the Company included in the Company SEC Documents complied (the "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 specifically indicated in the notes thereto orthereto), in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly present the consolidated financial position of the Company and its consolidated subsidiaries Subsidiaries as of the dates thereof and the consolidated results of their operations income, shareholders' equity and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and other adjustments described therein)ended.

SEC Documents. The Company Partnership has filed with the Commission all required reports, schedules, forms, schedules and statements and other documents with required to be filed by it under the SEC Exchange Act or the Securities Act since December 31, 1995 2012 on a timely basis (all such documentsdocuments filed on or prior to the date of this Agreement, together with all exhibits and schedules thereto and documents incorporated by reference thereincollectively, collectively referred to herein as the "Company “SEC Documents"”). As of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act 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 The SEC Documents, including any audited or unaudited financial statements and none of the Company SEC Documents contained any untrue statement of a material fact notes thereto or omitted to state a material fact required to be stated therein or necessary in order to make the statements schedules included therein, in light at the time filed, (other than with respect to (d), except to the extent corrected or amended by a subsequently filed SEC Document filed prior to the date of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included in the Company SEC Documents this Agreement) (a) complied as to form in all material respects with applicable requirements of the Exchange Act and the applicable accounting requirements and with the published rules and regulations of the SEC Commission with respect thereto, have been (b) were prepared in accordance with generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) 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 Form 10-01 of Regulation S-X Q of the SECCommission), (c) and fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of the Company and its consolidated subsidiaries Partnership as of the dates thereof and the consolidated results of their its operations and cash flows for the periods then ended ended, and (subjectd) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the case of unaudited statementscircumstances in which they were made, not misleading. PricewaterhouseCoopers LLP is an independent registered public accounting firm with respect to normal year-end audit adjustments the Partnership and other adjustments described therein)has not resigned or been dismissed.

SEC Documents. The Company Itron (and each of its predecessors, if any) has ------------- filed all required reports, schedules, forms, statements and other documents with the SEC since December 31January 1, 1995 1999 (such documents, together with all exhibits and schedules thereto and documents incorporated by reference therein, therein collectively referred to herein as the "Company Itron SEC Documents"). As of their ------------------- respective dates, the Company Itron SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company Itron SEC Documents, and none of the Company Itron SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that Itron's form 10K for 2000 and three 2001 Quarterly Reports on Form 10Q will be refiled with the SEC due to a restatement of Itron's annual 2000 and quarterly financial statements involving a change in accounting method for Itron's two outsourcing contracts from the percentage of completion, long-term contract method of accounting as specified by SOP 81-1 to the service method of accounting as specified in SAB No. 101. The consolidated financial statements of the Company Itron included in the Company Itron SEC Documents 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) 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 of the SEC) and fairly present the consolidated financial position of the Company Itron and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and other adjustments described therein)ended.

SEC Documents. The Company Buyer has provided to Seller its Annual Report on Form 10-K for the year ended December 31, 1998, Quarterly Reports on Form 10-Q for the quarters ended March 31, 1999 and June 30, 1999, and its proxy statement with respect to its Annual Meeting of Stockholders for 1999 and any registration statements filed all required reports, schedules, forms, statements and other documents with the SEC since December 31, 1995 1998 (such documents, together with all exhibits and schedules thereto and documents incorporated by reference therein, collectively referred to herein as the "Company SEC Documents"). As of their respective ------------- dates, except as otherwise disclosed in writing to Seller, the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC Commission promulgated thereunder there under applicable to such Company SEC Documents, and none of the Company SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company Buyer included in the Company SEC Documents complied 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 (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-X of the SECthereto) and fairly present the consolidated financial position of the Company Buyer and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subjectended. Since June 30, 1999, 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 and other adjustments described therein)taken as a whole.