Common use of SEC Filings; Financial Statements Clause in Contracts

SEC Filings; Financial Statements. (a) Seller has filed, or caused to be filed, all forms, reports and documents required to be filed by Seller with the SEC since January 1, 2001, and has heretofore delivered or made available to Buyer in the form filed with the SEC, together with any amendments thereto, its (i) Annual Reports on Form 10-K for the fiscal year ended December 31, 2000 and 2001, (ii) Quarterly Reports on Form 10-Q for the fiscal quarter ended March 31 and June 30, 2002, and (iii) all other reports or registration statements filed by Seller with the SEC since January 1, 2001 (collectively, the "Seller SEC Reports"). The Seller SEC Reports were prepared substantially in accordance with the requirements of the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, as the case may be, and the rules and regulations promulgated under each of such respective acts, and did not at the time they were filed contain any untrue statement of a material fact or 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.

SEC Filings; Financial Statements. (a) Seller UniSource has filed, or caused to be filed, all forms, reports and documents required to be filed by Seller UniSource with the SEC since January 1, 2001, and has heretofore delivered or made available to Buyer Seller in the form filed with the SEC, together with any amendments thereto, its (i) Annual Reports on Form 10-K for the fiscal year ended December 31, 2000 and 2001, (ii) Quarterly Reports on Form 10-Q for the fiscal quarter ended March 31 and June 30, 2002, and (iii) all other reports or registration statements filed by Seller UniSource with the SEC since January 1, 2001 (collectively, the "Seller UniSource SEC Reports"). The Seller UniSource SEC Reports were prepared substantially in accordance with the requirements of the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, as the case may be, and the rules and regulations promulgated under each of such respective acts, and did not at the time they were filed contain any untrue statement of a material fact or 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.

SEC Filings; Financial Statements. (a) Seller The Company has filed, or caused to be filed, filed all forms, reports reports, statements and other documents required to be filed by Seller with the SEC Securities and Exchange Commission (the "SEC") since January 1, 20011995, and has heretofore delivered or made available furnished to Buyer Acquiror, in the form filed with the SECSEC since such date, together with any amendments thereto, all of its (i) Annual Reports on Form 10-K for the fiscal year ended December 31, 2000 and 2001K, (ii) Quarterly Reports on Form 10-Q for the fiscal quarter ended March 31 and June 30Q, 2002(iii) proxy statements relating to meetings of stockholders (whether annual or special), (iv) reports on Form 8-K, and (iiiv) all other reports or registration statements filed by Seller with the SEC since January 1, 2001 Company (collectively, the "Seller Company SEC Reports"). The Seller As of their respective filing dates, the Company SEC Reports were prepared substantially (x) complied as to form in accordance all material respects with the requirements of the Exchange Act and the Securities Act of 1933Act, as amended, or the Securities Exchange Act of 1934, as amended, as the case may beapplicable, and the rules and regulations promulgated under each of such respective acts, and (y) did not at the time they were filed contain any untrue statement of a material fact or 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.

SEC Filings; Financial Statements. (a) Seller The Company has filed, or caused to be filed, filed all forms, reports and other documents required to be filed by Seller it with the SEC since January 1June 30, 20012007 (such documents filed since June 30, 2007, and has heretofore delivered or made available to Buyer in those filed by the form filed Company with the SECSEC subsequent to the date of this Agreement, together with if any, including any amendments theretothereof, its the “SEC Reports”). Each SEC Report (i) Annual Reports on Form 10-K for complied, or if filed subsequent to the fiscal year ended December 31date of this Agreement will comply, 2000 and 2001, (ii) Quarterly Reports on Form 10-Q for the fiscal quarter ended March 31 and June 30, 2002, and (iii) as to form in all other reports or registration statements filed by Seller material respects with the SEC since January 1, 2001 (collectively, the "Seller SEC Reports"). The Seller SEC Reports were prepared substantially in accordance with the applicable requirements of the Securities Act of 1933, as amendedamended (the “Securities Act”), or the Securities Exchange Act of 1934, as amendedAct, as the case may be, and the Xxxxxxxx-Xxxxx Act of 2002 (“SOX”) and the applicable rules and regulations promulgated under each of such respective actsthereunder, and (ii) did not not, at the time they were it was filed contain (or, if amended prior to the date hereof, as of the date of such amendment), contain, or if filed after the date hereof, at the time of filing will not contain, any untrue statement of a material fact fact, or omit to state a material fact 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. No Company Subsidiary is required to file any form, report or other document with the SEC.

SEC Filings; Financial Statements. (a) Seller Acquiror and each Acquiror Subsidiary required to file has filed, or caused to be filed, filed all forms, reports reports, statements and other documents required to be filed by Seller with the SEC since January 1, 20011996, and has heretofore delivered or made available to Buyer the Company, in the form filed with the SECSEC since such date, together with any amendments thereto, its (i) Annual Reports on Form 10-K for the fiscal year ended December 31, 2000 and 2001K, (ii) all Quarterly Reports on Form 10-Q for the fiscal quarter ended March 31 and June 30Q, 2002(iii) all proxy statements relating to meetings of stockholders (whether annual or special), (iv) all reports on Form 8-K and (iiiv) all other reports or registration statements filed by Seller with the SEC since January 1, 2001 Acquiror and such Acquiror Subsidiaries (collectively, the "Seller Acquiror SEC Reports"). The Seller As of their respective filing dates, the Acquiror SEC Reports were prepared substantially (i) complied as to form in accordance all material respects with the requirements of the Exchange Act and the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, as the case may be, and the rules and regulations promulgated under each of such respective acts, and (ii) did not at the time they were filed contain any untrue statement of a material fact or 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.

SEC Filings; Financial Statements. (a) Seller The Company has filed, or caused to be filed, filed all forms, reports and documents required to be filed by Seller with the SEC Securities and Exchange Commission ("SEC") since January 1, 20011995, and has heretofore delivered or made available to Buyer the Purchaser, in the form filed with the SEC, together with any amendments thereto, its (i) Annual Reports on Form 10-K SB for the fiscal year years ended December 31September 30, 2000 1995, 1996 and 20011997, (ii) Quarterly Reports on Form 10-Q for the fiscal quarter quarters ended December 31, 1997, March 31 31, 1998 and June 30, 20021998, and (iii) all proxy statements relating to the Company's meetings of stockholders (whether annual or special) held since October 1, 1995 and (iv) all other forms, reports or registration statements (other than reports on Form 10-Q not referred to in clause (ii) above) filed by Seller the Company with the SEC pursuant to the Exchange Act since January October 1, 2001 1995 (collectively, whether filed before, on or after the date hereof, the "Seller SEC ReportsREPORTS"). The Seller SEC Reports (i) were prepared substantially in accordance with the requirements of the Exchange Act and the Securities Act of 1933, as amended, or 1933 (the "Securities Exchange Act of 1934, as amendedAct"), as the case may be, and the applicable rules and regulations promulgated under each of such respective acts, the SEC thereunder and (ii) did not at the time they were filed contain any untrue statement of a material fact or 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.

SEC Filings; Financial Statements. (a) Seller Acquiror has filed, or caused to be filed, filed all forms, reports reports, statements and other documents required to be filed by Seller with the SEC since January 1June 2, 20011998, and has heretofore delivered or made available to Buyer the Company, in the form filed with the SECSEC since such date, together with any amendments thereto, all of its and their (i) Annual Reports on Form 10-K for the fiscal year ended December 31, 2000 and 2001K, (ii) Quarterly Reports on Form 10-Q for the fiscal quarter ended March 31 and June 30Q, 2002, and (iii) all proxy statements relating to meetings of stockholders (whether annual or special), (iv) reports on Form 8-K and (v) other reports or registration statements filed by Seller with the SEC since January 1, 2001 Acquiror and such Acquiror Subsidiaries (collectively, the "Seller Acquiror SEC Reports"). The Seller As of their respective filing dates, the Acquiror SEC Reports were prepared substantially (i) complied as to form in accordance all material respects with the requirements of the Exchange Act and the Securities Act of 1933Act, as amended, or the Securities Exchange Act of 1934, as amended, as the case may beapplicable, and the rules and regulations promulgated under each of such respective acts, and (ii) did not at the time they were filed contain any untrue statement of a material fact or 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.

SEC Filings; Financial Statements. (a) Seller Since January 1, 1996, and prior to the execution and delivery of this Agreement, the Company has filed, or caused to be filed, filed all forms, reports reports, statements and other documents required to be filed by Seller with the SEC since January 1Securities and Exchange Commission (the "SEC"), 2001including, and has heretofore delivered or made available to Buyer in the form filed with the SECwithout limitation, together with any amendments thereto, its (iA) all Annual Reports on Form 10-K for the fiscal year ended December 31, 2000 and 2001K, (iiB) all Quarterly Reports on Form 10-Q for the fiscal quarter ended March 31 and June 30Q, 2002(C) all proxy statements relating to meetings of stockholders (whether annual or special), and (iiiD) all Reports on Form 8- K, (E) all other reports or registration statements filed by Seller with the SEC since January 1, 2001 and (F) all amendments and supplements to all such reports and registration statements (collectively, the "Seller SEC Reports"). The Seller SEC Reports (i) were prepared substantially in all material respects in accordance with the requirements of the Securities Act of 1933, as amended, or amended (the "Securities Act") and the Exchange Act of 1934, as amended, as the case may be, and the rules and regulations promulgated under each of the SEC thereunder applicable to such respective acts, SEC Reports and (ii) did not at the time they were filed contain any untrue statement of a material fact or 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.

SEC Filings; Financial Statements. (a) Seller The Company has filed, or caused to be filed, filed all forms, reports and documents required to be filed by Seller it with the Securities and Exchange Commission (the “SEC”) since November 1, 2015, including (i) its Annual Reports on Form 20-F (the "Annual Reports") for the fiscal years ended December 31, 2015, 2016 and 2017, respectively, and (ii) Form 6-Ks, all other forms, and reports filed by the Company with the SEC since January November 1, 20012016 (the forms, reports and has heretofore delivered or made available other documents referred to Buyer in the form filed with the SEC, together with any amendments thereto, its clauses (i) Annual Reports on Form 10-K for the fiscal year ended December 31, 2000 and 2001, (ii) Quarterly Reports on Form 10-Q for the fiscal quarter ended March 31 and June 30above being, 2002, and (iii) all other reports or registration statements filed by Seller with the SEC since January 1, 2001 (collectively, the "Seller “SEC Reports"”). The Seller SEC Reports were prepared substantially (i) complied in accordance all material respects as to form with the requirements of the Securities Act of 1933, as amendedAct, or the Securities and Exchange Act of 1934, as amendedamended (“Exchange Act”), as the case may be, and the rules and regulations promulgated under each of such respective actsthereunder, and (ii) did not not, at the time they were filed filed, or, if amended, as of the date of such amendment, contain any untrue statement of a material fact or 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.

SEC Filings; Financial Statements. (a) Seller The Company has filed, or caused to be filed, filed all forms, reports and documents required to be filed by Seller it with the SEC since January 1, 2001, Securities and has heretofore delivered or made available to Buyer in the form filed with the Exchange Commission ("SEC, together with any amendments thereto, its ") including (i) its Annual Reports on Form 10-K for the fiscal year years ended December 31, 2000 1999 and 20012000, respectively, (ii) Quarterly Reports on Form the 3-31-01 10-Q for the fiscal quarter ended March 31 and June 30Q, 2002, and (iii) all proxy statements relating to the Company's meetings of stockholders (whether annual or special), and (iv) all other forms, reports or and other registration statements filed by Seller the Company with the SEC since January 1(the forms, 2001 reports and other documents referred to in clauses (i), (ii), (iii) and (iv) above, collectively, as the "Seller COMPANY SEC ReportsREPORTS"). The Seller Company SEC Reports (i) were prepared substantially in accordance with the requirements of the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, as the case may be, amended and the rules and regulations of the SEC promulgated under each of such respective actsthereunder, and the Exchange Act, as applicable, (ii) did not not, at the time they were filed filed, contain any untrue statement of a material fact or 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, and (iii) were filed in a timely manner. No Subsidiary of the Company was or is required to file any form, report or other document with the SEC.

SEC Filings; Financial Statements. (a) Seller The Company --------------------------------- has filed, or caused to be filed, filed all forms, reports and documents required to be filed by Seller it with the SEC since January 1, 2001, 1998 and has heretofore delivered or made available to Buyer Parent, in the form filed with the SEC, together with any amendments thereto, its (i) the Company's Annual Reports on Form 10-K for the fiscal year years ended December 31, 2000 1997 and 20011998, (ii) the Company's Quarterly Reports Report on Form 10-Q for the fiscal quarter ended March 31 and June 30Xxxxx 00, 20020000, (xxx) all proxy statements relating to the Company's meetings of stockholders (whether annual or special) held since January 1, 1998, and (iiiiv) all other forms, reports or and other registration statements filed by Seller the Company with the SEC since January 1, 2001 1998 (the forms, reports and other documents referred to in clauses (i), (ii), (iii) and (iv) above, together with any amendments or supplements thereto, being referred to herein, collectively, as the "Seller SEC Reports"). The Seller SEC Reports (i) ----------- were prepared substantially in accordance with the requirements of the Securities Act of 1933, as amendedamended (the "Securities Act"), or and the Securities Exchange Act of 1934, as amendedAct, as the case may be, and -------------- the rules and regulations promulgated under each of such respective acts, thereunder and (ii) did not at the time they were filed contain any untrue statement of a material fact or 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. No Subsidiary is required to file any form, report or other document with the SEC.

SEC Filings; Financial Statements. (a) Seller DLC has filed, or caused to be filed, filed all forms, reports and documents required to be filed by Seller with the SEC since January 1, 20011998, and has heretofore delivered or made available to Buyer the FE Subsidiaries in the form filed with the SEC, together with any amendments thereto, its (i) Annual Reports on Form 10-K for the fiscal year ended December 31, 2000 and 20011997, (ii) Quarterly Reports on Form 10-Q for the fiscal quarter ended March 31 and 31, 1998, June 30, 20021998 and September 30, 1998, and (iii) all other reports or registration statements filed by Seller DLC with the SEC since January 1, 2001 1998 (collectively, the "Seller DLC SEC Reports"). The Seller DLC SEC Reports (i) were prepared substantially in accordance with the requirements of the Securities Act of 1933, as amended, amended or the Securities Exchange Act of 1934, as amended, as the case may be, and the rules and regulations promulgated under each of such respective acts, and the DLC SEC Reports did not at the time they were filed contain any untrue statement of a material fact or 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.

SEC Filings; Financial Statements. (a) Seller The Company has filed, or caused to be filed, filed all forms, reports and documents required to be filed by Seller it with the SEC Securities and Exchange Commission (the “SEC”) since January 1February 29, 20012004, and has heretofore delivered or made available to Buyer in the form filed with the SEC, together with any amendments thereto, its including (i) its Annual Reports on Form 10-K for the fiscal year years ended December 31on the last day of February of each of the years 2004 and 2005, 2000 and 2001, respectively (ii) its Quarterly Reports on Form 10-Q for the fiscal quarter periods ended March 31 May 31, 2005 and June 30August 31, 20022005, and (iii) all proxy statements relating to the Company’s meetings of stockholders (whether annual or special) held since February 29, 2004 and (iv) all other forms, reports or and other registration statements required to be filed by Seller the Company with the SEC since January 1February 29, 2001 2004 (the forms, reports and other documents referred to in clauses (i), (ii), (iii) and (iv) above being, collectively, the "Seller “SEC Reports"”). The Seller SEC Reports (i) were prepared substantially in accordance with either the requirements of the Securities Act of 1933, as amendedamended (the “Securities Act”), or the Securities Exchange Act of 1934, as amendedamended (the “Exchange Act”), as the case may be, and the rules and regulations promulgated under each of such respective actsthereunder, and (ii) did not not, at the time they were filed filed, or, if amended, as of the date of such amendment, contain any untrue statement of a material fact or 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. No Subsidiary is required to file any form, report or other document with the SEC.

SEC Filings; Financial Statements. (a) Seller The Company has filed, or caused to be filed, filed all forms, reports and documents required to be filed by Seller with the SEC since January 1March 31, 2001, 1995 and has heretofore delivered or made available to Buyer in the form filed with the SEC, together with any amendments thereto, its GT (i) its Annual Reports on Form 10-K for the fiscal year years ended December March 31, 2000 1995, 1996 and 20011997, (ii) its Quarterly Reports Report on Form 10-Q for the fiscal quarter quarterly period ended March 31 and June 30, 20021997, and and, (iii) all proxy statements relating to the Company's meetings of shareholders (whether annual or special) held since March 31, 1995, (iv) all other reports or registration statements (other than Reports on Form 10-Q not referred to in clause (ii) above or on Form 8-K filed before December 31, 1996) filed by Seller the Company with the SEC since January 1March 31, 2001 1995, and (v) all amendments and supplements to all such reports and registration statements filed by the Company with the SEC (collectively, the "Seller Company SEC Reports"). The Seller Except as disclosed in Section 2.7 of the Company Disclosure Schedule, the Company SEC Reports (i) were prepared substantially in all material respects in accordance with the requirements of the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amendedAct, as the case may be, and the rules and regulations promulgated under each of such respective acts, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or 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. None of the Company's subsidiaries is required to file any forms, reports or other documents with the SEC.

SEC Filings; Financial Statements. (a) Seller Parent has filed, or caused to be filed, filed all forms, reports and documents required to be filed by Seller with the SEC since January 1, 2001, Securities and Exchange Commission (the "SEC") and has heretofore delivered or made available to Buyer the Company, in the form filed with the SEC, together with any amendments thereto, its (i) its Annual Reports Report on Form 10-K for the fiscal year ended December 31June 29, 2000 and 20011996, all proxy statements relating to Parent's meeting of stockholders to be held November 21, 1996, (ii) Quarterly Reports on Form 10-Q for the fiscal quarter ended March 31 and June 30, 2002, and (iiiiv) all other reports or registration statements filed by Seller Parent with the SEC since January 1April 11, 2001 1996, and (v) all amendments and supplements to all such reports and registration statements filed by Parent with the SEC (collectively, the "Seller Parent SEC Reports"). The Seller Parent SEC Reports (i) were prepared substantially in all material respects in accordance with the requirements of the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amendedAct, as the case may be, and the rules and regulations promulgated under each of such respective acts, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or 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. None of Parent's subsidiaries is required to file any forms, reports or other documents with the SEC.

SEC Filings; Financial Statements. (a) Seller Purchaser has filed, or caused to be filed, filed all forms, reports and documents required to be filed by Seller it with the SEC since January May 1, 20012002, and has heretofore delivered or made available to Buyer Seller, in the form filed with the SEC, together with any amendments theretoforms, its (i) Annual Reports on Form 10-K for the fiscal year ended December 31, 2000 reports and 2001, (ii) Quarterly Reports on Form 10-Q for the fiscal quarter ended March 31 and June 30, 2002, and (iii) all other reports or registration statements documents filed by Seller the Purchaser with the SEC since January May 1, 2001 2002, other than registration statements on Form S-8 (herein collectively, the "Seller SEC ReportsREPORTS"). The Seller SEC Reports (i) were prepared substantially in accordance with either the requirements of the Securities Act of 1933, as amendedamended (herein the "SECURITIES ACT"), or the Securities Exchange Act of 1934, as amendedamended (herein "EXCHANGE ACT"), as the case may be, and the rules and regulations promulgated under each of such respective actsthereunder, and (ii) did not not, at the time they were filed filed, or, if amended, as of the date of such amendment, contain any untrue statement of a material fact or 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. No subsidiary of Purchaser is required to file any form, report or other document with the SEC.

SEC Filings; Financial Statements. (axvii) Seller The Company has filed, or caused to be filed, filed all forms, reports and documents required to be filed by Seller it with the SEC since January 1December 31, 20012000, and has heretofore delivered or made available to Buyer in the form filed with the SEC, together with any amendments thereto, its including (i) its Annual Reports on Form 10-K for the fiscal year years ended December 31June 30, 2000 2000, 2001 and 20012002, respectively (ii) its Quarterly Reports on Form 10-Q for the fiscal quarter period ended March 31 and June September 30, 20022003 (the "Form 10-Q"), and (iii) all proxy statements relating to the Company's meetings of stockholders (whether annual or special) held since December 31, 2000 and (iv) all other forms, reports or and other registration statements (other than Quarterly Reports on Form 10-Q not referred to in clause (ii) above) filed by Seller the Company with the SEC since January 1December 31, 2001 2002 (the forms, reports and other documents referred to in clauses (i), (ii), (iii) and (iv) above, as amended, where applicable, being, collectively, the "Seller SEC Reports"). The Seller SEC Reports (i) were prepared substantially in all material respects in accordance with either the requirements of the Securities Act of 1933, as amendedamended (the "Securities Act"), or the Securities Exchange Act of 1934, as amendedAct, as the case may be, and the rules and regulations promulgated under each of such respective actsthereunder, and (ii) did not not, at the time they were filed filed, or, if amended, as of the date of such amendment, contain any untrue statement of a material fact or 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. No Subsidiary is required to file any form, report or other document with the SEC.

SEC Filings; Financial Statements. (a) Seller The Company has filed, or caused to be filed, filed all forms, reports and documents required to be filed by Seller with the SEC since January 1December 29, 2001, and has heretofore delivered or made available to Buyer in the form filed with the SEC, together with any amendments thereto1995, its (i) Annual Reports on Form 10-K for the fiscal year years ended December 3126, 2000 1997 and 2001December 27, 1996, respectively, (ii) Quarterly Reports on Form 10-Q for the fiscal quarter quarters ended March 31 20, 1998, June 12, 1998 and June 30September 4, 20021998, (iii) all proxy statements relating to the Company's meetings of stockholders (whether annual or special) held since December 29, 1995 and (iiiiv) all other reports or registration statements filed by Seller the Company with the SEC since January 1December 29, 2001 1995 (collectively, the "Seller SEC Reports"). The Seller SEC Reports (i) were prepared substantially in accordance in all material respects with the requirements of the Securities Act of 1933, as amendedamended (the "Securities Act"), or the Securities Exchange Act of 1934, as amendedAct, as the case may be, and the rules and regulations promulgated under each of such respective acts, and (ii) did not at the time they were filed contain any untrue statement of a material fact or 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. None of the Subsidiaries is required to file any statements or reports with the SEC pursuant to Sections 13(a) or 15(d) of the Exchange Act.

SEC Filings; Financial Statements. (a) Seller The Company has filed, or caused to be filed, filed all forms, reports and documents required to be filed by Seller it with the SEC since January 1December 31, 20012000, and has heretofore delivered or made available to Buyer in the form filed with the SEC, together with any amendments thereto, its including (i) its Annual Reports on Form 10-K for the fiscal year years ended December 31June 30, 2000 2000, 2001 and 20012002, respectively (ii) its Quarterly Reports on Form 10-Q for the fiscal quarter period ended March 31 and June September 30, 20022003 (the "Form 10-Q"), and (iii) all proxy statements relating to the Company's meetings of stockholders (whether annual or special) held since December 31, 2000 and (iv) all other forms, reports or and other registration statements (other than Quarterly Reports on Form 10-Q not referred to in clause (ii) above) filed by Seller the Company with the SEC since January 1December 31, 2001 2002 (the forms, reports and other documents referred to in clauses (i), (ii), (iii) and (iv) above, as amended, where applicable, being, collectively, the "Seller SEC Reports"). The Seller SEC Reports (i) were prepared substantially in all material respects in accordance with either the requirements of the Securities Act of 1933, as amendedamended (the "Securities Act"), or the Securities Exchange Act of 1934, as amendedAct, as the case may be, and the rules and regulations promulgated under each of such respective actsthereunder, and (ii) did not not, at the time they were filed filed, or, if amended, as of the date of such amendment, contain any untrue statement of a material fact or 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. No Subsidiary is required to file any form, report or other document with the SEC.

SEC Filings; Financial Statements. (a) Seller The Company has filed, or caused to be filed, filed all forms, reports and documents required to be filed by Seller it with the SEC on and since January 1June 22, 20011999 , and has heretofore delivered or made available to Buyer in the form filed with the SEC, together with any amendments thereto, its including (i) its Annual Reports Report on Form 10-K for the fiscal year ended December 31, 2000 and 20011999, (ii) its Quarterly Reports on Form 10-Q for the fiscal quarter periods ended March 31 and 31, 2000, June 30, 20022000 and September 30, and 2000, (iii) all proxy statements relating to the Company's meetings of stockholders (whether annual or special) held since June 22, 1999 and (iv) all other forms, reports or and other registration statements (other than Quarterly Reports on Form 10-Q not referred to in clause (ii) above) filed by Seller the Company with the SEC on or since January 1June 22, 2001 1999 (the forms, reports and other documents referred to in clauses (i), (ii), (iii) and (iv) above being, collectively, the "Seller SEC Reports"). The Seller SEC Reports (i) were prepared substantially in accordance with either the requirements of the Securities Act of 1933, as amendedamended (the "Securities Act"), or the Securities Exchange Act of 1934, as amendedAct, as the case may be, and the rules and regulations promulgated under each of such respective actsthereunder, and (ii) did not not, at the time they were filed filed, or, if amended, as of the date of such amendment, contain any untrue statement of a material fact or 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. No Subsidiary is required to file any form, report or other document with the SEC.

SEC Filings; Financial Statements. (a) Seller The Company previously has filed, or caused to be filed, all forms, reports and documents required to be filed by Seller with the SEC since January 1, 2001, and has heretofore delivered or made available to Buyer in the form filed with the SEC, together with any amendments thereto, Purchaser its (ia) Annual Reports Report on Form 10-K for the its fiscal year ended December 31June 30, 2000 and 20011999, (ii) Quarterly Reports as amended on Form 10-Q for K/A on July 5, 2000 (the fiscal quarter ended March 31 "Company 10K"), as filed with the Securities and Exchange Commission (the "SEC"), (b) the proxy statements relating to the Company's meeting of stockholders held after June 30, 2002, 1999 and (iiic) all other reports or registration statements documents filed by Seller the Company with the SEC since January 1, 2001 (collectively, the "Seller SEC Reports"). The Seller SEC Reports were prepared substantially in accordance with the requirements of the Securities Act of 1933, as amended, or under the Securities Exchange Act of 1934, as amendedamended (the "Exchange Act") since June 30, 1999 (collectively, the "SEC Filings"). As of their respective dates, the SEC Filings complied, and all documents filed by the Company with the SEC under the Exchange Act between the date of this Agreement and the Closing Date will comply, in each case in all material respects, with applicable SEC requirements and as of their respective dates did not, or in the case may beof documents filed on or after the date hereof will not, and the rules and regulations promulgated under each of such respective acts, and did not at the time they were filed contain any untrue statement of a material fact or 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. Since June 30, 1999, the Company has timely filed, and between the date of this Agreement and the Closing Date will timely file, with the SEC all reports required to be filed by it under the Exchange Act. No Company Subsidiary is required to file any form, report or other document with the SEC.

SEC Filings; Financial Statements. (a) Seller has filed, or caused to be filed, all forms, reports and documents required to be filed by Seller with the SEC since January 1, 20011998, and has heretofore delivered or made available to Buyer in the form filed with the SEC, together with any amendments thereto, its (i) Annual Reports on Form 10-K for the fiscal year ended December 31, 2000 and 20011997, (ii) Quarterly Reports on Form 10-Q for the fiscal quarter ended March 31 and 31, 1998, June 30, 20021998 and September 30, 1998, and (iii) all other reports or registration statements filed by Seller with the SEC since January 1, 2001 1998 (collectively, the "Seller DLC SEC Reports"). The Seller DLC SEC Reports were prepared substantially in 60 62 accordance with the requirements of the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, as the case may be, and the rules and regulations promulgated under each of such respective acts, and did not at the time they were filed contain any untrue statement of a material fact or 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.

SEC Filings; Financial Statements. (a) Seller The Company has filed, or caused to be filed, filed all forms, reports and documents required to be filed by Seller it with the SEC Securities and Exchange Commission (the "SEC") since January 1December 31, 20012004, and has heretofore delivered or previously made available to Buyer Parent, in the form filed with the SEC, together with any amendments thereto, its (i) its Annual Reports on Form 10-K for the fiscal year years ended December 31, 2000 2002, 2003 and 20012004, respectively, (ii) Quarterly Reports on Form 10-Q for all proxy statements relating to the fiscal quarter ended March 31 and June 30Company's meetings of stockholders (whether annual or special) held since May 20, 2002, 2003 and (iii) all other forms, reports or and other registration statements filed by Seller the Company with the SEC since January 1December 31, 2001 2004 (the forms, reports and other documents referred to in clauses (i), (ii), (iii) and (iv) above being, collectively, the "Seller COMPANY SEC ReportsREPORTS"). The Seller Company SEC Reports were prepared substantially (i) complied in accordance all material respects with either the requirements of the Securities Act of 1933, as amendedamended (the "SECURITIES ACT"), or the Securities Exchange Act of 1934, as amendedamended (the "EXCHANGE ACT"), as the case may be, and the rules and regulations promulgated under each of such respective actsthereunder, and (ii) did not not, at the time they were filed filed, or, if amended, as of the date of such amendment, contain any untrue statement of a material fact or 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 to the extent information as of a later date conflicts with information of an earlier date, the information of such later date shall be deemed to modify such earlier information. No Subsidiary is required to file any form, report or other document with the SEC.

SEC Filings; Financial Statements. (a) Seller Adaptec has filed, or caused to be filed, filed all forms, reports and documents required to be filed by Seller with the SEC since January 1March 31, 20011994, and has heretofore delivered or made available to Buyer Incat, in the form filed with the SEC, together with any amendments thereto, its (i) its Annual Reports on Form 10-K for the fiscal year ended December March 31, 2000 1994 and 20011995, (ii) its Quarterly Reports on Form 10-Q for the fiscal quarter periods ended March 31 and June 30, 20021994, September 30, 1994 and December 31, 1994, (iii) all proxy statements relating to Adaptec's meetings of stockholders (whether annual or special) held since March 31, 1994, (iv) all other reports or registration statements filed by Seller Adaptec with the SEC since January 1March 31, 2001 1994 and (v) all amendments and supplements to all such reports and registration statements, including Adaptec's Annual Report filed pursuant to Rule 14a-3 promulgated under the Exchange Act, filed by Adaptec with the SEC (collectively, the "Seller Adaptec SEC Reports"). The Seller Adaptec SEC Reports (i) were prepared substantially in accordance with the requirements of the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amendedAct, as the case may be, and the rules and regulations promulgated under each of such respective acts, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or 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. None of Adaptec's subsidiaries is required to file any forms, reports or other documents with the SEC.

SEC Filings; Financial Statements. (a) Seller Buyer has filed, or caused to be filed, filed all forms, reports and documents required to be filed by Seller with the SEC since January 1, 2001, Securities and Exchange Commission (the "SEC") and has heretofore delivered or made available to Buyer the Company, in the form filed with the SEC, together with any amendments thereto, its (i) its Annual Reports Report on Form 10-K for the fiscal year ended December 31June 29, 2000 and 20011996 (the "Buyer Form 10-K"), (ii) Quarterly Reports on Form 10-Q for the fiscal quarter ended March 31 and June 30, 2002, and (iii) all other reports or registration statements filed by Seller Buyer with the SEC since January 1the date of the filing of the Buyer Form 10-K, 2001 and (iii) all amendments and supplements to all such reports and registration statements filed by Buyer with the SEC (collectively, the "Seller Buyer SEC Reports"). The Seller Buyer SEC Reports (i) were prepared substantially in all material respects in accordance with the requirements of the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amendedAct, as the case may be, and the rules and regulations promulgated under each of such respective acts, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or 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. None of Buyer's subsidiaries is required to file any forms, reports or other documents with the SEC.

SEC Filings; Financial Statements. (a) Seller The Company has filed, or caused to be filed, filed all forms, reports and documents required to be filed by Seller it with the SEC Securities and Exchange Commission ("SEC") since January 1, 20012000. The Company has delivered to the Investor, and has heretofore delivered or made available to Buyer in the form filed with the SEC, together with any amendments thereto, its (i) its Annual Reports Report on Form 10-K KSB for the fiscal year ended December 31, 2000 and 20011999, (ii) Quarterly Reports on Form 10-Q for all proxy statements relating to the fiscal quarter ended March 31 and June 30Company's meetings of stockholders (whether annual or special) held since January 1, 20022000, and (iii) all other reports or registration statements filed by Seller the Company with the SEC (other than Reports on Form 3, 4, or 5 and Schedules 13G filed on behalf of affiliates of the Company) since January 1, 2001 2000, and (iv) all amendments and supplements to all such reports filed by the Company with the SEC (collectively, the "Seller Company SEC Reports"). The Seller Company SEC Reports (i) were prepared substantially in accordance with the requirements of the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, (the "Exchange Act"), as the case may be, and the rules and regulations promulgated under each of such respective acts, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or 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.

SEC Filings; Financial Statements. (a) Seller 5.8.1 Cross Media has filed, or caused to be filed, timely filed all forms, reports and documents required to be filed by Seller with the SEC since January 1, 20011998, and has heretofore delivered or made available to Buyer the Seller Group, in the form filed with the SEC, together with any amendments thereto, its (i) Annual Reports on Form 10-K K/SB for the fiscal year years ended December 31, 1999, 2000 and 2001, (ii) proxy statements relating to each of its meetings of stockholders (whether annual or special) held since January 1, 1999, (iii) Quarterly Reports on Form 10-Q Q/SB for the fiscal quarter quarters ended March 31 and June 30, 2002in 2001, and (iiiiv) all other reports or registration statements filed by Seller Cross Media with the SEC since January 1, 2001 1999 (collectively, the "Seller Cross Media SEC Reports"). The Seller Cross Media SEC Reports were prepared substantially in accordance with the requirements of the Securities 1933 Act of 1933, as amended, or and the Securities Exchange Act of 1934, as amendedAct, as the case may be, and the rules and regulations promulgated under each of such respective acts. The Cross Media SEC Reports (including all exhibits and schedules thereto and documents incorporated by reference therein) did not, and did not at the time they were filed (or, if amended or superseded by filing prior to the date hereof, then on the date of such filing), contain any untrue statement of a material fact or 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 materially misleading.

SEC Filings; Financial Statements. (a) Seller Adaptec has filed, or caused to be filed, filed all forms, reports and documents required to be filed by Seller with the SEC since January 1March 31, 20011997, and has heretofore delivered or made available to Buyer Ridge, in the form filed with the SEC, together with any amendments thereto, its (i) its Annual Reports Report on Form 10-K for the fiscal year ended December 31Marcx 00, 2000 and 20010000, (iixx) xxx Quarterly Reports on Form 10-Q for the fiscal quarter periods ended March 31 and June 30, 20021997, September 30, 1997 and December 31, 1997, (iii) all proxy statements relating to Adaptec's meetings of stockholders (whether annual or special) held since March 31, 1997, (iv) all other reports or and registration statements filed by Seller Adaptec with the SEC since January 1March 31, 2001 1997 and (v) all amendments and supplements to all such reports and registration statements, including Adaptec's Annual Report filed pursuant to Rule 14a-3 promulgated under the Exchange Act, filed by Adaptec with the SEC (collectively, the "Seller Adaptec SEC Reports"). The Seller Adaptec SEC Reports (i) were prepared substantially in accordance with the requirements of the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amendedAct, as the case may be, and the rules and regulations promulgated under each of such respective acts, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or 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. None of Adaptec's subsidiaries is required to file any forms, reports or other documents with the SEC.

SEC Filings; Financial Statements. (a) Seller has filed, or caused to be filed, all forms, reports and documents required to be filed by Seller with the SEC since Since January 1, 20012009, and Buyer has heretofore delivered or made available to Buyer in the form filed all filings with the Securities and Exchange Commission (“SEC, together with any amendments thereto, its (i”) Annual Reports on Form 10-K for the fiscal year ended December 31, 2000 and 2001, (ii) Quarterly Reports on Form 10-Q for the fiscal quarter ended March 31 and June 30, 2002, and (iii) all other reports or registration statements filed by Seller with the SEC since January 1, 2001 (collectively, the "Seller SEC Reports"). The Seller SEC Reports were prepared substantially in accordance with the requirements of that it has been required to make under the Securities Act of 1933, as amendedamended (the “Securities Act”), or and the Securities Exchange Act of 1934, as amended, as amended (the case may be“Exchange Act”), and the rules and regulations promulgated under thereunder, each of such respective actswhich complied as to form, and did not at the time they were filed contain such form, document or report was filed, in all material respects with the applicable requirements of the Securities Act and the Exchange Act and the applicable rules and regulations promulgated thereunder (collectively, the “SEC Documents”). Each of the SEC Documents has complied as to form in all material respects with the Securities Act and the Exchange Act in effect as of their respective dates. None of the SEC Documents, as of their respective dates, or, if amended, as of the date of such amendment, including any financial statements included in the SEC Documents, contained any untrue statement of a material fact or omit omitted 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.

SEC Filings; Financial Statements. (a) Seller The Company has filed, or caused to be filed, filed all forms, reports and documents required to be filed by Seller the Company with the SEC since January 1, 2001, and has heretofore delivered or made available previously furnished to Buyer in the form filed with the SEC, together with any amendments thereto, its USF a true and complete copy of each of (i) its Prospectus dated February 7, 1997, (ii) its Annual Reports Report on Form 10-K KSB for the fiscal year ended December 31, 2000 and 2001, 1996 (iiiii) its Quarterly Reports on Form 10-Q QSB for the fiscal quarter periods ended March 31 31, 1997 and June 30, 20021997, and (iiiiv) all other reports or registration statements other correspondence filed by Seller it with the SEC pursuant to the Exchange Act, since January 1, 2001 1997, in each case as filed with the SEC (collectively, together with any forms, reports and documents filed by the Company with the SEC after the date hereof until the Closing, the "Seller Company SEC Reports"). The Seller SEC Reports were prepared substantially Each such report, when filed, complied in accordance all material respects with the requirements of the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, as the case may be, and the applicable rules and regulations promulgated under each thereunder and, as of their respective dates, none of such respective acts, and did not at the time they were filed contain reports contained any untrue statement of a material fact or omit 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.

SEC Filings; Financial Statements. (a) Seller The Company has filed, or caused to be filed, all forms, reports and documents required to be filed by Seller with the SEC since January 1, 2001, and has heretofore delivered or made available to Buyer in Parent prior to the form filed with the SEC, together with any amendments thereto, its date hereof true and complete copies of (i) its Annual Reports on Form 10-K for the fiscal year years ended December 31, 2000 2001 and 20012002, as filed with the SEC, (ii) its proxy statements relating to all of the meetings of shareholders (whether annual or special) of the Company since January 1, 2001, as filed with the SEC, and (iii) all other reports, statements and registration statements and amendments thereto (including, without limitation, Quarterly Reports on Form 10-Q for the fiscal quarter ended March 31 and June 30, 2002, and (iiiCurrent Reports on Form 8-K) all other reports or registration statements filed by Seller the Company with the SEC since January 1December 31, 2001 2002 (collectively, the "Seller SEC Reports"). The Seller SEC Reports were prepared substantially (i) at the time filed or if amended or superseded by a later filing, as of the date of the last such amendment or filing, complied as to form in accordance all material respects with the requirements of the Securities Act of 1933, as amendedAct, or the Securities Exchange Act of 1934, as amendedAct, as the case may be, and the rules and regulations promulgated under each of such respective acts, and (ii) did not at the time they were filed declared effective or filed, as the case may be, or if amended or superseded by a later filing, as of the date of the last such amendment or such filing, contain any untrue statement of a material fact or 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.

SEC Filings; Financial Statements. (a) Seller The Company has filed, or caused to be filed, filed all forms, reports and documents required to be filed by Seller with the SEC since January 1, 2001, Securities and Exchange Commission (the "SEC") and has heretofore delivered or made available to Buyer in the form filed with the SEC, together with any amendments thereto, its Parent (i) its Annual Reports Report on Form 10-K for the fiscal year ended December 31June 30, 2000 and 20011995, (ii) its Quarterly Reports on Form 10-Q for the fiscal quarter quarters ended March 31 and June September 30, 20021995, December 31, 1995 and Xxxxx 00, 0000, (iiixxx) all other reports or registration statements filed by Seller the Company with the SEC since January July 1, 2001 1995, (iv) all proxy statements relating to the Company's meetings of stockholders (whether annual or special) since July 1, 1995, and (v) all amendments and supplements to all such reports and registration statements filed by the Company with the SEC pursuant to the requirements of the Exchange Act ((i)-(v) collectively, the "Seller COMPANY SEC ReportsREPORTS"). The Seller Except as disclosed in Section 2.7 of the Company Disclosure Schedule, the Company SEC Reports (i) were prepared substantially in all material respects in accordance with the requirements of the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amendedAct, as the case may be, and the rules and regulations promulgated under each of such respective acts, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or 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. None of the Company's subsidiaries is required to file any forms, reports or other documents with the SEC.

SEC Filings; Financial Statements. Buyer has delivered to Shareholders, in the form filed with the Securities Exchange Commission (athe "SEC"), (i) Seller has filedits Annual Reports to Shareholders and Forms 10-KSB for the fiscal years ended June 30, or caused to be filed1997 and June 30, 1996, (ii) all formsQuarterly Reports on Form 10-QSB filed by it since June 30, 1996, (iii) its Proxy Statement for the most recent Annual Meeting of Shareholders, (iv) any reports on Form 8-K filed by it since June 30, 1996, (v) any other reports and documents required to be filed by Seller it under Sections 13(a), 14(a), 14(c) and 15(d) of the Securities Exchange Act of 1934 since June 30, 1996; and (vi) any amendments and supplements to all such reports filed by Buyer with the SEC since January 1, 2001, and has heretofore delivered or made available to Buyer in the form filed with the SEC, together with any amendments thereto, its (i) Annual Reports on Form 10-K for the fiscal year ended December 31, 2000 and 2001, (ii) Quarterly Reports on Form 10-Q for the fiscal quarter ended March 31 and June 30, 2002, and (iii) all other reports or registration statements filed by Seller with the SEC since January 1, 2001 (collectively, the "Seller SEC Reports"). The Seller SEC Reports were prepared substantially in accordance with the requirements of the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, as the case may be, and the rules and regulations promulgated under each of such respective acts, and did not at the time they were filed (or if amended or superseded by a filing prior to the date hereof, then on the date of such filing) contain any untrue statement of a material fact or 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. Since the date of the latest Quarterly Report on Form 10-QSB, there has not been any material adverse change in the business, prospects, properties, financial position, results of operations or net worth of Buyer.

SEC Filings; Financial Statements. (a) Seller ISSI has filed, or caused to be filed, filed all forms, reports and documents required to be filed by Seller with the SEC since January 1September 30, 20012000, and has heretofore delivered or made available to Buyer Purple Ray, in the form filed with the SEC, together with any amendments thereto, its (i) its Annual Reports Report on Form 10-K for the fiscal year years ended December 31September 30, 2000 and September 30, 2001, (ii) its Quarterly Reports on Form 10-Q for the fiscal quarter periods ended December 31, 2000, March 31 31, 2001 and June 30, 20022001, (iii) the proxy statement relating to ISSI's annual meeting of stockholders held on February 6, 2001, and (iiiiv) all other reports or registration statements filed by Seller ISSI with the SEC since January 1September 30, 2001 2000 (collectively, the "Seller ISSI SEC Reports"). The Seller ISSI SEC Reports (i) were filed on a timely basis, (ii) were prepared substantially in accordance with the requirements of the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amendedAct, as the case may be, and the rules and regulations promulgated under each of such respective acts, and (iii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or 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.

SEC Filings; Financial Statements. (a) Seller Purchaser has filed, or caused to be filed, filed all forms, reports and documents required to be filed by Seller Purchaser with the SEC Securities and Exchange Commission (the "SEC") since January 1, 2001, and has heretofore delivered or made available to Buyer in the form filed with the SEC, together with any amendments thereto, its (i) Annual Reports filing of Purchaser's amended annual report on Form 10-K K/A for the fiscal year ended December 31, 2000 2001 with the SEC on May 24, 2002. All such forms, reports and 2001documents, (ii) Quarterly Reports including Purchaser's amended annual report on Form 10-Q K/A for the fiscal quarter year ended March 31 and June 30December 31, 20022001, and (iii) all other reports or registration statements filed by Seller with the SEC since January 1, 2001 (collectively, are referred to herein as the "Seller Purchaser SEC Reports"). The Seller ." As of their respective dates, each of the Purchaser SEC Reports were prepared substantially Reports, as of the date filed and as they may have been subsequently amended, complied, when filed, in accordance all material respects with the requirements of the Securities Act of 1933, as amendedAct, or the Securities Exchange Act of 1934, as amended, as the case may be, and the rules and regulations promulgated under each of the SEC thereunder applicable to such Purchaser SEC Reports. As of their respective actsdates, and the Purchaser SEC Reports did not at the time they were filed contain any untrue statement of a material fact or 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.

SEC Filings; Financial Statements. (a) Seller The Company has filed, or caused to be filed, filed all forms, reports and documents required to be filed by Seller the Company with the SEC since January 1March 31, 20012000, (the "Company SEC Reports") and has heretofore delivered or made available to Buyer in the form filed with the SEC, together with any amendments thereto, its Parent (i) its Annual Reports Report on Form 10-K for the each of the two fiscal year years ended December March 31, 2000 and 20012002, (ii) Quarterly Reports on Form 10-Q for all proxy statements relating to the fiscal quarter ended Company's meetxxxx xx xxxxxxxxxxxx (whether annual or special) held since March 31 and June 3031, 20022000, and (iii) all other reports or registration statements filed xx xxx Xxxxxxx xxxx the SEC (other than Reports on Forms 3, 4 and 5, Schedule 13G and Schedule 13D filed by Seller or on behalf of stockholders or affiliates of the Company) since March 31, 2000 and (iv) all amendments and supplements to all such reports and registration statements filed by the Company with the SEC since January 1, 2001 (collectivelySEC. As of their respective dates, the "Seller SEC Reports"). The Seller Company SEC Reports were prepared substantially (i) complied as of their respective filing dates in accordance all material respects with the all applicable requirements of the Securities Act of 1933, as amendedamended (the "Securities Act"), or and the Securities Exchange Act of 1934, as amendedAct, as the case may be, and the rules and regulations promulgated under each of such respective acts, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or 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.

SEC Filings; Financial Statements. (a) Seller The Company has filed, or caused to be filed, filed all forms, reports and documents required to be filed by Seller the Company with the SEC since January 1March 31, 20012000, (the "Company SEC Reports") and has heretofore delivered or made available to Buyer in the form filed with the SEC, together with any amendments thereto, its Parent (i) its Annual Reports Report on Form 10-K for the each of the two fiscal year years ended December March 31, 2000 and 20012002, (ii) Quarterly Reports on Form 10-Q for all proxy statements relating to the fiscal quarter ended Company's mexxxxxx xx xxxxxxxxxxrs (whether annual or special) held since March 31 and June 3031, 20022000, and (iii) all other reports or registration statements filxx xx xxx Xxxxxxx xxxh the SEC (other than Reports on Forms 3, 4 and 5, Schedule 13G and Schedule 13D filed by Seller or on behalf of stockholders or affiliates of the Company) since March 31, 2000 and (iv) all amendments and supplements to all such reports and registration statements filed by the Company with the SEC since January 1, 2001 (collectivelySEC. As of their respective dates, the "Seller SEC Reports"). The Seller Company SEC Reports were prepared substantially (i) complied as of their respective filing dates in accordance all material respects with the all applicable requirements of the Securities Act of 1933, as amendedamended (the "Securities Act"), or and the Securities Exchange Act of 1934, as amendedAct, as the case may be, and the rules and regulations promulgated under each of such respective acts, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or 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.