Common use of Purchaser Reports Clause in Contracts

Purchaser Reports. Purchaser has timely filed or furnished all reports, schedules, forms, statements, prospectuses and other documents (including all exhibits, amendments and supplements thereto) required to be filed with, or furnished to, the SEC by Purchaser since December 31, 2005, and has previously made available to the Company true and complete copies of (i) the Annual Reports on Form 10-K for the fiscal years ended December 31, 2005, 2006 and 2007 filed by Purchaser with the SEC, (ii) information or proxy statements relating to all of Purchaser’s meetings of stockholders held or scheduled to be held since December 31, 2005, and (iii) each other registration statement, proxy or information statement, Quarterly Report on Form 10-Q or Current Report on Form 8-K filed since December 31, 2007 by Purchaser with the SEC prior to the date hereof (all such documents, as amended or supplemented, including any information incorporated by reference therein, are referred to collectively as, the “Purchaser Reports”). Each of the audited financial statements and related schedules and notes thereto and unaudited interim financial statements of Purchaser contained in the Purchaser Reports (or incorporated therein by reference) (i) were or, in the case of the Purchaser Reports filed or furnished on or after the date hereof, will be prepared in accordance with GAAP (except in the case of interim unaudited financial statements) except as noted therein, and fairly present in all material respects the consolidated financial position of 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, subject in the case of interim unaudited financial statements to normal year-end audit adjustments, and (ii) complied or, in the case of Purchaser Reports furnished or filed on or after the date hereof, will comply, as to form as of their respective dates in all material respects with applicable rules and regulations (including accounting requirements) of the SEC. As of their respective dates, each Purchaser Report was prepared in accordance with and complied (or, in the case of Purchaser Reports furnished or filed on or after the date hereof, will be prepared in accordance with and will comply) in all material respects with the requirements of ▇▇▇▇▇▇▇▇-▇▇▇▇▇, as applicable, and the rules and regulations of the SEC promulgated thereunder, and the Purchaser Reports (including all financial statements included therein and all exhibits and schedules thereto and all documents incorporated by reference therein) did not (or, in the case of Purchaser Reports furnished or filed on or after the date hereof, will not), as of the date of effectiveness in the case of a registration statement, the date of mailing in the case of a proxy or information statement and the date of filing in the case of other Purchaser Reports, 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 the light of the circumstances under which they were made, not misleading. Purchaser has made available to the Company copies of all material comment letters received by Purchaser from the SEC since January 1, 2005 and relating to any Purchaser Reports, together with all written responses of Purchaser thereto sent to the SEC. As of the date hereof, (i) there are no material outstanding or material unresolved comments in comment letters received from the SEC staff with respect to the Purchaser Reports, and (ii) none of the Purchaser Reports is the subject of ongoing SEC review, outstanding SEC comment or outstanding SEC investigation. None of Purchaser’s Subsidiaries is required to file any forms, reports or other documents with the SEC.

Purchaser Reports. (i) The Purchaser has timely filed or furnished all with the SEC and delivered to the Company its Form 10-K for the year ended June 30, 2000 and other reports, schedules, forms, statements, prospectuses statements and other documents (including all exhibitscollectively, amendments and supplements thereto"PURCHASER REPORTS") filed or required to be filed withsince June 30, or furnished to, the SEC by Purchaser since December 31, 2005, and has previously made available to the Company true and complete copies of (i) the Annual Reports on Form 10-K for the fiscal years ended December 31, 2005, 2006 and 2007 filed by Purchaser with the SEC, (ii) information or proxy statements relating to all of Purchaser’s meetings of stockholders held or scheduled to be held since December 31, 2005, and (iii) each other registration statement, proxy or information statement, Quarterly Report on Form 10-Q or Current Report on Form 8-K filed since December 31, 2007 by Purchaser with the SEC prior to the date hereof (all such documents, as amended or supplemented, including any information incorporated by reference therein, are referred to collectively as, the “Purchaser Reports”). Each of the audited financial statements and related schedules and notes thereto and unaudited interim financial statements of Purchaser contained in the Purchaser Reports (or incorporated therein by reference) (i) were or, in the case of the Purchaser Reports filed or furnished on or after the date hereof, will be prepared in accordance with GAAP (except in the case of interim unaudited financial statements) except as noted therein, and fairly present in all material respects the consolidated financial position of 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, subject in the case of interim unaudited financial statements to normal year-end audit adjustments, and (ii) complied or, in the case of Purchaser Reports furnished or filed on or after the date hereof, will comply, as to form as of their respective dates in all material respects with applicable rules and regulations (including accounting requirements) of the SEC2000. As of their respective dates, each Purchaser Report was prepared in accordance with and complied (or, in the case of Purchaser Reports furnished or filed on or after the date hereof, will be prepared in accordance with and will comply) complied in all material respects with the requirements of ▇▇▇▇▇▇▇▇-▇▇▇▇▇the Securities Act or the Exchange Act, as applicablethe case may be, and the rules and regulations of the SEC promulgated thereunderthereunder applicable to the Purchaser Reports, and the Purchaser Reports (including all financial statements included therein did not, and all exhibits and schedules thereto and all documents incorporated by reference therein) did not (or, in the case of any Purchaser Reports furnished or filed on or after with the SEC subsequent to the date hereof, hereof will not), as of the date of effectiveness in the case of a registration statement, the date of mailing in the case of a proxy or information statement and the date of filing in the case of other Purchaser Reports, 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. The financial statements of the Purchaser included in Purchaser 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 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) and fairly present the consolidated financial position of the Purchaser and its subsidiaries as of the dates thereof and their consolidated statements of operations, stockholders equity and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). The Purchaser has made available delivered to the Company copies of all material comment letters received by Purchaser from the SEC since January 1, 2005 and relating to any Purchaser Reports, together with all written responses of Purchaser thereto sent to the SEC. As a copy of the date hereoffinancial statements included in the Purchaser's Annual Report on Form 10-K for the year ended June 30, 2000 (i) there are no material outstanding or material unresolved comments including an auditor's opinion). Except as set forth in comment letters received from the SEC staff with respect to the Purchaser Reports, to the Purchaser's knowledge, the Purchaser has no Liabilities required by GAAP to be set forth on a balance sheet of the Purchaser or in the notes thereto, other than Liabilities incurred in the ordinary course of business consistent with prior practice and experience since June 30, 2000. (ii) none None of the information supplied or to be supplied by the Purchaser Reports is for inclusion in the subject Proxy Statement/Prospectus will at the time of ongoing SEC reviewmailing of the Proxy Statement/Prospectus to stockholders of the Company or at the time of the meeting of such stockholders to be held in connection with the Merger, outstanding SEC comment contain any untrue statement of a material fact or outstanding SEC investigation. None of Purchaser’s Subsidiaries is omits or will omit to state any material fact required to file any formsbe stated therein or necessary to make the statements made therein, reports or other documents in light of the circumstances under which they are made, not misleading. The Proxy Statement/Prospectus will comply as to form in all material respects with the SECprovisions of the Exchange Act and the rules and regulations thereunder, except that no representation is made by the Purchaser with respect to information supplied by the Company for inclusion therein.