Common use of Reports; Financial Statements Clause in Contracts

Reports; Financial Statements. (a) Parent has filed all forms, reports, registration statements and documents required to be filed by it with the SEC since January 1, 1999 (such forms, reports, registration statements and documents, together with any amendments thereto, the “Parent SEC Filings”). As of their respective dates, the Parent SEC Filings (i) comply as to form in all material respects with the requirements of the Securities Act of 1933, as amended (the “Securities Act”) and the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), as the case may be, and (ii) do 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 made therein, in light of the circumstances under which they were made, not misleading. As of the date hereof and as of the Effective Date, and the representations and warranties of Parent contained in this Agreement or any schedule to this Agreement, taken as a whole, do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements herein, in light of the circumstances in which they are made, not misleading. No event or circumstance has occurred or information exists with respect to Parent or its business, properties, operations or financial conditions, which, under applicable law, rule or regulation, requires public disclosure or announcement by Parent but which has not been so publicly announced or disclosed (assuming for this purpose the preparation of an effective registration statement filed by Parent under the Securities Act into which Parent’s reports filed under the Exchange Act are incorporated by reference). (b) The audited financial statements and unaudited interim financial statements included or incorporated by reference in the Parent SEC Filings (i) were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto), (ii) complied as of their respective dates in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and (iii) fairly present the consolidated financial position of Parent and its Subsidiaries as of the dates thereof and the income, cash flows, and changes in stockholder’s equity for the periods involved.

Reports; Financial Statements. (a) Parent The Company and each Subsidiary, as necessary, has filed all forms, reports, registration statements and documents required to be filed with any regulatory authority established by it Law in a foreign jurisdiction, except for cases where the failure to make such filing would not, individually or in the aggregate, have a Material Adverse Effect, or with the SEC since January 1, 1999 the Spin-Off Date (such forms, reports, registration statements those required to be filed with the SEC are collectively referred to as the "SEC Reports," and documents, together with any amendments theretoforeign jurisdiction reports, the “Parent SEC Filings”"Government Reports"). As , each of their respective dates, the Parent SEC Filings (i) comply as to form which complied in all material respects with the applicable requirements of the Securities Act of 1933Act, as amended (the “Securities Act”) and the Securities rules and Exchange Act of 1934regulations promulgated thereunder, as amended (or the “Exchange Act”), as and the rules and regulations promulgated thereunder, or, in the case may beof a foreign jurisdiction, and the relevant Laws of that jurisdiction, each as in effect on the date so filed. None of the Government Reports (iiincluding, but not limited to, any financial statements or schedules included or incorporated by reference therein) do not contain contained when filed any untrue statement of a material fact or omit omitted to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. As of the date hereof and as of the Effective Date, and the representations and warranties of Parent contained in this Agreement or any schedule to this Agreement, taken as a whole, do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements herein, in light of the circumstances in which they are made, not misleading. No event or circumstance has occurred or information exists with respect to Parent or its business, properties, operations or financial conditions, which, under applicable law, rule or regulation, requires public disclosure or announcement by Parent but which has not been so publicly announced or disclosed (assuming for this purpose the preparation of an effective registration statement filed by Parent under the Securities Act into which Parent’s reports filed under the Exchange Act are incorporated by reference). (b) The audited principal executive officer of the Company and the principal financial statements officer of the Company have made the certifications required by Sections 302 and unaudited interim 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the "▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act"), and the rules and regulations of the SEC promulgated thereunder with respect to the Company's filings pursuant to the Exchange Act. For purposes of the preceding sentence, "principal executive officer" and "principal financial statements included or incorporated by reference officer" shall have the meanings given to such terms in the Parent ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (c) All of the Company Financial Statements, in each case, including any related notes thereto, as filed with the SEC Filings (i) were or with relevant authorities in foreign jurisdictions, have been prepared in accordance with GAAP applied on a consistent basis during throughout the periods involved (except as may be indicated therein or in the notes thereto)thereto or, (iiin the case of the unaudited statements, as may be permitted by Form 10-Q of the SEC and subject, in the case of the unaudited statements, to normal, recurring audit adjustments) complied as of their respective dates and fairly present, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect theretorespects, and (iii) fairly present the consolidated financial position of Parent the Company and its Subsidiaries as of at the respective dates thereof and the income, cash flows, consolidated results of its operations and changes in stockholder’s equity cash flows for the periods involvedindicated. (d) There are no liabilities of the Company or any of the Subsidiaries of any kind whatsoever, whether or not accrued and whether or not contingent or absolute, that are material to the Company and the Subsidiaries, taken as a whole, other than (i) liabilities disclosed or provided for in the Company Financial Statements, (ii) liabilities disclosed in the SEC Reports, (iii) liabilities incurred on behalf of the Company in connection with this Agreement and the contemplated Merger, and (iv) liabilities incurred in the ordinary course of business consistent with past practice since March 31, 2005, none of which in the case of clause (iv) are, individually or in the aggregate, reasonably likely to be material to the Company. (e) The Company has heretofore furnished or made available to Parent and listed in the Company Disclosure Letter a complete and correct copy of any amendments or modifications which have not yet been filed with the SEC to agreements, documents or other instruments which previously had been filed by the Company with the SEC as exhibits to the SEC Reports pursuant to the Securities Act and the rules and regulations promulgated thereunder or the Exchange Act and the rules and regulations promulgated thereunder.

Reports; Financial Statements. (a) Parent has filed Since March 31, 1991, Foreland ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇d all forms, reports, registration statements and other documents required to be filed by it with (A) the SEC since January Securities and Exchange Commission (the "SEC") including (1) all Annual Reports on Form 10-K, 1999 (2) all Quarterly Reports on Form 10-Q, (3) all proxy statements relating to meetings of stockholders (whether annual or special), (4) all Current Reports on Form 8-K and (5) all other reports, schedules, registration statements or other documents and (B) any applicable state securities authorities and all forms, reports, statements and other documents required to be filed with any other applicable federal or state regulatory authorities, except where the failure to file any such forms, reports, registration statements or other documents would not have a material adverse effect (all such forms, reports, statements and documents, together with any amendments thereto, the “Parent SEC Filings”). As of their respective dates, the Parent SEC Filings other documents in clauses (i) comply and (ii) of this Section 5.02(a) being referred to herein, collectively, as the "Foreland Reports"). The Foreland Reports, including all Surgical Reports filed after the date of this Agreement and prior to form the Effective Time, (x) were or will be prepared in all material respects accordance with the requirements of applicable Law (including the Securities Act of 1933, as amended (the “Securities Act”) and the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), as the case may be, and the rules and regulations of the SEC thereunder applicable to such Foreland Reports) and (iiy) do did not at the time they were filed, or will not at the time they are 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. As of the date hereof and as of the Effective Date, and the representations and warranties of Parent contained in this Agreement or any schedule to this Agreement, taken as a whole, do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements herein, in light of the circumstances in which they are made, not misleading. No event or circumstance has occurred or information exists with respect to Parent or its business, properties, operations or financial conditions, which, under applicable law, rule or regulation, requires public disclosure or announcement by Parent but which has not been so publicly announced or disclosed (assuming for this purpose the preparation of an effective registration statement filed by Parent under the Securities Act into which Parent’s reports filed under the Exchange Act are incorporated by reference). (b) The audited Each of the consolidated financial statements and unaudited interim financial statements included (including, in each case, any related notes thereto) contained in Foreland Reports filed prior to the Effective Time, have been or incorporated by reference in the Parent SEC Filings (i) were will be prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto), (ii) complied as of their respective dates in all material respects with applicable accounting requirements and the published rules and regulations of the SEC and generally accepted accounting principles applied on a consistent basis throughout the periods involved (except (a) to the extent required by changes in generally accepted accounting principles; (b) with respect to Foreland Reports filed prior to the date of this Agreement, as may be indicated in the notes thereto, ; and (iiic) with respect to interim financial statements as may be permitted by Article 10 of Regulation S-X) and fairly present or will fairly present the consolidated financial position of Parent Surgical and its Subsidiaries subsidiaries as of the respective dates thereof and the income, consolidated results of operations and cash flows, and changes in stockholder’s equity flows for the periods involvedindicated (including reasonable estimates of normal and recurring year-end adjustments), except that (x) any unaudited interim financial statements were or will be subject to normal and recurring year-end adjustments and (y) any pro forma financial statements contained in such consolidated financial statements are not necessarily indicative of the consolidated financial position of Surgical and its subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows for the periods indicated. [The foregoing are intended as factual disclosures in connection with the issuance of securities. The obligations under this Agreement are Foreland's, with the assets conveyed to Refining for operating purposes.]

Reports; Financial Statements. (a) Parent has filed all forms, reports, registration statements and documents required to be filed by it with the SEC since January 1, 1999 2000 (such forms, reports, registration statements and documents, together with any amendments thereto, the “Parent SEC Filings”). As of their respective dates, the Parent SEC Filings (i) comply as to form in all material respects with the requirements of the Securities Act of 1933, as amended (the “Securities Act”) and the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), as the case may be, and (ii) do 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 made therein, in light of the circumstances under which they were made, not misleading. As of the date hereof and as of the Effective Date, and the representations and warranties of Parent contained in this Agreement or any schedule to this Agreement, taken as a whole, do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements herein, in light of the circumstances in which they are made, not misleading. No event or circumstance has occurred or information exists with respect to Parent or its business, properties, operations or financial conditions, which, under applicable law, rule or regulation, requires public disclosure or announcement by Parent but which has not been so publicly announced or disclosed (assuming for this purpose the preparation of an effective registration statement filed by Parent under the Securities Act into which Parent’s reports filed under the Exchange Act are incorporated by reference). (b) The audited financial statements and unaudited interim financial statements included or incorporated by reference in the Parent SEC Filings (i) were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto), (ii) complied as of their respective dates in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and (iii) fairly present the consolidated financial position of Parent and its Subsidiaries as of the dates thereof and the income, cash flows, and changes in stockholder’s equity for the periods involved.

Reports; Financial Statements. (a) Parent has filed all forms, reports, registration statements and documents required to be filed by it with the SEC since January 1, 1999 (such forms, reports, registration statements and documents, together with any amendments thereto, the “Parent SEC Filings”). As of their respective dates, the Parent SEC Filings (i) comply as to form in all material respects with the requirements of the Securities Act of 1933, as amended (the “Securities Act”) and the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), as the case may be, and (ii) do 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 made therein, in light of the circumstances under which they were made, not misleading. As of the date hereof and as of the Effective Date, and the representations and warranties of Parent contained in this Agreement or any schedule to this Agreement, taken as a whole, do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements herein, in light of the circumstances in which they are made, not misleading. No event or circumstance has occurred or information exists with respect to Parent or its business, properties, operations or financial conditions, which, under applicable law, rule or regulation, requires public disclosure or announcement by Parent but which has not been so publicly announced or disclosed (assuming for this purpose the preparation of an effective registration statement filed by Parent under the Securities Act into which Parent’s reports filed under the Exchange Act are incorporated by reference). (b) The audited financial statements and unaudited interim financial statements included or incorporated by reference in the Parent SEC Filings (i) were prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto), (ii) complied as of their respective dates in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and (iii) fairly present the consolidated financial position of Parent and its Subsidiaries as of the dates thereof and the income, cash flows, and changes in stockholdershareholder’s equity for the periods involved.

Reports; Financial Statements. (a) Parent has timely filed all required forms, reports, registration statements reports and documents required to be filed by it with the SEC since January 1, 1999 (such forms2004, reports, registration statements and documents, together with any amendments thereto, the “Parent SEC Filings”). As each of their respective dates, the Parent SEC Filings (i) comply as to form which has complied in all material respects with the all applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”) and the Securities and Exchange Act of 1934, as amended (the “Exchange Act”, and, in each case, the rules and regulations promulgated thereunder applicable to such forms, reports and documents, each as in effect on the dates such forms, reports and documents were filed, except to the extent that such forms, reports and documents have been modified, amended or superseded by later forms, reports and documents filed prior to the date of this Agreement. Parent has made available to Company, in the form filed with the SEC (including any amendments thereto), as (i) its Annual Reports on Form 10-K for each of the case may befiscal years ended December 31, 2003, 2004 and 2005, respectively, (ii) all definitive proxy statements relating to the Parent's meetings of stockholders (whether annual or special) held since January 1, 2004, and (iiiii) do not contain all other reports or registration statements filed by the Parent with the SEC since January 1, 2004 (collectively, the "Parent SEC Reports"). None of such forms, reports or documents, including any financial statements or schedules included or incorporated by reference therein, contained, when filed, any untrue statement of a material fact or omit omitted to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, except to the extent that such statements have been modified, amended or superseded by later Parent SEC Reports filed prior to the date of this Agreement. As The consolidated financial statements of the date hereof and as of the Effective Date, and the representations and warranties of Parent contained in this Agreement or any schedule to this Agreement, taken as a whole, do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements herein, in light of the circumstances in which they are made, not misleading. No event or circumstance has occurred or information exists with respect to Parent or its business, properties, operations or financial conditions, which, under applicable law, rule or regulation, requires public disclosure or announcement by Parent but which has not been so publicly announced or disclosed (assuming for this purpose the preparation of an effective registration statement filed by Parent under the Securities Act into which Parent’s reports filed under the Exchange Act are incorporated by reference). (b) The audited financial statements and unaudited interim financial statements included or incorporated by reference in the Parent SEC Filings Reports (iexcept to the extent such statements have been amended or modified by later Parent SEC Reports filed prior to the date of this Agreement) were prepared filed prior to the date of this Agreement complied as to form in accordance all material respects with applicable accounting standards and the published rules and regulations of the SEC with respect thereto and fairly present in all material respects, in conformity with GAAP (except, in the case of interim financial statements, as permitted by the applicable rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto), (ii) complied as of their respective dates in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and (iii) fairly present the consolidated financial position of the Parent and its Subsidiaries consolidated subsidiaries as of the dates thereof and the income, consolidated results of their operations and cash flows, and changes in stockholder’s equity flows for the periods involvedthen ended (subject, in the case of the unaudited interim financial statements, to normal year-end adjustments). Parent has complied in all material respects with the requirements of the S-Ox Act, including, without limitation, all certifications and internal controls required pursuant to the S-Ox Act. As of the date hereof, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any Parent SEC Reports. Parent maintains a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance (i) that Parent maintains records that in reasonable detail accurately and fairly reflect its transactions and dispositions of assets, (ii) that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, (iii) that receipts and expenditures are executed only in accordance with authorizations of management and the Parent Board and (iv) regarding prevention of timely detection of the unauthorized acquisition, use or disposition of Parent's assets that could have a material effect on Parent's consolidated financial statements. Except as disclosed in the Parent SEC Reports, Parent has not identified as of the date hereof any material weaknesses in the design or operation of the Parent's internal control over financial reporting. There are no SEC inquiries or investigations, other governmental inquiries or investigations or internal investigations pending or, to the Knowledge of the Parent, threatened in each case regarding any accounting practices of the Parent or any malfeasance by any director or executive officer of the Parent.

Reports; Financial Statements. (a) Parent has filed timely made all forms, reports, registration statements and documents filings required to be filed made by it with the SEC United States Securities and Exchange Commission (“SEC”) since January 1, 1999 2004 (such forms, reports, registration statements and documents, together with any amendments theretofilings, the “Parent SEC Filings”). As of their respective dates, the Parent SEC Filings (i) comply complied as to form in all material respects with the requirements of the Securities Act of 1933, as amended (the “Securities Act”) and the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), as the case may be, and (ii) do 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 made therein, in light of the circumstances under which they were made, not misleading. As of the date hereof and as of the Effective Date, and the representations and warranties of Parent contained in this Agreement or any schedule to this Agreement, taken as a whole, do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements herein, in light of the circumstances in which they are made, not misleading. No no event or circumstance has occurred or information exists with respect to Parent or its business, properties, operations or financial conditions, which, under the Securities Act, the Exchange Act or any other applicable law, rule or regulation, requires public disclosure or announcement by Parent at or before the date of this Agreement but which has not been so publicly announced or disclosed (assuming for this purpose the preparation of an effective registration statement filed by Parent under the Securities Act into which Parent’s reports filed under the Exchange Act are incorporated by reference)disclosed. (b) The audited financial statements and unaudited interim financial statements included or incorporated by reference in the Parent SEC Filings (i) were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes theretothereto and, in the case of the unaudited interim financial statements, are subject to normal year end adjustments which will not be material in amount in the aggregate), (ii) complied as of their respective dates in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and (iii) fairly present in all material respects the consolidated financial position of Parent and its Subsidiaries as of the dates thereof and the income, cash flows, and changes in stockholder’s equity as of the dates, and for the periods involved.

Reports; Financial Statements. (aA) Parent has filed Seller is current in all forms, reports, registration statements and other documents required to be filed by it with the SEC since January 1, 1999 (such forms, reports, registration statements and documents, together with any amendments theretocollectively, the “Parent Seller SEC FilingsReports”), except where the failure to be current would not have a Seller Material Adverse Effect. The Seller SEC Reports, including all Seller SEC Reports filed prior to the Closing Date (the “Relevant Seller SEC Reports”), were or will be prepared in all material respects in accordance with the requirements of applicable Law (including, the Securities Act and the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Seller SEC Reports). As of their respective dates, the Parent Relevant Seller SEC Filings (i) comply as to form in all material respects with the requirements of the Securities Act of 1933, as amended (the “Securities Act”) and the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), as the case may be, and (ii) do Reports 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 made therein, in the light of the circumstances under which they were made, not misleading. As of the date hereof and as of the Effective Date, and the representations and warranties of Parent contained in this Agreement or any schedule to this Agreement, taken as a whole, do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements herein, in light of the circumstances in which they are made, not misleading. No event or circumstance has occurred or information exists with respect to Parent or its business, properties, operations or financial conditions, which, under applicable law, rule or regulation, requires public disclosure or announcement by Parent but which has not been so publicly announced or disclosed (assuming for this purpose the preparation of an effective registration statement filed by Parent under the Securities Act into which Parent’s reports filed under the Exchange Act are incorporated by reference). (bB) The audited Each of the financial statements and unaudited interim financial statements included or incorporated by reference (including, in each case, any related notes thereto) contained in the Parent Relevant Seller SEC Filings Reports (i) were have been or will be prepared in accordance with GAAP applied on a consistent basis during the periods involved (except with, and complied or will comply as may be indicated therein or in the notes thereto)to form with, (ii) complied as of their respective dates in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and GAAP applied on a consistent basis throughout the periods involved (except as otherwise noted therein) and (iiiii) fairly present or will fairly present, in all material respects, the consolidated financial position of Parent and its Subsidiaries Seller as of the respective dates thereof and the income, results of its operations and cash flows, and changes in stockholder’s equity flows for the periods involvedindicated, except that any unaudited interim financial statements were or will be subject to normal and recurring year-end adjustments.

Reports; Financial Statements. (a) Parent has filed Buyer is current in all forms, reports, registration statements and other documents required to be filed by it with the SEC since January 1, 1999 (such forms, reports, registration statements and documents, together with any amendments theretocollectively, the “Parent Buyer SEC FilingsReports”), except where the failure to be current would not have a Buyer Material Adverse Effect. The Buyer SEC Reports, including all Buyer SEC Reports filed after the date of this Agreement and prior to the Closing Date, were or will be prepared in all material respects in accordance with the requirements of applicable Law (including, the Securities Act and the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Buyer SEC Reports). As of their respective dates, the Parent Buyer SEC Filings (i) comply as to form in all material respects with the requirements of the Securities Act of 1933, as amended (the “Securities Act”) and the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), as the case may be, and (ii) do Reports 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 made therein, in the light of the circumstances under which they were made, not misleading. As of the date hereof and as of the Effective Date, and the representations and warranties of Parent contained in this Agreement or any schedule to this Agreement, taken as a whole, do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements herein, in light of the circumstances in which they are made, not misleading. No event or circumstance has occurred or information exists with respect to Parent or its business, properties, operations or financial conditions, which, under applicable law, rule or regulation, requires public disclosure or announcement by Parent but which has not been so publicly announced or disclosed (assuming for this purpose the preparation of an effective registration statement filed by Parent under the Securities Act into which Parent’s reports filed under the Exchange Act are incorporated by reference). (b) The audited Each of the financial statements and unaudited interim financial statements included or incorporated by reference (including, in each case, any related notes thereto) contained in the Parent Buyer SEC Filings Reports filed prior to, on or after the date of this Agreement (i) were have been or will be prepared in accordance with GAAP applied on a consistent basis during the periods involved (except with, and complied or will comply as may be indicated therein or in the notes thereto)to form with, (ii) complied as of their respective dates in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and GAAP applied on a consistent basis throughout the periods involved (except as otherwise noted therein) and (iiiii) fairly present or will fairly present the consolidated financial position of Parent and its Subsidiaries Buyer as of the respective dates thereof and the income, results of its operations and cash flows, and changes in stockholder’s equity flows for the periods involvedindicated, except that any unaudited interim financial statements were or will be subject to normal and recurring year-end adjustments.

Reports; Financial Statements. (a) Parent The Company has filed all reports, schedules, forms, reports, registration statements and other documents required to be filed by it with the SEC since January 1pursuant to any applicable reporting requirements of the 1934 Act, 1999 if any, or to be filed by it under the Canadian Securities Laws (such forms, reports, registration all of the foregoing filed prior to the date this representation is made (including all exhibits included therein and financial statements and documents, together with any amendments thereto, schedules thereto and documents incorporated by reference therein) being herein referred to as the “Parent SEC FilingsReports”). The Company has made available to the Purchaser true and complete copies of all Reports filed since October 15, 2003. As of their respective dates, the Parent SEC Filings (i) comply as to form Reports complied in all material respects with the requirements of the laws, rules and regulations applicable to thereto. None of the Reports, at the time they were filed with the SEC or under COMMON SHARE PURCHASE AGREEMENT Canadian Securities Act of 1933Laws, as amended (the “Securities Act”) and the Securities and Exchange Act of 1934applicable, as amended (the “Exchange Act”), as the case may be, and (ii) do not contain 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 light of the circumstances under which they were made, not misleading. As of their respective dates, the date hereof and as consolidated financial statements of the Effective Date, Company and its subsidiaries included in the representations Reports and warranties of Parent contained in this Agreement or any schedule to this Agreement, taken as a whole, do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements herein, in light of the circumstances in which they are made, not misleading. No event or circumstance has occurred or information exists with respect to Parent or its business, properties, operations or financial conditions, which, under applicable law, rule or regulation, requires public disclosure or announcement by Parent but which has not been so publicly announced or disclosed (assuming for this purpose the preparation of an effective Company’s registration statement on Form S-1 and any amendment thereto filed by Parent with the SEC under the Securities Act into which Parent’s reports filed under (the Exchange Act are incorporated by reference). (b) The audited financial statements and unaudited interim financial statements included or incorporated by reference in the Parent SEC Filings (i) were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto), (ii“Form S-1”) complied as of their respective dates to form in all material respects with applicable accounting requirements and the published securities laws, rules and regulations of applicable thereto. Such consolidated financial statements have been prepared in accordance with U.S. or Canadian generally accepted accounting principles (as applicable), consistently applied, during the SEC with respect periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and (iii) fairly present in all material respects the consolidated financial position of Parent the Company and its Subsidiaries subsidiaries as of the dates thereof and the income, results of their operations and cash flows, and changes in stockholder’s equity flows for the periods involvedthen ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except as set forth on Schedule 3.10, all of the financial statements present fairly in all material respects the financial position and the results of operations of the Company and its subsidiaries as of the dates and for the periods shown therein, and to the knowledge of the Company, there has been no Material Adverse Effect on the financial condition of the Company since June 30, 2005. Except as set forth on Schedule 3.10, neither the Company nor any of its subsidiaries has any debt, liability or obligation, contingent or otherwise, that would have a Material Adverse Effect. The accounting firm that has expressed its opinion with respect to the consolidated financial statements included in the Company’s most recently filed annual Report and the Form S-1 is independent of the Company as required under the Canadian Securities Laws or pursuant to the standards promulgated by the SEC in Rule 2-01 of Regulation S-X, as applicable, and such firm was otherwise qualified to render the audit opinion under applicable laws. There is no transaction, arrangement or other relationship between the Company and an unconsolidated or other off-balance-sheet entity that is required to be disclosed by the Company in the Reports or the Form S-1 that has not been so disclosed.

Reports; Financial Statements. (a) Parent has timely filed all required forms, reports, registration statements reports and documents required to be filed by it with the SEC since January 1, 1999 (2004, each of which has complied in all material respects with all applicable requirements of the Securities Act and the Exchange Act, and, in each case, the rules and regulations promulgated thereunder applicable to such forms, reports, registration statements reports and documents, together each as in effect on the dates such forms, reports and documents were filed, except to the extent that such forms, reports and documents have been modified, amended or superseded by later forms, reports and documents filed prior to the date of this Agreement. Parent has made available to Company, in the form filed with the SEC (including any amendments thereto), (i) its Annual Reports on Form 10-K for each of the fiscal years ended December 31, 2003, 2004 and 2005, respectively, (ii) all definitive proxy statements relating to the Parent’s meetings of stockholders (whether annual or special) held since January 1, 2004, and (iii) all other reports or registration statements filed by the Parent with the SEC since January 1, 2004 (collectively, the “Parent SEC FilingsReports”). As None of their respective datessuch forms, the Parent SEC Filings (i) comply as to form in all material respects with the requirements of the Securities Act of 1933reports or documents, as amended (the “Securities Act”) and the Securities and Exchange Act of 1934including any financial statements or schedules included or incorporated by reference therein, as amended (the “Exchange Act”)contained, as the case may bewhen filed, and (ii) do not contain any untrue statement of a material fact or omit omitted to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, except to the extent that such statements have been modified, amended or superseded by later Parent SEC Reports filed prior to the date of this Agreement. As The consolidated financial statements of the date hereof and as of the Effective Date, and the representations and warranties of Parent contained in this Agreement or any schedule to this Agreement, taken as a whole, do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements herein, in light of the circumstances in which they are made, not misleading. No event or circumstance has occurred or information exists with respect to Parent or its business, properties, operations or financial conditions, which, under applicable law, rule or regulation, requires public disclosure or announcement by Parent but which has not been so publicly announced or disclosed (assuming for this purpose the preparation of an effective registration statement filed by Parent under the Securities Act into which Parent’s reports filed under the Exchange Act are incorporated by reference). (b) The audited financial statements and unaudited interim financial statements included or incorporated by reference in the Parent SEC Filings Reports (iexcept to the extent such statements have been amended or modified by later Parent SEC Reports filed prior to the date of this Agreement) were prepared filed prior to the date of this Agreement complied as to form in accordance all material respects with applicable accounting standards and the published rules and regulations of the SEC with respect thereto and fairly present in all material respects, in conformity with GAAP (except, in the case of interim financial statements, as permitted by the applicable rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto), (ii) complied as of their respective dates in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and (iii) fairly present the consolidated financial position of the Parent and its Subsidiaries consolidated subsidiaries as of the dates thereof and the income, consolidated results of their operations and cash flows, and changes in stockholder’s equity flows for the periods involvedthen ended (subject, in the case of the unaudited interim financial statements, to normal year-end adjustments). Parent has complied in all material respects with the requirements of the S-Ox Act, including, without limitation, all certifications and internal controls required pursuant to the S-Ox Act. As of the date hereof, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any Parent SEC Reports. Parent maintains a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance (i) that Parent maintains records that in reasonable detail accurately and fairly reflect its transactions and dispositions of assets, (ii) that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, (iii) that receipts and expenditures are executed only in accordance with authorizations of management and the Parent Board and (iv) regarding prevention of timely detection of the unauthorized acquisition, use or disposition of Parent’s assets that could have a material effect on Parent’s consolidated financial statements. Except as disclosed in the Parent SEC Reports, Parent has not identified as of the date hereof any material weaknesses in the design or operation of the Parent’s internal control over financial reporting. There are no SEC inquiries or investigations, other governmental inquiries or investigations or internal investigations pending or, to the Knowledge of the Parent, threatened in each case regarding any accounting practices of the Parent or any malfeasance by any director or executive officer of the Parent.

Reports; Financial Statements. (a) Parent has filed all forms, reports, registration statements and documents required to be filed by it with the SEC since January 1, 1999 (such forms, reports, registration statements and documents, together with any amendments thereto, the “Parent SEC Filings”). As of their respective dates, the Parent SEC Filings (i) comply as to form in all material respects with the requirements of the Securities Act of 1933, as amended (the “Securities Act”) and the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), as the case may be, and (ii) do 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 made therein, in light of the circumstances under which they were made, not misleading. As of the date hereof and as of the Effective Date, and the representations and warranties of Parent contained in this Agreement or any schedule to this Agreement, taken as a whole, do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements herein, in light of the circumstances in which they are made, not misleading. No event or circumstance has occurred or information exists with respect to Parent or its business, properties, operations or financial conditions, which, under applicable law, rule or regulation, requires public disclosure or announcement by Parent but which has not been so publicly announced or disclosed (assuming for this purpose the preparation of an effective registration statement filed by Parent under the Securities Act into which Parent’s reports filed under the Exchange Act are incorporated by reference). (b) The audited financial statements and unaudited interim financial statements included or incorporated by reference in the Parent SEC Filings (i) were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto), (ii) complied as of their respective dates in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and (iii) fairly present the consolidated financial position of Parent and its Subsidiaries as of the dates thereof and the income, cash flows, and changes in stockholder’s equity for the periods involved.

Reports; Financial Statements. (a) Parent Except as disclosed on Schedule 3.1(h), the Company has filed all reports, schedules, forms, reports, registration statements and other documents required to be filed or furnished by it with the SEC since January 1, 1999 (such forms, reports, registration statements and documents, together with any amendments theretoCompany under the Securities Act – Ontario, the Securities Act and the Exchange Act (if applicable) or by the TSX Venture Exchange (collectively, “Parent SEC FilingsPublic Reports”), for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) on a timely basis or has received a valid extension of such time of filing and has filed any such Public Reports prior to the expiration of any such extension. As of their respective dates, the Parent SEC Filings (i) comply as to form Public Reports complied in all material respects with the requirements of the Securities Act, the Securities Act of 1933– Ontario and/or the Exchange Act, as amended (the “Securities Act”) and the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), as the case may beapplicable, and (ii) do not contain none of the Public Reports, when filed, 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. As The financial statements of the date hereof Company included in the Public Reports comply in all material respects with applicable accounting requirements and as the rules and regulations of the Effective DateCommission, and the representations and warranties of Parent contained in this Agreement OSC or any schedule to this Agreement, taken the TSX Venture Exchange (as a whole, do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements herein, in light of the circumstances in which they are made, not misleading. No event or circumstance has occurred or information exists applicable) with respect to Parent or its business, properties, operations or financial conditions, which, under applicable law, rule or regulation, requires public disclosure or announcement by Parent but which has not been so publicly announced or disclosed (assuming for this purpose thereto as in effect at the preparation time of an effective registration statement filed by Parent under the Securities Act into which Parent’s reports filed under the Exchange Act are incorporated by reference). (b) The audited filing. Such financial statements and unaudited interim financial statements included or incorporated by reference in the Parent SEC Filings (i) were have been prepared in accordance with GAAP international financial reporting standards applied on a consistent basis during the periods involved (“IFRS”), except as may be indicated therein otherwise specified in such financial statements or in the notes thereto)thereto and except that unaudited financial statements may not contain all footnotes required by IFRS, (ii) complied as of their respective dates and fairly present in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and (iii) fairly present the consolidated financial position of Parent the Company and its consolidated Subsidiaries as of and for the dates thereof and the income, results of operations and cash flows, and changes in stockholder’s equity flows for the periods involvedpresented, subject, in the case of unaudited statements, to normal, year-end audit adjustments.

Reports; Financial Statements. (a) Parent has filed As of the respective dates of their filing with the Commission, all forms, reports, registration statements and documents required to be filed by it other filings, together with any amendments thereto (the "COMPANY SEC since January 1REPORTS") complied, 1999 (and all such forms, reports, registration statements and documentsother filings to be filed by the Company with the Commission prior to the Closing Date will comply, together with any amendments thereto, the “Parent SEC Filings”). As of their respective dates, the Parent SEC Filings (i) comply as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”) and the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), as the case may be, and (ii) do did not at the time they were filed with the Commission, or will not at the time they are filed with the Commission, 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. As of the date hereof and as of the Effective Date, and the representations and warranties of Parent contained in this Agreement or any schedule to this Agreement, taken as a whole, do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements herein, in light of the circumstances in which they are made, not misleading. No event or circumstance has occurred or information exists with respect to Parent or its business, properties, operations or financial conditions, which, under applicable law, rule or regulation, requires public disclosure or announcement by Parent but which has not been so publicly announced or disclosed (assuming for this purpose the preparation of an effective registration statement filed by Parent under the Securities Act into which Parent’s reports filed under the Exchange Act are incorporated by reference). (b) The audited consolidated financial statements and unaudited interim financial statements included or incorporated by reference (including, in each case, any related notes thereto) contained in the Parent Company SEC Filings Reports and in any such reports, registration statements and other filings to be filed by the Company with the Commission prior to the Closing Date (i) were have been or will be prepared in accordance with GAAP the published rules and regulations of the Commission and generally accepted accounting principles applied on a consistent basis during throughout the periods involved (except as may be indicated therein or in the notes thereto), ) and (ii) complied as of their respective dates in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and (iii) fairly present or will fairly present the consolidated financial position of Parent the Company and its Subsidiaries subsidiaries as of the respective dates thereof and the income, consolidated results of operations and cash flows, and changes in stockholder’s equity flows for the periods involvedindicated, except that any unaudited interim financial statements were or will be subject to normal and recurring year-end adjustments and may omit footnote disclosure as permitted by regulations of the Commission.

Reports; Financial Statements. (a) Parent Each of the US Company and the Canadian Company, as applicable, has timely filed all forms, reports, registration statements and documents schedules required to be filed with the Securities and Exchange Commission (the "SEC") since January 1, 2001. Each of the US Company and the Canadian Company has made available to the Purchasers true and complete copies of all reports, registration statements and other filings, together with any amendments thereto, filed by it either such Company with the SEC since January 1, 1999 2001 (such forms, reports, registration statements and documents, together the "COMPANY SEC REPORTS"). As of the respective dates of their filing with the SEC or as of the respective dates of any amendments thereto, the “Parent Company SEC Filings”). As of their respective dates, the Parent SEC Filings (i) comply as to form Reports complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”) and "SECURITIES ACT"), or the Securities and Exchange Act of 1934, as amended (the “Exchange Act”"EXCHANGE ACT"), as and the case may berules and regulations promulgated thereunder, and (ii) do did not 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. As Each of the date hereof consolidated financial statements (including, without limitation, any related notes and as of the Effective Date, and the representations and warranties of Parent schedules) contained in this Agreement (or any schedule to this Agreement, taken as a whole, do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements herein, in light of the circumstances in which they are made, not misleading. No event or circumstance has occurred or information exists with respect to Parent or its business, properties, operations or financial conditions, which, under applicable law, rule or regulation, requires public disclosure or announcement by Parent but which has not been so publicly announced or disclosed (assuming for this purpose the preparation of an effective registration statement filed by Parent under the Securities Act into which Parent’s reports filed under the Exchange Act are incorporated by reference). (b) The audited financial statements and unaudited interim financial statements included or incorporated by reference in the Parent Company SEC Filings Reports (the "FINANCIAL STATEMENTS") (i) were has been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto), (ii) complied as of their respective dates in all material respects with applicable accounting requirements and the published rules and regulations of the SEC and US generally accepted accounting principles ("GAAP") applied on a consistent basis with respect past practice (except as may be indicated in the notes thereto, ) and (iiiii) fairly present presents in all material respects the consolidated financial position of Parent the applicable Company and its Subsidiaries as of the respective dates thereof and the incometheir consolidated results of operations, stockholder equity and cash flows, and changes in stockholder’s equity flows for the periods involvedindicated, except that any unaudited interim financial statements were subject to normal and recurring year-end adjustments and may omit footnote disclosure as permitted by regulations of the SEC.