Common use of SEC Documents and Other Reports Clause in Contracts

SEC Documents and Other Reports. The Company has timely filed all required documents (including proxy statements) with the SEC since April 4, 2000 (the "Company SEC Documents"). Except as set forth in Section 4.5 of the Company Letter, as of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and, at the respective times they were filed, none of the Company SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements (including, in each case, any notes thereto) of the Company included in the Company SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were prepared in accordance with United States generally accepted accounting principles ("GAAP") (except, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly presented in all material respects the financial position of the Company as at the respective dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein).

SEC Documents and Other Reports. The To the actual knowledge of the Stockholders: (i) the Company has timely filed all required documents (including proxy statements) with of the SEC since April 4, 2000 Documents; (the "Company SEC Documents"). Except as set forth in Section 4.5 of the Company Letter, ii) as of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and, at the respective times they were filed, and none of the Company SEC Documents contained any untrue statement of a material fact or omitted to state a any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The ; provided, however, that this subsection 3.3 (ii) shall not apply to any information relating to Marvel, Marvel Studios or any of Marvel's affiliates (other than the Company); (iii) the consolidated financial statements (including, in each case, any notes thereto) of the Company included in the Company SEC Documents complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with United States generally accepted accounting principles ("GAAP") (except, in GAAP consistently applied throughout the case of the unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods period involved (except as may be indicated therein or in the notes thereto) and fairly presented in all material respects present the consolidated financial position of the Company as at the respective dates thereof and the position, results of its operations and cash flows of the Company and its consolidated subsidiary as of the dates or for the periods then ended (indicated therein, subject, in the case of the unaudited statements, to normal year-end audit adjustments (which are not, individually or in the aggregate, material) and to the absence of footnote disclosure; and (iv) since February 1995, the Company has not made any other adjustments described therein)change in the accounting practices or policies applied in the preparation of its financial statements.

SEC Documents and Other Reports. The Company has timely filed all required None of the documents (including proxy statements) filed by Buyer with the SEC since April 4, 2000 Securities and Exchange Commission (the "Company SEC") since October 3, 2002 (the "Buyer SEC Documents"). Except as set forth in Section 4.5 of the Company Letter, as of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and, at the respective times they were filed, none of the Company SEC Documents ) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements (including, in each case, any notes thereto) of the Company Buyer included in the Company Buyer SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were prepared in accordance with United States generally accepted accounting principles ("GAAP") (except, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly presented in all material respects the financial position of the Company Buyer as at the respective dates thereof and the results of its operations and its cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein). Except as disclosed in the Buyer SEC Documents or as required by GAAP, the Buyer has not, since September 30, 2003, made any change in the accounting practices or policies applied in the preparation of financial statements.

SEC Documents and Other Reports. The To the actual knowledge of the Stockholder: (i) the Company has timely filed all required documents (including proxy statements) with of the SEC since April 4, 2000 Documents; (the "Company SEC Documents"). Except as set forth in Section 4.5 of the Company Letter, ii) as of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and, at the respective times they were filed, and none of the Company SEC Documents contained any untrue statement of a material fact or omitted to state a any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The ; provided, however, that this subsection 3.3 (ii) shall not apply to any information relating to Marvel, Marvel Studios or any of Marvel's affiliates (other than the Company); (iii) the consolidated financial statements (including, in each case, any notes thereto) of the Company included in the Company SEC Documents complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with United States generally accepted accounting principles ("GAAP") (except, in GAAP consistently applied throughout the case of the unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods period involved (except as may be indicated therein or in the notes thereto) and fairly presented in all material respects present the consolidated financial position of the Company as at the respective dates thereof and the position, results of its operations and cash flows of the Company and its consolidated subsidiary as of the dates or for the periods then ended (indicated therein, subject, in the case of the unaudited statements, to normal year-end audit adjustments (which are not, individually or in the aggregate, material) and to the absence of footnote disclosure; and (iv) since February 1995, the Company has not made any other adjustments described therein)change in the accounting practices or policies applied in the preparation of its financial statements.