Common use of SEC Matters Clause in Contracts

SEC Matters. Since August 31, 2006, except as set forth on Exhibit C, AMI has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the Exchange Act (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents (other than exhibits) incorporated by reference therein, being hereinafter referred to herein as the “SEC Documents”). As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements of AMI included in the 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. Such financial statements have been prepared in accordance with U.S. generally accepted accounting principles, consistently applied, during the 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 not include footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of AMI as of the 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). Except as set forth in the financial statements included in the SEC Documents, AMI has no liabilities, contingent or otherwise, other than liabilities incurred in the ordinary course of business subsequent to December 31, 2006, and liabilities of the type not required under generally accepted accounting principles to be reflected in such financial statements. Such liabilities incurred subsequent to December 31, 2006 are not, in the aggregate, material to the financial condition or operating results of AMI. AMI is in substantial compliance with the currently applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), and the rules and regulations promulgated thereunder, that are effective, and intends to comply and, to the extent, possible, have any prospective acquisitions comply when required substantially with other applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, and the rules and regulations promulgated thereunder, upon the effectiveness of such provisions and has no reason to believe that it will not be so compliant upon such effectiveness. Without limiting the generality of the foregoing, the Chief Executive Officer and the Chief Financial Officer of AMI have signed, and AMI has furnished to the SEC, all certifications required by Section 302 and Section 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act; such certifications contain no qualifications or exceptions to the matters certified therein and have not been modified or withdrawn; and neither AMI nor any of its officers has received notice from any governmental entity questioning or challenging the accuracy, completeness, form or manner of filing or submission of such certifications.

SEC Matters. Since August 31, 2006, except as set forth on Exhibit C, AMI (a) ADG has timely filed all reports, schedules, forms, statements reports and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the Securities and Exchange Act Commission (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents “SEC”) since January 1, 2007 (other than exhibits) incorporated by reference thereincollectively, being hereinafter referred to herein as the “SEC DocumentsADG Reports”). As of their respective datesdates (or, if amended, supplemented or superseded by a filing prior to the date of this Agreement, as of the date so amended, supplemented or superseded), the SEC Documents ADG Reports (i) complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Securities Exchange Act or the Securities Actof 1934, as amended (the case may be, “Exchange Act”) and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained (ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. As . (b) Each of their respective dates, the financial statements of AMI consolidated balance sheets included in the SEC Documents complied as to form in all material respects with applicable accounting requirements ADG Reports (including the related notes and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with U.S. generally accepted accounting principles, consistently applied, during the periods involved (except (ischedules) 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 not include footnotes or may be condensed or summary statements) and fairly present presented in all material respects the consolidated financial position of AMI ADG and its Subsidiaries as of the respective dates thereof thereof, and each of the consolidated statements of operations, cash flows and stockholders’ equity included in the ADG Reports (including any related notes and schedules) fairly presented in all material respects the results of its operations and operations, cash flows or changes in stockholders’ equity, as the case may be, of ADG and its Subsidiaries for the periods then ended (subjectset forth therein, in each case in accordance with GAAP consistently applied during the periods involved, except as may be indicated in the notes thereto and, in the case of unaudited statements, to for normal year-end audit adjustments). Except as set forth in . (c) The principal executive officer of ADG and the principal financial statements included in officer of ADG (and each former principal executive officer or principal financial officer of ADG) have made the SEC Documents, AMI has no liabilities, contingent or otherwise, other than liabilities incurred in the ordinary course of business subsequent to December 31, 2006, certifications required by Sections 302 and liabilities of the type not required under generally accepted accounting principles to be reflected in such financial statements. Such liabilities incurred subsequent to December 31, 2006 are not, in the aggregate, material to the financial condition or operating results of AMI. AMI is in substantial compliance with the currently applicable provisions 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), ) and the rules and regulations of the SEC promulgated thereunder, that are effective, and intends to comply and, thereunder with respect to the extentADG Reports that that were required to be accompanied by such certifications. For purposes of the preceding sentence, possible, “principal executive officer” and “principal financial officer” shall have any prospective acquisitions comply when required substantially with other applicable provisions of the meanings given to such terms in the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, . (d) ADG maintains disclosure controls and procedures and internal controls over financial reporting required by Rule 13a-15 or 15d-15 under the Exchange Act. Such controls and procedures are designed to provide reasonable assurance that all material information concerning ADG and its Subsidiaries required to be disclosed by ADG in the ADG Reports is made known on a timely basis to the individuals responsible for the preparation of ADG’s filings with the SEC and other public disclosure documents and such internal controls over financial reporting are effective to provide reasonable assurance to ADG’s management and the rules ADG Board regarding the reliability of financial reporting and regulations promulgated thereunder, upon the effectiveness preparation of such provisions and has no reason to believe that it will not be so compliant upon such effectiveness. Without limiting the generality financial statements for external purposes in accordance with GAAP. (e) None of the foregoing, information to be included by ADG in the Chief Executive Officer Proxy Statement or the other documents required to be filed by ADG in connection with the Purchase and the Chief Financial Officer other transactions contemplated by this Agreement will at the time of AMI have signedits filing, and AMI has furnished dissemination to the SEC, all certifications required by Section 302 and Section 906 ADG Stockholders or at the time of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Proxy Statement will comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act; such certifications contain no qualifications or exceptions to the matters certified therein and have not been modified or withdrawn; and neither AMI nor any of its officers has received notice from any governmental entity questioning or challenging the accuracy, completeness, form or manner of filing or submission of such certifications.

SEC Matters. Since August 31, 2006, except as set forth on Exhibit C, AMI (a) The Company has timely filed all reports, schedules, forms, statements reports and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the Exchange Act since January 1, 2004 (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents (other than exhibits) incorporated by reference thereincollectively, being hereinafter referred to herein as the “SEC DocumentsCompany Reports”). As of their respective datesdates (or, if amended, supplemented or superseded by a filing prior to the date of this Agreement, as of the date so amended, supplemented or superseded), the SEC Documents Company Reports (i) complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may beExchange Act, and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documentsthereunder, and none of the SEC Documents, at the time they were filed with the SEC, contained (ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. As Each of their respective dates, the financial statements of AMI consolidated balance sheets included in the SEC Documents complied as to form in all material respects with applicable accounting requirements Company Reports (including the related notes and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with U.S. generally accepted accounting principles, consistently applied, during the periods involved (except (ischedules) 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 not include footnotes or may be condensed or summary statements) and fairly present presented in all material respects the consolidated financial position of AMI the Company and its Subsidiaries as of the respective dates thereof and each of the consolidated statements of operations, cash flows and stockholders’ equity included in the Company Reports (including any related notes and schedules) fairly presents in all material respects the results of its operations and operations, cash flows or changes in stockholders’ equity, as the case may be, of the Company and its Subsidiaries for the periods then ended (subjectset forth therein, in each case in accordance with GAAP consistently applied during the periods involved, except, as may be indicated in the notes thereto and, in the case of unaudited statements, to for normal year-end audit adjustments). Except as set forth in the financial statements included in the SEC Documents, AMI has no liabilities, contingent or otherwise, other than liabilities incurred in the ordinary course of business subsequent to December 31, 2006, and liabilities The principal executive officer of the type not Company and the principal financial officer of the Company (and each former principal executive officer or principal financial officer of the Company) have made the certifications required under generally accepted accounting principles to be reflected in such financial statements. Such liabilities incurred subsequent to December 31, 2006 are not, in the aggregate, material to the financial condition or operating results of AMI. AMI is in substantial compliance with the currently applicable provisions by Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), and the rules and regulations of the SEC promulgated thereunder, that are effective, and intends to comply and, thereunder with respect to the extentCompany Reports that were required to be accompanied by such certifications. For purposes of the preceding sentence, possible“principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (b) The Company maintains disclosure controls and procedures and internal controls over financial reporting required by Rule 13a-15 or 15d-15 under the Exchange Act. Such controls and procedures are designed to provide reasonable assurance that all material information concerning the Company and its Subsidiaries required to be disclosed by the Company in the Company Reports is made known on a timely basis to the individuals responsible for the preparation of the Company’s filings with the SEC and other public disclosure documents and such internal controls over financial reporting are effective to provide reasonable assurance to the Company’s management and the Company Board regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. (c) Since the enactment of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, have any prospective acquisitions comply when required substantially the Company has been and is in compliance in all material respects with other (i) the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, Act and the rules and regulations promulgated thereunder, upon and (ii) the effectiveness of such provisions applicable listing and has no reason to believe that it will not be so compliant upon such effectiveness. Without limiting the generality corporate governance rules and regulations of the foregoing, AMEX. (d) The Company has received no written notice of any investigation by the Chief Executive Officer and the Chief Financial Officer of AMI have signed, and AMI has furnished SEC with respect to the SEC, all certifications required by Section 302 and Section 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act; such certifications contain no qualifications Company or exceptions to the matters certified therein and have not been modified or withdrawn; and neither AMI nor any of its officers has received notice from Subsidiaries, and, to the knowledge of the Company, no investigation by the SEC with respect to the Company or any governmental entity questioning of its Subsidiaries is pending or challenging the accuracy, completeness, form or manner of filing or submission of such certificationsthreatened.

SEC Matters. Since August 31, 2006, except as set forth on Exhibit C, AMI (a) The Company has timely filed all reports, schedules, forms, statements reports and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the Securities and Exchange Act Commission (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents “SEC”) since January 1, 2007 (other than exhibits) incorporated by reference thereincollectively, being hereinafter referred to herein as the “SEC DocumentsCompany Reports”). As of their respective datesdates (or, if amended, supplemented or superseded by a filing prior to the date of this Agreement, as of the date so amended, supplemented or superseded), the SEC Documents Company Reports (i) complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Securities Exchange Act or the Securities Actof 1934, as amended (the case may be, “Exchange Act”) and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained (ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. As . (b) Each of their respective dates, the financial statements of AMI consolidated balance sheets included in the SEC Documents complied as to form in all material respects with applicable accounting requirements Company Reports (including the related notes and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with U.S. generally accepted accounting principles, consistently applied, during the periods involved (except (ischedules) 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 not include footnotes or may be condensed or summary statements) and fairly present presented in all material respects the consolidated financial position of AMI the Company and its Subsidiaries as of the respective dates thereof thereof, and each of the consolidated statements of operations, cash flows and stockholders’ equity included in the Company Reports (including any related notes and schedules) fairly presented in all material respects the results of its operations and operations, cash flows or changes in stockholders’ equity, as the case may be, of the Company and its Subsidiaries for the periods then ended (subjectset forth therein, in each case in accordance with GAAP consistently applied during the periods involved, except as may be indicated in the notes thereto and, in the case of unaudited statements, to for normal year-end audit adjustments). Except as set forth in the financial statements included in the SEC Documents, AMI has no liabilities, contingent or otherwise, other than liabilities incurred in the ordinary course of business subsequent to December 31, 2006, and liabilities . (c) The principal executive officer of the type not Company and the principal financial officer of the Company (and each former principal executive officer or principal financial officer of the Company) have made the certifications required under generally accepted accounting principles to be reflected in such financial statements. Such liabilities incurred subsequent to December 31, 2006 are not, in the aggregate, material to the financial condition or operating results of AMI. AMI is in substantial compliance with the currently applicable provisions by Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), ) and the rules and regulations of the SEC promulgated thereunder, that are effective, and intends to comply and, thereunder with respect to the extentCompany Reports that that were required to be accompanied by such certifications. For purposes of the preceding sentence, possible, “principal executive officer” and “principal financial officer” shall have any prospective acquisitions comply when required substantially with other applicable provisions of the meanings given to such terms in the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, . (d) The Company maintains disclosure controls and procedures and internal controls over financial reporting required by Rule 13a-15 or 15d-15 under the Exchange Act. Such controls and procedures are designed to provide reasonable assurance that all material information concerning the Company and its Subsidiaries required to be disclosed by the Company in the Company Reports is made known on a timely basis to the individuals responsible for the preparation of the Company’s filings with the SEC and other public disclosure documents and such internal controls over financial reporting are effective to provide reasonable assurance to the Company’s management and the rules Company Board regarding the reliability of financial reporting and regulations promulgated thereunder, upon the effectiveness preparation of such provisions and has no reason to believe that it will not be so compliant upon such effectiveness. Without limiting the generality financial statements for external purposes in accordance with GAAP. (e) None of the foregoing, information to be included by the Chief Executive Officer Company in the Proxy Statement or the other documents required to be filed by the Company in connection with the Merger and the Chief Financial Officer other transactions contemplated by this Agreement will at the time of AMI have signedits filing, and AMI has furnished dissemination to the SEC, all certifications required by Section 302 and Section 906 Company Stockholders or at the time of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Proxy Statement will comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act; such certifications contain no qualifications or exceptions to the matters certified therein and have not been modified or withdrawn; and neither AMI nor any of its officers has received notice from any governmental entity questioning or challenging the accuracy, completeness, form or manner of filing or submission of such certifications.

SEC Matters. Since August 31, 2006, except as set forth on Exhibit C, AMI (a) The Company has timely filed filed, within the time periods or extensions thereof prescribed under the Securities Act or the Exchange Act, as applicable, and the rules and regulations thereunder, all reports, schedules, forms, statements reports and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the Exchange Act since June 1, 2010 (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents (other than exhibits) incorporated by reference thereincollectively, being hereinafter referred to herein as the “SEC DocumentsCompany Reports”). As of their respective datesdates (or, if amended, supplemented or superseded by a filing prior to the date of this Agreement, as of the date so amended, supplemented or superseded), the SEC Documents Company Reports (i) complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may beExchange Act, and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documentsthereunder, and none of the SEC Documents, at the time they were filed with the SEC, contained (ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. As Each of their respective dates, the financial statements of AMI consolidated balance sheets included in the SEC Documents complied as to form in all material respects with applicable accounting requirements Company Reports (including the related notes and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with U.S. generally accepted accounting principles, consistently applied, during the periods involved (except (ischedules) 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 not include footnotes or may be condensed or summary statements) and fairly present presented in all material respects the consolidated financial position of AMI the Company and its Subsidiaries as of the respective dates thereof and each of the consolidated statements of operations, cash flows and stockholders’ equity included in the Company Reports (including any related notes and schedules) fairly presents in all material respects the results of its operations and operations, cash flows or changes in stockholders’ equity, as the case may be, of the Company and its Subsidiaries for the periods then ended (subjectset forth therein, in each case in accordance with GAAP consistently applied during the periods involved, except, as may be indicated in the notes thereto and, in the case of unaudited statements, to for normal year-end audit adjustments). Except as set forth in the financial statements included in the SEC Documents, AMI has no liabilities, contingent or otherwise, other than liabilities incurred in the ordinary course of business subsequent to December 31, 2006, and liabilities The principal executive officer of the type not Company and the principal financial officer of the Company (and each former principal executive officer or principal financial officer of the Company) have made the certifications required under generally accepted accounting principles to be reflected in such financial statements. Such liabilities incurred subsequent to December 31, 2006 are not, in the aggregate, material to the financial condition or operating results of AMI. AMI is in substantial compliance with the currently applicable provisions by Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), and the rules and regulations of the SEC promulgated thereunder, that are effective, and intends to comply and, thereunder with respect to the extentCompany Reports that were required to be accompanied by such certifications. For purposes of the preceding sentence, possible, “principal executive officer” and “principal financial officer” shall have any prospective acquisitions comply when required substantially with other applicable provisions of the meanings given to such terms in the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, and the rules and regulations promulgated thereunder, upon the effectiveness of such provisions and has no reason to believe that it will not be so compliant upon such effectiveness. Without limiting the generality of the foregoing, the Chief Executive Officer and the Chief Financial Officer of AMI have signed, and AMI has furnished to the SEC, all certifications required by Section 302 and Section 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act; such certifications contain no qualifications or exceptions to the matters certified therein and have not been modified or withdrawn; and neither AMI nor any of its officers has received notice from any governmental entity questioning or challenging the accuracy, completeness, form or manner of filing or submission of such certifications.

SEC Matters. Since August 31, 2006, except as set forth on Exhibit C, AMI (a) The Company has timely filed filed, within the time periods or extensions thereof prescribed under the Securities Act or the Exchange Act, as applicable, and the rules and regulations thereunder, all reports, schedules, forms, statements registration statements, proxy statements, information statements, reports and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the Exchange Act since January 1, 2010 (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents (other than exhibits) incorporated by reference thereincollectively, being hereinafter referred to herein as the “SEC DocumentsCompany Reports”). As of their respective datesdates (and, if amended, supplemented or superseded by a filing prior to the date of this Agreement, as of the date so amended, supplemented or superseded), the SEC Documents Company Reports (i) complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may beExchange Act, and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documentsthereunder, and none of the SEC Documents, at the time they were filed with the SEC, contained (ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. None of the Company’s Subsidiaries is required to file or furnish any forms, reports, registrations, schedules, statements or other documents with the SEC. As of their respective datesthe date of this Agreement, the Company has made available to Parent true, correct, and complete copies of all agreements and all amendments and modifications that have not been filed by the Company with the SEC to all agreements, documents and other instruments that previously had been filed by the Company with the SEC and are currently in effect. Each of the consolidated financial statements in the Company Reports (including the related notes and schedules) (the “Company Financials”) was prepared in accordance with GAAP, applied on a consistent basis throughout the periods involved, fairly presented in all material respects the consolidated financial position of AMI the Company and its Subsidiaries as of the respective dates thereof and each of the consolidated statements of operations, cash flows and stockholders’ equity included in the SEC Documents Company Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, cash flows or changes in stockholders’ equity, as the case may be, of the Company and its Subsidiaries for the periods set forth therein and in each case was prepared in accordance with GAAP consistently applied during the periods involved, except, in the case of unaudited statements, for normal and recurring year-end audit adjustments which are not expected to be material in amount, and complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with U.S. generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements The Company has no existing plan to correct or the notes thereto, or (ii) in the case of unaudited interim statementsrestate nor, to the extent they may not include footnotes Company’s Knowledge, is there any basis, facts or may circumstances that would reasonably be condensed expected to result in any correction or summary statements) and fairly present in all restatement of, any material respects the financial position of AMI as aspect of the dates thereof Company Financials. The principal executive officer of the Company 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). Except as set forth in the principal financial statements included in the SEC Documents, AMI has no liabilities, contingent or otherwise, other than liabilities incurred in the ordinary course of business subsequent to December 31, 2006, and liabilities officer of the type not Company (and each former principal executive officer or principal financial officer of the Company) have made the certifications required under generally accepted accounting principles to be reflected in such financial statements. Such liabilities incurred subsequent to December 31, 2006 are not, in the aggregate, material to the financial condition or operating results of AMI. AMI is in substantial compliance with the currently applicable provisions by Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), and the rules and regulations of the SEC promulgated thereunderthereunder with respect to the Company Reports that were required to be accompanied by such certifications, and the statements contained in any such certifications are complete and correct. For purposes of the preceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Since January 1, 2010, neither the Company nor any of its executive officers has received any written notice from any Governmental Entity challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. (b) The Company and its Subsidiaries maintain disclosure controls and procedures and internal controls over financial reporting required by Rule 13a-15 or 15d-15 under the Exchange Act. Such controls and procedures are designed to provide reasonable assurance regarding the reliability of financial reporting. The Company and its Subsidiaries (i) maintain a system of internal accounting controls sufficient to provide reasonable assurance that: (A) transactions, receipts and expenditures are executed and made only in accordance with management’s general or specific authorizations; (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; and (C) any unauthorized use, acquisition or disposition of the assets of the Company or any of its Subsidiaries that would materially affect the Company’s financial statements would be detected or prevented in a reasonably timely manner; (D) that the amount recorded for assets on the books and records of the Company and its Subsidiaries are compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences; and (E) accounts, notes and other receivables and inventory are recorded accurately, and proper and adequate procedures are implemented to effect the collection thereof on a current and timely basis; and (ii) have implemented and maintain disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) of the Exchange Act) that are effectivereasonably designed to ensure that all material information related to the Company, including its Subsidiaries, required to be disclosed by the Company in the reports that it files or furnishes to the SEC is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and intends to comply and, that all such material information is made known to the extent, possible, have any prospective acquisitions comply when chief executive officer and chief financial officer to allow timely decisions regarding disclosures and to make the certifications required substantially with other applicable provisions of pursuant to the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, and (iii) has disclosed, based on its most recent evaluation prior to the rules date hereof, to the Company’s outside auditors and regulations promulgated thereunderthe audit committee of the Company Board, upon (A) any significant deficiencies and material weaknesses of which the effectiveness Company has Knowledge in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respect the Company’s ability to record, process, summarize and report financial information, and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in Company’s internal control over financial reporting. (c) Since January 1, 2010, to the Knowledge of the Company, no employee of the Company or any of its Subsidiaries has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable law of the type described in Section 806 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act by the Company or any of its Subsidiaries. Since January 1, 2010, no Company officer or member of the Company Board has received or otherwise had or obtained Knowledge of any written complaint, of the violation or possible violation of any laws of the type described in Section 806 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act by Company or any of its Subsidiaries. Since January 1, 2010, to the Knowledge of the Company, neither the Company nor any of its Subsidiaries nor any director, officer, employee, contractor, or subcontractor of the Company or any such Subsidiary has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against an employee of the Company or any of its Subsidiaries in the terms and conditions of employment because of any lawful act of such provisions and has no reason to believe that it will not be so compliant upon such effectiveness. Without limiting the generality of the foregoing, the Chief Executive Officer and the Chief Financial Officer of AMI have signed, and AMI has furnished to the SEC, all certifications required by employee described in Section 302 and Section 906 806 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act; such certifications contain no qualifications or exceptions . (d) The Company has furnished Parent with copies of all comment letters received by the Company from the SEC, relating to the matters certified therein Company Reports and have not been modified all responses of the Company thereto since September 30, 2010. There are no outstanding unresolved issues with respect to the Company or withdrawn; the Company Reports noted in comment letters or other correspondence received by the Company from the SEC, and there are no pending (i) formal or, to the Knowledge of the Company, informal investigations of the Company by the SEC or (ii) to the Knowledge of the Company, inspection of an audit of the Company’s financial statements by the Public Company Accounting Oversight Board. To the Knowledge of the Company, since January 1, 2010, neither AMI the Company nor any of its officers Subsidiaries (including any employee thereof) nor the Company’s independent auditors has identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by the Company and its Subsidiaries, (ii) any fraud, whether or not material, that involves the Company’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by the Company and its Subsidiaries or (iii) any claim or allegation regarding any of the foregoing. Since January 1, 2010, to the Knowledge of the Company, neither the Company nor any of its Subsidiaries nor any director, officer or auditor of the Company or any of its Subsidiaries has received or otherwise had or obtained Knowledge of any substantive complaint, allegation, assertion or claim, whether written or oral, that the Company or any of its Subsidiaries has engaged in questionable accounting or auditing practices. Since January 1, 2010, no current or former attorney representing the Company or any of its Subsidiaries has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Company Board or any committee thereof or to any current director or executive officer of the Company. The Company is in compliance, in all material respects, with the applicable listing and other rules and regulations of the over-the-counter market upon which the Company’s securities are listed and has not, since January 1, 2010, received any notice from such market asserting any governmental entity questioning or challenging the accuracy, completeness, form or manner of filing or submission of non-compliance with any such certificationsrules and regulations.

SEC Matters. Since August 31, 2006, except as set forth on Exhibit C, AMI (a) The Company has timely filed with or otherwise furnished to the SEC, within the time periods or extensions thereof prescribed under the Securities Act or the Exchange Act, as applicable, all forms, reports, proxy statements, schedules, formsstatements, prospectuses, registration statements and other documents required to be filed or furnished by it with the SEC pursuant to the reporting requirements of the Exchange Act since January 1, 2010 (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents (other than exhibits) incorporated by reference thereincollectively, being hereinafter referred to herein as the “Company SEC Documents”). None of the Company SEC Documents is the subject of an outstanding SEC comment letter or outstanding SEC investigation as of the date hereof. As of their respective datesdates (or, if amended, supplemented or superseded by a filing prior to the date of this Agreement, as of the date so amended, supplemented or superseded), the Company SEC Documents (i) complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained (ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. As Each of their respective dates, the financial statements of AMI consolidated balance sheets included in the Company SEC Documents complied as to form in all material respects with applicable accounting requirements (including the related notes and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with U.S. generally accepted accounting principles, consistently applied, during the periods involved (except (ischedules) 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 not include footnotes or may be condensed or summary statements) and fairly present presented in all material respects the consolidated financial position of AMI the Company and its Subsidiaries as of the respective dates thereof and each of the consolidated statements of operations, cash flows, comprehensive income and shareholders’ equity included in the Company SEC Documents (including any related notes and schedules) fairly presented in all material respects the results of its operations and operations, cash flows or changes in shareholders’ equity or comprehensive income, as the case may be, of the Company and its Subsidiaries for the periods then ended (subjectset forth therein, and were prepared in each case in accordance with GAAP consistently applied during the periods involved, except, as may be indicated in the notes thereto and, in the case of unaudited statements, to for normal year-end audit adjustments). Except as set forth in the financial statements included in the SEC Documents, AMI has no liabilities, contingent or otherwise, other than liabilities incurred in the ordinary course of business subsequent to December 31, 2006, and liabilities The principal executive officer of the type not Company and the principal financial officer of the Company have made the certifications required under generally accepted accounting principles to be reflected in such financial statements. Such liabilities incurred subsequent to December 31, 2006 are not, in the aggregate, material to the financial condition or operating results of AMI. AMI is in substantial compliance with the currently applicable provisions by Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), and the rules and regulations of the SEC promulgated thereunder, that are effective, and intends to comply and, thereunder with respect to the extentCompany SEC Documents that were required to be accompanied by such certifications. For purposes of the preceding sentence, possible, “principal executive officer” and “principal financial officer” shall have any prospective acquisitions comply when required substantially with other applicable provisions of the meanings given to such terms in the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (b) The Company maintains disclosure controls and procedures and internal controls over financial reporting required by Rule 13a-15 or 15d-15 under the Exchange Act. Such disclosure controls and procedures are designed to ensure that (i) all information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the rules and regulations promulgated thereunder, upon the effectiveness forms of such provisions and has no reason to believe that it will not be so compliant upon such effectiveness. Without limiting the generality of the foregoing, the Chief Executive Officer and the Chief Financial Officer of AMI have signed, and AMI has furnished to the SEC, all certifications required by Section 302 and Section 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act; (ii) such certifications contain no qualifications or exceptions information is accumulated and communicated to the matters certified therein Company’s management, including the Company’s principal executive officer and have principal financial officer, or individuals performing similar functions, as appropriate to allow timely decisions regarding required disclosure. The Company’s internal controls over financial reporting are designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. No significant deficiency, material weakness or fraud (with respect to fraud, whether or not material), that involves management or other employees was identified in management’s assessment of internal controls as of December 31, 2012 or has otherwise been modified disclosed to the Company’s management or withdrawn; Board of Directors (or committee thereof) between such date and the date of this Agreement. (c) Since January 1, 2011, (i) neither AMI the Company nor any of its officers Subsidiaries nor, to the knowledge of the Company, any auditor, accountant or Representative of the Company or any of its Subsidiaries has received notice from any governmental entity questioning material complaint, allegation, assertion or challenging claim, whether written or oral, regarding the accuracyaccounting or auditing practices, completenessprocedures, form methodologies or manner methods of filing the Company or submission any of such certificationsits Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that the Company or any of its Subsidiaries has engaged in questionable accounting or auditing practices and (ii) no Person, whether or not employed by the Company or any of its Subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Company Board or any committee thereof or to any director or officer of the Company. (d) The Company is in compliance in all material respects with all current listing and corporate governance requirements of Nasdaq.

SEC Matters. Since August 31, 2006, except as set forth on Exhibit C, AMI (a) The Company has timely filed filed, within the time periods or extensions thereof prescribed under the Securities Act or the Exchange Act, as applicable, and the rules and regulations thereunder, all reports, schedules, forms, statements registration statements, proxy statements, information statements, reports and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the Exchange Act since January 1, 2010 (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents (other than exhibits) incorporated by reference thereincollectively, being hereinafter referred to herein as the “SEC DocumentsCompany Reports”). As of their respective datesdates (and, if amended, supplemented or superseded by a filing prior to the date of this Agreement, as of the date so amended, supplemented or superseded), the SEC Documents Company Reports (i) complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may beExchange Act, and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documentsthereunder, and none of the SEC Documents, at the time they were filed with the SEC, contained (ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. As of their respective datesthe date of this Agreement, the Company has made available to Parent true, correct, and complete copies of all agreements and all amendments and modifications that have not been filed by the Company with the SEC to all agreements, documents and other instruments that previously had been filed by the Company with the SEC and are currently in effect. Each of the consolidated financial statements in the Company Reports (including the related notes and schedules) (the “Company Financials”) was prepared in accordance with GAAP, applied on a consistent basis throughout the periods involved, fairly presented in all material respects the consolidated financial position of AMI the Company as of the respective dates thereof and each of the consolidated statements of operations, cash flows and stockholders’ equity included in the SEC Documents Company Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, cash flows or changes in stockholders’ equity, as the case may be, of the Company for the periods set forth therein and in each case was prepared in accordance with GAAP consistently applied during the periods involved, except, in the case of unaudited statements, for normal and recurring year-end audit adjustments which are not expected to be material in amount, and complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with U.S. generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements The Company has no existing plan to correct or the notes thereto, or (ii) in the case of unaudited interim statementsrestate nor, to the extent they may not include footnotes Company’s Knowledge, is there any basis, facts or may circumstances that would reasonably be condensed expected to result in any correction or summary statements) and fairly present in all restatement of, any material respects the financial position of AMI as aspect of the dates thereof Company Financials. The principal executive officer of the Company 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). Except as set forth in the principal financial statements included in the SEC Documents, AMI has no liabilities, contingent or otherwise, other than liabilities incurred in the ordinary course of business subsequent to December 31, 2006, and liabilities officer of the type not Company (and each former principal executive officer or principal financial officer of the Company) have made the certifications required under generally accepted accounting principles to be reflected in such financial statements. Such liabilities incurred subsequent to December 31, 2006 are not, in the aggregate, material to the financial condition or operating results of AMI. AMI is in substantial compliance with the currently applicable provisions by Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), and the rules and regulations of the SEC promulgated thereunderthereunder with respect to the Company Reports that were required to be accompanied by such certifications, and the statements contained in any such certifications are complete and correct. For purposes of the preceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Since January 1, 2010, neither the Company nor any of its executive officers has received any written notice from any Governmental Entity challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. (b) The Company maintains disclosure controls and procedures and internal controls over financial reporting required by Rule 13a-15 or 15d-15 under the Exchange Act. Such controls and procedures are designed to provide reasonable assurance regarding the reliability of financial reporting. The Company (i) maintains a system of internal accounting controls sufficient to provide reasonable assurance that: (A) transactions, receipts and expenditures are executed and made only in accordance with management’s general or specific authorizations; (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; and (C) any unauthorized use, acquisition or disposition of the assets of the Company that would materially affect the Company’s financial statements would be detected or prevented in a reasonably timely manner; (D) that the amount recorded for assets on the books and records of the Company are compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences; and (E) accounts, notes and other receivables and inventory are recorded accurately, and proper and adequate procedures are implemented to effect the collection thereof on a current and timely basis; and (ii) have implemented and maintain disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) of the Exchange Act) that are effectivereasonably designed to ensure that all material information related to the Company required to be disclosed by the Company in the reports that it files or furnishes to the SEC is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and intends to comply and, that all such material information is made known to the extent, possible, have any prospective acquisitions comply when chief executive officer and chief financial officer to allow timely decisions regarding disclosures and to make the certifications required substantially with other applicable provisions of pursuant to the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, and (iii) has disclosed, based on its most recent evaluation prior to the rules date hereof, to the Company’s outside auditors and regulations promulgated thereunderthe audit committee of the Company Board, upon (A) any significant deficiencies and material weaknesses of which the effectiveness Company has Knowledge in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respect the Company’s ability to record, process, summarize and report financial information, and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in Company’s internal control over financial reporting. (c) Since January 1, 2010, to the Knowledge of the Company, no employee of the Company has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable law of the type described in Section 806 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act by the Company. Since January 1, 2010, no Company officer or member of the Company Board has received or otherwise had or obtained Knowledge of any written complaint, of the violation or possible violation of any laws of the type described in Section 806 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act by Company. Since January 1, 2010, to the Knowledge of the Company, neither the Company nor any director, officer, employee, contractor, or subcontractor of the Company has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against an employee of the Company in the terms and conditions of employment because of any lawful act of such provisions and has no reason to believe that it will not be so compliant upon such effectiveness. Without limiting the generality of the foregoing, the Chief Executive Officer and the Chief Financial Officer of AMI have signed, and AMI has furnished to the SEC, all certifications required by employee described in Section 302 and Section 906 806 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act; such certifications contain no qualifications or exceptions . (d) The Company has furnished Parent with copies of all comment letters received by the Company from the SEC, relating to the matters certified therein Company Reports and all responses of the Company thereto since October 1, 2010. There are no outstanding unresolved issues with respect to the Company or the Company Reports noted in comment letters or other correspondence received by the Company from the SEC, and there are no pending (i) formal or, to the Knowledge of the Company, informal investigations of the Company by the SEC or (ii) to the Knowledge of the Company, inspection of an audit of the Company’s financial statements by the Public Company Accounting Oversight Board. To the Knowledge of the Company, since January 1, 2010, neither the Company (including any employee thereof) nor the Company’s independent auditors has identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by the Company, (ii) any fraud, whether or not material, that involves the Company’s management or other employees who have not been modified a role in the preparation of financial statements or withdrawn; and the internal accounting controls utilized by the Company or (iii) any claim or allegation regarding any of the foregoing. Since January 1, 2010, to the Knowledge of the Company, neither AMI the Company nor any director, officer or auditor of the Company has received or otherwise had or obtained Knowledge of any substantive complaint, allegation, assertion or claim, whether written or oral, that the Company has engaged in questionable accounting or auditing practices. Since January 1, 2010, no current or former attorney representing the Company has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by the Company or any of its officers officers, directors, employees or agents to the Company Board or any committee thereof or to any current director or executive officer of the Company. The Company is in compliance, in all material respects, with the applicable listing and other rules and regulations of the NASDAQ Stock Market upon which the Company’s securities are listed and has not, since January 1, 2010, received any notice from such market asserting any governmental entity questioning or challenging the accuracy, completeness, form or manner of filing or submission of non-compliance with any such certificationsrules and regulations.

SEC Matters. Since August 31, 2006, except as set forth on Exhibit C, AMI (a) The Company has timely filed filed, within the time periods or extensions thereof prescribed under the Securities Act or the Exchange Act, as applicable, and the rules and regulations thereunder, all reports, schedules, forms, statements reports and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the Exchange Act since January 1, 2009 (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents (other than exhibits) incorporated by reference thereincollectively, being hereinafter referred to herein as the “SEC DocumentsCompany Reports”). As of their respective datesdates (or, if amended, supplemented or superseded by a filing prior to the date of this Agreement, as of the date so amended, supplemented or superseded), the SEC Documents Company Reports (i) complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may beExchange Act, and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documentsthereunder, and none of the SEC Documents, at the time they were filed with the SEC, contained (ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. As Each of their respective dates, the financial statements of AMI consolidated balance sheets included in the SEC Documents complied as to form in all material respects with applicable accounting requirements Company Reports (including the related notes and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with U.S. generally accepted accounting principles, consistently applied, during the periods involved (except (ischedules) 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 not include footnotes or may be condensed or summary statements) and fairly present presented in all material respects the consolidated financial position of AMI the Company and its Subsidiaries as of the respective dates thereof and each of the consolidated statements of operations, cash flows and stockholders’ equity included in the Company Reports (including any related notes and schedules) fairly presents in all material respects the results of its operations and operations, cash flows or changes in stockholders’ equity, as the case may be, of the Company and its Subsidiaries for the periods then ended (subjectset forth therein, in each case in accordance with GAAP consistently applied during the periods involved, except, as may be indicated in the notes thereto and, in the case of unaudited statements, to for normal year-end audit adjustments). Except as set forth in the financial statements included in the SEC Documents, AMI has no liabilities, contingent or otherwise, other than liabilities incurred in the ordinary course of business subsequent to December 31, 2006, and liabilities The principal executive officer of the type not Company and the principal financial officer of the Company (and each former principal executive officer or principal financial officer of the Company) have made the certifications required under generally accepted accounting principles to be reflected in such financial statements. Such liabilities incurred subsequent to December 31, 2006 are not, in the aggregate, material to the financial condition or operating results of AMI. AMI is in substantial compliance with the currently applicable provisions by Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), and the rules and regulations of the SEC promulgated thereunder, that are effective, and intends to comply and, thereunder with respect to the extentCompany Reports that were required to be accompanied by such certifications. For purposes of the preceding sentence, possible, “principal executive officer” and “principal financial officer” shall have any prospective acquisitions comply when required substantially with other applicable provisions of the meanings given to such terms in the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, . (b) The Company maintains disclosure controls and procedures and internal controls over financial reporting required by Rule 13a-15 or 15d-15 under the Exchange Act. Such controls and procedures are designed to provide reasonable assurance that all material information concerning the Company and its Subsidiaries required to be disclosed by the Company in the Company Reports is made known on a timely basis to the individuals responsible for the preparation of the Company’s filings with the SEC and other public disclosure documents and such internal controls over financial reporting are effective to provide reasonable assurance to the Company’s management and the rules and regulations promulgated thereunder, upon Company Board regarding the effectiveness reliability of such provisions and has no reason to believe that it will not be so compliant upon such effectiveness. Without limiting the generality of the foregoing, the Chief Executive Officer financial reporting and the Chief Financial Officer preparation of AMI have signed, and AMI has furnished to the SEC, all certifications required by Section 302 and Section 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act; such certifications contain no qualifications or exceptions to the matters certified therein and have not been modified or withdrawn; and neither AMI nor any of its officers has received notice from any governmental entity questioning or challenging the accuracy, completeness, form or manner of filing or submission of such certificationsfinancial statements for external purposes in accordance with GAAP.

SEC Matters. Since August 31(a) Sensytech has previously delivered (except to the extent such filings are publicly available on the E▇▇▇▇ system) to Argon each registration statement, 2006report, except as set forth proxy statement or information statement (other than preliminary materials) filed by Sensytech with the SEC since January 1, 1999, each in the form (including exhibits and any amendments thereto) filed with the SEC prior to the date hereof. In addition, Sensytech has previously delivered to Argon all comment letters received by the Company by the SEC staff since January 1, 1999 and all responses to such comment letters by or on Exhibit C, AMI behalf of Sensytech. Sensytech has timely filed all reports, schedules, forms, statements reports and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the Exchange Act relevant securities statutes, regulations, policies and rules since January 1, 1999 (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents (other than exhibits) incorporated by reference thereincollectively, being hereinafter referred to herein as the “SEC DocumentsSensytech Reports”). As of their respective datesdates (or, if amended, supplemented or superseded by a filing prior to the date of this Agreement, as of the date so amended, supplemented or superseded), the SEC Documents complied Sensytech Reports (i) were prepared in all material respects accordance with the applicable requirements of the Exchange Act or the Securities Act, as the case may beExchange Act, and the rules and regulations thereunder and complied with the requirements thereof including all of the SEC promulgated thereunder then applicable to the SEC Documents, accounting requirements and none of the SEC Documents, at the time they were filed with the SEC, contained (ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. As Each of their respective dates, the financial statements of AMI consolidated balance sheets included in the SEC Documents complied as to form in all material respects with applicable accounting requirements Sensytech Reports (including the related notes and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with U.S. generally accepted accounting principles, consistently applied, during the periods involved (except (ischedules) 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 not include footnotes or may be condensed or summary statements) and fairly present presents in all material respects the consolidated financial position of AMI Sensytech and its Subsidiaries as of its date and each of the dates thereof consolidated statements of operations, cash flows and stockholders’ equity included in the Sensytech Reports (including any related notes and schedules) fairly presents in all material respects the results of its operations and operations, cash flows or changes in stockholders’ equity, as the case may be, of Sensytech and its Subsidiaries for the periods then ended (subjectset forth therein, in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except, in the case of unaudited statements, to for normal year-end audit adjustmentsadjustments that were not, or with respect to any such statement contained in any Sensytech Reports to be filed after the date hereof are not reasonably expected to be, material in amount or effect. PriceWaterhouseCoopers LLP (“PWC”). Except as set forth in , which has expressed its opinion with respect to the financial statements of Sensytech and its Subsidiaries included in the SEC DocumentsSensytech Reports (including the related notes) to the extent required by the federal securities laws, AMI is and has no liabilities, contingent or otherwise, other than liabilities incurred been throughout the periods covered by such financial statements “independent” with respect to the Company within the meaning of Regulation S-X and in the ordinary course compliance with subsections (g) through (i) of business subsequent to December 31, 2006, and liabilities Section 10A of the type not required under generally accepted accounting principles to be reflected in such financial statements. Such liabilities incurred subsequent to December 31, 2006 are not, in Exchange Act and the aggregate, material to the financial condition or operating results of AMI. AMI is in substantial compliance with the currently applicable provisions related rules of the ▇SEC and the Public Company Accounting Oversight Board. Section 4.6 of the Sensytech Disclosure Schedule lists all non- audit services performed by PWC for Sensytech and its Subsidiaries since January 1, 1999. The principal executive officer of Sensytech and the principal financial officer of Sensytech (and each former principal officer or principal financial officer of Sensytech) have made the certifications required by Sections 302 and 906 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇S▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), and the rules and regulations of the SEC promulgated thereunder, that are effective, and intends to comply and, thereunder with respect to the extent, possible, Sensytech Reports filed since such certifications have any prospective acquisitions comply when required substantially with other applicable provisions been required. For purposes of the ▇preceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act, and the rules and regulations promulgated thereunder, upon the effectiveness . Neither Sensytech nor any of such provisions and its Subsidiaries has no reason been a party to believe that it will not be so compliant upon such effectiveness. Without limiting the generality any securitization transactions or “off-balance sheet arrangements” (as defined in Item 303 of Regulation S-K of the foregoingExchange Act) at any time since January 1, the Chief Executive Officer 1999. (b) Sensytech maintains disclosure controls and the Chief Financial Officer of AMI have signed, and AMI has furnished procedures to the SEC, all certifications extent presently required by Section 302 Rule 13a-15 or 15d-15 under the Exchange Act; such controls and Section 906 procedures are effective to ensure that all material information concerning Sensytech and its Subsidiaries is made known on a timely basis to the individuals responsible for the preparation of Sensytech’s filings with the SEC and other public disclosure documents. Since January 1, 1999, Sensytech has not received notice from the SEC or any other Governmental Entity that any of its accounting policies or practices are the subject of any review, inquiry, investigation or challenge, other than comments from the SEC on Sensytech filings which comments have either been satisfied or withdrawn by the SEC and other than routine government contract reviews. (c) Sensytech has not filed any report with the SEC or any other securities regulatory authority or any securities exchange or other self regulatory authority that, as of the ▇date of this Agreement, remains confidential. (d) Each of Sensytech and its Subsidiaries maintains accurate books and records reflecting its assets and liabilities and maintains proper and adequate internal accounting controls which provide assurance that (i) transactions are executed with management’s authorization; (ii) transactions are recorded as necessary to permit preparation of the consolidated financial statements of Sensytech and to maintain accountability for Sensytech’s consolidated assets; (iii) access to its assets is permitted only in accordance with management’s authorization; (iv) the reporting of its assets is compared with existing assets at regular intervals; and (v) proper and adequate procedures are implemented to effect the collection thereof on a current and timely basis. (e) Sensytech has not, since July 30, 2002, extended or maintained credit, arranged for the extension of credit, or modified or renewed an extension of credit, in the form of a personal loan to or for any director or executive officer (or equivalent thereof) of Sensytech in violation of Section 202 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act; such certifications contain no qualifications . Section 4.5(e) of the Sensytech Disclosure Schedule identifies any loan or exceptions extension of credit maintained by Sensytech to which the matters certified therein and have not been modified or withdrawn; and neither AMI nor any second sentence of its officers has received notice from any governmental entity questioning or challenging Section 13(k)(1) of the accuracy, completeness, form or manner of filing or submission of such certificationsExchange Act applies.