Common use of SEC Reports and Financial Statements Clause in Contracts

SEC Reports and Financial Statements. The Company has filed with the Securities and Exchange Commission (the "SEC"), and has heretofore made available to Parent true and complete copies of, all forms, reports, schedules, statements and other documents required to be filed by it and its Subsidiaries since June 1, 1995 under the Exchange Act and the Securities Act of 1933, as amended (the "Securities Act") (as such documents have been amended since the time of their filing, collectively, the "Company SEC Documents"). As of their respective dates or, if amended, as of the date of the last such amendment, the Company SEC Documents, including, without limitation, any financial statements or schedules included therein (the "Company Financial Statements") (a) 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 therein, in light of the circumstances under which they were made, not misleading and (b) complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. The Company SEC Documents include all the documents that the Company was required to file with the SEC since June 1, 1995. The Company Financial Statements have been prepared from, and are in accordance with, the books and records of the Company and its consolidated Subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) and present fairly the consolidated financial position and the consolidated results of operations and cash flows of the Company and its consolidated Subsidiaries as at the dates thereof or for the periods presented therein. The Company has not received notice (written or oral) from and, to its knowledge, is not under any review by any Governmental Entity in connection with its revenue recognition policies and procedures. Without limiting the foregoing, for any period after December 31, 1998, the Company has complied in all material respects with Statement of Position 97-2 (Software Revenue Recognition), as amended by Statement of Position 9804.

SEC Reports and Financial Statements. The Company has delivered to the Purchaser, prior to the execution of this Agreement a true and complete copy of each form, report, schedule, registration statement, definitive proxy statement and other document (together with all amendments thereof and supplements thereto) filed by the Company or any of its Subsidiaries with the Securities and Exchange Commission (the "SEC") pursuant to the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act"), and has heretofore made available to Parent true and complete copies of, all forms, reports, schedules, statements and other documents required to be filed by it and its Subsidiaries since June 1, 1995 under the Exchange Act and the Securities Act of 1933, as amended amended, and the rules and regulations thereunder (the "Securities Act") since December 31, 1998 (as such documents have been amended since the time of their filing, collectivelyfiling been amended or supplemented, the "Company SEC DocumentsReports"), which are all the documents (other than preliminary material) that the Company and its Subsidiaries were required to file with the SEC since such date. As of their respective dates or, if amended, as of the date of the last such amendmentdates, the Company SEC DocumentsReports (i) complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, includingas the case may be, without limitation, any financial statements or schedules included therein and (the "Company Financial Statements") (aii) 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 therein, in light of the circumstances under which they were made, not misleading misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements (bincluding, in each case, the notes, if any, thereto) included in the Company SEC Reports (the "Company Financial Statements") complied as to form in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. The Company SEC Documents include all the documents that the Company was required to file with the SEC since June 1, 1995. The Company Financial Statements have been prepared from, and are in accordance with, the books and records of the Company and its consolidated Subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (, except as may be indicated therein or in the notes thereto or, in the case of the and except with respect to unaudited statements, statements as permitted by Form 10-Q of the SEC, and, as of the respective dates thereof, fairly presented (subject, in the case of the unaudited interim financial statements, to year-end audit adjustments) and present fairly the consolidated financial position and the consolidated results of operations and cash flows of the Company and its consolidated Subsidiaries subsidiaries as at the respective dates thereof or and the consolidated results of their operations and cash flows for the respective periods presented thereinthen ended. The Company has not received notice (written or oral) from andExcept for the filing of a report on Form 8-K with respect to the Company's December 29, to its knowledge2000 acquisition of Applied Tactical Systems, is not under any review by any Governmental Entity in connection with its revenue recognition policies and procedures. Without limiting the foregoing, for any period after December 31, 1998Inc., the Company has complied in timely filed all material respects with Statement of Position 97-2 (Software Revenue Recognition), as amended by Statement of Position 9804required reports under the Exchange Act during the past 12 months.

SEC Reports and Financial Statements. The Company (a) Buyer has timely filed with the Securities and Exchange Commission (the "SEC"), and has heretofore made available delivered to Parent Seller, true and complete copies of, all forms, reports, schedules, statements and other documents required to be filed by it and its Subsidiaries since June January 1, 1995 1996, under the Exchange Act and the Securities Act of 1933, as amended amended, or the Exchange Act (the "Securities Act") (as such documents have been amended since the time of their filing, collectively, the "Company SEC Documents"). As Except as set forth in Section 4.5 of their respective dates orthe Buyer Disclosure Schedule, if amendedthe SEC Documents (i) were prepared in accordance with the requirements of the Securities Act or the Exchange Act, as the case may be, including without limitation the applicable accounting requirements thereunder and the published rules and regulations of the date of the last such amendmentSEC with respect thereto, the Company SEC Documents(ii) when filed, including, without limitation, any financial statements or schedules included therein (the "Company Financial Statements") (a) 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 therein, in the light of the circumstances under which they were made, not misleading misleading, and (iii) taken as a whole, do 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 therein, in the light of the circumstances under which they were made, not misleading. Acquisition Subsidiary is not required to file any statements or reports with the SEC pursuant to Sections 13(a) or 15(d) of the Exchange Act. (b) complied Except as set forth in all material respects with the applicable requirements Section 4.5 of the Exchange Act or Buyer Disclosure Schedule, the Securities Act, as the case may be, and the applicable rules and regulations consolidated financial statements of Buyer contained in the SEC thereunder. The Company SEC Documents include all (the documents that the Company was required to file with the SEC since June 1, 1995. The Company "Buyer Financial Statements have been prepared from, and are in accordance with, the books and records of the Company and its consolidated Subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect theretoStatements"), have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-Q of the SECthereto) and fairly present fairly the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of Buyer and Acquisition Subsidiary as of the Company respective dates and its consolidated Subsidiaries as at the dates thereof or for the respective periods presented thereinthereof, except that the unaudited interim quarterly financial statements were or are subject to normal and recurring year-end adjustments which were or are not expected to be material in amount and did not or may not have included footnote disclosure that would otherwise be required by GAAP. The Company has not received notice (written or oral) from andExcept as set forth in Section 4.5 of the Buyer Disclosure Schedule, to its knowledge, Buyer is not under aware of any review by facts or circumstances which would require Buyer to amend or restate any Governmental Entity in connection with its revenue recognition policies and procedures. Without limiting of the foregoingSEC Documents, for any period after December 31, 1998, including without limitation the Company has complied in all material respects with Statement of Position 97-2 (Software Revenue Recognition), as amended by Statement of Position 9804financial information included therein.

SEC Reports and Financial Statements. The Company and each of its subsidiaries has filed with the Securities and Exchange Commission (the "SEC"), and has heretofore made available to Parent true and complete copies of, all forms, reports, schedules, statements and other documents required to be filed by it and its Subsidiaries since June February 1, 1995 1994, under the Exchange Act and or the Securities Act of 1933, as amended 1933 (the "Securities Act") (such forms, reports, schedules, statements and other documents, including any financial statements or schedules included therein, are referred to as such documents have been amended since the time of their filing, collectively, the "Company SEC Documents"). As of their respective dates or, if amended, as of the date of the last such amendment, the The Company SEC Documents, includingat the time filed, without limitation, any financial statements or schedules included therein (the "Company Financial Statements") (a) 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 therein, in light of the circumstances under which they were made, not misleading and (b) complied in all material respects with the applicable requirements of the Exchange Act or and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. The Except to the extent that information contained in any Company SEC Document has been revised or superseded by a subsequently filed Company Filed SEC Document (as defined in Section 4.07) (a copy of which has been made available to Parent prior to the date hereof), none of the Company SEC Documents include all the documents that the Company was contains an untrue statement of a material fact or omits to state a material fact required to file with be stated or incorporated by reference therein or necessary in order to make the SEC since June 1statements therein, 1995in light of the circumstances under which they were made, not misleading. The Company Financial Statements have been prepared from, and are in accordance with, the books and records financial statements of the Company and its consolidated Subsidiaries, included in the Company SEC Documents comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) and fairly present fairly (subject, in the case of the unaudited statements, to normal, recurring audit adjustments) the consolidated financial position and the consolidated results of operations and cash flows of the Company and its consolidated Subsidiaries subsidiaries as at the dates thereof or and the consolidated results of their operations and cash flows for the periods presented therein. The Company has not received notice (written or oral) from and, to its knowledge, is not under any review by any Governmental Entity in connection with its revenue recognition policies and procedures. Without limiting the foregoing, for any period after December 31, 1998, the Company has complied in all material respects with Statement of Position 97-2 (Software Revenue Recognition), as amended by Statement of Position 9804then ended.

SEC Reports and Financial Statements. The Company has filed with the Securities and Exchange Commission (the "SEC"), and has heretofore made available to Parent true and complete copies of, all forms, reports, schedules, statements and other documents required to be filed by it and its Subsidiaries since June 1, 1995 under the Exchange Act and or the Securities Act of 1933, as amended (the "Securities Act") (as such documents have been amended since the time of their filing, collectively, the "Company SEC Documents"). As of their respective dates or, if amended, as of the date of the last such amendment, the Company SEC Documents, including, without limitation, any financial statements or schedules included therein (the "Company Financial Statements") (a) 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 therein, in light of the circumstances under which they were made, not misleading and (b) complied in all material respects with the applicable requirements of the Exchange Act or and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. The Company SEC Documents include all None of the documents that the Company was Subsidiaries is required to file any forms, reports or other documents with the SEC since June 1, 1995SEC. The financial statements of the Company (the "1995 Financial Statements Statements") included in the Company's Annual Report on Form 10K for the fiscal year ended December 31, 1995 (the "1995 10-K") and the financial statements of the Company included in the Company's Quarterly Report on Form 10-Q for the quarter ended September 29, 1996 (the "September 1996 10-Q") have been prepared from, and are in accordance with, the books and records of the Company and its consolidated Subsidiariessubsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-Q of the SECthereto) and fairly present fairly in all material respects the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated Subsidiaries as subsidiaries at the dates thereof or and for the periods presented therein. The Company has not received notice covered thereby (written or oral) from andsubject, in the case of the financial statements in the September 1996 10-Q, to its knowledge, is normal year-end audit adjustments which would not under any review by any Governmental Entity be material in connection with its revenue recognition policies and procedures. Without limiting the foregoing, for any period after December 31, 1998, the Company has complied in all material respects with Statement of Position 97-2 (Software Revenue Recognitionamount or effect), as amended by Statement of Position 9804.

SEC Reports and Financial Statements. (a) The Company has filed with the Securities and Exchange Commission (the "SEC"), and has heretofore made available to Parent true and complete copies of, SEC all forms, reports, schedules, registration statements and other documents definitive proxy statements required to be filed by it and its Subsidiaries since June 1the Company with the SEC from December 31, 1995 under until the Exchange Act and the Securities Act of 1933, as amended date hereof (the "Securities Act") (as such documents have been amended since the time of their filing, collectively, the "Company SEC DocumentsReports"). As of their respective dates or, if amended, as of the date of the last such amendment, the Company SEC DocumentsReports, including, without limitation, any financial statements or schedules included therein (therein, complied in all material respects with the "Company Financial Statements") (a) did not contain requirements of the Exchange Act or the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder applicable, as the case may be, to such SEC Reports, and none of the SEC Reports contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading and misleading. (b) complied The audited consolidated balance sheets as of December 31, 1997, 1996 and 1995 and the related consolidated statements of income, shareholders' equity and cash flows for each of the four years in the period ended December 31, 1997 (including the related notes and schedules thereto) of the Company contained in the Company's Annual Reports on Form 10-K for the years ended December 31, 1997 and 1996 included in the SEC Reports present fairly, in all material respects with respects, the applicable requirements of the Exchange Act or the Securities Act, as the case may be, consolidated financial position and the applicable rules consolidated results of operations and regulations of the SEC thereunder. The Company SEC Documents include all the documents that the Company was required to file with the SEC since June 1, 1995. The Company Financial Statements have been prepared from, and are in accordance with, the books and records cash flows of the Company and its consolidated Subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations subsidiaries as of the SEC dates or for the periods presented therein in conformity with respect thereto, have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-Q of the SECthereto). (c) The accounting books and present fairly the consolidated financial position and the consolidated results of operations and cash flows records of the Company and its consolidated Subsidiaries as at the dates thereof or for the periods presented therein. The Company has not received notice Subsidiaries: (written or orali) from and, to its knowledge, is not under any review by any Governmental Entity in connection with its revenue recognition policies and procedures. Without limiting the foregoing, for any period after December 31, 1998, the Company has complied are in all material respects correct and complete; (ii) are current in a manner consistent with Statement past practice; and (iii) to the knowledge of Position 97-2 (Software Revenue Recognition)the Company, as amended by Statement of Position 9804.have recorded therein all the properties, assets and liabilities

SEC Reports and Financial Statements. The Company ------------------------------------- and each of its subsidiaries has filed with the Securities and Exchange Commission (the "SEC"), and has heretofore made available to Parent true and complete copies of, all forms, reports, schedules, statements and other documents required to be filed by it and its Subsidiaries since June March 1, 1995 1994, under the Exchange Act and or the Securities Act of 1933, as amended 1933 (the "Securities Act") (such forms, reports, schedules, statements and other documents, including any financial statements or schedules included therein, are referred to as such documents have been amended since the time of their filing, collectively, the "Company SEC Documents"). As of their respective dates or, if amended, as of the date of the last such amendment, the The Company SEC Documents, includingat the time filed, without limitation, any financial statements or schedules included therein (the "Company Financial Statements") (a) 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 therein, in light of the circumstances under which they were made, not misleading and (b) complied in all material respects with the applicable requirements of the Exchange Act or and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. The Except to the extent that information contained in any Company SEC Document has been revised or superseded by a subsequently filed Company Filed SEC Document (as defined in Section 4.07) (a copy of which has been made available to Parent prior to the date hereof), none of the Company SEC Documents include all the documents that the Company was contains an untrue statement of a material fact or omits to state a material fact required to file with be stated or incorporated by reference therein or necessary in order to make the SEC since June 1statements therein, 1995in light of the circumstances under which they were made, not misleading. The Company Financial Statements have been prepared from, and are in accordance with, the books and records financial statements of the Company and its consolidated Subsidiaries, included in the Company SEC Documents comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) and fairly present fairly (subject, in the case of the unaudited statements, to normal, recurring audit adjustments) the consolidated financial position and the consolidated results of operations and cash flows of the Company and its consolidated Subsidiaries subsidiaries as at the dates thereof or and the consolidated results of their operations and cash flows for the periods presented therein. The Company has not received notice (written or oral) from and, to its knowledge, is not under any review by any Governmental Entity in connection with its revenue recognition policies and procedures. Without limiting the foregoing, for any period after December 31, 1998, the Company has complied in all material respects with Statement of Position 97-2 (Software Revenue Recognition), as amended by Statement of Position 9804then ended.

SEC Reports and Financial Statements. The Company has filed with the Securities and Exchange Commission (the "SEC"), and has heretofore made available to Parent there are posted on the SEC’s ▇▇▇▇▇ website, true and complete copies of, all forms, reports, schedules, statements reports and other documents required to be filed by it and its Subsidiaries the Company since June January 1, 1995 2004 under the Securities Exchange Act and the Securities Act of 19331934, as amended (the "Securities “Exchange Act") ”). (Such documents, as such documents have been amended since the time of their filing, collectively, are collectively referred to in this Agreement as the "“Company SEC Documents"). As of their respective dates or, if amended, as of the date of the last such amendment, the .”) The Company SEC Documents, includingat the time filed, without limitation, any financial statements or schedules included therein (the "Company Financial Statements") (a) 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 therein, in light of the circumstances under which they were made, not misleading and (b) complied in all material respects with the applicable requirements of the Exchange Act Act; provided, however, that the preceding representations and warranties do not apply to any information, including but not limited to any financial information, in any Company SEC Document provided by, or at the Securities Actdirection of, as the case may be, and the applicable rules and regulations Buyer or any of the SEC thereunderBuyer’s affiliates or their officers or employees; provided further, however, that for purposes of the foregoing proviso, the Company is not deemed an affiliate of the Buyer. The consolidated financial statements of the Company included in the Company SEC Documents include all the documents that the Company was required (a) comply as to file with the SEC since June 1, 1995. The Company Financial Statements have been prepared from, and are in accordance with, the books and records of the Company and its consolidated Subsidiaries, comply form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, (b) have been prepared in accordance with United States generally accepted accounting principles ("GAAP"“US Accounting Principles”) applied on a consistent basis during the periods period involved (except as may be is indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) and (c) fairly present fairly (subject, in the case of the unaudited statements, to normal year-end audit adjustments) in all material respects the consolidated financial position and the consolidated results of operations and cash flows of the Company and its consolidated Subsidiaries subsidiaries as at the dates thereof or and the consolidated results of their operations and cash flow for the periods presented thereinthen ended. The Company has not received notice Except as set forth in the financial statements included (written or oralincorporated by reference) from and, to its knowledge, is not under any review by any Governmental Entity in connection with its revenue recognition policies and procedures. Without limiting the foregoing, for any period after December 31, 1998, the Company has complied in all material respects with Statement of Position 97-2 SEC Documents (Software Revenue Recognitionincluding the notes thereto), and except for the liabilities and obligations incurred in the ordinary course of business consistent with past practice since the date of the most recent such financial statements, there are no material liabilities or obligations of any nature required by US Accounting Principles to be set forth on a consolidated balance sheet of the Company and its subsidiaries or in the notes thereto. Except as amended disclosed in Schedule 3(d) or in notes to the financial statements included (or incorporated by Statement reference) in the Company SEC Documents, neither the Company nor any of Position 9804its affiliates is subject to any material contingent liability that would not be so required to be set forth on a consolidated balance sheet of the Company and its subsidiaries or in the notes thereto.

SEC Reports and Financial Statements. The (a) Since April 3, 2022, the Company has timely filed with the Securities and Exchange Commission (the "SEC"), and has heretofore made available to Parent true and complete copies of, or furnished all forms, reports, schedules, statements documents and other documents reports required to be filed or furnished by it with the SEC (such forms, statements, schedules, documents and its Subsidiaries since June 1, 1995 under the Exchange Act and the Securities Act of 1933, as amended (the "Securities Act") (as such documents have been amended since the time of their filing, collectivelyreports, the "“Company SEC Documents"”). As of their respective filing dates or, if amendedamended prior to the date hereof, as of the date of (and giving effect to) the last such amendment, the Company SEC DocumentsDocuments complied in all material respects with the applicable requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, includingas amended, without limitationthe Securities Act and the Exchange Act, any financial statements as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Company SEC Documents contained (or schedules included therein (with respect to the "Company Financial Statements") (aSEC Documents filed after the date hereof, will contain) did not contain any untrue statement of a material fact or omit omitted (or with respect to the Company SEC Documents filed after the date hereof, will omit) to state a 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 were made, not misleading and misleading. No Company Subsidiary is required to file any forms, reports or other documents with the SEC. (b) complied The audited consolidated financial statements and the unaudited consolidated interim financial statements (including, in each case, all related notes and schedules) of the Company and its consolidated Subsidiaries included or incorporated by reference in the Company SEC Documents when filed or, if amended prior to the date hereof, as of the date of (and giving effect to) the last such amendment, fairly present in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. The Company SEC Documents include all the documents that the Company was required to file with the SEC since June 1, 1995. The Company Financial Statements have been prepared from, and are in accordance with, the books and records consolidated financial position of the Company and its consolidated Subsidiaries, comply as at the respective dates thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in all material respects with applicable accounting requirements the case of the unaudited quarterly financial statements, to normal year-end audit adjustments and with any other adjustment described therein, including the published notes thereto, permitted by the rules and regulations of the SEC with respect thereto, have been prepared SEC) in accordance conformity with United States generally accepted accounting principles Generally Accepted Accounting Principles ("“GAAP"”) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto orsubject, in the case of the unaudited quarterly financial statements, as to normal year-end audit adjustments and any other adjustment described therein, including the notes thereto, permitted by Form 10-Q the rules and regulations of the SEC). (c) and present fairly the consolidated financial position and the consolidated results of operations and cash flows of Except as would not reasonably be expected to be material to the Company and its consolidated Subsidiaries the Company Subsidiaries, taken as a whole, (i) the Company is in compliance with the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act, as amended, (ii) each required form, report and document containing financial statements that has been filed with or submitted to the SEC was accompanied by any certifications required to be filed or submitted by the Company’s principal executive officer and principal financial officer pursuant to the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and, at the dates thereof time of filing or for the periods presented therein. The Company has not received notice (written or oral) from andsubmission of each such certification, to its knowledge, is not under any review by any Governmental Entity in connection with its revenue recognition policies and procedures. Without limiting the foregoing, for any period after December 31, 1998, the Company has such certification complied in all material respects with Statement the applicable provisions of Position 97the ▇▇▇▇▇▇▇▇-2 ▇▇▇▇▇ Act. In the past three years, as of the entry into this Agreement, to the Company’s knowledge, neither the Company nor any of its executive officers has received written notice from any Governmental Entity challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. (Software Revenue Recognitiond) Neither the Company nor any Company Subsidiary is a party to, or has any Contract to become a party to, any joint venture, off-balance sheet partnership or any similar Contract, including any Contract relating to any transaction or relationship between or among the Company or any Company Subsidiary, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any off-balance sheet arrangements (as defined in Item 303(a) of Regulation S-K of the SEC), as amended by Statement in any such case, where the purpose of Position 9804such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company in the Company’s published financial statements or any Company SEC Documents.

SEC Reports and Financial Statements. The Since January 1, 1994 up to and including the date hereof, the Company has filed with the SEC all forms, reports, schedules, registration statements, proxy statements and other documents (collectively, "Company SEC Reports") required to be filed by the Company with the Securities and Exchange Commission (the "SEC")) under the Securities Act, Exchange Act, and has heretofore made available to Parent true the rules and complete copies of, all forms, reports, schedules, statements and other documents required to be filed by it and its Subsidiaries since June 1, 1995 under the Exchange Act and the Securities Act of 1933, as amended (the "Securities Act") (as such documents have been amended since the time of their filing, collectively, the "Company SEC Documents")regulations thereunder. As of their respective dates ordates, if amendedor in the case of registration statements, as of the date their respective effective dates, all of the last such amendment, the Company SEC DocumentsReports, includingincluding all exhibits and schedules thereto and all documents incorporated by reference therein, without limitation(i) complied as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act applicable thereto, any financial statements or schedules included therein and (the "Company Financial Statements") (aii) 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 therein, in the light of the circumstances under which they were made, not misleading and (b) complied in all material respects with the applicable requirements of the Exchange Act or the Securities Actmisleading, except for such statements, if any, as have been modified or superseded by subsequent filings prior to the case may be, and the applicable rules and regulations of the SEC thereunderdate hereof. The Company SEC Documents include all the documents that the Company was required to file with the SEC since June 1, 1995. The Company Financial Statements have been prepared from, and are in accordance with, the books and records consolidated financial statements of the Company and its consolidated Subsidiaries, comply Subsidiaries included in such reports complied as of the respective dates thereof as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with United States generally accepted accounting principles ("GAAP") as in effect on their respective dates applied on a consistent basis during throughout the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited interim financial statements, as permitted by Form 10-Q of the SEC) and present fairly presented (subject, in the case of the unaudited interim financial statements, to normal, year-end audit adjustments) the consolidated financial position and the consolidated results of operations and cash flows of the Company and its consolidated Subsidiaries as at the dates thereof or and the consolidated results of their operations and cash flows for the periods presented thereinthen ended. The Since December 31, 1996, and up to and including the date hereof, neither the Company nor any of its Subsidiaries has not received notice incurred any liabilities or obligations (written whether absolute, accrued, fixed, contingent, liquidated, unliquidated or oralotherwise and whether due or to become due) from andof any nature, which would be required by GAAP, as of the date hereof, to be set forth on a consolidated balance sheet of the Company and its knowledgeSubsidiaries or in the notes thereto except liabilities, is not under any review by any Governmental Entity obligations or contingencies (a) which are disclosed, reflected or reserved for on the unaudited balance sheets of the Company and its Subsidiaries as of March 31, 1997 (including the notes thereto) or in connection with its revenue recognition policies and procedures. Without limiting this Agreement or the foregoing, for any period Company Disclosure Letter or (b) which (i) were incurred in the ordinary course of business after December 31, 19981996, and consistent with past practices, or (ii) are disclosed or reflected or reserved for in the Company SEC Reports filed after December 31, 1996, or (iii) would not reasonably be expected to, individually or in the aggregate, have a material adverse effect on the business, results of operations or financial condition of the Company and its Subsidiaries taken as a whole, or (c) which were incurred as a result of actions taken or refrained from being taken (i) in furtherance of the transactions contemplated by this Agreement, or (ii) at the request of FKWW and FKW Sub. Since December 31, 1996, there has complied been no change in all material respects with Statement any of Position 97-2 the significant accounting (Software Revenue Recognition)including tax accounting) policies, practices or procedures of the Company or any of its Subsidiaries except as amended required by Statement of Position 9804GAAP or applicable law.

SEC Reports and Financial Statements. The Company Parent has filed with the Securities and Exchange Commission (the "SEC"), and has heretofore made available to Parent the Company true and complete copies of, all forms, reports, schedules, statements and other documents required to be filed by it and its Subsidiaries since June 1August 5, 1995 1999 under the Exchange Act and or the Securities Act of 1933, as amended (the "Securities Act") (as such documents have been amended since the time of their filing, collectively, the "Company Parent SEC Documents"). As of their respective dates or, if amended, as of the date of the last such amendment, the Company Parent SEC Documents, including, without limitation, any financial statements or schedules included therein (the "Company Financial Statements") (a) 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 therein, in light of the circumstances under which they were made, not misleading and (b) complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. The Company Parent SEC Documents include all the documents that the Company Parent was required to file with the SEC since June 1August 5, 19951999. The Company Financial Statements Each of the consolidated financial statements included in the Parent SEC Documents have been prepared from, and are in accordance with, the books and records of the Company Parent and its consolidated Subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles ("GAAP") GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) and present fairly the consolidated financial position and the consolidated results of operations and cash flows of the Company Certificate of Incorporation and its consolidated Subsidiaries as at the dates thereof or for the periods presented therein. The Company Parent has not received notice (written or oral) from and, to its knowledge, is not under any review by any Governmental Entity in connection with its revenue recognition policies and procedures. Without limiting the foregoing, for any period after December 31, 1998, the Company Parent has complied in all material respects with Statement State of Position 97-2 (Software Revenue Recognition), as amended by Statement of Position 980498-4.

SEC Reports and Financial Statements. The Company has filed with the Securities and Exchange Commission (the "SEC"), and has heretofore made available to Parent true and complete copies of, all forms, reports, schedules, statements and other documents required to be filed by it and its Subsidiaries since June 1April 11, 1995 1996 under the Exchange Act and the Securities Act of 1933, as amended (the "Securities Act") (as such documents have been amended since the time of their filing, collectively, the "Company SEC Documents"). As of their respective dates or, if amended, as of the date of the last such amendment, the Company SEC Documents, including, without limitation, any financial statements or schedules included therein (the "Company Financial Statements") (a) 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 therein, in light of the circumstances under which they were made, not misleading and (b) complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. The Company SEC Documents include all the documents that the Company was required to file with the SEC since June 1April 11, 19951996. The Company Financial Statements have been prepared from, and are in accordance with, the books and records of the Company and its consolidated Subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) and present fairly the consolidated financial position and the consolidated results of operations and cash flows of the Company and its consolidated Subsidiaries as at the dates thereof or for the periods presented therein. The Company has not received notice (written or oral) from and, to its knowledge, is not under any review by any Governmental Entity in connection with its revenue recognition policies and procedures. Without limiting the foregoing, for any period after December 31, 1998, the Company has complied in all material respects with Statement of Position 97-2 (Software Revenue Recognition), as amended by Statement of Position 9804.

SEC Reports and Financial Statements. The Company has (a) ▇▇▇▇▇ delivered to Buyer prior to the execution of this Agreement a true and complete copy of each form, report, schedule, registration statement, definitive proxy statement and other document, including any financial statements, exhibits or schedules included or incorporated by reference (together with all amendments thereof and supplements thereto) filed by ▇▇▇▇▇ with the Securities and Exchange Commission SEC since July 1, 1995 whether or not the same was required to have been filed under applicable law (as such documents have since the time of their filing been amended or supplemented, the "SEC▇▇▇▇▇ SEC Reports"), and has heretofore made available to Parent true and complete copies of, which includes all forms, reports, schedules, statements and the documents (other documents than preliminary material) that ▇▇▇▇▇ was required to be filed by it and its Subsidiaries file with the SEC since June 1such date. As of their respective dates, 1995 under each of the Exchange Act and ▇▇▇▇▇ SEC Reports (i) complied as to form in all material respects with the requirements of the Securities Act of 1933, as amended amended, and the rules and regulations thereunder (the "Securities Act") (as such documents have been amended since ), or the time of their filing, collectively, the "Company SEC Documents"). As of their respective dates or, if amendedExchange Act, as of the date of the last such amendmentcase may be, the Company SEC Documents, including, without limitation, any financial statements or schedules included therein (the "Company Financial Statements") (aii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (iii) was timely filed pursuant to the Securities Act and the Exchange Act. (b) The audited consolidated financial statements and unaudited interim financial statements (including, in each case, the notes, if any, thereto) included in ▇▇▇▇▇ SEC Reports (the "▇▇▇▇▇ Financial Statements") or contained in filings subsequent to the date hereof complied or will comply as to form in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. The Company SEC Documents include all the documents that the Company was required to file with the SEC since June 1, 1995. The Company Financial Statements have been prepared from, and are in accordance with, the books and records of the Company and its consolidated Subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been were or will be prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto or, in the case of the and except with respect to unaudited statements, statements as permitted by Form 10-Q of the SEC) and fairly present fairly (subject, in the case of the unaudited interim financial statements, to normal, recurring year-end audit adjustments which are not expected to be, individually or in the aggregate, materially adverse to ▇▇▇▇▇) the consolidated financial position of ▇▇▇▇▇ and its Subsidiaries as at the respective dates thereof and the consolidated results of their consolidated operations and cash flows of the Company and its consolidated Subsidiaries as at the dates thereof or for the respective periods presented therein. The Company has not received notice (written or oral) from and, to its knowledge, is not under any review by any Governmental Entity in connection with its revenue recognition policies and procedures. Without limiting the foregoing, for any period after December 31, 1998, the Company has complied in all material respects with Statement of Position 97-2 (Software Revenue Recognition), as amended by Statement of Position 9804then ended.

SEC Reports and Financial Statements. The Company (a) Parent has timely filed with the Securities and Exchange Commission (the "SEC"), and has heretofore made available to Parent true and complete copies of, SEC all forms, reports, schedules, statements forms and other documents (including exhibits and other information incorporated therein) required to be filed by it and its Subsidiaries since June January 1, 1995 under the Exchange Act and the Securities Act of 1933, as amended 2003 (the "Securities Act") (as such documents have been amended since the time of their filing, collectivelydocuments, the "Company “Parent SEC Documents"”), including (i) its Annual Reports on Form 10-K for the years ended December 31, 2003, December 31, 2004 and December 31, 2005, respectively, (ii) its Quarterly Reports on Form 10-Q for the periods ended March 31, June 30 and September 30, 2005, (iii) all proxy statements relating to meetings of stockholders of Parent since January 1, 2003 (in the form mailed to stockholders), and (iv) all other forms, reports and registration statements required to be filed by Parent with the SEC since January 1, 2003. As of their respective dates or, (or if amended, as of amended prior to the date of the last such amendmentthis Agreement, as amended), the Company Parent SEC Documents, including, without limitation, any including the financial statements and schedules provided therein or schedules included therein incorporated by reference therein, (the "Company Financial Statements") (ax) 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 therein, in light of the circumstances under which they were made, not misleading and (by) complied in all material respects with the applicable requirements of the Exchange Act or Act, the Securities ActAct and SOX, as the case may be. (b) The December 31, 2005 consolidated balance sheet of Parent and the related consolidated statements of income, changes in stockholders’ equity and cash flows (including, in each case, the related notes, where applicable), as reported in Parent’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005 filed with the SEC under the Exchange Act (the “Parent Financial Statements”) fairly present, and the applicable rules and regulations of the SEC thereunder. The Company SEC Documents include all the documents that the Company was required financial statements to file be filed by Parent with the SEC since June 1after the date of this Agreement will fairly present (subject, 1995. The Company Financial Statements have been prepared fromin the case of unaudited statements, to recurring audit adjustments normal in nature and are in accordance withamount), the books and records of the Company and its consolidated Subsidiaries, comply in all material respects respects, the consolidated financial position and the results of the consolidated operations, cash flows and changes in stockholders’ equity of Parent and its Subsidiaries as of the respective dates or for the respective fiscal periods therein set forth; each of such statements (including the related notes, where applicable) complies, and the financial statements to be filed by Parent with the SEC after the date of this Agreement will comply, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto; and each of such statements (including the related notes, have been where applicable) has been, and the financial statements to be filed by Parent with the SEC after the date of this Agreement will be, prepared in accordance with United States generally accepted accounting principles ("GAAP") GAAP consistently applied on a consistent basis during the periods involved (involved, except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-Q Q. The books and records of the SEC) and present fairly the consolidated financial position and the consolidated results of operations and cash flows of the Company Parent and its consolidated Subsidiaries as at the dates thereof or for the periods presented thereinhave been, and are being, maintained in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions. The Company Deloitte & Touche LLP is an independent public accounting firm with respect to Parent and has not received notice resigned or been dismissed as independent public accountants of Parent. (written or oralc) from and, to its knowledge, Parent is not under any review by any Governmental Entity in connection with its revenue recognition policies and procedures. Without limiting the foregoing, for any period after December 31, 1998, the Company has complied compliance in all material respects with Statement the provisions of Position 97-2 (Software Revenue Recognition), as amended by Statement the SOX and the listing and corporate governance rules and regulations of Position 9804Nasdaq that are in each case applicable to the Company.

SEC Reports and Financial Statements. The Company Noble has filed with the Securities and Exchange Commission (the "“SEC"”), and has heretofore made available to Parent there are posted on the SEC’s ▇▇▇▇▇ website, true and complete copies of, all forms, reports, schedules, statements reports and other documents required to be filed by it and its Subsidiaries Noble since June January 1, 1995 2004 under the Securities Exchange Act and the Securities Act of 19331934, as amended (the "Securities “Exchange Act") ”). (Such documents, as such documents have been amended since the time of their filing, collectively, are collectively referred to in this Agreement as the "Company “Noble SEC Documents"). As of their respective dates or, if amended, as of the date of the last such amendment, the Company .”) The Noble SEC Documents, includingat the time filed, without limitation, any financial statements or schedules included therein (the "Company Financial Statements") (a) 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 therein, in light of the circumstances under which they were made, not misleading and (b) complied in all material respects with the applicable requirements of the Exchange Act Act; provided, however, that the preceding representations and warranties do not apply to any information in any Noble SEC Document provided by, or at the Securities Actdirection of, as the case may be, and the applicable rules and regulations Arcelor or any of the SEC thereunderArcelor’s Affiliates or their officers or employees. The Company consolidated financial statements of Noble included in the Noble SEC Documents include all the documents that the Company was required (a) comply as to file with the SEC since June 1, 1995. The Company Financial Statements have been prepared from, and are in accordance with, the books and records of the Company and its consolidated Subsidiaries, comply form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, (b) have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis US Accounting Principles during the periods period involved (except as may be is indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) and (c) fairly present fairly (subject, in the case of the unaudited statements, to normal year-end audit adjustments) in all material respects the consolidated financial position of Noble and its consolidated subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows of the Company and its consolidated Subsidiaries as at the dates thereof or flow for the periods presented thereinthen ended. The Company has not received notice Except as set forth in the financial statements included (written or oralincorporated by reference) from and, to its knowledge, is not under any review by any Governmental Entity in connection with its revenue recognition policies and procedures. Without limiting the foregoing, for any period after December 31, 1998, Noble SEC Documents (including the Company has complied in all material respects with Statement of Position 97-2 (Software Revenue Recognitionnotes thereto), and except for the liabilities and obligations incurred in the ordinary course of business consistent with past practice since the date of the most recent such financial statements, there are no material liabilities or obligations of any nature required by US Accounting Principles to be set forth on a consolidated balance sheet of Noble and its subsidiaries or in the notes thereto. Except as amended disclosed in Section 6.7 of the Noble Disclosure Document or in notes to the financial statements included (or incorporated by Statement reference) in the Noble SEC Documents, neither Noble nor any of Position 9804its Affiliates is subject to any material contingent liability that would not be so required to be set forth on a consolidated balance sheet of Noble and its subsidiaries or in the notes thereto.

SEC Reports and Financial Statements. The (a) From December 31, 2013, the Company has timely filed with the Securities and Exchange Commission (the "SEC"), and has heretofore made available to Parent true and complete copies of, or furnished all forms, reports, schedules, statements documents and other documents reports required to be filed or furnished by it with the SEC (such forms, documents and its Subsidiaries since June 1, 1995 under the Exchange Act and the Securities Act of 1933, as amended (the "Securities Act") (as such documents have been amended since the time of their filing, collectivelyreports, the "“Company SEC Documents"”). As of their respective dates dates, or, if amendedamended prior to the date hereof, as of the date of (and giving effect to) the last such amendment, the Company SEC DocumentsDocuments complied in all material respects with the requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, includingthe Securities Act and the Exchange Act, without limitationas the case may be, any financial statements or schedules included therein and the applicable rules and regulations promulgated thereunder and the listing and corporate governance rules and regulations of Nasdaq, and none of the Company SEC Documents contained (or, with respect to Company SEC Documents filed after the "Company Financial Statements") (adate hereof, will not contain) did not contain any untrue statement of a material fact or omit omitted to state a 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 were made, not misleading and misleading. (b) The consolidated financial statements (including all related notes and schedules) of the Company included in the Company SEC Documents when filed complied as to form in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. The Company SEC Documents include all the documents that the Company was required to file with the SEC since June 1, 1995. The Company Financial Statements have been prepared from, and are in accordance with, the books and records of the Company and its consolidated Subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto in effect at the time of such filing and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries, as at the respective dates thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto, have been prepared ) in accordance conformity with United States generally accepted accounting principles Generally Accepted Accounting Principles ("“GAAP"”) (except, in the case of the unaudited statements, for normal year-end adjustments and for the absence of notes) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto orthereto). (c) Neither the Company nor any Company Subsidiary is a party to, or has any Contract to become a party to, any joint venture, off-balance sheet partnership or any similar Contract, including any Contract relating to any transaction or relationship between or among the Company or any Company Subsidiary, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any off-balance sheet arrangements (as defined in the case Item 303(a) of the unaudited statements, as permitted by Form 10Regulation S-Q K of the SEC) and present fairly where the consolidated financial position and the consolidated results purpose of operations and cash flows such Contract is to avoid disclosure of the Company and its consolidated Subsidiaries as at the dates thereof any material transaction involving, or for the periods presented therein. The Company has not received notice (written or oral) from and, to its knowledge, is not under any review by any Governmental Entity in connection with its revenue recognition policies and procedures. Without limiting the foregoing, for any period after December 31, 1998material liabilities of, the Company has complied in all material respects with Statement of Position 97-2 (Software Revenue Recognition), as amended by Statement of Position 9804the Company’s published financial statements or any Company SEC Documents.

SEC Reports and Financial Statements. The Since January 1, 2005, the Company has filed with the Securities and Exchange Commission (the "SEC"), and has heretofore made available to Parent true and complete copies of, SEC all forms, reports, schedules, registration statements, definitive proxy statements and other documents (collectively, including all exhibits thereto, the “Company SEC Reports” ) required to be filed by it the Company with the SEC. As of their respective dates, and its Subsidiaries since June 1giving effect to any amendments or supplements thereto filed prior to the date of this Agreement, 1995 under the Exchange Act and Company SEC Reports complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "“Securities Act") (as such documents have been amended since the time of their filing, collectively”), the "Exchange Act and the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act, as the case may be and the respective rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents"). As Reports, and none of their respective dates or, if amended, as of the date of the last such amendment, the Company SEC Documents, including, without limitation, any financial statements or schedules included therein (the "Company Financial Statements") (a) did not contain Reports contained any untrue statement of a material fact or omit omitted to state a any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and (b) complied in all material respects misleading. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC Staff with respect to the Company SEC Reports. To the knowledge of the Company, none of the Company SEC Reports is the subject of ongoing SEC review or investigation. None of the Company Subsidiaries is required to file any forms, reports or other documents with the applicable requirements SEC pursuant to Section 13 or 15 of the Exchange Act or the Securities Act, as the case may be, . (a) The consolidated balance sheets and the applicable rules related consolidated statements of operations, consolidated statements of stockholders’ equity and regulations consolidated statements of cash flows (including, in each case, any related notes and schedules thereto) (collectively, the SEC thereunder. The Company SEC Documents include all the documents that the Company was required to file with the SEC since June 1, 1995. The “Company Financial Statements have been prepared from, and are in accordance with, the books and records Statements”) of the Company and its consolidated Subsidiaries, contained in the Company SEC Reports comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance conformity with United States generally accepted accounting principles ("“GAAP"”) (except, in the case of unaudited statements, as may be noted therein) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-Q of the SECotherwise noted therein) and present fairly in all material respects the consolidated financial position and the consolidated results of operations and cash flows of the Company and its consolidated the Company Subsidiaries as at of the dates thereof or for the periods presented therein. The Company has not received notice therein (written or oral) from andsubject, in the case of unaudited statements, to its knowledgenormal year end adjustments that will not be material in amount or effect). Neither the Company nor any of the Company Subsidiaries has any liabilities or obligations of any nature (whether accrued, is not under absolute, contingent or otherwise) required to be reflected or reserved against on a consolidated balance sheet of the Company prepared in accordance with GAAP or the notes thereto, other than liabilities (i) as and to the extent reflected or reserved against on the audited balance sheet of the Company and the Company Subsidiaries as of December 31, 2006 (including the notes thereto) or any review by any Governmental Entity subsequent Company Financial Statement included in connection with its revenue recognition policies and procedures. Without limiting the foregoing, for any period Company SEC Reports or (ii) incurred after December 31, 19982006 in the ordinary course of business consistent with past practices and that are not, individually or in the aggregate, material to the Company and the Company Subsidiaries, taken as a whole. (b) Neither the Company nor any Company Subsidiary is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract (including any contract or arrangement relating to any transaction or relationship between or among the Company and any of the Company Subsidiaries, on the one hand, and any unconsolidated Affiliate, including, any structured finance, special purpose or limited purpose entity or Person, on the other hand or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC), where the results, purpose or effect of such contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of the Company Subsidiaries in the Company SEC Reports. As used in this Agreement, “Affiliate” means, as to any Person, any other Person that, directly or indirectly, controls, or is controlled by, or is under common control with, such Person. For this purpose, “control” (including, with its correlative meanings, “controlled by” and “under common control with”) shall mean the possession, directly or indirectly, of the power to direct or cause the direction of management or policies of a Person, whether through the ownership of securities or partnership or other ownership interests, by contract or otherwise. (c) With respect to each annual report on Form 10-K, each quarterly report on Form 10-Q and each amendment of any such report included in the Company SEC Reports filed since January 1, 2005, the principal executive officer and principal financial officer of the Company (or each former principal executive officer and each former principal financial officer of the Company) have made all certifications required by the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “S▇▇▇▇▇▇▇-▇▇▇▇▇ Act”) and any related rules and regulations promulgated by the SEC and the statements contained in any such certifications are complete and correct. (d) The Company has complied established and maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) or 15d-15(e) promulgated by the SEC under the Exchange Act); such disclosure controls and procedures are designed to ensure that material information relating to the Company and the Company Subsidiaries required to be disclosed in the Company’s reports filed or submitted under the Exchange Act is made known to the Company’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; and, to the knowledge of the Company, such disclosure controls and procedures are effective in timely alerting the Company’s principal executive officer and its principal financial officer to material information required to be included in the Company’s periodic reports required under the Exchange Act and to ensure that 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 SEC rules and forms. The Company’s principal executive officer and its principal financial officer have disclosed, based on their most recent completed evaluation, to the Company’s auditors and the audit committee of the Board of Directors of the Company and to Parent, (x) all significant deficiencies in the design or operation of internal controls which could adversely affect the Company’s ability to record, process, summarize and report financial data and have identified for the Company’s auditors any material weaknesses in internal controls and (y) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls. To the knowledge of the Company, there are no facts or circumstances that would prevent its chief executive officer and principal financial officer from giving the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act, without qualification, when next due. (e) To the knowledge of the Company, neither the Company nor any of the Company Subsidiaries nor any director, officer, agent, employee or Affiliate of the Company or any of the Company Subsidiaries is aware of any action, or any allegation of any action, or has taken any action, directly or indirectly, (i) that would constitute a violation by such Persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder the (“FCPA”), including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA, or (ii) that would constitute an offer to pay, a promise to pay or a payment of money or anything else of value, or an authorization of such offer, promise or payment, directly or indirectly, to any employee, agent or representative of another company or entity in the course of their business dealings with the Company or any of the Company Subsidiaries, in order to induce such person to act against the interest of his or her employer or principal. (f) The Company has disclosed to Parent all internal investigations, and, to the knowledge of the Company, all external, governmental or other regulatory investigations, in each case regarding any action or any allegation of any action described in subsection (e) of this Section 3.5. To the knowledge of the Company, it also has disclosed to Parent all facts or circumstances that call into question the accuracy of its books and records or the adequacy of the internal controls at the Company or any of the Company Subsidiaries with respect to the actions described in subsection (e) of this Section 3.5. (g) The Company and the Company Subsidiaries have instituted and maintained policies and procedures designed to ensure, and which are reasonably expected to ensure, compliance with the FCPA. (h) The Company is in compliance in all material respects with Statement all current listing and corporate governance requirements of Position 97Nasdaq, and is in compliance in all material respects with all rules, regulations and requirements of the S▇▇▇▇▇▇▇-2 (Software Revenue Recognition), as amended by Statement of Position 9804▇▇▇▇▇ Act and the SEC.

SEC Reports and Financial Statements. The (a) Since September 27, 2021, the Company has timely filed with the Securities and Exchange Commission or furnished (the "SEC"), and has heretofore made available to Parent true and complete copies of, as applicable) all forms, reportsstatements, schedules, statements documents and other documents reports required to be filed or furnished by it with the SEC (such forms, statements, documents and its Subsidiaries since June 1, 1995 under the Exchange Act and the Securities Act of 1933, as amended (the "Securities Act") (as such documents have been amended since the time of their filing, collectivelyreports, the "“Company SEC Documents"”). As of their respective filing dates or, if amended, as of the date of the last such amendment, the Company SEC Documents, including, without limitation, any financial statements or schedules included therein Documents (the "Company Financial Statements") (a) 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 therein, in light of the circumstances under which they were made, not misleading and (bincluding amendments) complied in all material respects with the applicable requirements of the Exchange ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act or of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), the Securities Act and the Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder and the applicable listing and corporate governance rules and regulations of NASDAQ, and none of the SEC thereunder. The Company SEC Documents include all contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the documents that statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that, in each case, no representation or warranty is made as to the accuracy of any financial projection or forward looking statement or the completeness of any information filed or furnished by the Company was required with or to file with the SEC since June 1solely for the purposes of complying with Regulation FD promulgated under the Exchange Act. Since September 27, 1995. The 2021, neither the Company Financial Statements have been prepared from, and are in accordance with, nor any Company Subsidiary has received from the books and records SEC or any other Governmental Entity any written comments or questions with respect to any of the Company SEC Documents (including the financial statements included therein) that are not resolved, or as of the date hereof has received any written notice from the SEC or other Governmental Entity that such Company SEC Documents (including the financial statements included therein) are being reviewed or investigated, and, to the Company’s Knowledge, there is not, as of the date hereof, any investigation or review being conducted by the SEC or any other Governmental Entity of any Company SEC Documents (including the financial statements included therein). No Company Subsidiary is subject to the reporting requirements of Section 13(a) or Section 15(d) of the Exchange Act. (b) The consolidated financial statements (including all related notes and its consolidated Subsidiariesschedules) of the Company included, comply or incorporated by reference, in the Company SEC Documents when filed complied in all material respects with the applicable accounting requirements and complied as to form with the other applicable published rules and regulations of the SEC with respect thereto, have been prepared in accordance each case in effect at the time of such filing and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries, as at the respective dates thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (except as may be indicated in the notes thereto or, in the case of the unaudited financial statements, subject to normal and recurring year-end audit adjustments and to any other adjustment described therein permitted by the rules and regulations of the SEC; provided that, in each case, such adjustments would not be, individually or in the aggregate, material) in conformity with United States generally accepted accounting principles Generally Accepted Accounting Principles ("“GAAP"”) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited financial statements, as subject to normal and recurring year-end audit adjustments and to any other adjustment described therein permitted by Form 10-Q the rules and regulations of the SEC; provided that, in each case, such adjustments would not be, individually or in the aggregate, material). (c) and present fairly the consolidated financial position and the consolidated results of operations and cash flows of the Company and its consolidated Subsidiaries as at the dates thereof or for the periods presented therein. The Company has not received notice (written or oral) from and, to its knowledge, is not under any review by any Governmental Entity in connection with its revenue recognition policies and procedures. Without limiting the foregoing, for any period after December 31, 1998, the Company has complied compliance in all material respects with Statement the applicable provisions of Position 97the ▇▇▇▇▇▇▇▇-2 ▇▇▇▇▇ Act. Each Company SEC Document containing financial statements that has been filed with the SEC was accompanied by any certifications required to be filed or furnished by the Company’s principal executive officer and principal financial officer pursuant to the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and, at the time of filing or furnishing of each such certification, such certification complied with the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Neither the Company nor any of its executive officers has received since September 27, 2021 written notice from any Governmental Entity challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. (Software Revenue Recognition)d) Neither the Company nor any Company Subsidiary is a party to, or has any Contract to become a party to, any joint venture, off-balance sheet partnership or any similar Contract, including any Contract relating to any transaction or relationship between or among the Company or any Company Subsidiary, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any off-balance sheet arrangements (as amended by Statement defined in Item 303(a) of Position 9804Regulation S-K of the SEC) where the purpose of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company in the Company’s published financial statements or any Company SEC Documents.

SEC Reports and Financial Statements. The Company has filed with the Securities and Exchange Commission (the "SEC")All forms, and has heretofore made available to Parent true and complete copies of, all formsregistration statements, reports, schedules, statements and other documents required to be filed by it and its Subsidiaries since June 1, 1995 the Company under the Exchange Act and or the Securities Act of 1933in the twenty-four (24) months preceding the date hereof, as amended (the "Securities Act") (as such documents have been amended since the time of their filing, collectively, the "Company SEC Documents"). As of their respective dates or, if amendedincluding, as of the date of the last such amendmentEffective Time, the March 31, 2018 Form 10-Q (all such documents, including the exhibits thereto, collectively the “Company SEC Documents”), have been filed with the Commission. The Company SEC Documents, including, without limitation, any audited or unaudited financial statements and any notes thereto or schedules included therein (the "“Company Financial Statements"”) , at the time filed (or in the case of registration statements, solely on the dates of effectiveness) (except to the extent corrected by a subsequent Company SEC Document) (a) 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 therein, in light of the circumstances under which they were made, not misleading and misleading, (b) complied as to form in all material respects with the applicable requirements of the Exchange Act or and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. The Company SEC Documents include all the documents that the Company was required (c) complied as to file with the SEC since June 1, 1995. The Company Financial Statements have been prepared from, and are in accordance with, the books and records of the Company and its consolidated Subsidiaries, comply form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC Commission with respect thereto, have been (d) with respect to the Company Financial Statements, were prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (“GAAP”) (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-Q of the SECCommission), and (e) with respect to the Company Financial Statements, fairly present (subject in the case of unaudited statements to normal and present fairly recurring audit adjustments) in all material respects the consolidated financial position and the consolidated results of operations and cash flows of the Company and its consolidated Subsidiaries subsidiaries as at of the dates thereof or and the consolidated results of its operations and cash flows for the periods presented thereinthen ended. The Deloitte & Touche LLP is an independent registered public accounting firm with respect to the Company and has not received notice (written resigned or oral) from and, to its knowledge, is not under any review by any Governmental Entity been dismissed as independent registered public accountants of the Company as a result of or in connection with its revenue recognition policies and procedures. Without limiting the foregoing, for any period after December 31, 1998, disagreement with the Company has complied in all material respects with Statement on any matter of Position 97-2 (Software Revenue Recognition)accounting principles or practices, as amended by Statement of Position 9804financial statement disclosure or auditing scope or procedures.

SEC Reports and Financial Statements. The Company has filed with the Securities and Exchange Commission (the "SEC"), and has heretofore made available to Parent true and complete copies of, all forms, reports, schedules, statements and other documents required to be filed or furnished by it and its Subsidiaries subsidiaries since June 1December 31, 1995 1998 under the Exchange Act and or the Securities Act of 1933, as amended (the "Securities Act") (as such documents have been amended since the time of their filing, collectively, the "Company SEC Documents"). As of their respective dates or, if amended, as of the date of the last such amendment, the Company SEC Documents, including, without limitation, including any financial statements or schedules included therein (the "Company Financial Statements") (a) 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 therein, in light of the circumstances under which they were made, not misleading and (b) complied in all material respects with the applicable requirements of the Exchange Act or and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. The Each of the consolidated financial statements included in the Company SEC Documents include all the documents that the Company was required to file with the SEC since June 1, 1995. The Company Financial Statements have been prepared from, and are in accordance with, the books and records of the Company and its consolidated Subsidiariessubsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-Q of the SECthereto) and fairly present fairly the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated Subsidiaries subsidiaries as at the dates thereof or for the periods presented therein. The Company has not received notice (written or oral) from andfinancial results set forth in the financial statements and schedules set forth in the Company's Form 10-Q for the quarterly period ended September 30, to its knowledge, is not under any review 2001 shall be no less favorable than the results furnished in writing by any Governmental Entity in connection with its revenue recognition policies and procedures. Without limiting the foregoing, for any period after December 31, 1998, the Company has complied in all material respects with Statement to Parent as of Position 97-2 (Software Revenue Recognition), as amended by Statement of Position 9804the date hereof.

SEC Reports and Financial Statements. The Company Parent has timely filed with the Securities and Exchange Commission (the "SEC")all registration statements, and has heretofore made available to Parent true and complete copies of, all prospectuses forms, reports, schedules, statements reports and other documents required to be filed by it and its Subsidiaries since June 1, 1995 with the SEC under the Securities Act or the Exchange Act and the Securities Act of 1933since May 20, as amended 1999 (the "Securities Act") (as such documents have been amended since the time of their filing, collectively, the "Company PARENT SEC DocumentsREPORTS"). As The Parent SEC Reports (i) as of their respective dates ordates, if amendedwere prepared in accordance with, and complied as to form in all material respects with, the requirements of the Securities Act or the Exchange Act, as of the date of case may be, and the last such amendment, the Company SEC Documents, including, without limitation, any financial statements or schedules included therein applicable rules and regulations thereunder and (the "Company Financial Statements") (aii) did not not, at the time they were filed, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (b) complied in all material respects with misleading. As of the applicable date hereof, no Subsidiary of Parent is subject to the periodic reporting requirements of the Exchange Act or the Securities Act, as the case may be, and the applicable rules and regulations . Each of the consolidated balance sheets (including the related notes) included in the Parent SEC thereunder. The Company SEC Documents include all the documents that the Company was required to file with the SEC since June 1Reports presents fairly, 1995. The Company Financial Statements have been prepared from, and are in accordance with, the books and records of the Company and its consolidated Subsidiaries, comply in all material respects with applicable accounting requirements respects, the consolidated financial position of Parent and with the published rules its Subsidiaries as of its date, and regulations each of the other related statements (including the related notes) included in the Parent SEC Reports presents fairly, in all material respects, the results of operations, cash flows and changes in shareholders' equity of Parent and its Subsidiaries as of its date and for the respective periods set forth therein, all in conformity with respect thereto, have been prepared in accordance with United States generally accepted accounting principles ("GAAP") GAAP consistently applied on a consistent basis during the periods involved (involved, except as may be indicated in the notes thereto orotherwise noted therein and subject, in the case of the unaudited interim financial statements, as permitted by Form 10to normal year-Q of the SEC) and present fairly the consolidated financial position and the consolidated results of operations and cash flows of the Company and its consolidated Subsidiaries as at the dates thereof or for the periods presented therein. The Company has not received notice (written or oral) from and, to its knowledge, is not under any review by any Governmental Entity in connection with its revenue recognition policies and procedures. Without limiting the foregoing, for any period after December 31, 1998, the Company has complied in all material respects with Statement of Position 97-2 (Software Revenue Recognition), as amended by Statement of Position 9804end adjustments.

SEC Reports and Financial Statements. The Each of the Company and its Subsidiaries has filed with the Securities and Exchange Commission (the "SEC"), ) and has heretofore made available to Parent true and complete copies of, all forms, reports, schedules, statements and other documents required to be filed by it and its Subsidiaries since June January 1, 1995 1994, under the Exchange Act and or the Securities Act of 1933, as amended (the "Securities Act") (as such documents have been amended since the time of their filing, collectively, the "Company SEC Documents"). As of their respective dates or, if amended, as of the date of the last such amendment, the The Company SEC Documents, including, including without limitation, limitation any financial statements or schedules included therein (therein, at the "Company Financial Statements") time filed, (a) 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 therein, in light of the circumstances under which they were made, not misleading and (b) complied in all material respects with the applicable requirements of the Exchange Act or and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. The financial statements of the Company included in the Company SEC Documents include all the documents that the Company was required comply as to file with the SEC since June 1, 1995. The Company Financial Statements have been prepared from, and are in accordance with, the books and records of the Company and its consolidated Subsidiaries, comply form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) and fairly present fairly (subject, in the case of the unaudited statements, to normal, recurring audit adjustments) the consolidated financial position and the consolidated results of operations and cash flows of the Company and its consolidated Subsidiaries as at the dates thereof or and the consolidated results of their operations and cash flows for the periods presented therein. The Company has not received notice (written or oral) from and, to its knowledge, is not under any review by any Governmental Entity in connection with its revenue recognition policies and procedures. Without limiting the foregoing, for any period after December 31, 1998, the Company has complied in all material respects with Statement of Position 97-2 (Software Revenue Recognition), as amended by Statement of Position 9804then ended.

SEC Reports and Financial Statements. The Company has Each form, report, schedule, registration statement and definitive proxy statement filed by AIMCO with the Securities and Exchange Commission (the "SEC")SEC since June 30, 1995, and has heretofore made available prior to Parent true and complete copies of, all forms, reports, schedules, statements and other documents required to be filed by it and its Subsidiaries since June 1, 1995 under the Exchange Act and the Securities Act of 1933, as amended (the "Securities Act") date hereof (as such documents have been amended since prior to the time of their filing, collectivelydate hereof, the "Company AIMCO SEC DocumentsREPORTS"). As , as of their respective dates ordates, if amendedcomplied in all material respects with the applicable requirements of the Securities Act and the Exchange Act and the rules and regulations thereunder. None of the AIMCO SEC Reports, as of the date of the last such amendmenttheir respective dates, the Company SEC Documents, including, without limitation, any financial statements contained or schedules included therein (the "Company Financial Statements") (a) did not contain contains any untrue statement of a material fact or omit omits 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 and (b) complied in all material respects with the applicable requirements of the Exchange Act or the Securities Actmisleading, except for such statements, if any, as have been modified or superseded by subsequent filings prior to the case may be, and the applicable rules and regulations of the SEC thereunderdate hereof. The Company SEC Documents include all the documents that the Company was required to file with the SEC since June 1, 1995. The Company Financial Statements have been prepared from, and are in accordance with, the books and records consolidated financial statements of the Company AIMCO and its consolidated Subsidiaries, subsidiaries included in such reports comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during throughout the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited interim financial statements, as permitted by Form 10-Q of the SEC) and fairly present fairly (subject, in the case of the unaudited interim financial statements, to normal, year-end audit adjustments) the consolidated financial position of AIMCO and its subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows of the Company and its consolidated Subsidiaries as at the dates thereof or for the periods presented thereinthen ended. The Company Since December 31, 1996, neither AIMCO nor any of its subsidiaries has not received notice incurred any liabilities or obligations (written whether absolute, accrued, fixed, contingent, liquidated, unliquidated or oralotherwise and whether due or to become due) from andof any nature, to except liabilities, obligations or contingencies (a) which are reflected on the consolidated balance sheet of AIMCO and its knowledgesubsidiaries as at December 31, is not under any review by any Governmental Entity 1996 (including the notes thereto) or (b) which (i) were incurred in connection with its revenue recognition policies and procedures. Without limiting the foregoing, for any period ordinary course of business after December 31, 19981996 and consistent with past practices, (ii) are disclosed in the AIMCO SEC Reports filed after December 31, 1996, or (iii) would not, individually or in the aggregate, have a Material Adverse Effect on AIMCO. Since August 14, 1995, AIMCO has timely filed with the SEC all forms, reports and other documents required to be filed prior to the date hereof, and no subsidiary of AIMCO has filed, or been required to file, any form, report or other document with the SEC, in each case, pursuant to the Securities Act, the Company Exchange Act or the rules and regulations thereunder. Since December 31, 1996, there has complied been no change in all material respects with Statement any of Position 97-2 the significant accounting (Software Revenue Recognition)including tax accounting) policies, as amended by Statement practices or procedures of Position 9804AIMCO or any subsidiary of AIMCO.

SEC Reports and Financial Statements. The Company (a) Since June 25, 2021, Parent has timely filed with the Securities and Exchange Commission or furnished (the "SEC"), and has heretofore made available to Parent true and complete copies of, as applicable) all forms, reportsstatements, schedules, statements documents and other documents reports required to be filed or furnished by it with the SEC (such forms, statements, documents and its Subsidiaries since June 1, 1995 under the Exchange Act and the Securities Act of 1933, as amended (the "Securities Act") (as such documents have been amended since the time of their filing, collectivelyreports, the "Company “Parent SEC Documents"”). As of their respective filing dates or, if amended, as of the date of the last such amendment, the Company Parent SEC Documents, including, without limitation, any financial statements or schedules included therein Documents (the "Company Financial Statements") (a) 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 therein, in light of the circumstances under which they were made, not misleading and (bincluding amendments) complied in all material respects with the applicable requirements of the Exchange Act or ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, the Securities Act and the Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder and the applicable listing and corporate governance rules and regulations of NASDAQ, and none of the SEC thereunder. The Company Parent SEC Documents include all the documents that the Company was contained any untrue statement of a material fact or omitted to state any material fact required to file be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that, in each case, no representation or warranty is made as to the accuracy of any financial projection or forward looking statement or the completeness of any information filed or furnished by Parent with or to the SEC since solely for the purposes of complying with Regulation FD promulgated under the Exchange Act. Since June 125, 1995. The Company Financial Statements have been prepared from2021, and are in accordance with, Parent has not received from the books and records SEC or any other Governmental Entity any written comments or questions with respect to any of the Company Parent SEC Documents (including the financial statements included therein) that are not resolved, or as of the date hereof has received any written notice from the SEC or other Governmental Entity that such Parent SEC Documents (including the financial statements included therein) are being reviewed or investigated, and, to Parent’s Knowledge, there is not, as of the date hereof, any investigation or review being conducted by the SEC or any other Governmental Entity of any Parent SEC Documents (including the financial statements included therein). (b) The consolidated financial statements (including all related notes and its consolidated Subsidiariesschedules) of Parent included, comply or incorporated by reference, in the Parent SEC Documents when filed complied in all material respects with the applicable accounting requirements and complied as to form with the other applicable published rules and regulations of the SEC with respect thereto, have been prepared in accordance each case in effect at the time of such filing and fairly present in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries, as at the respective dates thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (except as may be indicated in the notes thereto or, in the case of the unaudited financial statements, subject to normal and recurring year-end audit adjustments and to any other adjustment described therein permitted by the rules and regulations of the SEC; provided that, in each case, such adjustments would not be, individually or in the aggregate, material) in conformity with United States generally accepted accounting principles ("GAAP") GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited financial statements, as subject to normal and recurring year-end audit adjustments and to any other adjustment described therein permitted by Form 10-Q the rules and regulations of the SEC; provided that, in each case, such adjustments would not be, individually or in the aggregate, material). (c) and present fairly the consolidated financial position and the consolidated results of operations and cash flows of the Company and its consolidated Subsidiaries as at the dates thereof or for the periods presented therein. The Company has not received notice (written or oral) from and, to its knowledge, Parent is not under any review by any Governmental Entity in connection with its revenue recognition policies and procedures. Without limiting the foregoing, for any period after December 31, 1998, the Company has complied compliance in all material respects with Statement the applicable provisions of Position 97the ▇▇▇▇▇▇▇▇-2 ▇▇▇▇▇ Act. Each Parent SEC Document containing financial statements that has been filed with the SEC was accompanied by any certifications required to be filed or furnished by ▇▇▇▇▇▇’s principal executive officer and principal financial officer pursuant to the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and, at the time of filing or furnishing of each such certification, such certification complied with the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Neither Parent nor any of its executive officers has received since June 25, 2021 written notice from any Governmental Entity challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. (Software Revenue Recognition)d) Neither Parent nor any Parent Subsidiary is a party to, or has any Contract to become a party to, any joint venture, off-balance sheet partnership or any similar Contract, including any Contract relating to any transaction or relationship between or among Parent or any Parent Subsidiary, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any off-balance sheet arrangements (as amended by Statement defined in Item 303(a) of Position 9804Regulation S-K of the SEC) where the purpose of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parent in Parent’s published financial statements or any Parent SEC Documents.

SEC Reports and Financial Statements. (a) The Company has timely filed with with, or furnished to, as applicable, the Securities and Exchange Commission (the "SEC")SEC all registration statements, and has heretofore made available to Parent true and complete copies of, all formsprospectuses, reports, forms, statements, schedules, statements certifications and other documents required to be filed by it the Company since April 29, 2017 (together with all exhibits and its Subsidiaries since June 1, 1995 under the Exchange Act schedules thereto and the Securities Act of 1933, as amended (the "Securities Act") (as such documents have been amended since the time of their filing, collectivelyall information incorporated therein by reference, the "“Company SEC Documents"”). As of their respective dates ordates, or if amended, as of the date of the last such amendment, the Company SEC DocumentsDocuments (i) were prepared in accordance and complied in all material respects with the requirements of the Securities Act, including, without limitation, any financial statements or schedules included therein the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act (to the "Company Financial Statements") extent then applicable) and (aii) 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 therein, in the light of the circumstances under which they were made, not misleading and (b) complied misleading. As of the date of this Agreement, there are no material outstanding or unresolved comments in comment letters received from the SEC with respect to the Company SEC Documents. The Company is in compliance in all material respects with the applicable requirements provisions of the Exchange Act or the Securities ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, as the case may be, and the applicable rules and regulations . (b) Each of the SEC thereunder. The consolidated financial statements (including, in each case, any related notes thereto) of the Company contained in the Company SEC Documents include all the documents that the Company was required to file (i) complied, as of their respective dates of filing with the SEC since June 1SEC, 1995. The Company Financial Statements have been prepared from, and are in accordance with, the books and records of the Company and its consolidated Subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been (ii) was prepared in accordance with United States generally accepted accounting principles ("GAAP") GAAP applied on a consistent basis during the periods involved indicated (except as may be indicated in the notes thereto or, in the case of the unaudited interim financial statements, as may be permitted by the SEC on Form 10-Q of under the SECExchange Act) and present (iii) fairly presented in all material respects and in accordance with GAAP the consolidated financial position of the Company and its Subsidiaries as of the respective dates thereof and the consolidated results of the Company’s and its Subsidiaries’ operations and cash flows for the periods indicated (except that the unaudited interim financial statements were or will be subject to normal and recurring year-end and quarter-end adjustments described therein). None of the Company and or its consolidated Subsidiaries is a party to, or has any obligation or other commitment to become a party to, any “off balance sheet arrangement” (as at defined in Item 303(a) of Regulation S-K promulgated by the dates thereof or for the periods presented therein. SEC). (c) The Company has not received notice (written or oral) from and, to its knowledge, is not under any review by any Governmental Entity in connection with its revenue recognition policies established and maintains “disclosure controls and procedures” and a system of “internal control over financial reporting” (as such terms are defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) as required by Rule 13a-15 and Rule 15d-15 under the Exchange Act. Without limiting The Company’s disclosure controls and procedures are designed to ensure that all information (both financial and non-financial) required to be disclosed by the foregoingCompany in the reports that it files or furnishes under the Exchange Act is recorded, for any period after December 31processed, 1998summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Since April 29, 2017, the Company’s principal executive officer and its principal financial officer have disclosed to the Company’s auditors and audit committee, (i) any significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which could adversely affect the Company’s ability to record, process, summarize and report financial data and (ii) any known fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. (d) The Company has complied is in compliance in all respects with the applicable listing and corporate governance rules and regulations of NYSE except for such non-compliance as would not reasonably be expected to have a Company Material Adverse Effect. (e) The information set forth in Section 3.6(e) of the Company Disclosure Letter is true and correct in all material respects with Statement of Position 97-2 (Software Revenue Recognition), as amended by Statement of Position 9804respects.

SEC Reports and Financial Statements. The Company and each of its subsidiaries has filed with the Securities and Exchange Commission (the "SEC"), and has heretofore made available to Parent Parent, true and complete copies of, all forms, reports, schedules, statements and other documents required to be filed by it and its Subsidiaries since June January 1, 1995 1996 under the Exchange Act and or the Securities Act of 1933, as amended 1933 (the "Securities Act") (such forms, reports, schedules, statements and other documents, including any financial statements or schedules included therein, are referred to as such documents have been amended since the time of their filing, collectively, the "Company SEC Documents"). As of their respective dates or, if amended, as of the date of the last such amendment, the The Company SEC Documents, includingat the time filed, without limitation, any financial statements or schedules included therein (the "Company Financial Statements") (a) 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 therein, in light of the circumstances under which they were made, not misleading and (b) complied in all material respects with the applicable requirements of the Exchange Act or and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. The Except to the extent that information contained in any Company SEC Document has been revised or superseded by a subsequently filed Company Filed SEC Document (as defined in Section 4.07) (a copy of which has been made available to Parent prior to the date hereof), none of the Company SEC Documents include all the documents that the Company was contains an untrue statement of a material fact or omits to state a material fact required to file with be stated or incorporated by reference therein or necessary in order to make the SEC since June 1statements therein, 1995in light of the circumstances under which they were made, not misleading. The Company Financial Statements have been prepared from, and are in accordance with, the books and records financial statements of the Company and its consolidated Subsidiaries, included in the Company SEC Documents comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) and fairly present fairly (subject, in the case of the unaudited statements, to normal, recurring audit adjustments) the consolidated financial position and the consolidated results of operations and cash flows of the Company and its consolidated Subsidiaries subsidiaries as at the dates thereof or and the consolidated results of their operations and cash flows for the periods presented therein. The Company has not received notice (written or oral) from and, to its knowledge, is not under any review by any Governmental Entity in connection with its revenue recognition policies and procedures. Without limiting the foregoing, for any period after December 31, 1998, the Company has complied in all material respects with Statement of Position 97-2 (Software Revenue Recognition), as amended by Statement of Position 9804then ended.

SEC Reports and Financial Statements. The Company has (a) Except as set forth in any annual and quarterly report or registration statement filed by Acquiror with the Securities SEC since December 31, 2012 and Exchange Commission prior to the Agreement Date (the "SEC"“Acquiror SEC Documents”), and has heretofore made available the Acquiror SEC Documents complied as to Parent true and complete copies of, form in all forms, reports, schedules, statements and other documents required to be filed by it and its Subsidiaries since June 1, 1995 under material respects with the Exchange requirements of the Securities Act and the Securities Act of 1933Exchange Act, as amended (the "Securities Act") (as such documents have been amended since case may be, and the time of their filing, collectively, the "Company SEC Documents"). As of their respective dates or, if amended, as rules and regulations of the date of the last SEC promulgated thereunder applicable to such amendment, the Company Acquiror SEC Documents, including, without limitation, any financial statements or schedules included therein (and none of the "Company Financial Statements") (a) did not contain Acquiror SEC Documents contained on their filing dates any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and misleading, except to the extent corrected by a subsequently filed Acquiror SEC Document. (b) Except as set forth in the Acquiror SEC Documents, the financial statements of Acquiror, including the notes thereto, included in the Acquiror SEC Documents (the “Acquiror Financial Statements”) complied as to form in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. The Company SEC Documents include all the documents that the Company was required to file with the SEC since June 1, 1995. The Company Financial Statements have been prepared from, and are in accordance with, the books and records of the Company and its consolidated Subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect theretothereto as of their respective dates, have been were prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved GAAP (except as may be indicated in the notes thereto thereto, except in the case of pro forma statements, or, in the case of the unaudited financial statements, except as permitted by under Form 10-Q of or Form 10-K under the SECExchange Act) and present fairly presented in all material respects the consolidated financial position of Acquiror and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of Acquiror’s operations and cash flows of the Company and its consolidated Subsidiaries as at the dates thereof or for the periods presented thereinindicated (subject to, in the case of unaudited statements, normal and recurring year-end audit adjustments). The Company has not received notice (written or oral) from and, to its knowledge, is not under any review by any Governmental Entity in connection with its revenue recognition policies and procedures. Without limiting the foregoing, for any period after Since December 31, 19982013, there has been no material change in Acquiror’s accounting policies except as described in the Company has complied in all material respects with Statement of Position 97-2 (Software Revenue Recognition), as amended by Statement of Position 9804notes to the Acquiror Financial Statements.

SEC Reports and Financial Statements. The HUWX delivered to Company has filed with prior to the Securities and Exchange Commission (execution of this Agreement by direction to the "SEC"), and has heretofore made available to Parent ’s ▇▇▇▇▇ website a true and complete copies ofcopy of each form, all formsreport, reportsschedule, schedulesregistration statement, statements definitive proxy statement and other documents required document (together with all amendments thereof and supplements thereto) filed or to be filed by it and HUWX or any of its Subsidiaries since with the SEC for the two fiscal years ended December 31, 2015 and December 31, 2016 and shall have delivered to the Company prior to the Effective Time the quarterly reports due for the six months ended June 1, 1995 under the Exchange Act and the Securities Act of 1933, as amended (the "Securities Act") 30,2017 (as such documents have been amended since the time of their filing, collectivelyfiling been amended or supplemented, the "Company “HUWX SEC Documents"Reports”), which are all the documents (other than preliminary material) that HUWX and its Subsidiaries were required to file with the SEC since the dates hereinabove set forth. As of their respective dates ordates, if amendedthe HUWX SEC Reports (i) complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as of the date of the last such amendmentcase may be, the Company SEC Documents, including, without limitation, any financial statements or schedules included therein and (the "Company Financial Statements") (aii) 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 therein, in light of the circumstances under which they were made, not misleading misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements (bincluding, in each case, the notes, if any, thereto) included in the HUWX SEC Reports (the “HUWX Financial Statements”) complied as to form in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. The Company SEC Documents include all the documents that the Company was required to file with the SEC since June 1, 1995. The Company Financial Statements have been prepared from, and are in accordance with, the books and records of the Company and its consolidated Subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto or, in the case of the and except with respect to unaudited statements, statements as permitted by Form 10-Q of the SEC) and fairly present fairly (subject, in the case of the unaudited interim financial statements, to normal, recurring year-end audit adjustments which are not expected to be, individually or in the aggregate, materially adverse to HUWX and its Subsidiaries taken as a whole) the consolidated financial position and the consolidated results of operations and cash flows of the Company HUWX and its consolidated Subsidiaries as at the respective dates thereof or and the consolidated results of their operations and cash flows for the respective periods presented thereinthen ended. The Company has not received notice (written or oral) from and, to its knowledge, Each Subsidiary of HUWX is not under any review by any Governmental Entity treated as a consolidated Subsidiary of HUWX in connection with its revenue recognition policies and procedures. Without limiting the foregoing, HUWX Financial Statements for any period after December 31, 1998, the Company has complied in all material respects with Statement of Position 97-2 (Software Revenue Recognition), as amended by Statement of Position 9804periods covered thereby.

SEC Reports and Financial Statements. (a) The Company has and its Subsidiaries have filed with the Securities and Exchange Commission (the "SEC"), and has heretofore made available to Parent true and complete copies of, ) all forms, reports, schedules, statements statements, and other documents required to be filed by it and its Subsidiaries since June 1, 1995 under them with the Exchange Act and the Securities Act of 1933, as amended (the "Securities Act") SEC (as such documents have been amended since the time of their filing, collectively, the "Company SEC Documents"), and have filed all exhibits required to be filed with the SEC Documents. As of their respective dates or, if amended, as of the date of the last such amendment, the Company SEC Documents, including, without limitation, any financial statements or schedules included therein therein, complied in all material respects with the applicable requirements of the Securities Act and the Securities Exchange Act of 1934 (the "Company Financial StatementsExchange Act") (a) , and 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 therein, in light of the circumstances under which they were made, not misleading and (b) complied in all material respects misleading. None of the Company's Subsidiaries is required to file any forms, reports or other documents with the applicable requirements SEC pursuant to Section 12 or 15 of the Exchange Act or the Securities Act, as the case may be, and the applicable rules and regulations . The financial statements of the SEC thereunder. The Company SEC Documents include all included in the documents that Company's Annual Report on Form 10-K for the Company was required fiscal year ended December 31, 1996 (including the related notes thereto) and in the Company's Quarterly Report on Form 10-Q for the six months ended June 30, 1997, copies of which have been furnished to file with the SEC since June 1Purchasers (together, 1995. The Company the "Financial Statements Statements"), have been prepared from, and are in accordance with, the books and records of the Company and its consolidated Subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during throughout the periods involved (except as may be indicated in the notes thereto orand subject, in the case of the unaudited interim financial statements, as permitted by Form 10to normal year-Q of the SEC) end adjustments), and fairly present fairly the consolidated financial position and the consolidated results of operations and cash flows of the Company and its consolidated Subsidiaries as at the dates thereof or for the periods presented therein. The Company has not received notice and its Subsidiaries have maintained a system of accounting established in accordance with sound business practices to permit preparation of financial statements in conformity with GAAP. (b) No representation or warranty of the Company contained in any Basic Document or Warrant or in any other document, certificate or written statement furnished to the Purchasers by or oral) from and, to on behalf of the Company or any of its knowledge, is not under any review by any Governmental Entity Subsidiaries for use in connection with its revenue recognition policies and procedures. Without limiting the foregoing, for transactions contemplated by this Agreement contains any period after December 31, 1998, untrue statement of a material fact or omits to state a material fact necessary in order to make the Company has complied statements contained herein or therein when made not misleading in all material respects with Statement light of Position 97-2 (Software Revenue Recognition), as amended by Statement of Position 9804the circumstances in which the same were made.

SEC Reports and Financial Statements. The Company has Each form, report, ------------------------------------ schedule, registration statement and definitive proxy statement filed by ART with the Securities and Exchange Commission (the "SEC"), and has heretofore made available to Parent true and complete copies of, all forms, reports, schedules, statements and other documents required to be filed by it and its Subsidiaries SEC since June January 1, 1995 under the Exchange Act and the Securities Act of 19331993, as amended (the "Securities Act") (as such documents have been amended since the time of their filing, collectivelyfiling been amended, the "Company ART SEC DocumentsReports"). As , which include all the documents (other than preliminary material) that ART was required to file with the SEC since such date, as of their respective dates ordates, if amendedcomplied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, applicable to such ART SEC Reports. None of the date of the last such amendment, the Company ART SEC Documents, including, without limitation, any financial statements or schedules included therein (the "Company Financial Statements") (a) did not contain Reports contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (b) complied in all material respects with the applicable requirements of the Exchange Act or the Securities Actmisleading, except for such statements, if any, as have been modified by subsequent filings prior to the case may be, and the applicable rules and regulations of the SEC thereunderdate hereof. The Company SEC Documents include all the documents that the Company was required financial statements of ART included in such reports comply as to file with the SEC since June 1, 1995. The Company Financial Statements have been prepared from, and are in accordance with, the books and records of the Company and its consolidated Subsidiaries, comply form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) and fairly present fairly (subject in the case of the unaudited statements, to normal, recurring audit adjustments) the consolidated financial position and the consolidated results of operations and cash flows of the Company ART and its consolidated Subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows (or changes in financial position prior to the approval of FASB 95) for the periods presented thereinthen ended. The Company has not received notice (written or oral) from andExcept as set forth in Section 5.5 of the ART Disclosure Letter, to its knowledge, is not under any review by any Governmental Entity in connection with its revenue recognition policies and procedures. Without limiting the foregoing, for any period after since December 31, 1998, neither ART nor any of its Subsidiaries has incurred any liabilities or obligations, whether absolute, accrued, fixed, contingent, liquidated, unliquidated or otherwise and whether due or to become due, except (a) as and to the Company has complied in all material respects with Statement extent set forth on the audited balance sheet of Position 97-2 ART and its Subsidiaries as at December 31, 1998 (Software Revenue Recognitionincluding the notes thereto) (the "ART Balance Sheet"), (b) as amended incurred in connection with the transactions contemplated, or as provided, by Statement this Agreement, (c) as incurred after December 31, 1998 in the ordinary course of Position 9804business and consistent with past practices, (d) as described in the ART SEC Reports or (e) as would not, individually or in the aggregate, have a Material Adverse Effect on ART.

SEC Reports and Financial Statements. The Company Seller has filed with the Securities and Exchange Commission (the "SEC"), and has heretofore made available to Parent Purchaser (directly or indirectly) true and complete copies of, all forms, reports, schedules, statements forms and other documents required to be filed by it and its Subsidiaries Seller since June January 1, 1995 1994, under the Securities Exchange Act and of 1934, as amended (the "Exchange Act"), or the Securities Act of 1933, as amended (the "Securities Act") (as such documents have been amended since the time of their filing, collectively, the "Company SEC Documents"). As of their respective dates (or, if amended, as of the date of the last such amendment), the Company SEC Documents, including, without limitation, including any financial statements or schedules included therein (the "Company Financial Statements") (ai) 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 therein, in light of the circumstances under which they were made, not misleading and (bii) complied in all material respects with the applicable requirements of the Exchange Act or and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. The consolidated financial statements included in the Company SEC Documents include all the documents that the Company was required to file with the SEC since June 1, 1995. The Company Financial Statements (i) have been prepared from, and are in accordance with, the books and records of the Company Seller and its consolidated Subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, (ii) have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated otherwise noted therein and except that the quarterly financial statements are subject to year end adjustments and do not contain all footnote disclosures required by GAAP), (iii) comply in all material respects with applicable accounting requirements and with the notes thereto or, in the case published rules and regulations of the unaudited statementsSEC with respect thereto, as permitted by Form 10-Q of the SECand (iv) and fairly present fairly in all material respects the consolidated financial position and the consolidated results of operations and cash flows of the Company Seller and its consolidated Subsidiaries as at the dates thereof or for the periods presented therein. The Company has not received notice (written No Subsidiary of Seller is required to file any reports, forms, or oral) from and, to its knowledge, is not under any review by any Governmental Entity in connection other documents with its revenue recognition policies and procedures. Without limiting the foregoing, for any period after December 31, 1998, the Company has complied in all material respects with Statement of Position 97-2 (Software Revenue Recognition), as amended by Statement of Position 9804SEC.

SEC Reports and Financial Statements. The Company has filed with the Securities and Exchange Commission (the "SEC"), and has heretofore made available to Parent a) A true and complete copies ofcopy of each annual, all forms, reports, schedules, statements quarterly and other documents required to be report, registration statement, and definitive proxy statement filed by it and its Subsidiaries Buyer with the SEC since June January 1, 1995 under 2016 and prior to the Exchange Act and the Securities Act date of 1933, as amended this Agreement hereof (the "Securities Act") (as such documents have been amended since the time of their filing, collectively, the "Company “Buyer SEC Documents")”) is available on the website maintained by the SEC at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇, other than portions in respect of which confidential treatment was granted by the SEC. As of their respective dates orfiling dates, if amendedthe Buyer SEC Documents complied in all material respects with the requirements of the Securities Act and the Exchange Act, as the case may be, and the rules and regulations of the date of the last SEC promulgated thereunder applicable to such amendment, the Company Buyer SEC Documents, including, without limitation, any financial statements or schedules included therein (and none of the "Company Financial Statements") (a) did not contain Buyer SEC Documents contained on their filing dates any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and misleading, except to the extent corrected by a subsequently filed Buyer SEC Document. (b) The financial statements of Buyer included in the Buyer SEC Documents (the “Buyer Financial Statements”) complied as to form in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. The Company SEC Documents include all the documents that the Company was required to file with the SEC since June 1, 1995. The Company Financial Statements have been prepared from, and are in accordance with, the books and records of the Company and its consolidated Subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance conformity with United States generally accepted accounting principles ("GAAP") GAAP applied on a consistent basis during throughout the periods involved (except for any preparation of non-GAAP measures) and fairly presented the consolidated financial position of Buyer and its consolidated subsidiaries as may be of the respective dates thereof (or, if amended, complied as of the date reflected in such amendment) and the consolidated results of Buyer’s operations and cash flows for the periods indicated in the notes thereto or(subject to, in the case of the unaudited statements, as permitted by Form 10normal and recurring year-Q of the SEC) and end audit adjustments). The supporting schedules, if any, present fairly the consolidated financial position and the consolidated results of operations and cash flows of the Company and its consolidated Subsidiaries as at the dates thereof or for the periods presented therein. The Company has not received notice (written or oral) from and, to its knowledge, is not under any review by any Governmental Entity in connection with its revenue recognition policies and procedures. Without limiting the foregoing, for any period after December 31, 1998, the Company has complied in all material respects in accordance with Statement of Position 97-2 (Software Revenue Recognition), as amended by Statement of Position 9804GAAP the information required to be stated therein.

SEC Reports and Financial Statements. (a) The Company has filed with the Securities and Exchange Commission (the "SEC"), and has heretofore made available to Parent true and complete copies of, SEC all forms, reports, schedules, registration statements and other documents definitive proxy statements (the "SEC Reports") required to be filed by it and its Subsidiaries with the SEC since June 19, 1995 under 1993. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Exchange Act and or the Securities Act of 1933, as amended (the "Securities Act") (as such documents have been amended since the time of their filing, collectively, the "Company SEC Documents"). As of their respective dates or, if amended, as and the rules and regulations of the date SEC promulgated thereunder applicable, as the case may be, to such SEC Reports, and none of the last such amendment, the Company SEC Documents, including, without limitation, Reports (including but not limited to any financial statements or schedules included therein or incorporated by reference therein) contained when filed, or (except to the "Company Financial Statements") (aextent revised or superseded by a subsequent filing with the SEC) did not contain contains any untrue statement of a material fact or omit omitted or omits 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 and misleading. (b) complied The consolidated balance sheets as of December 31, 1997 and 1996 and the related consolidated statements of income, common shareholders' equity and cash flows for each of the three years in the period ended December 31, 1997 (including the related notes and schedules 14 15 thereto) of the Company contained in the Company's Form 10-K for the year ended December 31, 1997 included in the SEC Reports present fairly, in all material respects with respects, the applicable requirements of the Exchange Act or the Securities Act, as the case may be, consolidated financial position and the applicable rules consolidated results of operations and regulations of the SEC thereunder. The Company SEC Documents include all the documents that the Company was required to file with the SEC since June 1, 1995. The Company Financial Statements have been prepared from, and are in accordance with, the books and records cash flows of the Company and its consolidated Subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations subsidiaries as of the SEC with respect thereto, have been prepared dates or for the periods presented therein in accordance conformity with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated otherwise noted therein, including the related notes. (c) The consolidated balance sheets and the related statements of income and cash flows (including in each case the related notes thereto) of the Company contained in the notes thereto or, in the case of the unaudited statements, as permitted by Form Forms 10-Q of for the SECperiods ended September 30, 1998, June 30, 1998 and March 31, 1998 included in the SEC Reports (collectively, the "Quarterly Financial Statements") and have been prepared in accordance with the requirements for interim financial statements contained in Regulation S-X. The Quarterly Financial Statements present fairly fairly, in all material respects, the consolidated financial position and the consolidated results of operations and cash flows of the Company and its consolidated Subsidiaries subsidiaries as at of the dates thereof or and for the periods presented therein in conformity with GAAP applied on a consistent basis during the periods involved, except as otherwise noted therein. , including the related notes, provided, that the Quarterly Financial Statements do not reflect full year end adjustments, accruals, reserves and footnotes. (d) There are no liabilities of the Company or any of its subsidiaries of any kind whatsoever, whether or not accrued and whether or not contingent or absolute, that are material to the Company and its subsidiaries, taken as a whole, other than (i) liabilities disclosed or provided for in the consolidated balance sheet of the Company and its subsidiaries at December 31, 1997, including the notes thereto, (ii) liabilities disclosed in the Recent SEC Reports, (iii) liabilities incurred on behalf of the Company in connection with this Agreement and the contemplated Merger, (iv) liabilities incurred in the ordinary course of business consistent with past practice since September 30, 1998, and (v) other liabilities, none of which (without giving effect to the materiality qualifier contained in this Section 4.06(d)) would reasonably be expected to have a Material Adverse Effect. (e) The Company has heretofore furnished or made available to Parent a complete and correct copy of any amendments or modifications which have not received notice (written yet been filed with the SEC to agreements, documents or oral) from and, to its knowledge, is not under any review other instruments which previously had been filed by any Governmental Entity in connection with its revenue recognition policies and procedures. Without limiting the foregoing, for any period after December 31, 1998, the Company has complied in all material respects with Statement of Position 97-2 (Software Revenue Recognition), as amended by Statement of Position 9804the SEC pursuant to the Securities Act and the rules and regulations promulgated thereunder or the Exchange Act and the rules and regulations promulgated thereunder.

SEC Reports and Financial Statements. The (a) Since August 1, 1996, the Company has filed with the Securities and Exchange Commission (the "SEC"), and has heretofore made available to Parent true and complete copies of, SEC all forms, reports, schedules, registration statements and other documents definitive proxy statements (the "Company SEC Reports") required to be filed by it and its Subsidiaries since June 1, 1995 under the Exchange Act and Company with the Securities Act of 1933, as amended (the "Securities Act") (as such documents have been amended since the time of their filing, collectively, the "Company SEC Documents")SEC. As of their respective dates or, if amended, as of the date of the last such amendmentdates, the Company SEC DocumentsReports complied in all material respects with the requirements of the `33 Act, includingthe `34 Act and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Reports, without limitation, any financial statements or schedules included therein (and none of the "Company Financial Statements") (a) did not contain SEC Reports contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading and misleading. None of the Company Subsidiaries is required to file any forms, reports or other documents with the SEC pursuant to Section 12 or 15 of the `▇▇ ▇▇▇. (b) complied The Consolidated Balance Sheets and the related Consolidated Statements of Operations, Consolidated Statements of Stockholders' Equity and Consolidated Statements of Cash Flow (including, in all material respects with each case, any related notes and schedules thereto) (collectively, the applicable requirements "Company Financial Statements") of the Exchange Act or Company contained in the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. The Company SEC Documents include all the documents that the Company was required to file with the SEC since June 1, 1995. The Company Financial Statements Reports have been prepared from, and are in accordance with, from the books and records of the Company and its consolidated Subsidiariessubsidiaries, comply and the Company Financial Statements present fairly in all material respects with applicable accounting requirements the consolidated financial position and with the published rules consolidated results of operations and regulations cash flows of the SEC with respect thereto, have been prepared Company and its consolidated subsidiaries as of the dates or for the periods presented therein in accordance conformity with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in otherwise noted therein, including the notes thereto orrelated notes, and subject, in the case of the unaudited quarterly financial statements, as permitted by Form 10to year-Q end adjustments undertaken in the ordinary course of the SEC) and present fairly the consolidated financial position and the consolidated results of operations and cash flows of the Company and its consolidated Subsidiaries as at the dates thereof or for the periods presented therein. The Company has not received notice (written or oral) from and, to its knowledge, is not under any review by any Governmental Entity in connection with its revenue recognition policies and procedures. Without limiting the foregoing, for any period after December 31, 1998, the Company has complied in all material respects with Statement of Position 97-2 (Software Revenue Recognitionbusiness), as amended by Statement of Position 9804.

SEC Reports and Financial Statements. The Company has filed with the Securities and Exchange Commission (the "SEC"), and has heretofore made available to Parent Purchaser true and complete copies of, all forms, reports, schedules, statements and other documents (other than preliminary materials) required to be filed by it and its Subsidiaries since June 1, 1995 under the Exchange Act and or the Securities Act of 1933, as amended 1933 (the "Securities ActSECURITIES ACT") from and after December 31, 1997 (as such documents have been amended since the time of their filingforms, collectivelyreports, the "Company SEC Documents"). As of their respective dates orschedules, if amendedstatements and other documents, as of the date of the last such amendment, the Company SEC Documents, including, without limitation, including any financial statements or schedules included therein (therein, are referred to as the "Company Financial StatementsCOMPANY SEC DOCUMENTS") . The Company SEC Documents, at the time filed, (a) 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 therein, in light of the circumstances under which they were made, not misleading misleading, and (b) complied in all material respects with the applicable requirements of the Exchange Act or and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. The financial statements of the Company included in the Company SEC Documents include all as well as the documents that Company's financial statements as of and for the Company was required year ended December 31, 1998 heretofore delivered to file with the SEC since June 1Purchaser, 1995. The Company Financial Statements have been prepared from, and are in accordance with, the books and records as of the Company and its consolidated Subsidiaries, dates thereof comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form Rule 10-Q 01 of Regulation S-X promulgated by the SEC) and fairly present fairly (subject, in the case of the unaudited statements, to normal adjustments, none of which will be material) the consolidated financial position and the consolidated results of operations and cash flows of the Company and its consolidated Subsidiaries subsidiaries as at the dates thereof or and the consolidated results of their operations and cash flows for the periods presented therein. The Company has not received notice (written or oral) from and, to its knowledge, is not under any review by any Governmental Entity in connection with its revenue recognition policies and procedures. Without limiting the foregoing, for any period after December 31, 1998, the Company has complied in all material respects with Statement of Position 97-2 (Software Revenue Recognition), as amended by Statement of Position 9804then ended.

SEC Reports and Financial Statements. The Company Parent has filed with the Securities and Exchange Commission (the "SEC"), and has heretofore made available to Parent true and complete copies of, SEC all forms, reports, schedules, statements exhibits and other documents that it has been required to be filed by it file (collectively, including all exhibits thereto, the "Parent SEC Reports"), each of which complied in all material respects with all applicable requirements of the Securities Act and its Subsidiaries since June 1, 1995 under the Exchange Act and the Securities Act of 1933, as amended (related SEC rules and regulations in effect on the "Securities Act") (as such documents have been amended since date that it was filed with the time of their filing, collectively, the "Company SEC Documents")SEC. As of their respective dates or, if amended, as None of the date of the last such amendmentParent SEC Reports, the Company SEC Documents, including, without limitation, including any financial statements or schedules included therein or incorporated by reference in the Parent SEC Reports, contained, as of their respective dates (and, if amended or superseded by a filing prior to the "Company Financial Statements") (adate of this Agreement or of the Closing Date, then on the date of such filing) did not contain filed, any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or incorporated by reference or necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading and (b) complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereundermisleading. The Company consolidated financial statements of Parent included in the Parent SEC Documents include all the documents that the Company was required Reports complied as to file with the SEC since June 1, 1995. The Company Financial Statements have been prepared from, and are in accordance with, the books and records of the Company and its consolidated Subsidiaries, comply form in all material respects with applicable accounting requirements and with the relevant published rules and regulations of the SEC and present fairly, in conformity with respect thereto, have been prepared in accordance with United States generally accepted accounting principles ("GAAP") GAAP applied on a consistent basis during the periods involved (except as may be otherwise noted therein), the consolidated financial position of Parent and its consolidated subsidiaries as of the dates indicated in and their consolidated results of operations and cash flows for the notes thereto orperiods then ended (subject, in the case of the unaudited interim financial statements, as permitted by Form 10to normal year-Q end adjustments and to the lack of the SEC) footnotes and present fairly the consolidated financial position and the consolidated results of operations and cash flows of the Company and its consolidated Subsidiaries as at the dates thereof or for the periods presented therein. The Company has not received notice (written or oral) from and, to its knowledge, is not under any review by any Governmental Entity in connection with its revenue recognition policies and procedures. Without limiting the foregoing, for any period after December 31, 1998, the Company has complied in all material respects with Statement of Position 97-2 (Software Revenue Recognitionother presentation items), as amended by Statement of Position 9804.

SEC Reports and Financial Statements. The Company (a) OCA has timely filed with the Securities and Exchange Commission (the "SEC"), and has heretofore made available to Parent true and complete copies of, SEC all forms, reports, schedules, forms, registration statements, proxy statements, information statements and other documents (including all exhibits, post-effective amendments and supplements) required to be filed by it and its Subsidiaries OCA with the SEC since June January 1, 1995 under the Exchange Act and the Securities Act of 1933, as amended 1998 (the "Securities Act") (as such documents have been amended since the time of their filing, collectively, the "Company OCA SEC DocumentsReports"), all of which OCA SEC Reports, as amended if applicable, complied when filed in all material respects with all applicable requirements of the appropriate act and the rules and regulations thereunder. OCA has previously delivered or made available to OrthAlliance copies (including all exhibits, post-effective amendments and supplements) of the OCA SEC Reports. None of OCA's Subsidiaries is or has been required to file any reports, schedules, forms, registration statements, proxy statements, information statements or other documents with the SEC. As of their respective dates or, if amended, as of the date of the last such amendmentdates, the Company OCA SEC Documents, including, without limitation, any financial statements or schedules included therein (the "Company Financial Statements") (a) 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 in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and misleading. (b) complied Except as disclosed in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, and the applicable rules and regulations of the OCA SEC thereunder. The Company SEC Documents include all the documents that the Company was required to file with the SEC since June 1, 1995. The Company Financial Statements have been prepared from, and are in accordance withReports, the books audited consolidated financial statements and records unaudited interim consolidated financial statements of OCA included in the Company and its consolidated SubsidiariesOCA SEC Reports (collectively, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been "OCA Financial Statements") were prepared in accordance with United States generally accepted accounting principles ("GAAP") GAAP consistently applied on a consistent basis during throughout the periods involved (except as may be indicated therein or in the notes thereto orthereto) and fairly present in all material respects the consolidated financial position of OCA and its Subsidiaries as of the dates thereof and the results of their operations and their cash flows for the periods then ended, subject, in the case of the unaudited interim financial statements, as permitted by Form 10to normal year-Q of the SEC) end and present fairly the consolidated financial position audit adjustments and the consolidated results of operations and cash flows of the Company and its consolidated Subsidiaries as at the dates thereof or for the periods presented any other adjustments described therein. The Company has not received notice (written or oral) from and, to its knowledge, is not under any review by any Governmental Entity in connection with its revenue recognition policies and procedures. Without limiting the foregoing, for any period after December 31, 1998, the Company has complied in all material respects with Statement of Position 97-2 (Software Revenue Recognition), as amended by Statement of Position 9804.

SEC Reports and Financial Statements. (a) The Company has filed (or furnished, as applicable) with the Securities and Exchange Commission (the "SEC"), and has heretofore made available to Parent true and complete copies of, SEC all forms, reports, schedules, statements registration statements, proxy statements, certifications and other documents required to be filed (or furnished, as applicable) by it the Company or its directors and its Subsidiaries executive officers (in their capacity as such) with the SEC since June 1, 1995 under the Exchange Act and the Securities Act of 1933, as amended (the "Securities Act") 2003 (as such documents they have been amended since the time of their filing, and including any documents filed as exhibits, annexes or schedules thereto, collectively, the "“Company SEC Documents")Reports”) and complete and correct copies of all such Company SEC Reports are available to Parent through public sources. As of their respective dates ordates, if amendedthe Company SEC Reports (including but not limited to any financial statements or schedules included or incorporated by reference therein) complied as to form in all material respects with the requirements of the Exchange Act or the Securities Act of 1933, as amended (and the rules and regulations of the SEC promulgated thereunder) (the “Securities Act”) applicable, as the case may be, to such Company SEC Reports, and none of the Company SEC Reports so filed or furnished or that will be filed or furnished subsequent to the date of this Agreement contained or will contain, as of the date of filing and of any amendment or supplement and, in the last such amendmentcase of any proxy statement, at the Company SEC Documentsdate mailed to shareholders and at the date of the meeting, including, without limitation, any financial statements or schedules included therein (the "Company Financial Statements") (a) did not contain 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 misleading. As of their respective dates, the financial statements (including all related notes and (bschedules) of the Company included in the Company SEC Reports complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. The Company SEC Documents include all the documents that the Company was required to file with the SEC since June 1, 1995. The Company Financial Statements have been prepared from, and are in accordance with, the books and records of the Company and its consolidated Subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with United States generally accepted accounting principles ("“GAAP"”) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-Q of the SECthereto) and present presented fairly in all material respects the consolidated financial position and the consolidated results of operations and cash flows of the Company and its consolidated Subsidiaries as at of the dates thereof or for the periods presented therein. The Company has heretofore furnished to Parent a complete and correct copy of any amendments or modifications which have not received notice (written yet been filed with the SEC to agreements, documents or oral) from and, to its knowledge, is not under any review other instruments which previously had been filed by any Governmental Entity in connection with its revenue recognition policies and procedures. Without limiting the foregoing, for any period after December 31, 1998, the Company with the SEC pursuant to the Securities Act or the Exchange Act. (b) None of the preliminary or final offering memoranda or any amendments or supplements thereto, including exhibits, financial statements and schedules thereto and any documents incorporated therein by reference, or any related documents (including final pricing term sheets) or written communications concerning the solicitation, purchases of or offering of the Notes (the “Notes Disclosure Package”) as of the time of pricing, as of the dates delivered to any potential or actual purchasers or offerees and as of June 29, 2007 included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The financial statements, together with the related schedules and notes, included in the Notes Disclosure Package (i) presented fairly in all material respects the financial position of the Company and its consolidated subsidiaries at the dates indicated and the results of operations, changes in shareholders’ equity and cash flows of the Company and its consolidated subsidiaries for the periods specified and (ii) were prepared in conformity with GAAP applied on a consistent basis throughout the periods involved. The supporting schedules, if any, included in the Notes Disclosure Package presented fairly in accordance with GAAP the information required to be stated therein, and the selected financial data and the summary financial information included in the Notes Disclosure Package presented fairly in all material respects the information shown therein and were compiled on a basis consistent with that of the audited financial statements included in the Notes Disclosure Package. The Company has heretofore made available to Parent a complete and correct copy of the Notes Disclosure Package (other than final pricing term sheets and any other written communications concerning the solicitation, purchases of, or offering of the Notes that are not within the possession of the Company). The solicitation, issuance, and sale of the Notes complied in all material respects with Statement the applicable requirements of Position 97the Exchange Act and the Securities Act including with respect to qualifying for the exemptions from registration provided for in Section 4(2) of the Securities Act. (c) Since the enactment of the ▇▇▇▇▇▇▇▇-2 (Software Revenue Recognition)▇▇▇▇▇ Act of 2002, the Company has been and is in compliance in all material respects with the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, as amended amended, and related rules and regulations promulgated thereunder (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002”). (d) There are no outstanding loans made by Statement the Company or any of Position 9804its Subsidiaries to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of the Company. Since the enactment of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, neither the Company nor any of its Subsidiaries has made any loans to any executive officer or director of the Company or any of its Subsidiaries. (e) The management of the Company (i) has established and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) to ensure that all information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is timely accumulated and communicated to the individuals responsible for the preparation of the Company’s filings with and submissions to the SEC and all other public disclosure documents within the time periods specified in the rules and forms of the SEC and sufficiently in advance of the date on which filings or submissions are required to be made to allow timely decisions to be made regarding required disclosures; (ii) has established and maintains internal controls over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) to ensure the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including without limitation such policies and procedures specified in Rule 14a-15(f)(1)-(3) of the Exchange Act; and (iii) has disclosed, based on its most recent evaluation, to the Company’s outside auditors and the audit committee of the Company Board (A) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial data and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. A summary of any and all disclosures made by management to the Company’s auditors and audit committee has previously been made available to Parent. To the Company’s knowledge, there is no reason to believe that its auditors and its Chief Executive Officer and Chief Financial Officer will not be able to give the certification and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 when next due. (f) Since June 1, 2003, (i) neither the Company nor any of its Subsidiaries nor, to the Company’s knowledge, any director, officer, employee, auditor, accountant or representative of the Company or any of its Subsidiaries has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any of its Subsidiaries or their respective internal accounting controls, including any complaint, allegation, assertion or claim that the Company or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (ii) no attorney representing the Company or any of its Subsidiaries, whether or not employed by the Company or any of its Subsidiaries, has reported evidence of a violation of securities Laws, breach of fiduciary duty or similar violation by the Company, any of its Subsidiaries or any of their respective officers, directors, employees or agents to the Company Board or any committee thereof or to any director or officer of the Company.

SEC Reports and Financial Statements. The (a) Except as set forth on Section 3.07(a) of the Company Disclosure Schedule, the Company has filed or furnished, as the case may be, all forms, reports, statements, schedules and other documents (the “SEC Reports”) with the Securities and Exchange Commission (the "“SEC"), and has heretofore made available to Parent true and complete copies of, all forms, reports, schedules, statements and other documents ”) required to be filed or furnished, as the case may be, by it pursuant to the federal securities laws and its Subsidiaries since June 1the SEC rules and regulations thereunder. The SEC Reports (i) were prepared in all material respects in accordance with the requirements of the Securities Act, 1995 under the Exchange Act and the Securities Act published rules and regulations of 1933the SEC thereunder, each as amended applicable to such SEC Reports and (the "Securities Act"ii) (as such documents have been amended since the time of their filing, collectively, the "Company SEC Documents"). As of their respective dates or, if amended, did not as of the date of the last such amendment, the Company SEC Documents, including, without limitation, any financial statements or schedules included therein (the "Company Financial Statements") (a) did not time they were filed contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (b) complied in all material respects with misleading, except to the applicable extent corrected prior to the date hereof by a subsequently filed SEC Report. No subsidiary of the Company is subject to the periodic reporting requirements of the Exchange Act Act. As of the date hereof, there are no material unresolved comments issued by the staff of the SEC with respect to any of the SEC Reports. (b) Each of the consolidated financial statements (including, in each case, any notes thereto) of the Company included in the SEC Reports, including any amendments or the Securities Actrestatements thereof filed or furnished, as the case may be, and prior to the applicable rules and regulations date of the SEC thereunder. The Company SEC Documents include all the documents that the Company was required to file with the SEC since June 1this Agreement, 1995. The Company Financial Statements have has been prepared from, and are in accordance with, the books and records of the Company and its consolidated Subsidiaries, comply in all material respects with applicable accounting requirements and in accordance with the published rules and regulations of the SEC with respect thereto, have been prepared (including Regulation S-X) and in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during throughout the periods involved indicated (except as may be indicated otherwise stated in such financial statements, including the notes thereto orrelated notes) and each fairly presents, in the case of the unaudited statementsall material respects, as permitted by Form 10-Q of the SEC) and present fairly the consolidated financial position and the consolidated position, results of operations and cash flows of the Company and its consolidated Subsidiaries subsidiaries as at the respective dates thereof or and for the respective periods presented indicated therein, except as otherwise set forth in the notes thereto (subject, in the case of unaudited statements, to the absence of complete footnote disclosure and to normal and recurring year-end adjustments, none of which, individually or in the aggregate, has had or could reasonably be expected to have a Company Material Adverse Effect). Except as set forth on Section 3.07(b) of the Company Disclosure Schedule, neither the Company nor any of its subsidiaries have any outstanding indebtedness for borrowed money. (c) Except as disclosed in Section 3.07(c) of the Company Disclosure Schedule, neither the Company nor any of its subsidiaries is subject to any liabilities or obligations of any kind or nature (whether accrued, absolute, contingent, determinable or otherwise), except liabilities set forth on the face of the December 31, 2004 balance sheet included in the Company’s report on Form 10-K for the year ended December 31, 2004, liabilities incurred in the ordinary course of business and consistent with past practice, liabilities incurred in connection with the Transactions and liabilities that have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (d) Except as set forth in Section 3.07(d) of the Company Disclosure Schedule, none of the Company or any of its subsidiaries is indebted to any director or officer of the Company or any of its subsidiaries (except for amounts due as normal salaries and bonuses or in reimbursement of ordinary business expenses and directors’ fees) and no such person is indebted to the Company or any of its subsidiaries, and there are no other transactions of the type required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC. (e) The Company has heretofore furnished or made available to Merger Sub a complete and correct copy of any amendments or modifications which have not received notice (written or oral) from andyet been filed with the SEC, if any, to its knowledge, is not under any review SEC Reports which previously have been filed by any Governmental Entity in connection with its revenue recognition policies and procedures. Without limiting the foregoing, for any period after December 31, 1998, the Company has complied in all material respects with Statement of Position 97-2 (Software Revenue Recognition), as amended by Statement of Position 9804the SEC pursuant to the Securities Act and the rules and regulations promulgated thereunder or the Exchange Act and the rules and regulations promulgated thereunder.

SEC Reports and Financial Statements. The Company (a) From January 1, 2013 through the date of this Agreement, Parent has filed with the Securities and Exchange Commission (the "SEC"), and has heretofore made available to Parent true and complete copies of, or furnished all material forms, reports, schedules, statements documents and other documents reports required to be filed or furnished prior to the date hereof by it them with the SEC (such forms, documents and its Subsidiaries since June 1, 1995 under reports the Exchange Act and the Securities Act of 1933, as amended (the "Securities Act") (as such documents have been amended since the time of their filing, collectively, the "Company “Parent SEC Documents"”). As of their respective dates dates, or, if amended, as of the date of (and giving effect to) the last such amendmentamendment made prior to the date hereof, the Company Parent SEC DocumentsDocuments complied in all material respects with the requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, includingthe Securities Act and the Exchange Act, without limitationas the case may be, any financial statements or schedules included therein (and the "Company Financial Statements") (a) did not contain applicable rules and regulations promulgated thereunder, and none of the Parent SEC Documents contained any untrue statement of a material fact or omit omitted to state a 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 were made, not misleading and misleading. (b) The consolidated financial statements (including all related notes and schedules) of Parent included in the Parent SEC Documents when filed complied as to form in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. The Company SEC Documents include all the documents that the Company was required to file with the SEC since June 1, 1995. The Company Financial Statements have been prepared from, and are in accordance with, the books and records of the Company and its consolidated Subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto in effect at the time of such filing and fairly present in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries, as at the respective dates thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity with GAAP (except, have been prepared in accordance with United States generally accepted accounting principles ("GAAP"the case of the unaudited statements, to the extent permitted by the SEC and as may be reflected therein or in the notes thereto) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) and present fairly the consolidated financial position and the consolidated results of operations and cash flows of the Company and its consolidated Subsidiaries as at the dates thereof or for the periods presented therein. The Company has not received notice (written or oral) from and, to its knowledge, is not under any review by any Governmental Entity in connection with its revenue recognition policies and procedures. Without limiting the foregoing, for any period after December 31, 1998, the Company has complied in all material respects with Statement of Position 97-2 (Software Revenue Recognitionthereto), as amended by Statement of Position 9804.

SEC Reports and Financial Statements. The Since January 1, 2009, the Company has filed or furnished all reports required to be filed or furnished by it with the United States Securities and Exchange Commission (the "“SEC"), and has heretofore made available ”) pursuant to Parent true and complete copies of, all forms, reports, schedules, statements and other documents required to be filed by it and its Subsidiaries since June 1, 1995 under the Exchange Act and the Securities Act of 1933, as amended (the "“Securities Act"”) (as such documents have been amended since the time date of their filing, collectively, the "“Company SEC Documents"”). As The Company SEC Documents, as of their respective dates orfiling dates, or if amended, as of the date of the last such amendment, did not, to the Company SEC DocumentsKnowledge of the Company, including, without limitation, any financial statements or schedules included therein (the "Company Financial Statements") (a) 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 therein, in light of the circumstances under which they were made, not misleading misleading. The audited consolidated financial statements and (b) complied unaudited consolidated interim financial statements of the Company included in the Company SEC Documents fairly present in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. The Company SEC Documents include all the documents that the Company was required to file with the SEC since June 1, 1995. The Company Financial Statements have been prepared from, and are in accordance with, the books and records consolidated financial position of the Company and its consolidated Subsidiaries, comply as at the respective dates thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods indicated (subject, in all material respects with applicable accounting requirements and with the published rules and regulations case of the SEC unaudited statements, to normal year-end audit adjustments and other adjustments described therein, including in the notes thereto) in conformity with respect theretoGAAP (except, have been prepared in accordance with United States generally accepted accounting principles ("GAAP"the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) and present fairly the consolidated financial position and the consolidated results of operations and cash flows of the Company and its consolidated Subsidiaries as at the dates thereof or for the periods presented therein. The Company has not received notice (written or oral) from and, to its knowledge, is not under any review by any Governmental Entity in connection with its revenue recognition policies and procedures. Without limiting the foregoing, for any period after December 31, 1998, the Company has complied in all material respects with Statement of Position 97-2 (Software Revenue Recognitionthereto), as amended by Statement of Position 9804.

SEC Reports and Financial Statements. The Company has Each form, report, schedule, registration statement and definitive proxy statement filed by Seller with the Securities and Exchange Commission SEC since December 31, 1997 (including Seller's Annual Report on Form 10-K for the year ended December 31, 1997) (as such documents have since the time of their filing been amended, the "SECSeller SEC Reports"), and has heretofore made available to Parent true and complete copies of, which include all forms, reports, schedules, statements and the documents (other documents than preliminary material) that Seller was required to be filed by it and its Subsidiaries file with the SEC since June 1such date, 1995 under as of their respective dates, complied in all material respects with the Exchange Act and requirements of the Securities Act of 1933, as amended (the "Securities Act") (as such documents have been amended since ), or the time Securities Exchange Act of their filing, collectively, the "Company SEC Documents"). As of their respective dates or, if amended1934, as of the date of the last such amendment, the Company SEC Documents, including, without limitation, any financial statements or schedules included therein amended (the "Company Financial StatementsExchange Act") (a) did not contain , as the case may be, and the rules and regulations of the SEC thereunder applicable to such Seller SEC Reports. None of Seller SEC Reports contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (b) complied in all material respects with the applicable requirements of the Exchange Act or the Securities Actmisleading, except for such statements, if any, as have been modified by subsequent filings prior to the case may be, and the applicable rules and regulations of the SEC thereunderdate hereof. The Company financial statements of Seller included in Seller SEC Documents include all the documents that the Company was required Reports comply as to file with the SEC since June 1, 1995. The Company Financial Statements have been prepared from, and are in accordance with, the books and records of the Company and its consolidated Subsidiaries, comply form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles as in effect from time to time in the United States ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-Q of under the SECExchange Act) and fairly present fairly in all material respects, the consolidated financial position of Seller and its subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows of the Company and its consolidated Subsidiaries as at the dates thereof or for the periods presented thereinthen ended, subject in the case of interim financial statements to normal year-end adjustments and except that the interim financial statements do not contain all of the footnote disclosures required by GAAP. The Company Since December 31, 1997, neither Seller nor any of its subsidiaries has not received notice incurred any liabilities or obligations, whether absolute, accrued, fixed, contingent, liquidated, unliquidated or otherwise and whether due or to become due, except (written i) as disclosed or oral) from and, to its knowledge, is not under any review by any Governmental Entity reflected in connection with its revenue recognition policies and procedures. Without limiting the foregoing, for any period Seller SEC Reports filed after December 31, 19981997 and prior to the date hereof, (ii) as incurred in connection with the Company has complied transactions contemplated or as provided by this Agreement, (iii) as incurred after December 31, 1997 in all material respects with Statement the ordinary course of Position 97-2 business, or (Software Revenue Recognition)iv) except as would not, as amended by Statement of Position 9804individually or in the aggregate, have a Material Adverse Effect.

SEC Reports and Financial Statements. The Company has filed with the Securities and Exchange Commission (the "SEC"), and has heretofore made available to Parent Buyer true and complete copies of, all forms, reports, schedules, statements and other documents (other than preliminary materials) required to be filed by it and its Subsidiaries since June 1, 1995 under the Exchange Act and or the Securities Act of 1933, as amended 1933 (the "Securities ActSECURITIES ACT") (as such documents have been amended since the time of their filingforms, collectivelyreports, the "Company SEC Documents"). As of their respective dates orschedules, if amendedstatements and other documents, as of the date of the last such amendment, the Company SEC Documents, including, without limitation, including any financial statements or schedules included therein (therein, are referred to as the "Company Financial StatementsCOMPANY SEC DOCUMENTS") . The Company SEC Documents, at the time filed, except to the extent subsequently amended and on file with the SEC, (a) 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 therein, in light of the circumstances under which they were made, not misleading misleading, and (b) complied in all material respects with the applicable requirements of the Exchange Act or and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. The Except to the extent revised or superseded by a subsequently filed Company SEC Document, the Company SEC Documents include all the documents that the Company was and such press release do not contain an untrue statement of a material fact or omit to state a material fact required to file with be stated or incorporated by reference therein or necessary in order to make the SEC since June 1statements therein, 1995in light of the circumstances under which they were made, not misleading. The Company Financial Statements have been prepared from, and are in accordance with, the books and records financial statements of the Company included in the Company SEC Documents, as well as the Company's financial statements as of and its consolidated Subsidiariesfor the twelve months ended January 31, 2001 (the "BALANCE SHEET DATE") heretofore delivered to Buyer, as of the dates thereof comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form Rule 10-Q 01 of Regulation S-X promulgated by the SEC) and fairly present fairly (subject, in the case of the unaudited statements, to normal, recurring audit adjustments, none of which will be material) the consolidated financial position and the consolidated results of operations and cash flows of the Company and its consolidated Subsidiaries subsidiaries as at the dates thereof or and the consolidated results of their operations and cash flows for the periods presented thereinthen ended. The Company has not received notice (written None of the Company's subsidiaries is required to file any forms, reports, schedules, statements or oral) from and, to its knowledge, is not under any review by any Governmental Entity in connection other documents with its revenue recognition policies and procedures. Without limiting the foregoing, for any period after December 31, 1998, the Company has complied in all material respects with Statement of Position 97-2 (Software Revenue Recognition), as amended by Statement of Position 9804SEC.

SEC Reports and Financial Statements. The Company has delivered to Parent prior to the execution of this Agreement a true and complete copy of each form, report, schedule, registration statement, definitive proxy statement and other document (together with all amendments thereof and supplements thereto) filed by the Company or any of its Subsidiaries with the Securities and Exchange Commission SEC since August 1, 1993 (as such documents have since the time of their filing been amended or supplemented, the "SECCompany SEC Reports"), and has heretofore made available to Parent true and complete copies of, which are all forms, reports, schedules, statements and the documents (other documents required to be filed by it than preliminary material) that the Company and its Subsidiaries were required to file with the SEC since June 1such date. As of their respective dates, 1995 under the Exchange Act and Company SEC Reports (i) complied as to form in all material respects with the requirements of the Securities Act of 1933, as amended amended, and the rules and regulations thereunder (the "Securities Act") (as such documents have been amended since ), or the time of their filing, collectively, the "Company SEC Documents"). As of their respective dates or, if amendedExchange Act, as of the date of the last such amendmentcase may be, the Company SEC Documents, including, without limitation, any financial statements or schedules included therein and (the "Company Financial Statements") (aii) 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 therein, in light of the circumstances under which they were made, not misleading misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements (bincluding, in each case, the notes, if any, thereto) included in the Company SEC Reports (the "Company Financial Statements") complied as to form in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. The Company SEC Documents include all the documents that the Company was required to file with the SEC since June 1, 1995. The Company Financial Statements have been prepared from, and are in accordance with, the books and records of the Company and its consolidated Subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto or, in the case of the and except with respect to unaudited statements, statements as permitted by Form 10-Q of the SEC) and fairly and accurately present fairly (subject, in the case of the unaudited interim financial statements, to normal, recurring year-end audit adjustments (which are not expected to be, individually or in the aggregate, materially adverse to the Company and its Subsidiaries taken as a whole)) the consolidated financial position and the consolidated results of operations and cash flows of the Company and its consolidated Subsidiaries subsidiaries as at the respective dates thereof or and the consolidated results of their operations and cash flows for the respective periods presented thereinthen ended. The Company has not received notice (written or oral) from and, to its knowledge, is not under any review by any Governmental Entity Except as set forth in connection with its revenue recognition policies and procedures. Without limiting the foregoing, for any period after December 31, 1998, Section 4.05 of the Company has complied Disclosure Letter, each Subsidiary of the Company is treated as a consolidated subsidiary of the Company in the Company Financial Statements for all material respects with Statement of Position 97-2 (Software Revenue Recognition), as amended by Statement of Position 9804periods covered thereby.

SEC Reports and Financial Statements. The Company (a) OrthAlliance has timely filed with the Securities and Exchange Commission (the "SEC"), and has heretofore made available to Parent true and complete copies of, SEC all forms, reports, schedules, forms, registration statements, proxy statements, information statements and other documents (including all exhibits, post-effective amendments and supplements) required to be filed by it and its Subsidiaries OrthAlliance with the SEC since June January 1, 1995 under the Exchange Act and the Securities Act of 1933, as amended 1998 (the "Securities Act") (as such documents have been amended since the time of their filing, collectively, the "Company OrthAlliance SEC DocumentsReports"), all of which OrthAlliance SEC Reports, as amended if applicable, complied when filed in all material respects with all applicable requirements of the appropriate act and the rules and regulations thereunder. OrthAlliance has previously delivered or made available to OCA copies (including all exhibits, post-effective amendments and supplements) of the OrthAlliance SEC Reports. None of OrthAlliance's Subsidiaries is or has been required to file any reports, schedules, forms, registration statements, proxy statements, information statements or other documents with the SEC. As of their respective dates or, if amended, as of the date of the last such amendmentdates, the Company OrthAlliance SEC Documents, including, without limitation, any financial statements or schedules included therein (the "Company Financial Statements") (a) 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 in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and misleading. (b) complied The audited consolidated financial statements and unaudited interim consolidated financial statements of OrthAlliance included in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, and the applicable rules and regulations of the OrthAlliance SEC thereunder. The Company SEC Documents include all the documents that the Company was required to file with the SEC since June 1, 1995. The Company Financial Statements have been prepared from, and are in accordance withReports (collectively, the books and records of the Company and its consolidated Subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been "OrthAlliance Financial Statements") were prepared in accordance with United States generally accepted accounting principles ("GAAP") GAAP consistently applied on a consistent basis during throughout the periods involved (except as may be indicated therein or in the notes thereto orthereto) and fairly present in all material respects the consolidated financial position of OrthAlliance and its Subsidiaries as of the dates thereof and the results of their operations and their cash flows for the periods then ended, subject, in the case of the unaudited interim financial statements, as permitted by Form 10to normal year-Q of the SEC) end and present fairly the consolidated financial position audit adjustments and the consolidated results of operations and cash flows of the Company and its consolidated Subsidiaries as at the dates thereof or for the periods presented any other adjustments described therein. The Company has not received notice (written or oral) from and, to its knowledge, is not under any review by any Governmental Entity in connection with its revenue recognition policies and procedures. Without limiting the foregoing, for any period after December 31, 1998, the Company has complied in all material respects with Statement of Position 97-2 (Software Revenue Recognition), as amended by Statement of Position 9804.

SEC Reports and Financial Statements. The (a) From December 28, 2012 through the date of this Agreement, the Company has filed with the Securities and Exchange Commission (the "SEC"), and has heretofore made available to Parent true and complete copies of, or furnished all forms, reports, schedules, statements documents and other documents reports required to be filed or furnished prior to the date hereof by it with the SEC (such forms, documents and its Subsidiaries since June 1, 1995 under the Exchange Act and the Securities Act of 1933, as amended (the "Securities Act") (as such documents have been amended since the time of their filing, collectivelyreports, the "“Company SEC Documents")”) on a timely basis. As of their respective dates dates, or, if amended, as of the date of (and giving effect to) the last such amendment, the Company SEC DocumentsDocuments complied in all material respects with the requirements of the Securities Act and the Exchange Act, includingas the case may be, without limitationand the applicable rules and regulations promulgated thereunder, any financial statements or schedules included therein (and none of the "Company Financial Statements") (a) did not contain SEC Documents contained any untrue statement of a material fact or omit omitted to state a 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 were made, not misleading misleading. As of the date hereof, (i) there are no material outstanding or unresolved written comments from the SEC with respect to the SEC Reports, and (ii) to the knowledge of the Company, none of the Company SEC Reports is subject to ongoing SEC review. No Company Subsidiary is required to file any form, report or other document with the SEC. (b) The consolidated financial statements (including all related notes and schedules) of the Company included in the Company SEC Documents when filed complied as to form in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. The Company SEC Documents include all the documents that the Company was required to file with the SEC since June 1, 1995. The Company Financial Statements have been prepared from, and are in accordance with, the books and records of the Company and its consolidated Subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto in effect at the time of such filing and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries, as at the respective dates thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto, have been prepared ) in accordance conformity with United States generally accepted accounting principles Generally Accepted Accounting Principles ("“GAAP"”) (except, in the case of the unaudited statements, to the extent permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto orthereto). Since January 1, 2013, there has been no change in the case Company’s accounting policies or methods of making accounting estimates or changes in estimates that are material to the unaudited Company’s financial statements, except as permitted by Form 10-Q of the SEC) and present fairly the consolidated financial position and the consolidated results of operations and cash flows of described in the Company and its consolidated Subsidiaries SEC Documents or as at the dates thereof or for the periods presented thereinrequired by an applicable Governmental Entity. The Company has not received notice (written or oral) from and, to its knowledge, is not under any review by any Governmental Entity reserves reflected in connection the Company’s financial statements are in accordance with its revenue recognition policies and procedures. Without limiting the foregoing, for any period after December 31, 1998, the Company has complied GAAP in all material respects with Statement of Position 97-2 (Software Revenue Recognition), as amended by Statement of Position 9804and have been calculated in a consistent manner in all material respects.

SEC Reports and Financial Statements. (a) The Company has filed with the Securities and Exchange Commission (the "SEC"), and has heretofore delivered or made available to Parent a true and complete copies ofcopy of each form, all formsreport, reportsschedule, schedulesregistration statement, statements definitive proxy statement and other documents required to be document (together with all amendments thereof and supplements thereto) filed by it and the Company or any of its Subsidiaries with the SEC since June 1November 21, 1995 under the Exchange Act and the Securities Act of 1933, as amended (the "Securities Act") 1997 (as such documents have been amended since the time of their filing, collectivelyfiling been amended or supplemented, the "Company SEC DocumentsReports"), which are all the documents (other than preliminary materials) that the Company and its Subsidiaries were required to file with the SEC since such date. As of their respective dates or, if amended, as of the date of the last such amendmentdates, the Company SEC DocumentsReports (i) complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, includingif applicable, without limitationas the case may be, any financial statements or schedules included therein and (the "Company Financial Statements") (aii) 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 therein, in light of the circumstances under which they were made, not misleading misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements (bincluding, in each case, the notes, if any, thereto) of the Company included in the Company SEC Reports (the "Company Financial Statements") complied as to form in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. The Company SEC Documents include all the documents that the Company was required to file with the SEC since June 1, 1995. The Company Financial Statements have been prepared from, and are in accordance with, the books and records of the Company and its consolidated Subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with United States U.S. generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto or, in the case of the and except with respect to unaudited statements, statements as permitted by Form 10-Q of the SEC) and fairly present fairly (subject, in the case of the unaudited interim financial statements, to normal, recurring year-end audit adjustments (which are not expected to be, individually or in the aggregate, materially adverse to the Company and its Subsidiaries taken as a whole)) the consolidated financial position and the consolidated results of operations and cash flows of the Company and its consolidated Subsidiaries subsidiaries as at the respective dates thereof or and the consolidated results of their operations and cash flows for the respective periods presented thereinthen ended. The Company has not received notice (written or oralExcept as set forth in Section 4.5(a) from and, to its knowledge, is not under any review by any Governmental Entity in connection with its revenue recognition policies and procedures. Without limiting the foregoing, for any period after December 31, 1998, of the Company Disclosure Letter, each Subsidiary of the Company is treated as a consolidated subsidiary of the Company in the Company Financial Statements for all periods covered thereby. (b) Except as set forth in the Company SEC Reports or Section 4.5(b) of the Company Disclosure Letter, neither the Company nor any of its Subsidiaries has complied in all material respects with Statement any liability or obligation of Position 97-2 any nature (Software Revenue Recognitionwhether accrued, absolute, contingent or otherwise), as amended by Statement except for liabilities and obligations incurred in the ordinary course of Position 9804business consistent with past practice since June 30, 1999 which could not reasonably be expected to, individually or in the aggregate, have a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries is in default in respect of the material terms and conditions of any indebtedness or other agreement which could, individually or in the aggregate, be expected to have a Company Material Adverse Effect.

SEC Reports and Financial Statements. The Company Parent has filed with the Securities and Exchange Commission (the "SEC"), and has heretofore made available to Parent the Company, true and complete copies of, of all forms, reports, schedules, statements and other documents required to be filed by it and its Subsidiaries since June January 1, 1995 1996, under the Exchange Act and or the Securities Act of 1933, as amended (the "Securities Act") (as such documents have been amended since the time of their filing, collectively, the "Company Parent SEC Documents"). As of their respective dates ordates, or if amended, as of the date of the last such amendment, the Company Parent SEC Documents, including, without limitation, any financial statements or schedules included therein (the "Company Financial Statements") (a) 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 light of the circumstances under which they were made, not misleading and (b) complied in all material respects with the applicable requirements of the Exchange Act or and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. The Company SEC Documents include all the documents that the Company was None of Parent's Subsidiaries is required to file any forms, reports or other documents with the SEC since June 1, 1995SEC. The Company financial statements included in the Parent SEC Documents (the "Parent Financial Statements Statements") (i) have been prepared from, and are in accordance with, the books and records of the Company Parent and its consolidated Subsidiaries, (ii) comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, (iii) have been prepared in accordance with United States generally accepted accounting principles ("GAAP") GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-Q of the SECthereto) and (iv) fairly present fairly in all material respects the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company Parent and its consolidated Subsidiaries as at of the dates thereof or times and for the periods presented referred to therein. The Company has not received notice (written or oral) from and, to its knowledge, is not under any review by any Governmental Entity in connection with its revenue recognition policies and procedures. Without limiting the foregoing, for any period after December 31, 1998, the Company has complied in all material respects with Statement of Position 97-2 (Software Revenue Recognition), as amended by Statement of Position 9804.

SEC Reports and Financial Statements. The (a) Since January 4, 2010, the Company has timely filed with the Securities and Exchange Commission (the "SEC"), and has heretofore made available to Parent true and complete copies of, SEC all forms, reports, schedules, registration statements, definitive proxy statements and other documents (collectively, including all exhibits thereto, the “Company SEC Reports”) required to be filed by it and its Subsidiaries since June 1, 1995 under the Exchange Act and Company with the Securities Act of 1933, as amended (the "Securities Act") (as such documents have been amended since the time of their filing, collectively, the "Company SEC Documents")SEC. As of their respective dates orfiling dates, if amended, as of and giving effect to any amendments or supplements thereto filed prior to the date of the last such amendmentthis Agreement, the Company SEC DocumentsReports complied in all material respects as to form with the requirements of the Securities Act, includingthe Exchange Act, without limitationand the respective rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Reports, any financial statements or schedules included therein (and none of the "Company Financial Statements") (a) did not contain SEC Reports contained any untrue statement of a material fact or omit omitted to state a any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and misleading. None of the Company Subsidiaries is required to file any forms, reports or other documents with the SEC pursuant to the Exchange Act. (b) complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, The consolidated balance sheets and the applicable rules related consolidated statements of income, stockholders’ equity and regulations of cash flows (including, in each case, any related notes and schedules thereto) (collectively, the SEC thereunder. The Company SEC Documents include all the documents that the Company was required to file with the SEC since June 1, 1995. The “Company Financial Statements have been prepared from, and are in accordance with, the books and records Statements”) of the Company and its consolidated Subsidiaries, contained in the Company SEC Reports comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance conformity with United States generally accepted accounting principles GAAP ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto orexcept, 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 otherwise noted therein or to the extent required by GAAP) and present fairly in all material respects the consolidated financial position and the consolidated results of operations and cash flows of the Company and its consolidated the Company Subsidiaries as at of the dates thereof or for the periods presented thereintherein (subject, in the case of unaudited statements, to normal year-end adjustments). Except as reflected in the Company Financial Statements or for liabilities incurred since January 2, 2012 in the ordinary course of business, neither the Company nor any of the Company Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated balance sheet of the Company and the Company Subsidiaries or in the notes thereto, which, individually or in the aggregate, has had a Company Material Adverse Effect. As of the date hereof, there are no material outstanding or unresolved comments in comment letters from the SEC staff with respect to any of the Company SEC Reports. To the Knowledge of the Company, as of the date hereof, none of the Company SEC Reports is the subject of ongoing SEC review, outstanding SEC comment or outstanding SEC investigation. (c) With respect to each annual report on Form 10-K, each quarterly report on Form 10-Q and each amendment of any such report included in the Company SEC Reports filed since January 4, 2010, the principal executive officer and principal financial officer of the Company (or each former principal executive officer and each former principal financial officer of the Company) have made all certifications required by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (d) The Company’s system of internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) is sufficient in all material respects to provide reasonable assurance (i) that transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles in the United States, (ii) that receipts and expenditures are executed in accordance with the authorization of management, (iii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s assets that would materially affect the Company’s financial statements, and (iv) regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. No significant deficiency or material weakness was identified in management’s assessment of internal controls as of January 2, 2012 (nor has any such deficiency or weakness been identified between that date and the date of this Agreement). (e) The Company’s “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) are reasonably designed to ensure that (i) all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Securities Act is recorded, processed, summarized and reported to the individuals responsible for preparing such reports within the time periods specified in the rules and forms of the SEC, and (ii) all such information is accumulated and communicated to the Company’s management or to other individuals responsible for preparing such reports as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the principal executive officer and principal financial officer of the Company required under the Exchange Act with respect to such reports. (f) The Company has not received notice (written or oral) from and, to its knowledge, is not under any review by any Governmental Entity in connection with its revenue recognition policies and procedures. Without limiting the foregoing, for any period after December 31, 1998, the Company has complied compliance in all material respects with Statement all current listing and corporate governance requirements of Position 97Nasdaq, and is in compliance in all material respects with all rules, regulations and requirements of the ▇▇▇▇▇▇▇▇-2 (Software Revenue Recognition), as amended by Statement of Position 9804▇▇▇▇▇ Act.

SEC Reports and Financial Statements. (a) The Company has filed with the Securities and Exchange Commission (the "SEC"), and has heretofore made available to Parent true and complete copies of, SEC all forms, reports, schedules, statements and other documents required to be filed by it and its Subsidiaries since June January 1, 1995 under the Exchange Act and the Securities Act of 1933, as amended 2001 (the "Securities Act") (as such documents have been amended since the time of their filing, collectivelytogether with all information incorporated therein by reference, the "Company SEC Documents"). As The Company SEC Documents as of their respective dates or, if amended, as of the date of the last such amendment, the Company SEC Documents, including, without limitation, any financial statements or schedules included therein (the "Company Financial Statements") (ai) 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 therein, in light of the circumstances under which they were made, not misleading misleading; and (bii) complied in all material respects with the applicable requirements of the Exchange Act or and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. No Subsidiary of the Company is required to make any filings with the SEC. (b) The consolidated financial statements of the Company included in the Company SEC Documents include all the documents that the Company was required to file with the SEC since June 1, 1995. The Company Financial Statements have been prepared from, and are in accordance with, the books and records of the Company and its consolidated Subsidiaries, comply complied in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with United States generally accepted accounting principles ("GAAP") GAAP applied on a consistent basis during the periods involved indicated (except as may be indicated in the notes thereto orthereto) and fairly presented (subject, in the case of the unaudited statements, as permitted by Form 10-Q of the SECto normal, recurring audit adjustments not material in amount) and present fairly the consolidated financial position and the consolidated results of operations and cash flows of the Company and its consolidated Subsidiaries as at the dates thereof or and the consolidated results of their operations and cash flows for the periods presented thereinthen ended. Since January 1, 2001, there has been no material change in the Company's accounting methods or principles that would be required to be disclosed in the Company's financial statements in accordance with GAAP, except as described in the notes to such Company financial statements. (c) The Company has heretofore made available to Parent a complete and correct copy of any amendments or modifications, which are required to be filed with the SEC but have not yet been filed with the SEC, to (i) agreements, documents or other instruments which previously have been filed by the Company with the SEC pursuant to the Exchange Act and (ii) the Company SEC Documents themselves. The Company has not received notice (written or oral) from and, responded to its knowledge, is not under any review by any Governmental Entity in connection with its revenue recognition policies and procedures. Without limiting all comment letters of the foregoing, for any period after December 31, 1998, Staff of the SEC relating to the Company SEC Documents, and the SEC has complied in not asserted that any of such responses are inadequate, insufficient or otherwise non-responsive. The Company has heretofore made available to Parent true, correct and complete copies of all material respects correspondence with Statement of Position 97-2 (Software Revenue Recognition)the SEC occurring since January 1, as amended by Statement of Position 98042001.

SEC Reports and Financial Statements. The Company has delivered to Harsco prior to the execution of this Agreement a true and complete copy of each form, report, schedule, registration statement, definitive proxy statement and other document (together with all amendments thereof and supplements thereto) filed by the Company with the Securities and Exchange Commission SEC since December 2, 1997 (as such documents have since the time of their filing been amended or supplemented, the "SECCompany SEC Reports"), and has heretofore made available to Parent true and complete copies of, which are all forms, reports, schedules, statements and the documents (other documents than preliminary material) that the Company was required to be filed by it and its Subsidiaries file with the SEC since June 1such date. As of their respective dates, 1995 under the Exchange Act and Company SEC Reports (i) complied as to form in all material respects with the requirements of the Securities Act of 1933, as amended amended, and the rules and regulations thereunder (the "Securities Act") (as such documents have been amended since ), or the time of their filing, collectively, the "Company SEC Documents"). As of their respective dates or, if amendedExchange Act, as of the date of the last such amendmentcase may be, the Company SEC Documents, including, without limitation, any financial statements or schedules included therein and (the "Company Financial Statements") (aii) 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 therein, in light of the circumstances under which they were made, not misleading misleading. The audited financial statements and unaudited interim financial statements (bincluding, in each case, the notes, if any, thereto) included in the Company SEC Reports (the "Company Financial Statements") complied as to form in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. The Company SEC Documents include all the documents that the Company was required to file with the SEC since June 1, 1995. The Company Financial Statements have been prepared from, and are in accordance with, the books and records of the Company and its consolidated Subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto or, in the case of the and except with respect to unaudited statements, statements as permitted by Form 10-Q of the SEC) and fairly present fairly (subject, in the consolidated case of the unaudited interim financial statements, to normal, recurring year-end audit adjustments which are not expected to be, individually or in the aggregate, materially adverse to the Company) the financial position of the Company as at the respective dates thereof and the consolidated results of its operations and cash flows of the Company and its consolidated Subsidiaries as at the dates thereof or for the respective periods presented therein. The Company has not received notice (written or oral) from and, to its knowledge, is not under any review by any Governmental Entity in connection with its revenue recognition policies and procedures. Without limiting the foregoing, for any period after December 31, 1998, the Company has complied in all material respects with Statement of Position 97-2 (Software Revenue Recognition), as amended by Statement of Position 9804then ended.

SEC Reports and Financial Statements. The Company and each of its subsidiaries has filed with the Securities and Exchange Commission (the "SEC"), and has heretofore made available to Parent Purchaser true and complete copies of, all forms, reports, schedules, statements and other documents required to be filed by it and since its Subsidiaries since June 1, 1995 formation under the Exchange Act and or the Securities Act of 1933, as amended (the "Securities Act") (such forms, reports, schedules, statements and other documents, including any financial statements or schedules included therein, are referred to as such documents have been amended since the time of their filing, collectively, the "Company SEC Documents"). As of their respective dates or, if amended, as of the date of the last such amendment, the The Company SEC Documents, includingat the time filed, without limitation, any financial statements or schedules included therein (the "Company Financial Statements") (a) 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 therein, in light of the circumstances under which they were made, not misleading and (b) complied in all material respects with the applicable requirements of the Exchange Act or and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. The Except to the extent that information contained in any Company SEC Document has been revised or superseded by a subsequently filed Company Filed SEC Document (as defined herein) (a copy of which has been made available to Purchaser prior to the date hereof), none of the Company SEC Documents include all the documents that the Company was contains an untrue statement of a material fact or omits to state a material fact required to file with be stated or incorporated by reference therein or necessary in order to make the SEC since June 1statements therein, 1995in light of the circumstances under which they were made, not misleading. The Company Financial Statements have been prepared from, and are in accordance with, the books and records financial statements of the Company and its consolidated Subsidiaries, included in the Company SEC Documents comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) and fairly present fairly (subject, in the case of the unaudited statements, to normal, recurring audit adjustments) the consolidated financial position and the consolidated results of operations and cash flows of the Company and its consolidated Subsidiaries subsidiaries as at the dates thereof or and the consolidated results of their operations and cash flows for the periods presented therein. The Company has not received notice (written or oral) from and, to its knowledge, is not under any review by any Governmental Entity in connection with its revenue recognition policies and procedures. Without limiting the foregoing, for any period after December 31, 1998, the Company has complied in all material respects with Statement of Position 97-2 (Software Revenue Recognition), as amended by Statement of Position 9804then ended.

SEC Reports and Financial Statements. The Company has filed with the Securities and Exchange Commission (the "SEC"), and has heretofore made available to Parent Parent, true and complete copies of, all forms, reports, schedules, statements and other documents required to be filed by it and its Subsidiaries since June January 1, 1995 under the Exchange Act and the Securities Act of 1933, as amended (the "Securities Act") or the Exchange Act (as such documents have been amended since the time of their filing, collectively, the "Company SEC Documents"). As of their respective dates or, if amended, as of the date of the last such amendment, the Company SEC Documents, including, without limitation, any financial statements or schedules included therein (the "Company Financial Statements") (a) 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 therein, in light of the circumstances under which they were made, not misleading and (b) complied in all material respects with the applicable requirements of the Exchange Act or and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. None of the Company's subsidiaries is required to file any forms, reports or other documents with the SEC. The financial statements of the Company included in the Company SEC Documents include all the documents that the Company was required to file with the SEC since June 1, 1995. The Company Financial Statements have been prepared from, and are in accordance with, the books and records of the Company and its consolidated Subsidiariessubsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-Q of the SECthereto) and fairly present fairly the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated Subsidiaries subsidiaries as at of the respective dates thereof or and for the respective periods presented indicated therein. The Company has not received notice (written or oral) from and, to its knowledge, is not under any review by any Governmental Entity in connection with its revenue recognition policies and procedures. Without limiting None of the foregoing, for any period after December 31, 1998, subsidiaries of the Company has complied in all material respects with Statement is subject to the informational reporting requirements of Position 97-2 (Software Revenue Recognition), as amended by Statement Section 13 of Position 9804the Exchange Act.

SEC Reports and Financial Statements. The Company (a) Parent has filed with the Securities and Exchange Commission (the "SEC"), and has heretofore made available to Parent true and complete copies of, SEC all forms, reports, schedules, statements and other documents required to be filed by it and its Subsidiaries since June January 1, 1995 under 2004 (together with all information incorporated herein by reference together with all information incorporated herein by reference, the Exchange Act and the Securities Act of 1933, as amended (the "Securities Act") (as such documents have been amended since “Parent SEC Documents”). At the time of their filing, collectivelyrespective filing dates, the "Company Parent SEC Documents"). As of their respective dates or, if amended, as of the date of the last such amendment, the Company SEC Documents, including, without limitation, any financial statements or schedules included therein Documents (the "Company Financial Statements") (ai) 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 therein, in light of the circumstances under which they were made, not misleading and (bii) complied in all material respects with the applicable requirements of the Exchange Act or and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. The Company No Subsidiary of the Parent is required to make any filings with the SEC. (b) Except to the extent expressly stated therein, each of the consolidated financial statements of Parent included in the Parent SEC Documents include all the documents that the Company was required to file with the SEC since June 1, 1995. The Company Financial Statements have been prepared from, and are in accordance with, the books and records of the Company and its consolidated Subsidiaries, comply complied in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with United States generally accepted accounting principles ("GAAP") GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto orthereto) and fairly present in all material respects (subject, in the case of the unaudited statements, as permitted by Form 10-Q of the SECto normal, recurring audit adjustments not material in amount) and present fairly the consolidated financial position and the consolidated results of operations and cash flows of the Company Parent and its consolidated Subsidiaries as at the dates thereof or and the consolidated results of their operations and cash flows for the periods presented thereinthen ended. The Since January 1, 2004, there has been no change in Parent’s accounting methods or principles that would be required to be disclosed in Parent’s financial statements in accordance with GAAP, except as described in the notes to such Company has not received notice (written or oral) from and, to its knowledge, is not under any review by any Governmental Entity in connection with its revenue recognition policies and procedures. Without limiting the foregoing, for any period after December 31, 1998, the Company has complied in all material respects with Statement of Position 97-2 (Software Revenue Recognition), as amended by Statement of Position 9804financial statements.

SEC Reports and Financial Statements. (a) The Company has filed with the Securities SEC all forms and Exchange Commission (the "SEC"), and has heretofore made available to Parent true and complete copies of, all forms, reports, schedules, statements and other documents required to be filed by it and its Subsidiaries since June January 1, 1995 2002 under the Securities Exchange Act and the Securities Act of 19331934, as amended (together with the "Securities Act") (as such documents have been amended since the time of their filing, collectivelyrules and regulations thereunder, the "“Exchange Act”), including (a) its Annual Reports on Form 10-K for the years ended December 31, 2004, December 31, 2003 and December 31, 2002, respectively, (b) its Quarterly Report on Form 10-Q for the period ended March 31, 2005, (c) all proxy statements relating to meetings of shareholders of the Company since January 1, 2002 (in the form mailed to shareholders) and (d) all other forms, reports and registration statements filed by the Company with the SEC since January 1, 2002 (other than registration statements on Form S-8 or preliminary materials and registration statements in forms not declared effective). The documents described in clauses (a)-(c) above, as amended (whether filed before, on or after the date hereof), are referred to in this Agreement collectively as the “Company SEC Documents")”. As of their respective dates or, if amended, Except as of corrected in subsequent Company SEC Documents filed prior to the date of the last such amendmenthereof, the Company SEC Documents, including, without limitation, any including the financial statements or and schedules included therein and the documents incorporated by reference therein, (the "Company Financial Statements") (ax) 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 therein, in light of the circumstances under which they were made, not misleading and (by) complied in all material respects with the applicable requirements of the Exchange Act or and the Securities Act of 1933, as amended (together with the rules and regulations thereunder, the “Securities Act, ”) as the case may be, and the applicable rules and regulations of the SEC thereunder. . (b) The Company SEC Documents include all the documents that December 31, 2004 consolidated balance sheet of the Company was required to file and the related consolidated statements of income, changes in shareholders’ equity and cash flows (including, in each case, the related notes, where applicable), as reported in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004 filed with the SEC since June 1, 1995. The Company Financial Statements have been prepared fromunder the Exchange Act, and are in accordance with, the books and records unaudited consolidated balance sheets of the Company and its Subsidiaries (including the related notes, where applicable) as of March 31, 2005 and the related (i) unaudited consolidated Subsidiariesstatements of income for the three-month period then ended and (ii) unaudited consolidated statements of cash flows and changes in shareholders’ equity for the three-month period then ended (in each case including the related notes, comply where applicable), as reported in the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2005 filed with the SEC under the Exchange Act, fairly present, and the financial statements to be filed by the Company with the SEC after the date of this Agreement will fairly present (subject, in the case of unaudited statements, to recurring audit adjustments normal in nature and amount), in all material respects respects, the consolidated financial position and the results of the consolidated operations, cash flows and changes in shareholders’ equity of the Company and its Subsidiaries as of the respective dates or for the respective fiscal periods therein set forth; each of such statements (including the related notes, where applicable) complies, and the financial statements to be filed by the Company with the SEC after the date of this Agreement will comply, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto; and each of such statements (including the related notes, have been where applicable) has been, and the financial statements to be filed by the Company with the SEC after the date of this Agreement will be, prepared in accordance with United States generally accepted accounting principles ("“GAAP"”) consistently applied on a consistent basis during the periods involved (involved, except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) Q. The books and present fairly the consolidated financial position and the consolidated results of operations and cash flows records of the Company and its consolidated Subsidiaries as at have been, and are being, maintained in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions. PricewaterhouseCoopers LLP is an independent public accounting firm with respect to the dates thereof or for the periods presented therein. The Company and has not received notice (written resigned or oral) from and, to its knowledge, is not under any review by any Governmental Entity in connection with its revenue recognition policies and procedures. Without limiting been dismissed as independent public accountants of the foregoing, for any period after December 31, 1998, the Company has complied in all material respects with Statement of Position 97-2 (Software Revenue Recognition), as amended by Statement of Position 9804Company.

SEC Reports and Financial Statements. The Company has filed with the Securities and Exchange Commission (the "SEC"), and has heretofore made available to Parent true and complete copies of, SEC all forms, reports, schedules, registration statements and other documents definitive proxy statements required to be filed by it and its Subsidiaries since June 1the Company with the SEC from November 30, 1995 under 1997 until the Exchange Act and the Securities Act of 1933, as amended date hereof (the "Securities Act") (as such documents have been amended since the time of their filing, collectively, the "Company SEC DocumentsReports"). As of their respective dates or, if amended, as of the date of the last such 14 19 amendment, the Company SEC DocumentsReports, including, without limitation, any financial statements or schedules included therein therein, complied in all material respects with the requirements of the Exchange Act or the Securities Act of 1933, as amended (the "Company Financial StatementsSecurities Act") , and the rules and regulations of the SEC promulgated thereunder applicable, as the case may be, to such SEC Reports, and none of the SEC Reports (aas of the date of filing or effectiveness, as the case may be) did 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 and (b) complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereundermisleading. The Company SEC Documents include all the documents that the Company was required to file with the SEC since June 1, 1995. The Company Financial Statements have been prepared from, audited financial statements and are in accordance with, the books and records unaudited interim financial statements of the Company and its consolidated Subsidiaries, included in the SEC Reports comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles ("GAAP"except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto orthereto) and fairly present the consolidated financial condition of the Company and the Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of the unaudited statements, as permitted by Form 10to normal year-Q of the SEC) and present fairly the consolidated financial position and the consolidated results of operations and cash flows of the Company and its consolidated Subsidiaries as at the dates thereof or for the periods presented therein. The Company has not received notice (written or oral) from and, to its knowledge, is not under any review by any Governmental Entity in connection with its revenue recognition policies and procedures. Without limiting the foregoing, for any period after December 31, 1998, the Company has complied in all material respects with Statement of Position 97-2 (Software Revenue Recognitionend audit adjustments), as amended by Statement of Position 9804.

SEC Reports and Financial Statements. The Company has Each form, report, schedule, effective registration statement and definitive proxy statement filed by Buyer with the Securities and Exchange Commission (the "SEC") since December 31, 2003 (as such documents have since the time of their filing been amended, the "Buyer SEC Reports"), and has heretofore made available to Parent true and complete copies of, which include all forms, reports, schedules, statements and the documents (other documents than preliminary material) that Buyer was required to be filed by it and its Subsidiaries file with the SEC since June 1such date, 1995 under as of their respective dates, complied in all material respects with the Exchange Act and requirements of the Securities Act of 1933, as amended (the "Securities Act") (as such documents have been amended since ), or the time of their filing, collectively, the "Company SEC Documents"). As of their respective dates or, if amendedExchange Act, as the case may be, and the rules and regulations of the date SEC thereunder applicable thereto. None of the last such amendment, the Company Buyer SEC Documents, including, without limitation, any financial statements or schedules included therein (the "Company Financial Statements") (a) did not contain Reports contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (b) complied in all material respects with the applicable requirements of the Exchange Act or the Securities Actmisleading, except for such statements, if any, as have been modified by subsequent filings prior to the case may be, and the applicable rules and regulations of the SEC thereunderdate hereof. The Company SEC Documents include all the documents that the Company was required financial statements of Buyer included in such reports comply as to file with the SEC since June 1, 1995. The Company Financial Statements have been prepared from, and are in accordance with, the books and records of the Company and its consolidated Subsidiaries, comply form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved GAAP (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) and fairly present fairly (subject in the case of the unaudited statements, to normal, recurring audit and year-end adjustments) the consolidated financial position of Buyer as at the dates thereof and the consolidated results of their operations and cash flows of the Company and its consolidated Subsidiaries as at the dates thereof or for the periods presented thereinthen ended. The Company Since December 31, 2003, Buyer has not received notice incurred any liabilities or obligations, whether absolute, accrued, fixed, contingent, liquidated, unliquidated or otherwise and whether due or to become due, except (written or orali) from andas and to the extent set forth in the consolidated financial statements of Buyer as at December 31, to its knowledge2003 (including the notes thereto) (collectively, is not under any review by any Governmental Entity the "Buyer Financial Statements"), (ii) as incurred in connection with its revenue recognition policies and procedures. Without limiting the foregoingtransactions contemplated, for any period or as provided, by this Agreement, (iii) as incurred after December 31, 19982003 in the ordinary course of business and consistent with past practices, (iv) as described in the Company has complied SEC Reports or (v) as would not, individually or in all the aggregate, have a material respects with Statement of Position 97-2 (Software Revenue Recognition), as amended by Statement of Position 9804adverse effect.

SEC Reports and Financial Statements. The Company has (a) Lilis is considered to have timely filed with the Securities SEC all forms and Exchange Commission (the "SEC"), and has heretofore made available to Parent true and complete copies of, all forms, reports, schedules, statements and other documents required to be filed by it and its Subsidiaries since June 1November 30, 1995 2014 under the Exchange Act Act, including (i) its Annual Reports on Form 10-K, (ii) its Quarterly Reports on Form 10-Q, and (iii) all other forms, reports and registration statements required to be filed by Lilis with the Securities Act of 1933SEC since November 30, 2014. The documents described in the foregoing clauses (i)-(iii), in each case as amended (whether filed prior to, on or after the "Securities Act") (date of this Agreement), are referred to in this Agreement collectively as such documents have been amended since the time of their filing, collectively, the "Company “Lilis SEC Documents"). .” As of their respective dates or, if amendedamended and publicly available prior to the date of this Agreement, as of the date of the last such amendmentamendment with respect to those disclosures that are amended, the Company Lilis SEC Documents, including, without limitation, any including the financial statements and schedules provided therein or schedules included therein incorporated by reference therein, (the "Company Financial Statements") (ax) 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 therein, in light of the circumstances under which they were made, not misleading and (by) complied in all material respects with the applicable requirements of the Exchange Act or Act, the Securities Act, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and other applicable Laws as the case may be, and the applicable rules and regulations of the SEC thereunder. The Company SEC Documents include all Merger Sub is not subject to the documents that periodic reporting requirements of the Company was Exchange Act or required to file any form, report or other document with the SEC, any stock exchange or any other comparable Governmental Entity. (i) The December 31, 2014 balance sheet of Lilis (the “Lilis Balance Sheet”) and the related statements of operations, stockholders’ equity and cash flows (including, in each case, the related notes, where applicable), as reported in Lilis’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014 filed with the SEC since June 1under the Exchange Act, 1995. The Company Financial Statements have been prepared fromfairly present (within the meaning of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act), and are the financial statements to be filed by Lilis with the SEC after the date of this Agreement will fairly present (subject, in accordance withthe case of unaudited statements, the books to recurring audit adjustments normal in nature and records of the Company and its consolidated Subsidiariesamount), comply in all material respects respects, the financial position and the results of operations, cash flows and changes in stockholders’ equity of Lilis as of the respective dates or for the respective fiscal periods therein set forth; (ii) each of such statements (including the related notes, where applicable) complies, and the financial statements to be filed by Lilis with the SEC after the date of this Agreement will comply, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto; and (iii) each of such statements (including the related notes, have been where applicable) has been, and the financial statements to be filed by Lilis with the SEC after the date of this Agreement will be, prepared in accordance with United States generally accepted accounting principles ("GAAP") GAAP consistently applied on a consistent basis during the periods involved (involved, except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form Rule 10-Q 01 of Regulation S-X of the SEC) . The books and present fairly records of Lilis has been, and is being, maintained in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions. ▇▇▇▇ & Associates LLP was a registered public accounting firm for Lilis, as disclosed in the consolidated financial position Lilis SEC Documents. ▇▇▇▇▇▇ LLP is a registered public accounting firm for Lilis and the consolidated results of operations and cash flows has not resigned (or indicated that it declines to stand for re-appointment after completion of the Company current audit) or been dismissed as a registered public accounting firm for Lilis. (c) The exercise price of each Lilis Option has been no less than the fair market value of a share of Lilis Common Stock as determined on the date of grant of such Lilis Option and its consolidated Subsidiaries as at all grants of the dates thereof Lilis Options were validly issued and properly approved by the Lilis Board (or for a duly authorized committee or subcommittee thereof) in material compliance with applicable Law and recorded in Lilis’s financial statements referred to in Section 4.5(b) in accordance with GAAP, and no such grants involved any “back dating,” “forward dating” or similar practices with respect to the periods presented therein. The Company has not received notice (written or oral) from and, to its knowledge, is not under any review by any Governmental Entity in connection with its revenue recognition policies and procedures. Without limiting the foregoing, for any period after December 31, 1998, the Company has complied in all material respects with Statement effective date of Position 97-2 (Software Revenue Recognition), as amended by Statement of Position 9804grant.

SEC Reports and Financial Statements. The Company has To such Seller's knowledge, each form, report, schedule, registration statement and definitive proxy statement filed by NHP with the Securities and Exchange Commission (the "SEC"), and has heretofore made available to Parent true and complete copies of, all forms, reports, schedules, statements and other documents required to be filed by it and its Subsidiaries SEC since June 1August 14, 1995 under and prior to the Exchange Act and the Securities Act of 1933, as amended (the "Securities Act") date hereof (as such documents have been amended since prior to the time of their filing, collectivelydate hereof, the "Company NHP SEC DocumentsREPORTS"). As , as of their respective dates ordates, if amendedcomplied in all material respects with the applicable requirements of the Securities Act and the Exchange Act and the rules and regulations thereunder. To such Seller's knowledge, none of the NHP SEC Reports, as of the date of the last such amendmenttheir respective dates, the Company SEC Documents, including, without limitation, any financial statements contained or schedules included therein (the "Company Financial Statements") (a) did not contain contains any untrue statement of a material fact or omit omits to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading misleading, except for such statements, if any, as have been modified or superseded by subsequent filings prior to the date hereof. To such Seller's knowledge, the Sellers have made available to AIMCO true, accurate and (b) complied in complete copies of all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, and the applicable rules and regulations of the NHP SEC thereunderReports. The Company SEC Documents include all the documents that the Company was required to file with the SEC since June 1, 1995. The Company Financial Statements have been prepared from, and are in accordance with, the books and records consolidated financial statements of the Company NHP and its consolidated Subsidiaries, subsidiaries included in such reports comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during throughout the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited interim financial statements, as permitted by Form 10-Q of the SEC) and fairly present fairly (subject, in the case of the unaudited interim financial statements, to normal, year-end audit adjustments) the consolidated financial position of NHP and its subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows of the Company and its consolidated Subsidiaries as at the dates thereof or for the periods presented thereinthen ended. The Company has not received notice (written or oral) from and, to its To such Seller's knowledge, is not under since December 31, 1996, neither NHP nor any review by of its subsidiaries has incurred any Governmental Entity liabilities or obligations (whether absolute, accrued, fixed, contingent, liquidated, unliquidated or otherwise and whether due or to become due) of any nature, except liabilities, obligations or contingencies (a) which are reflected on the consolidated balance sheet of NHP and its subsidiaries as at December 31, 1996 (including the notes thereto) or (b) which (i) were incurred in connection with its revenue recognition policies and procedures. Without limiting the foregoing, for any period ordinary course of business after December 31, 19981996 and consistent with past practices, (ii) are disclosed in the NHP SEC Reports filed after December 31, 1996, or (iii) would not, individually or in the aggregate, have a Material Adverse Effect on NHP. To such Seller's knowledge, since August 14, 1995, NHP has timely filed with the SEC all forms, reports and other documents required to be filed prior to the date hereof, and no subsidiary of NHP has filed, or been required to file, any form, report or other document with the SEC, in each case, pursuant to the Securities Act, the Company Exchange Act or the rules and regulations thereunder. To such Seller's knowledge, since December 31, 1996, there has complied been no change in all material respects with Statement any of Position 97-2 the significant accounting (Software Revenue Recognition)including tax accounting) policies, as amended by Statement practices or procedures of Position 9804NHP or any subsidiary of NHP.

SEC Reports and Financial Statements. (a) The Company has filed with the Securities SEC all forms, reports, schedules, registration statements and Exchange Commission definitive proxy statements required to be filed by the Company with the SEC since January 1, 1994 (as they have been amended since the time of their filing, and including any documents filed as exhibits thereto, collectively, the "SECSEC Reports"), ) and has heretofore made available to Parent true complete and complete correct copies of, of all such forms, reports, schedules, registration statements, and proxy statements. As of their respective dates, the SEC Reports (including but not limited to any financial statements and other documents required to be filed or schedules included or incorporated by it and its Subsidiaries since June 1, 1995 under reference therein) complied in all material respects with the requirements of the Exchange Act and or the Securities Act of 1933, as amended (the "Securities Act") (as such documents have been amended since ), and the time rules and regulations of their filing, collectively, the "Company SEC Documents"). As of their respective dates or, if amendedpromulgated thereunder applicable, as the case may be, to such SEC Reports, and none of the date of the last such amendment, the Company SEC Documents, including, without limitation, any financial statements or schedules included therein (the "Company Financial Statements") (a) did not contain Reports contained any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and or (b) complied in all material respects with The consolidated balance sheets as of December 31, 1996 and 1995 and the applicable requirements consolidated statements of income, common stockholders' equity and cash flows for each of the Exchange Act or three years in the Securities Actperiod ended December 31, as 1996 (including the case may be, related notes and the applicable rules and regulations of the SEC thereunder. The Company SEC Documents include all the documents that the Company was required to file with the SEC since June 1, 1995. The Company Financial Statements have been prepared from, and are in accordance with, the books and records schedules thereto) of the Company and its consolidated Subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated contained in the notes thereto or, in the case of the unaudited statements, as permitted by Company's Form 10-Q of K, as amended prior to the SEC) and date hereof, for the fiscal year ended December 31, 1996 present fairly the consolidated financial position and the consolidated results of operations and cash flows of the Company and its consolidated Subsidiaries subsidiaries as at of the dates thereof or for the periods presented therein and were prepared in accordance with United States generally accepted accounting principles ("GAAP") consistently applied during the periods involved except as otherwise noted therein. , including the related notes. (c) Except as reflected, reserved against or otherwise disclosed in the financial statements of the Company included in the SEC Reports filed prior to the date of this Agreement or as set forth in Section 4.05(c) of the Company Disclosure Schedule, neither the Company nor any of its subsidiaries have any liabilities or obligations (absolute, accrued, fixed, contingent or otherwise) other than liabilities incurred in the ordinary course of business consistent with past practice since December 31, 1996 which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company. (d) The Company has heretofore furnished to Parent a complete and correct copy of any amendments or modifications which have not received notice yet been filed with the SEC to agreements, documents or other instruments which previously had been filed by the Company with the SEC pursuant to the Securities Act and the rules and regulations promulgated thereunder or the Exchange Act and the rules and regulations promulgated thereunder. (written or orale) from andAs of May 23, to its knowledge, is not under any review by any Governmental Entity in connection with its revenue recognition policies and procedures. Without limiting the foregoing, for any period after December 31, 19981997, the Company has complied in all material respects with Statement had on hand cash and cash equivalents (collectively, "Cash") of Position 97-2 (Software Revenue Recognition)at least $110,440,000 and Net Working Capital of at least $129,901,000. For purposes of this Agreement, "Net Working Capital" shall mean, as amended by Statement of Position 9804.any date of determination, the remainder of (1) Total Current Assets less (2) Total Current Liabilities, in each case as of such date, calculated in the same manner, using the same methods, as the line items on the

SEC Reports and Financial Statements. The Company has filed with the Securities and Exchange Commission (the "SEC"), and has heretofore made available to Parent the Vendors and Company true and complete copies of, all forms, reports, schedules, statements and other documents (other than preliminary materials) required to be filed by it and its Subsidiaries since June 1, 1995 under the Exchange Act from and the Securities Act of 1933after January 26, as amended 2004 (the "Securities Act") (as such documents have been amended since the time of their filingforms, collectivelyreports, the "Company SEC Documents"). As of their respective dates orschedules, if amendedstatements and other documents, as of the date of the last such amendment, the Company SEC Documents, including, without limitation, including any financial statements or schedules included therein (therein, are referred to as the "“Company Financial Statements"SEC Documents”) . The Company SEC Documents, at the time filed, (a) 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 therein, in light of the circumstances under which they were made, not misleading misleading, and (b) complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunderthereunder (and to the extent applicable, the PCAOB). The financial statements of the Company included in the Company SEC Documents include all (the documents that the Company was required to file with the SEC since June 1, 1995. The “Company Financial Statements have been prepared fromStatements”), and are in accordance withheretofore delivered to the Company, the books and records as of the Company and its consolidated Subsidiaries, dates thereof comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC and the PCAOB with respect thereto, have been prepared in accordance with United States generally accepted accounting principles ("GAAP") GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form Rule 10-Q 01 of Regulation S-X promulgated by the SEC) and fairly present fairly (subject, in the case of the unaudited statements, to normal, recurring audit adjustments, none of which will be material) the consolidated financial position of the Company as at the dates thereof and the consolidated results of their operations and cash flows of the Company and its consolidated Subsidiaries as at the dates thereof or for the periods presented therein. The Company has not received notice (written or oral) from and, to its knowledge, is not under any review by any Governmental Entity in connection with its revenue recognition policies and procedures. Without limiting the foregoing, for any period after December 31, 1998, the Company has complied in all material respects with Statement of Position 97-2 (Software Revenue Recognition), as amended by Statement of Position 9804then ended.

SEC Reports and Financial Statements. The Company has (a) Each form, report, schedule, registration statement, proxy statement, information statement, exhibit and any other document filed by Parent with the Securities and Exchange Commission (the "SEC"), and has heretofore made available to Parent true and complete copies of, all forms, reports, schedules, statements and other documents required to be filed by it and its Subsidiaries SEC since June January 1, 1995 under the Exchange Act and the Securities Act of 1933, as amended (the "Securities Act") 2005 (as such documents have been amended since prior to the time of their filing, collectivelydate hereof, the "Company “SEC Documents"Reports”). As , as of their respective dates ordates, if amendedcomplied in all material respects with the applicable requirements of the Securities Act and Exchange Act. None of the SEC Reports, as of the date of the last such amendmenttheir respective dates, the Company SEC Documents, including, without limitation, any financial statements or schedules included therein (the "Company Financial Statements") (a) did 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 therein, in the light of the circumstances under which they were made, not misleading and misleading, except for such statements, if any, as have been modified or superseded by subsequent filings prior to the date hereof. All documents required to have been filed as exhibits to any SEC Report have been so filed. (b) complied The consolidated financial statements of Parent included in all material respects with the applicable requirements of the Exchange Act or the Securities Act, such SEC Reports and any notes related thereto comply as the case may be, and the applicable rules and regulations of the SEC thereunder. The Company SEC Documents include all the documents that the Company was required to file with the SEC since June 1, 1995. The Company Financial Statements have been prepared from, and are in accordance with, the books and records of the Company and its consolidated Subsidiaries, comply form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles ("GAAP") GAAP applied on a consistent basis during throughout the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited interim financial statements, as permitted by Form 10-Q QSB of the SEC) and fairly present fairly in all material respects (subject, in the case of the unaudited interim financial statements, to normal, recurring year-end adjustments none of which are or will be material in amount, individually or in the aggregate) the consolidated financial position of Parent and the consolidated results of operations and cash flows of the Company and its consolidated Parent Subsidiaries as at the dates thereof or and the consolidated results of their operations and cash flows for the periods presented therein. The Company has not received notice (written or oral) from and, to its knowledge, is not under any review by any Governmental Entity in connection with its revenue recognition policies and procedures. Without limiting the foregoing, for any period after December 31, 1998, the Company has complied in all material respects with Statement of Position 97-2 (Software Revenue Recognition), as amended by Statement of Position 9804then ended.

SEC Reports and Financial Statements. The Company Barefoot has filed with the Securities and Exchange Commission (the "SEC"), SEC and has heretofore made available to Parent ServiceMaster true and complete copies of, all forms, reports, schedules, statements and other documents required to be filed by it and its Subsidiaries subsidiaries since June January 1, 1995 1994 under the Exchange Act and the Securities Act of 1933, as amended (the "Securities Act") (as such documents have been amended since the time of their filing, collectively, the "Company Barefoot SEC Documents"). As of their respective dates or, if amended, as of the date of the last such amendment, the Company Barefoot SEC Documents, including, without limitation, any financial statements or schedules included therein (the "Company Financial Statements") (ai) 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 therein, in light of the circumstances under which they were made, not misleading and (bii) complied in all material respects with the applicable requirements of the Exchange Act or and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. The Company Each of the consolidated financial statements included in Barefoot SEC Documents include all the documents that the Company was required to file with the SEC since June 1, 1995. The Company Financial Statements have been prepared from, and are in accordance with, the books and records of the Company and Barefoot and/or its consolidated Subsidiariessubsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-Q of the SECthereto) and fairly present fairly in all material respects the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company Barefoot and its consolidated Subsidiaries subsidiaries as at the dates thereof or for the periods presented therein. The Company has not received notice therein (written or oral) from andsubject, in the case of unaudited interim financial statements, to its knowledge, is not under any review by any Governmental Entity in connection with its revenue recognition policies normal year end adjustments and procedures. Without limiting the foregoing, for any period after December 31, 1998, the Company has complied in all material respects with Statement lack of Position 97-2 (Software Revenue Recognitionfootnote disclosures), as amended by Statement of Position 9804.

SEC Reports and Financial Statements. The Company has filed with the Securities and Exchange Commission (the "SEC"), and has heretofore made available to Parent true and complete copies of, all forms, reports, schedules, statements and other documents required to be filed by it and its Subsidiaries since June 1, 1995 under the Exchange Act and or the Securities Act of 1933, as amended (the "Securities Act") (such forms, reports, schedules, statements and other documents, including any financial statements or schedules included therein, are referred to as such documents have been amended since the time of their filing, collectively, the "Company SEC Documents"). As of their respective dates or, if amended, Except as set forth in Schedule 4.06 of the date of the last such amendmentCompany Disclosure Schedule, the Company SEC Documents, includingat the time filed, without limitation, any financial statements or schedules included therein (the "Company Financial Statements") (a) 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 therein, in light of the circumstances under which they were made, not misleading and (b) complied in all material respects with the applicable requirements of the Exchange Act or and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. The financial statements of the Company included in the Company SEC Documents include all the documents that the Company was required comply as to file with the SEC since June 1, 1995. The Company Financial Statements have been prepared from, and are in accordance with, the books and records of the Company and its consolidated Subsidiaries, comply form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form Forms 10-Q and 8-K of the SEC) and fairly present fairly in all material respects (subject, in the consolidated case of the unaudited statements, to normal, year-end audit adjustments that will not be material in amount or effect) the financial position and the consolidated results of operations and cash flows of the Company (and its consolidated Subsidiaries subsidiaries, to the extent applicable) as at the dates thereof and the results of its (or their) operations and cash flows for the periods presented therein. The Company has not received notice (written or oral) from and, to its knowledge, is not under any review by any Governmental Entity in connection with its revenue recognition policies and procedures. Without limiting the foregoing, for any period after December 31, 1998, the Company has complied in all material respects with Statement of Position 97-2 (Software Revenue Recognition), as amended by Statement of Position 9804then ended.

SEC Reports and Financial Statements. The Company has delivered to each Purchaser prior to the execution of this Agreement a true and complete copy of each form, report, schedule, registration statement, definitive proxy statement and other document (together with all amendments thereof and supplements thereto) filed by the Company or any of its Subsidiaries with the Securities and Exchange Commission (the "SEC") pursuant to the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act"), and has heretofore made available to Parent true and complete copies of, all forms, reports, schedules, statements and other documents required to be filed by it and its Subsidiaries since June 1, 1995 under the Exchange Act and the Securities Act of 1933, as amended amended, and the rules and regulations thereunder (the "Securities Act") since December 31, 1996 (as such documents have been amended since the time of their filing, collectivelyfiling been amended or supplemented, the "Company SEC DocumentsReports"), which are all the documents (other than preliminary material) that the Company and its Subsidiaries were required to file with the SEC since such date. As of their respective dates or, if amended, as of the date of the last such amendmentdates, the Company SEC DocumentsReports (i) complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, includingas the case may be, without limitation, any financial statements or schedules included therein and (the "Company Financial Statements") (aii) 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 therein, in light of the circumstances under which they were made, not misleading misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements (bincluding, in each case, the notes, if any, thereto) included in the Company SEC Reports (the "Company Financial Statements") complied as to form in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. The Company SEC Documents include all the documents that the Company was required to file with the SEC since June 1, 1995. The Company Financial Statements have been prepared from, and are in accordance with, the books and records of the Company and its consolidated Subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (, except as may be indicated therein or in the notes thereto or, in the case of the and except with respect to unaudited statements, statements as permitted by Form 10-Q of the SEC, and, as of the respective dates thereof, fairly presented (subject, in the case of the unaudited interim financial statements, to year-end audit adjustments) and present fairly the consolidated financial position and the consolidated results of operations and cash flows of the Company and its consolidated Subsidiaries subsidiaries as at the respective dates thereof or and the consolidated results of their operations and cash flows for the respective periods presented therein. The Company has not received notice (written or oral) from and, to its knowledge, is not under any review by any Governmental Entity in connection with its revenue recognition policies and procedures. Without limiting the foregoing, for any period after December 31, 1998, the Company has complied in all material respects with Statement of Position 97-2 (Software Revenue Recognition), as amended by Statement of Position 9804then ended.

SEC Reports and Financial Statements. The Company FEI has filed with the Securities and Exchange Commission (the "SEC"), and has heretofore made available to Parent Micrion true and complete copies of, all forms, reports, schedules, statements and other documents required to be filed by it and its Subsidiaries since June 1December 31, 1995 1996 under the Exchange Act and or the Securities Act (each of 1933such forms, reports, schedules, statements, and other documents, to the extent filed and publicly available before the date of this Agreement or filed subsequent to the date hereof, other than preliminary filings, is referred to as amended (the a "Securities Act") (as such documents have been amended since the time of their filing, collectively, the "Company FEI SEC DocumentsDocument"). As of their respective dates orEach FEI SEC Document, if amended, as of at the date of the last such amendment, the Company SEC Documents, including, without limitation, any financial statements or schedules included therein (the "Company Financial Statements") (a) 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 thereintime filed complied and, in light the case of the circumstances under which they were madefuture filings, not misleading and (b) complied will comply in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. The Company consolidated financial statements of FEI included in the FEI SEC Documents include all comply and, in the documents that the Company was required case of future filings, will comply as to file with the SEC since June 1, 1995. The Company Financial Statements have been prepared from, and are in accordance with, the books and records of the Company and its consolidated Subsidiaries, comply form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been and, in the case of future filings, will be prepared in accordance with United States generally accepted accounting principles ("GAAP") GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) and fairly present fairly (subject, in the case of the unaudited statements, to normal, recurring year end audit adjustments) the consolidated financial position of FEI and its subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows of the Company and its consolidated Subsidiaries as at the dates thereof or for the periods presented therein. The Company has not received notice (written or oral) from and, to its knowledge, is not under any review by any Governmental Entity in connection with its revenue recognition policies and procedures. Without limiting the foregoing, for any period after December 31, 1998, the Company has complied in all material respects with Statement of Position 97-2 (Software Revenue Recognition), as amended by Statement of Position 9804then ended.

SEC Reports and Financial Statements. (a) The Company has timely filed with with, or furnished to, as applicable, the Securities and Exchange Commission (the "SEC")SEC all registration statements, and has heretofore made available to Parent true and complete copies of, all formsprospectuses, reports, forms, statements, schedules, statements certifications and other documents required to be filed or furnished by it and its Subsidiaries since June 1, 1995 under the Exchange Act and the Securities Act of 1933, as amended (the "Securities Act") (as such documents have been amended Company since the time of their filing, collectivelySplit-Off Date (together with all exhibits and schedules thereto and all information incorporated therein by reference, the "“Company SEC Documents"”). As of their respective dates ordates, or if amended, as of the date of the last such amendment, the Company SEC DocumentsDocuments (i) were prepared in accordance and complied in all material respects with the requirements of the Sarbanes Act, including, without limitation, any financial statements or schedules included therein the Securities Act and the Exchange Act (to the "Company Financial Statements") extent then applicable) and (aii) 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 therein, in light of the circumstances under which they were made, not misleading and misleading. (b) complied Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in or incorporated by reference in the Company SEC Documents (the “Company Financial Statements”), (i) complied, as of its respective date of filing with the SEC, in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. The Company SEC Documents include all the documents that the Company was required to file with the SEC since June 1, 1995. The Company Financial Statements have been prepared from, and are in accordance with, the books and records of the Company and its consolidated Subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been (ii) was prepared in accordance with United States generally accepted accounting principles ("GAAP") Regulation S-X under the Exchange Act and with GAAP applied on a consistent basis during the periods involved indicated (except as may be indicated in the notes thereto or, in the case of the unaudited interim financial statements, as may be permitted by the SEC on Form 10-Q of under the SECExchange Act) and present (iii) fairly presented in all material respects the consolidated financial position of the Company and its Subsidiaries, as of the respective dates thereof and the consolidated results of the Company’s and its Subsidiaries’ operations and cash flows for the periods indicated (except that the unaudited interim financial statements were or will be subject to normal and recurring year-end and quarter-end adjustments that are not in the aggregate material). (c) The Company has maintained disclosure controls and procedures and internal control over financial reporting (as such terms are defined in Rules 13a-15 and 15d-15 under the Exchange Act) substantially as required by Rules 13a-15 and 15d-15 under the Exchange Act. The Company’s disclosure controls and procedures are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Sarbanes Act. The Company’s management has completed an assessment of the effectiveness of the Company’s internal controls and procedures and, to the extent required by applicable Law, presented in any applicable Company SEC Document, or any amendment thereto, its conclusions about the effectiveness of the internal control structures and procedures as of the end of the period covered by such report or amendment based on such evaluation. Based on the Company management’s most recently completed assessment of the Company’s internal controls over financial reporting, (i) the Company had no significant deficiencies or material weaknesses in the design or operation of its internal controls that would reasonably be expected to adversely affect the Company’s ability to record, process, summarize and report financial data and (ii) the Company does not have knowledge of any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls. (d) To the knowledge of the Company as of the date hereof, there are no outstanding or unresolved comments in any comment letters from the Staff of the SEC relating to the Company SEC Documents and received by the Company prior to the date hereof that would, individually or in the aggregate, reasonably be expected to have a material adverse effect on the Company and its consolidated Subsidiaries Subsidiaries, taken as at a whole, or prevent or materially delay the dates thereof consummation of the transactions contemplated by the Transaction Documents. None of the Company SEC Documents filed on or for prior to the periods presented therein. date hereof is, to the knowledge of the Company as of the date hereof, subject to ongoing SEC review or investigation that would, individually or in the aggregate, reasonably be expected to have a material adverse effect on the Company and its Subsidiaries, taken as a whole, or prevent or materially delay the consummation of the transactions contemplated by the Transaction Documents. (e) The Company has not received notice (written is in compliance with the applicable listing and corporate governance rules and regulations of NASDAQ except as would not, individually or oral) from andin the aggregate, reasonably be expected to its knowledge, is not under any review by any Governmental Entity in connection with its revenue recognition policies and procedures. Without limiting the foregoing, for any period after December 31, 1998, have a material adverse effect on the Company has complied in all material respects with Statement and its Subsidiaries, taken as a whole, or prevent or materially delay the consummation of Position 97-2 (Software Revenue Recognition), as amended the transactions contemplated by Statement of Position 9804the Transaction Documents.

SEC Reports and Financial Statements. The Each of the Company and its Subsidiaries has filed with the Securities and Exchange Commission (the "SEC"), SEC and has heretofore made available to Parent true and complete copies of, all forms, reports, schedules, statements and other documents required to be filed by it and its Subsidiaries since June July 1, 1995 1999, under the Exchange Act and or the Securities Act of 1933, as amended (the "Securities Act") (as such documents have been amended since the time of their filing, collectively, the "Company SEC Documents"). As of their respective dates or, if amended, as of the date of the last such amendment, the The Company SEC Documents, including, including without limitation, limitation any financial statements or schedules included therein (therein, at the "Company Financial Statements") time filed, (a) 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 therein, in light of the circumstances under which they were made, not misleading and (b) complied in all material respects with the applicable requirements of the Exchange Act or and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. The financial statements of the Company included in the Company SEC Documents include all the documents that the Company was required comply as to file with the SEC since June 1, 1995. The Company Financial Statements have been prepared from, and are in accordance with, the books and records of the Company and its consolidated Subsidiaries, comply form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) and fairly present fairly (subject, in the case of the unaudited statements, to normal, recurring audit adjustments) the consolidated financial position and the consolidated results of operations and cash flows of the Company and its consolidated Subsidiaries as at the dates thereof or and the consolidated results of their operations and cash flows for the periods presented therein. The Company has not received notice (written or oral) from and, to its knowledge, is not under any review by any Governmental Entity in connection with its revenue recognition policies and procedures. Without limiting the foregoing, for any period after December 31, 1998, the Company has complied in all material respects with Statement of Position 97-2 (Software Revenue Recognition), as amended by Statement of Position 9804then ended.

SEC Reports and Financial Statements. The Company has filed with the Securities and Exchange Commission (the "SEC"), and has heretofore made available delivered to Parent prior to the execution of this Agreement a true and complete copies ofcopy of each form, all formsreport, reportsschedule, schedulesregistration statement, statements definitive proxy statement and other documents required to be document (together with all amendments thereof and supplements thereto) filed by it and the Company or any of its Subsidiaries with the SEC since June 1April 30, 1995 under the Exchange Act and the Securities Act of 1933, as amended (the "Securities Act") 1994 (as such documents have been amended since the time of their filing, collectivelyfiling been amended or supplemented, the "Company SEC DocumentsReports"), which are all the documents (other than preliminary material) that the Company and its Subsidiaries were required to file or did file with the SEC since such date. As of their respective dates or, if amended, as of the date of the last such amendmentdates, the Company SEC DocumentsReports (i) complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, includingas the case may be, without limitation, any financial statements or schedules included therein and (the "Company Financial Statements") (aii) 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 therein, in light of the circumstances under which they were made, not misleading misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements (bincluding, in each case, the notes, if any, thereto) included in the Company SEC Reports (the "Company Financial Statements") complied as to form in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. The Company SEC Documents include all the documents that the Company was required to file with the SEC since June 1, 1995. The Company Financial Statements have been prepared from, and are in accordance with, the books and records of the Company and its consolidated Subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto or, in the case of the and except with respect to unaudited statements, statements as permitted by Form 10-Q of the SEC) and fairly present fairly (subject, in the case of the unaudited interim financial statements, to normal, recurring year-end audit adjustments (which are not expected to be, individually or in the aggregate, materially adverse to the Company and its Subsidiaries taken as a whole)) the consolidated financial position and the consolidated results of operations and cash flows of the Company and its consolidated Subsidiaries subsidiaries as at the respective dates thereof or and the consolidated results of their operations and cash flows for the respective periods presented thereinthen ended. The Company has not received notice (written or oral) from and, to its knowledge, is not under any review by any Governmental Entity Except as set forth in connection with its revenue recognition policies and procedures. Without limiting the foregoing, for any period after December 31, 1998, Section 3.05 of the Company has complied Disclosure Letter, each Significant Subsidiary of the Company is treated as a consolidated subsidiary of the Company in the Company Financial Statements for all material respects with Statement of Position 97-2 (Software Revenue Recognition), as amended by Statement of Position 9804periods covered thereby.

SEC Reports and Financial Statements. The Except as set forth on Schedule 3.5, the Company has filed with the Securities and Exchange Commission (the "SEC"), and has heretofore made available to Parent true and complete copies of, SEC all forms, reports, schedules, statements and other documents required to be filed by it and its Subsidiaries since June January 1, 1995 1994 under the Exchange Act and the Securities Act of 1933, as amended (the "Securities Act") (as such documents have been amended since the time of their filing, collectively, the "Company SEC Documents"). As of their respective dates orand, if amended, as of the date of the last such amendment, the Company SEC Documents, including, without limitation, any financial statements or schedules included therein (the "Company Financial Statements") (a) therein; 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 therein, in light of the circumstances under which they were made, not misleading and (b) complied in all material respects misleading. None of the Subsidiaries is required to file any forms, reports or other documents with the applicable requirements SEC pursuant to Section 12 or 15 of the Exchange Act or the Securities Act, as the case may be, and the applicable rules and regulations . The financial statements of the SEC thereunder. The Company SEC Documents include all (the documents that "1998 Financial Statements") included in the Company was required to file with Company's Annual Report on Form 10-K for the SEC fiscal year ended January 2, 1999 (including the related notes thereto) (the "1998 Form 10-K") and in the quarterly report on Form 10-Q for the first fiscal quarter occurring since June 1the 1998 Form 10-K, 1995. The Company Financial Statements have been prepared from, and are in accordance with, the books and records of the Company and its consolidated Subsidiariessubsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto orand subject, in the case of the unaudited interim financial statements, as permitted by Form 10to normal year-Q end adjustments and to the absence of the SECcomplete notes) and fairly present fairly the consolidated financial position and the consolidated results of operations and cash flows of the Company and its consolidated Subsidiaries subsidiaries as at the dates thereof or for the periods presented therein. The Except as disclosed in the Company has not received notice (written SEC Documents or oral) from and, to its knowledge, is not under any review by any Governmental Entity in connection with its revenue recognition policies and procedures. Without limiting the foregoing, for any period after December 31, 1998on Schedule 3.5, the books and records of the Company has complied and its Subsidiaries have been, and are being, maintained, in all material respects respects, in accordance with Statement GAAP and any other applicable legal and accounting requirements (subject to normal year-end audit adjustments and the absence of Position 97-2 (Software Revenue Recognitionnotes), as amended by Statement of Position 9804.

SEC Reports and Financial Statements. The Since July 14, 2000, the Company has filed with the Securities and Exchange Commission (the "SEC"), and has heretofore made available to Parent true and complete copies of, SEC all forms, reports, schedules, statements and other documents required to be filed by it and its Subsidiaries since June 1, 1995 under the Exchange Act and the Securities Act of 1933, as amended (the "Securities Act") ), and has heretofore made available to Parent true and complete copies of all such forms, reports, schedules, statements and documents (as such documents they have been amended or supplemented since the time of their filingfiling to the date hereof and including all such forms, reports, schedules, statements and documents filed with the SEC after the date of this Agreement, collectively, the "Company SEC Documents"). As of their respective dates or, if amended, as of the date of the last such amendment, the The Company SEC Documents, including, including without limitation, limitation any financial statements or schedules included therein or incorporated by reference therein, (the "Company Financial Statements") (ai) did not at the time they were filed, and in the case of the Company SEC Documents filed after the date hereof, 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 therein, in light of the circumstances under which they were made, not misleading and (bii) complied and, in the case of the Company SEC Documents filed after the date hereof, will comply in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. The financial statements of the Company included or incorporated by reference in the Company SEC Documents include all comply and, in the documents that the Company was required to file with the SEC since June 1, 1995. The Company Financial Statements have been prepared from, and are in accordance with, the books and records case of the Company and its consolidated SubsidiariesSEC Documents filed after the date hereof, will comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared and, in accordance the case of the Company SEC Documents filed after the date hereof, will comply with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10to normal year-Q end audit adjustments which will not be material in the aggregate) and fairly present and, in the case of the SECCompany SEC Documents filed after the date hereof, will fairly present (subject, in the case of the unaudited statements, to normal year-end audit adjustments which will not be material in the aggregate) and present fairly the consolidated financial position and the consolidated results of operations and cash flows of the Company and its consolidated Subsidiaries as at the dates thereof or and the consolidated results of their operations and cash flows for the periods presented thereinthen ended. Except as specifically reflected, reserved against or otherwise disclosed in the financial statements of the Company included in the Company SEC Documents or as otherwise disclosed in the Company SEC Documents, in each case filed prior to the date of this Agreement, or as disclosed in Sections 4.6, 4.9(i) or 9.5 of the Company Disclosure Letter, neither the Company nor any of its Subsidiaries has any liabilities or obligations (absolute, accrued, fixed, contingent or otherwise), that are required to be reflected on the consolidated financial statements of the Company in accordance with GAAP, other than liabilities incurred after September 30, 2001 in compliance with Section 6.1 (other than clauses (p) and (t) of Section 6.1) had such Section been applicable at that time which, individually and in the aggregate, have not had and are not reasonably likely to have a Company material adverse effect, and there are no facts or circumstances of which the management of the Company has knowledge that could result in any claims against or obligations or liabilities (absolute, accrued, fixed, contingent or otherwise) of the Company or any of its Subsidiaries, which individually or in the aggregate, have had or are reasonably likely to have a Company material adverse effect. The Company has not received notice (written or oral) from and, to its knowledge, is not under any review by any Governmental Entity in connection with its revenue recognition policies Company's combined unrestricted and procedures. Without limiting the foregoing, for any period after restricted cash balances as of December 31, 1998, 2001 as determined in accordance with GAAP are as set forth in Section 4.6 of the Company has complied in all material respects with Statement of Position 97-2 (Software Revenue Recognition), as amended by Statement of Position 9804Disclosure Letter.

SEC Reports and Financial Statements. The Except as disclosed on Schedule 2.1.5, the Company has filed with the Securities and Exchange Commission (the "SEC"), and has heretofore made available to Parent true and complete copies of, ) all forms, reports, schedules, statements and other documents required to be filed by it and its Subsidiaries since June 1December 31, 1995 2001 under the Securities Exchange Act and of 1934 (the "Exchange Act"), the Securities Act or the Sarbanes-Oxley Act of 1933, as amended 2002 (the "Securities Act▇▇▇▇") (▇▇▇▇ of such forms, reports, schedules, statements, and other documents, to the extent filed and publicly available before the date of this Agreement, other than preliminary filings, is referred to as such documents have been amended since the time of their filing, collectively, the an "Company SEC DocumentsDocument"). As of their respective dates or, if amended, as of the date of the last such amendment, the Each Company SEC DocumentsDocument, includingat the time filed, without limitation, any financial statements or schedules included therein (the "Company Financial Statements") (a) 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 therein, in light of the circumstances under which they were made, not misleading and (b) complied in all material respects with the applicable requirements of the Exchange Act or Act, the Securities ActAct and the SOXA, as the case may be, and the applicable rules and regulations of the SEC thereunder. The financial statements included in the Company SEC Documents include all (the documents that the Company was required "Financial Statements") comply as to file with the SEC since June 1, 1995. The Company Financial Statements have been prepared from, and are in accordance with, the books and records of the Company and its consolidated Subsidiaries, comply form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect theretothereto as of their respective dates, have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) and fairly present fairly in all material respects the consolidated financial position and the consolidated results of operations and cash flows of the Company and its consolidated Subsidiaries as at the dates thereof or and the consolidated results of their operations and cash flows for the periods presented therein. The Company has not received notice then ended (written or oral) from andsubject, in the case of the unaudited statements, to its knowledgenormal, is not under any review by any Governmental Entity in connection with its revenue recognition policies and procedures. Without limiting the foregoing, for any period after December 31, 1998, the Company has complied in all material respects with Statement of Position 97-2 (Software Revenue Recognitionrecurring audit adjustments), as amended by Statement of Position 9804.

SEC Reports and Financial Statements. The Company has filed with the Securities and Exchange Commission (the "SEC"), and has heretofore made available to Parent true and complete copies of, all forms, reports, schedules, statements and other documents required to be filed by it and its Subsidiaries since June 1May 30, 1995 1992 under the Exchange Act and or the Securities Act of 1933, as amended (the "Securities Act") (as such documents have been amended since the time of their filing, collectively, the "Company SEC Documents"). As of their respective dates or, if amended, as of the date of the last such amendment, the Company SEC Documents, including, without limitation, any financial statements or schedules included therein (the "Company Financial Statements") (a) 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 therein, in light of the circumstances under which they were made, not misleading and (b) complied in all material respects with the applicable requirements of the Exchange Act or and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. The Each of the consolidated financial state- ments included in the Company SEC Documents include all the documents that the Company was required to file with the SEC since June 1, 1995. The Company Financial Statements have been prepared from, and are in accordance with, the books and records of the Company and and/or its consolidated Subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-Q of the SECthereto) and fairly present fairly in all material respects the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated Subsidiaries as at the dates thereof or for the periods presented therein. The Company has not received notice (written or oral) from and, to its knowledge, is not under any review by any Governmental Entity in connection with its revenue recognition policies and procedures. Without limiting the foregoing, for any period after December 31, 1998, the Company has complied in all material respects with Statement of Position 97-2 (Software Revenue Recognition), as amended by Statement of Position 9804.

SEC Reports and Financial Statements. The Company Except for such delays as are the subject of Forms 12b-25 timely filed with the SEC, UPC Polska has filed with the Securities and Exchange Commission (the "SEC"), and has heretofore made available to Parent true and complete copies of, SEC all forms, reports, schedules, statements and other documents (including, in each case, exhibits, schedules, amendments or supplements thereto, and any other information incorporated by reference therein) required to be filed by it and its Subsidiaries since June January 1, 1995 1999 under the Exchange Act and or the Securities Act of 1933, as amended (the "Securities Act") (as such documents have been amended since or supplemented between the time of their filing, collectivelyrespective filing and the date hereof, the "Company “UPC Polska SEC Documents"”). As Except to the extent amended or superseded by a subsequent filing with the SEC made prior to the date hereof, as of their respective dates or(and if so amended or superseded, if amended, as of then on the date of such filing prior to the last such amendmentdate hereof), the Company UPC Polska SEC Documents, Documents (including, without limitation, any financial statements or schedules included therein (the "Company Financial Statements"therein) , (a) 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 therein, in light of the circumstances under which they were made, not misleading and (b) complied in all material respects with the applicable requirements of the Exchange Act or and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. The Company Each of the financial statements contained in the UPC Polska SEC Documents include all the documents that the Company was required to file with the SEC since June 1(including, 1995. The Company Financial Statements have in each case, any related notes and schedules) has been prepared from, and are is in accordance with, the books and records of the Company UPC Polska and its consolidated Subsidiaries, comply complies in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have has been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis GAAP as in effect during the such periods involved (except as may be indicated in the notes thereto orthereto) and fairly presents, in the case of the unaudited statementsall material respects, as permitted by Form 10-Q of the SEC) and present fairly the consolidated financial position and the consolidated results of operations and cash flows of the Company UPC Polska and its consolidated Subsidiaries as at the dates thereof or and for the periods presented therein. The Company has not received notice (written or oral) from and, to its knowledge, is not under any review by any Governmental Entity in connection with its revenue recognition policies and procedures. Without limiting the foregoing, for any period after December 31, 1998, the Company has complied in all material respects with Statement of Position 97-2 (Software Revenue Recognition), as amended by Statement of Position 9804covered thereby.

SEC Reports and Financial Statements. The Company has filed with the Securities and Exchange Commission (the "SEC"), and has heretofore made available to Parent a) A true and complete copies of, all forms, reports, schedules, statements copy of each quarterly report and other documents required to be registration statement filed by it and its Subsidiaries Parent with the SEC since June January 1, 1995 under 2017 and prior to the Exchange Act and the Securities Act of 1933, as amended date hereof (the "Securities Act") (as such documents have been amended since the time of their filing, collectively, the "Company “Parent SEC Documents")”) is available on the Web site maintained by the SEC at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇, other than portions in respect of which confidential treatment was granted by the SEC. As of their respective dates orfiling dates, if amendedthe Parent SEC Documents complied in all material respects with the requirements of the Securities Act and the Exchange Act, as the case may be, and the rules and regulations of the date of the last SEC promulgated thereunder applicable to such amendment, the Company Parent SEC Documents, including, without limitation, any financial statements or schedules included therein (and none of the "Company Financial Statements") (a) did not contain Parent SEC Documents contained on their filing dates any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and misleading, except to the extent corrected by a subsequently filed Parent SEC Document. (b) Except as set forth in any Parent SEC Document, the financial statements of Parent, including the notes thereto, included in the Parent SEC Documents complied as to form in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. The Company SEC Documents include all the documents that the Company was required to file with the SEC since June 1, 1995. The Company Financial Statements have been prepared from, and are in accordance with, the books and records of the Company and its consolidated Subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect theretothereto as of their respective dates, have been were prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved GAAP (except as may be indicated in the notes thereto thereto, except in the case of pro forma statements, or, in the case of the unaudited financial statements, except as permitted by under Form 10-Q of under the SECExchange Act) and present fairly presented in all material respects the consolidated financial position of Parent and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of Parent’s operations and cash flows of the Company and its consolidated Subsidiaries as at the dates thereof or for the periods presented therein. The Company has not received notice indicated (written or oral) from andsubject to, to its knowledgein the case of unaudited statements, is not under any review by any Governmental Entity in connection with its revenue recognition policies normal and procedures. Without limiting the foregoing, for any period after December 31, 1998, the Company has complied in all material respects with Statement of Position 97recurring year-2 (Software Revenue Recognitionend audit adjustments), as amended by Statement of Position 9804.

SEC Reports and Financial Statements. The Company has filed with the Securities and Exchange Commission (the "SEC"), and has heretofore made available to Parent true and complete copies of, all forms, reports, schedules, statements and other documents required to be filed by it and its Subsidiaries since June 1May 30, 1995 1992 under the Exchange Act and or the Securities Act of 1933, as amended (the "Securities Act") (as such documents have been amended since the time of their filing, collectively, the "Company SEC Documents"). As of their respective dates or, if amended, as of the date of the last such amendment, the Company SEC Documents, including, without limitation, any financial statements or schedules included therein (the "Company Financial Statements") (a) 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 therein, in light of the circumstances under which they were made, not misleading and (b) complied in all material respects with the applicable requirements of the Exchange Act or and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. The Each of the consolidated financial statements included in the Company SEC Documents include all the documents that the Company was required to file with the SEC since June 1, 1995. The Company Financial Statements have been prepared from, and are in accordance with, the books and records of the Company and and/or its consolidated Subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-Q of the SECthereto) and fairly present fairly in all material respects the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated Subsidiaries as at the dates thereof or for the periods presented therein. The Company has not received notice (written or oral) from and, to its knowledge, is not under any review by any Governmental Entity in connection with its revenue recognition policies and procedures. Without limiting the foregoing, for any period after December 31, 1998, the Company has complied in all material respects with Statement of Position 97-2 (Software Revenue Recognition), as amended by Statement of Position 9804.

SEC Reports and Financial Statements. The Parent has delivered or made available to the Company has Shareholder a true and complete copy of each form, report, schedule, registration statement, definitive proxy statement and other document (together with all amendments thereof and supplements thereto) filed by the Parent with the Securities and Exchange Commission SEC (the "SECParent SEC Reports"), and which constitute all of the documents that the Parent has heretofore made available to Parent true and complete copies of, all forms, reports, schedules, statements and other documents been required to be filed by it and its Subsidiaries since June 1, 1995 under file with the Exchange Act and the Securities Act of 1933, as amended (the "Securities Act") (as such documents have been amended since the time of their filing, collectively, the "Company SEC Documents")SEC. As of their respective dates ordates, if the Parent SEC Reports (i) complied in all material respects with the requirements of the Act or the Exchange Act of 1934, as amended, as of the date of the last such amendmentcase may be, the Company SEC Documents, including, without limitation, any financial statements or schedules included therein and (the "Company Financial Statements") (aii) 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 therein, in light of the circumstances under which they were made, not misleading misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements (bincluding, in each case, the notes, if any, thereto) included in the Parent SEC Reports complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. The Company SEC Documents include all the documents that the Company was required to file with the SEC since June 1, 1995. The Company Financial Statements have been prepared from, and are in accordance with, the books and records of the Company and its consolidated Subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with United States generally accepted accounting principles ("GAAP") in the United States applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto orand except with respect to unaudited statements) and fairly present (subject, in the case of the unaudited interim, financial statements, as permitted by Form 10to normal, recurring year-Q of end audit adjustments (which are not expected to be, individually or in the SECaggregate, materially adverse to Parent)) and present fairly the consolidated financial position of the Parent and its consolidated subsidiaries as at the respective dates thereof and the consolidated results of operations and cash flows of the Company and its consolidated Subsidiaries as at the dates thereof or for the respective periods presented therein. The Company has not received notice (written or oral) from and, to its knowledge, is not under any review by any Governmental Entity in connection with its revenue recognition policies and procedures. Without limiting the foregoing, for any period after December 31, 1998, the Company has complied in all material respects with Statement of Position 97-2 (Software Revenue Recognition), as amended by Statement of Position 9804then ended.

SEC Reports and Financial Statements. The Except with respect to any ------------------------------------ information supplied by the Company has or any of its Subsidiaries for inclusion therein, each form, report, schedule, registration statement, definitive proxy statement filed by FACO with the Securities and Exchange Commission (the "SEC")SEC on or after October 11, and has heretofore made available to Parent true and complete copies of, all forms, reports, schedules, statements and other documents required to be filed by it and its Subsidiaries since June 1, 1995 under the Exchange Act and the Securities Act of 1933, as amended (the "Securities Act") 1996 (as such documents have been amended since prior to the time of their filing, collectivelydate hereof, the "Company FACO SEC DocumentsReports"). As , ---------------- as of their respective dates ordates, if amendedcomplied in all material respects with the applicable requirements of the Securities Act and the Exchange Act and the rules and regulations thereunder and, since the first date on which FACO Common Shares were listed for trading on the NYSE, the rules of the NYSE. FACO has made available to the Company accurate and complete copies of all FACO SEC Reports filed by the Company since October 11, 1996. Except with respect to any information supplied by the Company or any of its Subsidiaries for inclusion therein, none of the FACO SEC Reports, as of the date of the last such amendmenttheir respective dates, the Company SEC Documents, including, without limitation, any financial statements or schedules included therein (the "Company Financial Statements") (a) did not contain contained any untrue statement of a material fact or omit failed 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 and (b) complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereundermisleading. The Company SEC Documents include all the documents that the Company was required to file with the SEC since June 1, 1995. The Company Financial Statements have been prepared from, and are in accordance with, the books and records consolidated financial statements of the Company FACO and its consolidated Subsidiaries, comply Subsidiaries included in such FACO SEC Reports complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect theretothereto as of their respective dates, have been were prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved US GAAP as in effect as of such dates (except as may be indicated in the notes thereto orthereto, or in the case of the unaudited interim financial statements, as permitted by Form 10-Q of the SEC) and fairly present fairly in all material respects, subject, in the case of the unaudited interim financial statements, to normal, year-end adjustments, the consolidated financial position and the consolidated results of operations and cash flows of the Company FACO and its consolidated Subsidiaries as at of the dates thereof and neither FACO nor any of its Subsidiaries has incurred any material liabilities and obligations (whether absolute, accrued, fixed, contingent, liquidated, unliquidated or for otherwise and whether due or to become due) of any nature except material liabilities, obligations and contingencies (a) which are reflected in the periods presented therein. The Company has not received notice consolidated balance sheet of FACO and its Subsidiaries at December 31, 1999, (written or oralb) from and, to its knowledge, is not under any review by any Governmental Entity which (i) were incurred in connection with its revenue recognition policies and procedures. Without limiting the foregoing, for any period ordinary course of business after December 31, 19981999 or (ii) are disclosed in the FACO SEC Reports filed after December 31, 1999, (c) which are not required to be recorded as a liability under US GAAP or disclosed in notes to financial statements or (d) which individually or in the Company aggregate are not expected to have a Material Adverse Effect on FACO. Since December 31, 1999, there has complied been no change in all material respects with Statement any of Position 97-2 the significant accounting (Software Revenue Recognition)including tax accounting) policies, as amended by Statement practices or procedures of Position 9804FACO or any of its Subsidiaries except changes resulting from changes in accounting pronouncements of the Financial Accounting Standards Boards, changes in applicable laws or rules or regulations thereunder or changes disclosed in the FACO SEC Reports.

SEC Reports and Financial Statements. The Company (a) Seller has filed with the Securities and Exchange Commission (the "SEC"), and has heretofore made available to Parent true and complete copies of, SEC all forms, reports, schedules, statements and other documents required to be filed by it and its Subsidiaries since June October 1, 1995 under the Exchange Act and the Securities Act of 1933, as amended 2002 (the "Securities Act") (as such documents have been amended since the time of their filing, collectivelytogether with all information incorporated therein by reference, the "Company SEC Documents"). As The SEC Documents as of their respective dates or, if amended, as of the date of the last such amendment, the Company SEC Documents, including, without limitation, any financial statements or schedules included therein amendment (the "Company Financial Statements") (ai) 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 therein, in light of the circumstances under which they were made, not misleading misleading, and (bii) complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act or and the Securities Investment Company Act, as the case may be. (b) The financial statements of Seller included in the SEC Documents as of their respective dates or, and the applicable rules and regulations if amended, as of the SEC thereunder. The Company SEC Documents include all the documents that the Company was required to file with the SEC since June 1, 1995. The Company Financial Statements have been prepared from, and are in accordance with, the books and records date of the Company and its consolidated Subsidiaries, comply last such amendment (i) complied in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been (ii) were prepared in accordance with United States generally accepted accounting principles ("GAAP") GAAP applied on a consistent basis during the periods involved indicated (except as may be indicated in the notes thereto orthereto) and (iii) fairly presented (subject, in the case of the unaudited statements, as permitted by Form 10-Q of the SECto normal, recurring audit adjustments not material in amount) and present fairly the consolidated financial position of Seller as at the dates thereof and the consolidated results of its operations and cash flows of the Company and its consolidated Subsidiaries as at the dates thereof or for the periods presented then ended. There were no extraordinary or material non-recurring items of income or expense during the periods covered by such financial statements (except as set forth therein) and the consolidated balance sheets of Seller included or incorporated therein did not reflect any write-up or revaluation increasing the book value of any assets, except (X) as specifically disclosed in the notes thereto or the accompanying narrative description relevant thereto, or (Y) pursuant to any ▇▇▇▇-to-market methodology that complies with Section 2(a)(41) of the Investment Company Act and GAAP consistently applied by Seller and which has been disclosed by Seller in any SEC Documents. The Company Except as and to the extent reflected or reserved against in the financial statements included in Seller's Quarterly Report on Form 10-Q for the quarter ended September 30, 2003 or as disclosed therein, Seller did not have, as of such date, any liability or obligation of any kind, known or unknown, whether accrued, absolute, contingent, unliquidated or other, whether due or to become due and whether or not required to be disclosed (including any liability for breach of contract, breach of warranty, torts, infringements, claims or lawsuits), which was material to the business, assets, properties, results of operations or financial condition of Seller. Since September 30, 2003, there has been no material change in Seller's accounting methods or principles that would be required to be disclosed in Seller's financial statements in accordance with GAAP, except as described in the notes to such Seller financial statements. (c) Seller has heretofore made available to Purchaser complete and correct copies of any amendments or modifications to (i) agreements, documents or other instruments which previously have been filed by Seller with the SEC pursuant to the Exchange Act and (ii) the SEC Documents themselves. Seller has responded to all comment letters of the staff of the SEC relating to the SEC Documents, and the SEC has not received notice (written asserted that any of such responses are inadequate, insufficient or oral) from andotherwise non-responsive. Seller has heretofore made available to Purchaser true, to its knowledgecorrect and complete copies of all correspondence with the SEC occurring since October 25, is not under any review by any Governmental Entity in connection with its revenue recognition policies and procedures. Without limiting the foregoing, for any period after December 31, 1998, the Company has complied in all material respects with Statement of Position 97-2 (Software Revenue Recognition), as amended by Statement of Position 98042002.

SEC Reports and Financial Statements. (a) The Company has and its subsidiaries have filed with the Securities and Exchange Commission (the "SEC"), and has heretofore made available to Parent true and complete copies of, SEC all forms, reports, schedules, registration statements and other documents definitive proxy statements required to be filed by it them with the SEC since December 31, 1999 (as amended since the time of their filing and its Subsidiaries since June 1prior to the date hereof, 1995 under collectively, the "SEC Reports"). As of their respective dates, the SEC Reports (including, but not limited to, any financial statements or schedules included or incorporated by reference therein) complied in all material respects with the requirements of the Exchange Act and or the Securities Act of 1933, as amended amended, including the rules and regulations of the SEC promulgated thereunder (the "Securities Act") (as such documents have been amended since the time of their filing, collectively, the "Company SEC Documents"). As of their respective dates or, if amendedapplicable, as the case may be, to such SEC Reports, and none of the date of the last such amendment, the Company SEC Documents, including, without limitation, any financial statements or schedules included therein (the "Company Financial Statements") (a) did not contain Reports contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading and misleading. (b) complied Each of the consolidated financial statements (including, in each case, any note thereto) contained in the SEC Reports filed after December 31, 1999 present fairly in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. The Company SEC Documents include all the documents that the Company was required to file with the SEC since June 1, 1995. The Company Financial Statements have been prepared from, and are in accordance with, the books and records of the Company and its consolidated Subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) and present fairly the consolidated financial position and the consolidated results of operations and cash flows of the Company and its consolidated Subsidiaries subsidiaries as at of the dates thereof or for the periods presented therein. therein and were prepared in accordance with United States generally accepted accounting principles ("GAAP") consistently applied during the periods involved (except as set forth in the notes contained therein and subject, in the case of unaudited statements, to recurring audit adjustments normal in nature and amount). (c) Except as reflected in the SEC Reports or reserved against in the balance sheet of the Company and its subsidiaries as of September 30, 2000 including the notes thereto (the "September 30, 2000 Balance Sheet") or as set forth in Section 3.5(c) of the Company Disclosure Schedule, as of the date hereof, neither the Company nor any of its subsidiaries have any material liabilities of a nature that would be required to be reflected on a balance sheet in accordance with GAAP, other than liabilities incurred in the ordinary course of business consistent with past practice since the date of the September 30, 2000 Balance Sheet, including borrowings under credit agreements existing as of September 30, 2000. (d) The Company has heretofore furnished to Parent a complete and correct copy of any amendments or modifications existing as of the date hereof that have not received notice yet been filed with the SEC (written but which it would or oralwill be required to file with the SEC) from andto agreements, to its knowledge, is not under any review documents or other instruments which previously had been filed by any Governmental Entity in connection with its revenue recognition policies and procedures. Without limiting the foregoing, for any period after December 31, 1998, the Company has complied in all material respects with Statement of Position 97-2 (Software Revenue Recognition), as amended by Statement of Position 9804the SEC pursuant to the Securities Act or the Exchange Act.

SEC Reports and Financial Statements. (a) The Company has filed with the Securities and Exchange Commission (the "SEC")or furnished on a timely basis each form, and has heretofore made available to Parent true and complete copies ofreport, all formsschedule, reportsregistration statement, schedulesregistration exemption, statements if applicable, definitive proxy statement and other documents document (together with all amendments thereof and supplements thereto) required to be filed or furnished by it and its Subsidiaries since June 1, 1995 under the Company pursuant to the Securities Act or the Exchange Act and with the Securities Act of 1933, as amended SEC (the "Securities Act"“Company SEC Reports”) (as such documents have been amended since the time of their filing, collectively, the "Company SEC Documents")Applicable Date. As of their respective dates ordates, if amended, as of after giving effect to any amendments or supplements thereto prior to the date of the last such amendmenthereof, the Company SEC DocumentsReports (A) complied in all material respects with the requirements of the Securities Act and the Exchange Act, includingif applicable, without limitationas the case may be, any financial statements or schedules included therein and, to the extent applicable, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, and (the "Company Financial Statements") (aB) 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 therein, in light of the circumstances under which they were made, not misleading and misleading. (b) Each of the audited consolidated financial statements and unaudited interim consolidated financial statements (including, in each case, the notes, if any, thereto) included in the Company SEC Reports (the “Company Financial Statements”) complied as to form in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. The Company SEC Documents include all the documents that the Company was required to file with the SEC since June 1, 1995. The Company Financial Statements have been prepared from, and are in accordance with, the books and records of the Company and its consolidated Subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect theretothereto in effect at the time of filing or furnishing the applicable Company SEC Report, have been was prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved GAAP (except as may be indicated therein or in the notes thereto orand except with respect to unaudited statements as permitted by the SEC on Form 8-K, Form 10-Q or any successor or like form under the Exchange Act) and fairly present (subject, in the case of the unaudited interim financial statements, as permitted by Form 10to the absence of footnotes therein and to year-Q of end audit adjustments), in all material respects, the SEC) and present fairly the consolidated financial position and the consolidated results of operations and cash flows of the Company and its consolidated Subsidiaries as at of the respective dates thereof or and their results of operations and cash flows for the respective periods presented therein. The Company has not received notice (written or oral) from and, to its knowledge, is not under any review by any Governmental Entity in connection with its revenue recognition policies and procedures. Without limiting the foregoing, for any period after December 31, 1998, the Company has complied in all material respects with Statement of Position 97-2 (Software Revenue Recognition), as amended by Statement of Position 9804then ended.

SEC Reports and Financial Statements. The Company has filed with the Securities and Exchange Commission (the "SEC"), and has heretofore made available to Parent true and complete copies of, all forms, reports, schedules, statements and other documents required to be filed by it and its Subsidiaries since June 1September 23, 1995 1999 under the Exchange Act and the Securities Act of 1933, as amended (the "Securities Act") (as such documents have been amended since the time of their filing, collectively, the "Company COMPANY SEC DocumentsDOCUMENTS"). As of their respective dates or, if amended, as of the date of the last such amendment, the Company SEC Documents, including, without limitation, any financial statements or schedules included therein (the "Company Financial Statements") (a) 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 therein, in light of the circumstances under which they were made, not misleading and (b) complied in all material respects with the applicable requirements of the Exchange Act or and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. The Each of the consolidated financial statements included in the Company SEC Documents include all the documents that the Company was required to file with the SEC since June 1, 1995. The Company Financial Statements have has been prepared from, and are is in accordance with, the books and records of the Company and its consolidated Subsidiaries, comply complies in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have has been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-Q of the SECthereto) and present fairly presents in all material respects the consolidated financial position and the consolidated results of operations and cash flows of the Company and its consolidated Subsidiaries as at the dates thereof or for the periods presented therein. The Company has not received notice (written or oral) from and, to its knowledge, is not under any review by any Governmental Entity in connection with its revenue recognition policies and procedures. Without limiting the foregoing, for any period after December 31, 1998, the Company has complied in all material respects with Statement of Position 97-2 (Software Revenue Recognition), as amended by Statement of Position 9804.

SEC Reports and Financial Statements. 5.4.1 The Company has filed with the Securities and Exchange Commission (the "SEC"), and has heretofore delivered or made available to Parent true the Shareholder accurate and complete copies of, all forms(excluding copies of exhibits) of the SEC Reports. All statements, reports, schedules, statements forms and other documents required to be have been filed by the Company with the SEC have been so filed on a timely basis, except as indicated in such SEC Reports. As of the time it and its Subsidiaries since June 1was filed with the SEC (or, 1995 under if amended or superseded by a filing prior to the Exchange Act and date of this Agreement, then on the date of such filing): (i) each of the SEC Reports complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act") (as such documents have been amended since the time of their filing, collectively, the "Company SEC Documents"). As of their respective dates or, if amended, or the Securities Exchange Act of 1934, as amended; and (ii) none of the date of the last such amendment, the Company SEC Documents, including, without limitation, any financial statements or schedules included therein (the "Company Financial Statements") (a) did not contain Reports contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and misleading. 5.4.2 Except for the pro forma financial statements, the consolidated financial statements contained in the SEC Reports: (bi) complied as to form in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. The Company SEC Documents include all the documents that the Company was required to file with the SEC since June 1, 1995. The Company Financial Statements have been prepared from, and are in accordance with, the books and records of the Company and its consolidated Subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect applicable thereto, have been ; (ii) were prepared in accordance with United States generally accepted accounting principles ("GAAP") GAAP applied on a consistent basis during throughout the periods involved covered (except as may be indicated in the notes thereto orto such financial statements and, in the case of the unaudited statements, as permitted by Form 10-Q QSB of the SEC, and except that unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end audit adjustments which will not, individually or in the aggregate, be material in amount); and (iii) and present fairly present, in all material respects, the consolidated financial position of the Company and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows of the Company and its consolidated Subsidiaries as at the dates thereof or subsidiaries for the periods presented thereincovered thereby. The Company has not received notice (written or oral) from and, to its knowledge, is not under any review by any Governmental Entity in connection with its revenue recognition policies and procedures. Without limiting All adjustments considered necessary for a fair presentation of the foregoing, for any period after December 31, 1998, the Company has complied in all material respects with Statement of Position 97-2 (Software Revenue Recognition), as amended by Statement of Position 9804financial statements have been included.

SEC Reports and Financial Statements. The Company (a) From December 31, 2015, Parent has timely (including following any extensions of time for filing provided by Rule 12b-25 promulgated under the Exchange Act) filed with the Securities and Exchange Commission (the "SEC"), and has heretofore made available to Parent true and complete copies of, or furnished all forms, reports, schedules, statements documents and other documents reports required to be filed or furnished by it and its Subsidiaries since June 1, 1995 with the SEC under the Securities Act or the Exchange Act prior to the date hereof (such forms, documents and reports the Securities Act of 1933, as amended (the "Securities Act") (as such documents have been amended since the time of their filing, collectively, the "Company “Parent SEC Documents"”). As of their respective dates filing dates, or, if amendedamended prior to the date hereof, as of the date of (and giving effect to) the last such amendmentamendment made prior to the date hereof, the Company Parent SEC DocumentsDocuments complied as to form in all material respects with the requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, includingthe Securities Act and the Exchange Act, without limitationas the case may be, any financial statements or schedules included therein and the applicable rules and regulations promulgated thereunder and the listing and corporate governance rules and regulations of the NYSE, and none of the Parent SEC Documents contained (or, with respect to Parent SEC Documents filed after the "Company Financial Statements") (adate hereof, will not contain) did not contain any untrue statement of a material fact or omit omitted to state a 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 were made, not misleading and misleading. (b) complied Each of the consolidated financial statements contained or incorporated by reference in all material respects with the applicable requirements Parent SEC Documents (as amended, supplemented or restated, if applicable), including the related notes and schedules, was prepared (except as indicated in the notes thereto including, in the case of interim financial statements, for normal and recurring year-end adjustments and as may be permitted by the SEC on Form 10-Q or Form 8-K under the Exchange Act or the Securities Act, as the case may be, and the applicable rules and regulations absence of the SEC thereunder. The Company SEC Documents include all the documents that the Company was required to file with the SEC since June 1, 1995. The Company Financial Statements have been prepared from, and are in accordance with, the books and records of the Company and its consolidated Subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect notes thereto, have been prepared ) in accordance with United States generally accepted accounting principles ("GAAP") GAAP applied on a consistent basis during throughout the periods involved indicated, and each such consolidated financial statement presented fairly, in all material respects, the consolidated financial position, results of operations, stockholders’ equity and cash flows of Parent and its consolidated Subsidiaries as of the respective dates thereof and for the respective periods indicated therein (except as may be indicated in the notes thereto orsubject, in the case of the unaudited quarterly financial statements, to absence of notes and normal year-end adjustments). (c) Other than off-balance sheet financings disclosed in the Parent SEC Documents filed or furnished prior to the date hereof, neither Parent nor any Parent Subsidiary is a party to, or has any Contract to become a party to, any joint venture, off-balance sheet partnership or any similar Contract, including any Contract relating to any transaction or relationship between or among Parent or any Parent Subsidiary, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any off-balance sheet arrangements (as permitted by Form 10defined in Item 303(a) of Regulation S-Q K of the SEC) and present fairly where the consolidated purpose of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parent in Parent’s published financial position and statements or any Parent SEC Documents. (d) To the consolidated results knowledge of operations and cash flows Parent, none of the Company Parent SEC Documents is as of the date hereof the subject of ongoing SEC review and its consolidated Subsidiaries as at the dates thereof or for the periods presented therein. The Company Parent has not received notice (written any comments from the SEC with respect to any of the Parent SEC Documents which remain unresolved, nor has it received any inquiry or oral) information request from and, the SEC as of the date hereof as to its knowledge, any matters affecting Parent which has not been adequately addressed. None of the Parent SEC Documents as of the date hereof is not under the subject of any review confidential treatment request by any Governmental Entity in connection with its revenue recognition policies and procedures. Without limiting the foregoing, for any period after December 31, 1998, the Company has complied in all material respects with Statement of Position 97-2 (Software Revenue Recognition), as amended by Statement of Position 9804Parent.

SEC Reports and Financial Statements. The (a) From December 31, 2015, the Company has timely (including following any extensions of time for filing provided by Rule 12b-25 promulgated under the Exchange Act) filed with the Securities and Exchange Commission (the "SEC"), and has heretofore made available to Parent true and complete copies of, or furnished all forms, reports, schedules, statements documents and other documents reports required to be filed or furnished by it and its Subsidiaries since June 1, 1995 with the SEC under the Securities Act or the Exchange Act (such forms, documents and the Securities Act of 1933, as amended (the "Securities Act") (as such documents have been amended since the time of their filing, collectivelyreports, the "“Company SEC Documents"”). As of their respective dates filing dates, or, if amendedamended prior to the date hereof, as of the date of (and giving effect to) the last such amendmentamendment made prior to the date hereof, the Company SEC DocumentsDocuments complied as to form in all material respects with the requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, includingthe Securities Act and the Exchange Act, without limitationas the case may be, any financial statements or schedules included therein and the applicable rules and regulations promulgated thereunder and the listing and corporate governance rules and regulations of NASDAQ, and none of the Company SEC Documents contained (or, with respect to Company SEC Documents filed after the "Company Financial Statements") (adate hereof, will not contain) did not contain any untrue statement of a material fact or omit omitted to state a 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 were made, not misleading and misleading. (b) complied Each of the consolidated financial statements contained or incorporated by reference in all material respects with the applicable requirements Company SEC Documents (as amended, supplemented or restated, if applicable), including the related notes and schedules, was prepared (except as indicated in the notes thereto including, in the case of interim financial statements, for normal and recurring year-end adjustments and as may be permitted by the SEC on Form 10-Q or Form 8-K under the Exchange Act or the Securities Act, as the case may be, and the applicable rules and regulations absence of the SEC thereunder. The Company SEC Documents include all the documents that the Company was required to file with the SEC since June 1, 1995. The Company Financial Statements have been prepared from, and are in accordance with, the books and records of the Company and its consolidated Subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect notes thereto, have been prepared ) in accordance with United States generally accepted accounting principles Generally Accepted Accounting Principles ("“GAAP"”) applied on a consistent basis during throughout the periods involved (except as may be indicated in the notes thereto orindicated, and each such consolidated financial statement presented fairly, in the case of the unaudited statementsall material respects, as permitted by Form 10-Q of the SEC) and present fairly the consolidated financial position and the consolidated position, results of operations operations, stockholders’ equity and cash flows of the Company and its consolidated Subsidiaries as at of the respective dates thereof or and for the respective periods presented therein. The indicated therein (subject, in the case of unaudited quarterly financial statements, to absence of notes and normal year-end adjustments). (c) Other than the off-balance sheet financings disclosed in the Company SEC Documents filed or furnished prior to the date hereof or disclosed in Section 6.1 of the Company Disclosure Letter, neither the Company nor any Company Subsidiary is a party to, or has any Contract to become a party to, any joint venture, off-balance sheet partnership or any similar Contract, including any Contract relating to any transaction or relationship between or among the Company or any Company Subsidiary, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any off-balance sheet arrangements (as defined in Item 303(a) of Regulation S-K of the SEC) where the purpose of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company in the Company’s published financial statements or any Company SEC Documents. (d) To the knowledge of the Company, none of the Company SEC Documents is as of the date hereof the subject of ongoing SEC review and the Company has not received notice (written or oral) any comments from and, the SEC with respect to its knowledge, is not under any review by any Governmental Entity in connection with its revenue recognition policies and procedures. Without limiting the foregoing, for any period after December 31, 1998, of the Company SEC Documents which remain unresolved, nor has complied in all material respects with Statement it received any inquiry or information request from the SEC as of Position 97-2 (Software Revenue Recognition), the date hereof as amended to any matters affecting the Company which has not been adequately addressed. None of the Company SEC Documents as of the date hereof is the subject of any confidential treatment request by Statement of Position 9804the Company.

SEC Reports and Financial Statements. The Company delivered or has filed with the Securities and Exchange Commission (the "SEC"), and has heretofore made available to Parent prior to the execution of this Agreement a true and complete copies ofcopy of each form, all formsreport, reportsschedule, schedulesregistration statement, statements definitive proxy statement and other documents required to be document (together with all amendments thereof and supplements thereto) filed by it and the Company or any of its Subsidiaries with the SEC since June 1December 31, 1995 under the Exchange Act and the Securities Act of 1933, as amended (the "Securities Act") 1998 (as such documents have been amended since the time of their filing, collectivelyfiling been amended or supplemented, the "Company SEC DocumentsReports"), which are all the documents (other than preliminary material) that the Company and its Subsidiaries were required to file with the SEC since such date. As of their respective dates or, if amended, as of the date of the last such amendmentdates, the Company SEC DocumentsReports (i) complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, includingas the case may be, without limitation, any financial statements or schedules included therein and (the "Company Financial Statements") (aii) 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 therein, in light of the circumstances under which they were made, not misleading misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements (bincluding, in each case, the notes, if any, thereto) included in the Company SEC Reports (the "Company Financial Statements") complied as to form in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. The Company SEC Documents include all the documents that the Company was required to file with the SEC since June 1, 1995. The Company Financial Statements have been prepared from, and are in accordance with, the books and records of the Company and its consolidated Subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto or, in the case of the and except with respect to unaudited statements, statements as permitted by Form 10-Q of the SEC) and fairly present fairly (subject, in the case of the unaudited interim financial statements, to normal, recurring year-end audit adjustments (which are not expected to be, individually or in the aggregate, materially adverse to the Company and its Subsidiaries taken as a whole)) the consolidated financial position and the consolidated results of operations and cash flows of the Company and its consolidated Subsidiaries as at the respective dates thereof or and the consolidated results of their operations and cash flows for the respective periods presented thereinthen ended. The Company has not received notice (written or oral) from and, to its knowledge, is not under any review by any Governmental Entity in connection with its revenue recognition policies and procedures. Without limiting the foregoing, for any period after December 31, 1998, Each Subsidiary of the Company has complied is treated as a consolidated Subsidiary of the Company in the Company Financial Statements for all material respects with Statement of Position 97-2 (Software Revenue Recognition), as amended by Statement of Position 9804periods covered thereby.

SEC Reports and Financial Statements. The Company has timely filed with the Securities and Exchange Commission (the "SEC"), and has heretofore made available to Parent true and complete copies of, all forms, required reports, schedules, forms, statements and other documents required to be filed by it (including exhibits and its Subsidiaries since June 1, 1995 all other information incorporated therein) under the Exchange Act and the Securities Act of 1933, as amended (the "Securities Act") ), and the Exchange Act, with the SEC since January 1, 1996 (as such reports, schedules, forms, statements and documents have been amended since the time of their filing, collectively, the "Company SEC Documents"). As of their respective dates ordates, or if amendedamended prior to the date hereof, as of the date of the last such amendment, the Company SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, includingand none of the SEC Documents when filed, without limitationor as so amended, any financial statements or schedules included therein (the "Company Financial Statements") (a) did 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 therein, in light of the circumstances under which they were made, not misleading and (b) complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereundermisleading. The Company SEC Documents include all the documents that the Company was required to file with the SEC since June 1, 1995. The Company Financial Statements have been prepared from, and are in accordance with, the books and records financial statements of the Company and its consolidated Subsidiariesincluded in the SEC Documents comply as to form, comply as of their respective date of filing with the SEC, in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles ("GAAP") (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto orthereto), and fairly present in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) and present fairly all material respects the consolidated financial position and the consolidated results of operations and cash flows of the Company and its consolidated Subsidiaries subsidiaries as at of the dates thereof or and the consolidated statement of earnings, cash flows and shareholders' equity for the periods presented therein. The Company has not received notice then ended (written or oral) from andsubject, in the case of unaudited statements, to its knowledgenormal recurring year-end audit adjustments). Except as set forth in the SEC Documents filed prior to the date of this Agreement and except for liabilities and obligations that are not material to the Company as a whole, is not under neither the Company nor any review by Company Subsidiary has any Governmental Entity in connection with its revenue recognition policies and procedures. Without limiting the foregoingliabilities or obligations of any nature (whether accrued, for any period after December 31absolute, contingent or otherwise) which have been incurred or shall have arisen prior to September 30, 1998, the Company has complied in all material respects with Statement of Position 97-2 (Software Revenue Recognition), as amended by Statement of Position 9804.

SEC Reports and Financial Statements. The (a) As of their respective dates, each form, report, schedule, registration statement, definitive proxy statement and other document (together with all amendments thereof and supplements thereto) filed by the Company has filed or any of its Subsidiaries with the Securities and Exchange Commission SEC since February 4, 2000 (as such documents have since the time of their filing been amended or supplemented, the "SECCompany SEC Reports"), and has heretofore made available to Parent true and complete copies of, which are all forms, reports, schedules, statements and other of the documents required to be filed by it that the Company and its Subsidiaries were required to file with the SEC since June 1, 1995 under such date: (i) complied as to form in all material respects with the Exchange Act and requirements of the Securities Act of 1933, as amended amended, and the rules and regulations thereunder (the "Securities Act") (), or the Exchange Act, as such documents have been amended since the time of their filingcase may be, collectivelyand if applicable, the "Company SEC Documents"). As ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of their respective dates or, if amended, as of 2002 and the date of the last such amendment, the Company SEC Documents, including, without limitation, any financial statements or schedules included therein rules and regulations promulgated thereunder (the "Company Financial Statements▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act") , and (aii) 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 therein, in light of the circumstances under which they were made, not misleading misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements (bincluding, in each case, the notes, if any, thereto) included in the Company SEC Reports (the "Company Financial Statements") complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. The Company SEC Documents include all the documents that the Company was required to file with the SEC since June 1, 1995. The Company Financial Statements have been prepared from, and are in accordance with, the books and records of the Company and its consolidated Subsidiaries, comply form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect SEC, including, without limitation, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, applicable thereto, have been were prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto or, in the case of the and except with respect to unaudited statements, statements as permitted by Form 10-Q of the SEC) and fairly present fairly (subject, in the case of the unaudited interim financial statements, to normal, recurring year-end audit adjustments) the consolidated financial position and the consolidated results of operations and cash flows of the Company and its consolidated Subsidiaries as at the respective dates thereof or and the consolidated results of their operations and cash flows for the respective periods presented thereinthen ended. Except as set forth in Section 4.05 of the Company Disclosure Letter, each Subsidiary of the Company is treated as a consolidated Subsidiary of the Company in the Company Financial Statements for all periods covered thereby. (b) The Company has not received notice maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act; such controls and procedures are effective to ensure that all material information concerning the Company and its Subsidiaries 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. (written or oralc) from and, to its knowledge, is not under any review by any Governmental Entity As used in connection with its revenue recognition policies and procedures. Without limiting the foregoing, for any period after December 31, 1998this Section 4.05, the Company has complied term "file" shall be broadly construed to include any manner in all material respects with Statement of Position 97-2 (Software Revenue Recognition)which a document or information is furnished, as amended by Statement of Position 9804supplied or otherwise made available to the SEC.

SEC Reports and Financial Statements. (a) The Company has filed with the Securities and Exchange Commission (the "SEC"), and has heretofore made available to Parent true and complete copies of, SEC all forms, reports, schedules, registration statements, definitive proxy statements and other documents required to be filed by it and its Subsidiaries the Company with the SEC since June 1December 24, 1995 under (collectively, the "SEC Reports"), and the Company has heretofore delivered to Parent such SEC Reports, in the form filed with the SEC. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Exchange Act and or the Securities Act of 1933, as amended (the "Securities Act") (as such documents have been amended since the time of their filing, collectively, the "Company SEC Documents"). As of their respective dates or, if amended, as and the rules and regulations of the date SEC promulgated thereunder that are applicable, as the case may be, to such SEC Reports, and none of the last such amendment, the Company SEC Documents, including, without limitation, any financial statements or schedules included therein (the "Company Financial Statements") (a) did not contain Reports contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading and misleading. No Subsidiary currently has, or since December 24, 1995 has had, an independent obligation to file any form, report or other document with the SEC. (b) complied in all material respects with the applicable requirements Each of the Exchange Act or the Securities Act, as the case may be, audited consolidated balance sheets and the applicable rules related consolidated statements of operations, stockholders' equity and regulations cash flows (including the related notes and schedules thereto) of the SEC thereunder. The Company SEC Documents include all the documents that the Company was required to file with contained in the SEC since June 1, 1995. The Company Financial Statements have been prepared from, Reports present fairly the consolidated financial position and are in accordance with, the books consolidated results of operations and records cash flows of the Company and its the consolidated Subsidiaries, comply in all material respects with applicable accounting requirements and with Subsidiaries as at the published rules and regulations of respective dates thereof or for the SEC with respect thereto, have been prepared respective periods presented therein in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during throughout the periods involved (indicated except as may be indicated otherwise noted therein, including the related notes. (c) The consolidated balance sheets and the related consolidated statements of operations and cash flows (including, in each case, the related notes thereto) of the Company contained in the notes thereto or, in the case of the unaudited statements, as permitted by Form Forms 10-Q of for the SECperiods ended September 27, 1998, June 28, 1998 and March 29, 1998 included in the SEC Reports (collectively, the "Quarterly Financial Statements") and have been prepared in accordance with the requirements for interim financial statements contained in Regulation S-X. The Quarterly Financial Statements present fairly the consolidated financial position and the consolidated position, results of operations and cash flows of the Company and its consolidated Subsidiaries for all periods presented therein in accordance with GAAP applied on a consistent basis throughout the periods indicated except (i) for normal and recurring year-end audit adjustments and (ii) conformity of the related notes to GAAP requirements. (d) Except as and to the extent set forth on the consolidated balance sheet of the Company and the Subsidiaries as at September 27, 1998, including the dates thereof notes thereto (the "1998 Balance Sheet"), neither the Company nor any Subsidiary has any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise) which would be required to be reflected on a balance sheet, or in the notes thereto, prepared in accordance with GAAP, except for liabilities and obligations incurred in the periods presented therein. ordinary course of business consistent with past practice since September 27, 1998, which would not, individually or in the aggregate, have a Material Adverse Effect on the Company. (e) The Company has heretofore furnished to Parent complete and correct copies of all amendments and modifications that have not received notice (written or oral) from andbeen 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, to its knowledgethe extent that such amendment or modification materially modifies the terms of such agreement, is not under any review by any Governmental Entity in connection with its revenue recognition policies and procedures. Without limiting the foregoing, for any period after December 31, 1998, the Company has complied in all material respects with Statement of Position 97-2 (Software Revenue Recognition), as amended by Statement of Position 9804document or other instrument.

SEC Reports and Financial Statements. The (a) Since January 1, 2007, the Company has filed with the Securities and Exchange Commission (the "SEC"), and has heretofore made available to Parent true and complete copies of, SEC all forms, reports, schedules, registration statements, definitive proxy statements and other documents (collectively, including all exhibits thereto, the “Company SEC Reports”) required to be filed by it and its Subsidiaries since June 1, 1995 under the Exchange Act and Company with the Securities Act of 1933, as amended (the "Securities Act") (as such documents have been amended since the time of their filing, collectively, the "Company SEC Documents")SEC. As of their respective dates ordates, if amended, as of and giving effect to any amendments or supplements thereto filed prior to the date of the last such amendmentthis Agreement, the Company SEC DocumentsReports complied in all material respects as to form with the requirements of the Securities Act, includingthe Exchange Act, without limitationand the respective rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Reports, any financial statements or schedules included therein (and none of the "Company Financial Statements") (a) did not contain SEC Reports contained any untrue statement of a material fact or omit omitted to state a any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and misleading. No Company Subsidiary is required to file any forms, reports or other documents with the SEC pursuant to Section 13 or 15 of the Exchange Act. (b) complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, The consolidated balance sheets and the applicable rules related consolidated statements of income, stockholders’ equity and regulations of cash flows (including, in each case, any related notes and schedules thereto) (collectively, the SEC thereunder. The Company SEC Documents include all the documents that the Company was required to file with the SEC since June 1, 1995. The “Company Financial Statements have been prepared from, and are in accordance with, the books and records Statements”) of the Company and its consolidated Subsidiaries, contained in the Company SEC Reports comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance conformity with United States generally accepted accounting principles ("“GAAP"”) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto orexcept, 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 otherwise noted therein or to the extent required by GAAP) and present fairly in all material respects the consolidated financial position and the consolidated results of operations and cash flows of the Company and its consolidated the Company Subsidiaries as at of the dates thereof or for the periods presented therein, all in accordance with GAAP (subject, in the case of unaudited statements, to normal year-end adjustments). Except as reflected in the Company Financial Statements, neither the Company nor any Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated balance sheet of the Company and the Company Subsidiaries or in the notes thereto, other than any liabilities incurred in the ordinary course of business since March 31, 2010 which, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (c) With respect to each annual report on Form 10-K, each quarterly report on Form 10-Q and each amendment of any such report included in the Company SEC Reports filed since January 1, 2007, the principal executive officer and principal financial officer of the Company (or each former principal executive officer and each former principal financial officer of the Company) have made all certifications required by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”) and any related rules and regulations promulgated by the SEC. (d) The Company’s system of “internal controls over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) is reasonably sufficient in all material respects to provide reasonable assurance (i) that transactions are recorded as necessary to permit preparation of financial statements in conformity GAAP, (ii) that receipts and expenditures are executed in accordance with the authorization of management, and (iii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s assets that would materially affect the Company’s financial statements. No significant deficiency, material weakness or fraud, whether or not material, that involves management or other employees was identified in management’s assessment of internal controls as of December 31, 2009 (nor has any such deficiency, weakness or fraud been identified between that date and the date of this Agreement). (e) The Company’s “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) are reasonably designed to ensure that (i) all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Securities Act is recorded, processed, summarized and reported to the individuals responsible for preparing such reports within the time periods specified in the rules and forms of the SEC, and (ii) all such information is accumulated and communicated to the Company’s management or to other individuals responsible for preparing such reports as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the principal executive officer and principal financial officer of the Company required under the Exchange Act with respect to such reports. (f) Since December 31, 2007, (i) neither the Company nor any Company Subsidiary nor, to the knowledge of the Company, any director, officer, employee, auditor, accountant or Representative (as defined in Section 6.8(a)) of the Company or any Company Subsidiary has not received notice (or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral) from and, to its knowledgeregarding the accounting or auditing practices, is not under any review by any Governmental Entity in connection with its revenue recognition policies and procedures. Without limiting the foregoing, for any period after December 31, 1998, methodologies or methods of the Company or any Company Subsidiary or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that the Company or any Company Subsidiary has complied engaged in questionable accounting or auditing practices and (ii) no attorney representing the Company or any Company Subsidiary, whether or not employed by the Company or any Company Subsidiary, 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. (g) The Company is in compliance in all material respects with Statement all current listing and corporate governance requirements of Position 97Nasdaq, and is in compliance in all material respects with all rules, regulations and requirements of the ▇▇▇▇▇▇▇▇-2 (Software Revenue Recognition), as amended by Statement of Position 9804▇▇▇▇▇ Act.