not under any
obligation by reason of any agreement to register the offer and sale or resale
of any of its securities under the Securities Act.
3.4
SEC Filings; Financial Statements;
Liabilities.
(A)
HARBOR HAS MADE AVAILABLE TO THE COMPANY
AND THE STOCKHOLDERS' REPRESENTATIVE A CORRECT AND COMPLETE COPY OF EACH REPORT,
REGISTRATION STATEMENT AND DEFINITIVE PROXY STATEMENT FILED BY HARBOR WITH THE
SECURITIES AND EXCHANGE COMMISSION (THE "HARBOR SEC REPORTS"), WHICH ARE ALL THE
FORMS, REPORTS AND DOCUMENTS REQUIRED TO BE FILED BY HARBOR WITH THE SECURITIES
AND EXCHANGE COMMISSION (THE "SEC") PRIOR TO THE DATE OF THIS AGREEMENT. AS OF
THEIR RESPECTIVE DATES THE HARBOR SEC REPORTS:
(I) WERE PREPARED IN ACCORDANCE
AND 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 THEREUNDER APPLICABLE TO SUCH HARBOR SEC REPORTS, AND (II) DID NOT AT
THE TIME THEY WERE FILED (AND IF AMENDED OR SUPERSEDED BY A FILING PRIOR TO THE
DATE OF THIS AGREEMENT THEN ON THE DATE OF SUCH FILING AND AS SO AMENDED OR
SUPERSEDED) CONTAIN ANY UNTRUE STATEMENT OF A MATERIAL FACT OR OMIT TO STATE A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. EXCEPT TO THE EXTENT SET FORTH IN THE PRECEDING SENTENCE, HARBOR
MAKES NO REPRESENTATION OR WARRANTY WHATSOEVER CONCERNING THE HARBOR SEC REPORTS
AS OF ANY TIME OTHER THAN THE TIME THEY WERE FILED.
(B)
EACH SET OF FINANCIAL STATEMENTS (INCLUDING,
IN EACH CASE, ANY RELATED NOTES THERETO) CONTAINED IN THE HARBOR SEC REPORTS,
INCLUDING EACH HARBOR SEC REPORT FILED AFTER THE DATE HEREOF UNTIL THE CLOSING,
COMPLIED OR WILL COMPLY AS TO FORM IN ALL MATERIAL RESPECTS WITH THE PUBLISHED
RULES AND REGULATIONS OF THE SEC WITH RESPECT THERETO, WAS OR WILL BE PREPARED
IN ACCORDANCE WITH GAAP APPLIED ON A CONSISTENT BASIS THROUGHOUT THE PERIODS
INVOLVED (EXCEPT AS MAY BE INDICATED IN THE NOTES THERETO OR, IN THE CASE OF
UNAUDITED STATEMENTS, DO NOT CONTAIN FOOTNOTES AS PERMITTED BY FORM 10-Q UNDER
THE EXCHANGE ACT) AND EACH FAIRLY PRESENTS OR WILL FAIRLY PRESENT IN ALL
MATERIAL RESPECTS THE FINANCIAL POSITION OF HARBOR AT THE RESPECTIVE DATES
THEREOF AND THE RESULTS OF ITS OPERATIONS AND CASH FLOWS FOR THE PERIODS
INDICATED, EXCEPT THAT THE UNAUDITED INTERIM FINANCIAL STATEMENTS WERE OR WILL
BE ARE SUBJECT TO NORMAL ADJUSTMENTS WHICH WERE NOT OR ARE NOT EXPECTED TO HAVE
A MATERIAL ADVERSE EFFECT ON HARBOR TAKEN AS A WHOLE.
(C)
AS OF THE DATE OF THIS AGREEMENT, ALL
LIABILITIES OF HARBOR OF A TYPE THAT WOULD BE REQUIRED TO BE SHOWN ON THE
FINANCIAL STATEMENTS INCLUDED IN THE HARBOR SEC REPORTS HAVE BEEN (I) STATED OR
ADEQUATELY RESERVED AGAINST IN THE FINANCIAL STATEMENTS INCLUDED IN THE
29
HARBOR SEC REPORTS, (II) REFLECTED IN SECTION 3.4 OF THE DISCLOSURE SCHEDULE, OR
(III) INCURRED