Common use of Company Reports; Financial Statements Clause in Contracts

Company Reports; Financial Statements. (i) The Company has made available to Parent each registration statement, report, proxy statement or information statement prepared by it since December 31, 1994 including (i) the Company's Annual Report on Form 10-K for the year ended December 31, 1996 (the "Audit Date"), and (ii) the Company's Quarterly Reports on Form 10-Q for the periods ended March 31, 1997, June 30, 1997 and September 30, 1997, each in the form (including exhibits, annexes and any amendments thereto) filed with the Securities and Exchange Commission (the "SEC") (collectively, including any such reports filed subsequent to the date hereof, the "Company Reports"). As of their respective dates, the Company Reports did not, and any Company Reports filed with the SEC subsequent to the date hereof will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. Each of the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) fairly presents, or will fairly present, the consolidated financial position of the Company and its Subsidiaries as of its date and each of the consolidated statements of income and of changes in financial position included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents, or will fairly present, the results of operations, retained earnings and changes in financial position, as the case may be, of the Company and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved, except as may be noted therein.

Company Reports; Financial Statements. (i) The Company has delivered or made available to Parent each registration statement, report, proxy statement or information statement prepared by it since December 31, 1994 1996 (the "Audit Date"), including (i) the Company's Annual Report on Form 10-K for the year ended December 31, 1996 (the "Audit Date"), and (ii) the Company's Quarterly Reports on Form 10-Q for the periods ended March 31, 1997, June 30, 1997 and September 30, 1997, each in the form (including exhibits, annexes and any amendments thereto) filed with the Securities and Exchange Commission (the "SEC") (collectively, including any such reports filed subsequent to the date hereof, the "Company Reports"). As of their respective dates, the Company Reports did not, and any Company Reports filed with the SEC subsequent to the date hereof will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. Each of the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) fairly presents, or will fairly present, the consolidated financial position of the Company and its Subsidiaries as of its date and each of the consolidated statements of income and of changes in financial position included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents, or will fairly present, the consolidated results of operations, retained earnings and changes in financial position, as the case may be, of the Company and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved, except as may be noted therein. The Company has delivered or made available to Parent true and complete copies of the annual and quarterly statements of each of the Company Insurance Subsidiaries as filed with the applicable insurance regulatory authorities for the years ended December 31, 1994, 1995 and 1996 and the quarterly periods ended March 31, 1997, June 30, 1997 and September 30, 1997, including all exhibits, interrogatories, notes, schedules and any actuarial opinions, affirmations or certifications or other supporting documents filed in connection therewith (collectively, the "Company SAP Statements"). The Company SAP Statements were prepared in conformity with statutory accounting practices prescribed or permitted by the applicable insurance regulatory authority consistently applied for the periods covered thereby and present fairly the statutory financial position of such Company Insurance Subsidiaries as at the respective dates thereof and the results of operations of such Subsidiaries for the respective periods then ended. The Company SAP Statements complied in all material respects with all applicable laws, rules and regulations when filed, and no material deficiency has been asserted with respect to any Company SAP Statements by the applicable insurance regulatory body or any other governmental agency or body. The annual statutory balance sheets and income statements included in the Company SAP Statements have been audited by Ernst & Young LLP, and the Company has delivered or made available to Parent true and complete copies of all audit opinions related thereto. The Company has delivered or made available to Parent true and complete copies of all examination reports of insurance departments and any insurance regulatory agencies since January 1, 1994 relating to the Company Insurance Subsidiaries.

Company Reports; Financial Statements. (i) The Company has made available filed all reports and other documents to Parent be filed by it since its formation under the Exchange Act or the Securities Act. Section 3.5 of the Seller Disclosure Letter contains a complete list of each registration statement, report, proxy statement or information statement prepared by it since December 31, 1994 including (i) the Company's Annual Report on Form 10-K for the year ended December 31, 1996 (the "Audit Date"), and (ii) the Company's Quarterly Reports on Form 10-Q for the periods ended March 31, 1997, June 30, 1997 and September 30, 1997, each in the form (including exhibits, annexes and any amendments thereto) filed by it with the Securities and Exchange Commission (the "SEC") SEC (collectively, including any such reports filed subsequent to the date hereof, the "Company Reports"). The Company has delivered or will deliver promptly after filing true and correct copies of each of the Company Reports to Buyer. As of their respective dates, the Company Reports did not, and any Company Reports filed with the SEC subsequent to the date hereof will 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 in which they were made, not misleading. Each of the Company Reports complied in all material respects with the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations thereunder. To the Knowledge of the Company, each of the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) fairly presents, or will fairly present, in all material respects, the consolidated financial position of the Company and each of its Subsidiaries as of its date date, and each of the consolidated statements of income income, shareholders' equity and of changes in financial position cash flows included in or incorporated by reference into the Company Reports (including any related notes and schedules) (together with such consolidated balance sheets hereinafter the "Financial Statements") fairly presents, or will fairly present, in all material respects, the results of consolidated operations, retained earnings shareholders' equity and changes in financial positioncash flows, as the case may be, of the Company and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved, except as may be noted therein.

Company Reports; Financial Statements. (i) The Since December 31, 2007, the Company has made available and its Subsidiaries have filed or furnished, as applicable, on a timely basis (taking into account all applicable grace periods) all material forms, statements, certifications, reports and other documents required to Parent each registration statementbe filed or furnished by them under the Public Utility Holding Company Act of 2005, reportthe Energy Policy Act of 2005, proxy statement the FPA, the Communications Act of 1934, and the Laws of FERC, the Department of Energy, the FCC and applicable state public utility Laws (such forms, statements, certifications, reports and other documents filed or information statement prepared by it furnished since December 31, 1994 including (i) the Company's Annual Report on Form 10-K for the year ended December 31, 1996 (the "Audit Date"), 2007 and (ii) the Company's Quarterly Reports on Form 10-Q for the periods ended March 31, 1997, June 30, 1997 and September 30, 1997, each in the form (including exhibits, annexes and any amendments thereto) those filed with the Securities and Exchange Commission (the "SEC") (collectively, including any such reports filed or furnished subsequent to the date hereof, collectively, the "“Company Reports"”). Each Company Report, as of its filing date (or if amended, as of the date of such amendment), complied or, if not yet filed or furnished, will comply in all material respects with applicable requirements of applicable Laws and the rules and regulations thereunder. Since December 31, 2007, the Company and its Subsidiaries have filed or furnished, as applicable, on a timely basis (taking into account all applicable grace periods) all forms, certifications, reports, registration statements, definitive proxy statements and other documents required to be filed or furnished by them with the SEC under the Securities Act and the Exchange Act (such forms, certifications, reports, registration statements, definitive proxy statements and other documents filed or furnished since December 31, 2007 and those filed or furnished subsequent to the date hereof, collectively, the “Company SEC Reports”). Each of the Company SEC Reports (including any financial statements or schedules included therein), at the time of its filing or being furnished (or if amended, as of the date of such amendment), complied or, if not yet filed or furnished, will comply in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 and any rules and regulations promulgated thereunder applicable to the Company SEC Reports. As of their respective datesdates (or, if amended prior to the date hereof, as of the date of such amendment), the Company SEC Reports did not, and any Company SEC Reports filed with or furnished to the SEC subsequent to the date hereof will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. Each As of the consolidated balance sheets included in date hereof, there are no material outstanding or incorporated by reference into unresolved comments received from the Company Reports (including the related notes and schedules) fairly presents, or will fairly present, the consolidated financial position SEC with respect to any of the Company and its Subsidiaries as of its date and each of the consolidated statements of income and of changes in financial position included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents, or will fairly present, the results of operations, retained earnings and changes in financial position, as the case may be, of the Company and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved, except as may be noted thereinSEC Reports.

Company Reports; Financial Statements. (i) The To the best knowledge of the Company, each of the Company and its Subsidiaries has made available all filings required to Parent each registration statement, report, proxy statement or information statement prepared by it since December 31, 1994 including (i) the Company's Annual Report on Form 10-K for the year ended December 31, 1996 (the "Audit Date"), and (ii) the Company's Quarterly Reports on Form 10-Q for the periods ended March 31, 1997, June 30, 1997 and September 30, 1997, each in the form (including exhibits, annexes and any amendments thereto) filed be made with the Securities and Exchange Commission (the "SEC") SEC since January 1, 2002 (collectively, including any such reports filed subsequent to the date hereof, the "“Company Reports"”), none of the Company or any of its Subsidiaries has made or is or has been required to make any filing with any other Governmental Entity since January 1, 2002, other than Tax filings and other routine corporate filings and each of the Company and its Subsidiaries has made available to the Parent each schedule, report or other filing (including any amendments or supplements thereto) prepared by it since December 31, 2003 (the “Audit Date”), each in the form (including exhibits and any amendments or supplements thereto) filed with the SEC. The Company has made available to Parent true and complete copies of each Company Report and each of the Company Reports so delivered (A) are, and any Company Reports filed with the SEC subsequent to the date hereof will be, in material compliance with all Laws and other requirements applicable to such Company Reports and (B) were, and any Company Reports filed with the SEC subsequent to the date hereof will be, timely made. Neither the Company nor any of its Subsidiaries has received or is otherwise aware of any comments or inquiries from the SEC relating to any Company Report that, individually or in the aggregate, have had or is reasonably expected to have a Company Material Adverse Effect, or is reasonably expected to prevent, materially delay or materially impair the ability of the Company to consummate the Merger or any other transactions contemplated by this Agreement. As of their respective datesdates (or if amended, as of the date of such amendment), the Company Reports did not, and any Company Reports filed with the SEC subsequent to the date hereof will not, contain any untrue statement of a material fact or omit fact. The Company has delivered to state a material fact required to be stated therein or necessary to make the Parent true and complete copies of (x) the audited consolidated financial statements made thereinof PCX for the fiscal year ended December 31, in light 2003, (y) the unaudited consolidated financial statements of PCX for the quarterly periods ended March 31, 2004 and June 30, 2004, and (z) the unaudited consolidated financial statements of the circumstances in which they were madeCompany for the quarterly period ended September 30, not misleading2004 (the “September 30, 2004 Company Financial Statements”) ((x), (y) and (z) collectively, the “Company Financial Statements”). Each of the consolidated balance sheets included in or incorporated by reference into the Company Reports Financial Statements (including the related notes and schedules) fairly presents, or will fairly present, presents the consolidated financial position of the Company and its Subsidiaries as of its date and each of the consolidated statements of income income, retained earnings, and cash flows and of changes in financial position included in or incorporated by reference into the Company Reports Financial Statements (including any related notes and schedules) fairly presents, or will fairly present, presents the results of operations, retained earnings earnings, stockholders’ equity, cash flows and changes in financial position, as the case may be, of the Company and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to the absence of notes and normal year-end audit adjustments that adjustments, which will not be material in amount or effect), in each case in accordance conformity with U.S. generally accepted accounting principles ("“GAAP"”) consistently applied during the periods involved, except as may be noted therein.

Company Reports; Financial Statements. (i) The Company has made available delivered to the Parent each registration statement, report, proxy statement or information statement prepared by it since December 31January 1, 1994 2000 (the "Audit Date"), including (i) the Company's Annual Report on Form 10-K for the year ended December 31January 1, 1996 (the "Audit Date")2000, and (ii) the Company's Current Report on Form 8-K, filed with the SEC xx Xxxxx 0, 0000, (xxx) xxx Company's Form 10-K/A filed with the SEC on May 1, 2000, and (iv) the Company's Quarterly Reports Report on Form 10-Q for the periods quarterly period ended March 31April 1, 1997, June 30, 1997 and September 30, 19972000, each in the form (including exhibits, annexes and any amendments thereto) filed with the Securities and Exchange Commission (the "SEC") and (v) an unaudited consolidated balance sheet for the Company and its Subsidiaries as of June 1, 2000 (collectively, including any such reports filed subsequent to the date hereofhereof and as amended, the "Company Reports"). As of their respective datesdates (or, if amended, as of the date of such amendment), the Company Reports did not, and any Company Reports filed with the SEC subsequent to the date hereof will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. Each of the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) fairly presents, or will fairly present, the consolidated financial position of the Company and its Subsidiaries as of its date and each of the consolidated statements of income and of changes in financial position included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents, or will fairly present, the results of operations, retained earnings and changes in financial position, as the case may be, of the Company and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved, except as may be noted therein.

Company Reports; Financial Statements. (i) The Company has made available delivered ------------------------------------- to Parent each registration statement, report, proxy statement or information statement prepared by it since December 31, 1994 1996, including (i) the Company's Annual Report on Form 10-K for the year ended December 31, 1996 (the "Audit Date")1996, and (ii) the Company's Quarterly Reports on Form 10-Q for the periods ended March 31, 1997, June 30, 1997 1997, and September 30, 1997, and (iii) the Company's two Current Reports on Form 8-K dated June 17, 1997, each in the form (including exhibits, annexes and any amendments thereto) filed with the Securities and Exchange Commission (the "SEC") SEC (collectively, including any such reports filed subsequent to the date hereof, the "Company Reports"). --------------- As of their respective dates, the Company Reports did not, and any Company Reports filed with the SEC subsequent to the date hereof will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. Each of the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) fairly presents, or will fairly present, the consolidated financial position of the Company and its Subsidiaries as of its date and each of the consolidated statements of income and of changes in financial position cash flows included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents, or will fairly present, the results of operations, retained earnings and changes in financial position, as the case may be, of the Company and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with generally accepted accounting principles ("GAAP") ---- consistently applied during the periods involved, except as may be noted therein.

Company Reports; Financial Statements. (ia) The Company has made available furnished or filed all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to Parent each registration statementbe furnished or filed by the Company with the SEC since January 1, report2015 (such documents, proxy statement or together will all exhibits, financial statements, including the Company Financial Statements, and schedules thereto and all information statement prepared incorporated therein by it since December 31reference, 1994 including but excluding the Proxy Statement, being collectively referred to as the “Company Reports”). Each Company Report (i) at the Company's Annual Report on Form 10time furnished or filed, complied in all material respects with the applicable requirements of the Exchange Act, the Securities Act or the Xxxxxxxx-K for Xxxxx Act of 2002 (including the year ended December 31, 1996 (the "Audit Date"rules and regulations promulgated thereunder), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company Report and (ii) did not at the Company's Quarterly Reports on Form 10-Q for the periods ended March 31, 1997, June 30, 1997 and September 30, 1997, each in the form time it was filed (including exhibits, annexes and any amendments thereto) filed with the Securities and Exchange Commission (the "SEC") (collectively, including any such reports filed subsequent or if amended or superseded by a filing or amendment prior to the date hereofof this Agreement, then at the "Company Reports"). As time of their respective dates, the Company Reports did not, and any Company Reports filed with the SEC subsequent to the date hereof will not, such filing or amendment) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances in under which they were made, not misleading. Each of the consolidated balance sheets financial statements of the Company included in or incorporated by reference into the Company Reports (including the related “Company Financial Statements”) complied at the time it was filed as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was prepared in accordance with United States generally accepted accounting principles (“GAAP”) (except, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods and as of the dates involved (except as may be indicated in the notes thereto) and schedules) fairly presentspresent in all material respects, or will fairly presentin accordance with GAAP, the consolidated financial position of the Company and its the Company’s consolidated Subsidiaries as of its date the dates thereof and each of the consolidated statements of income and of changes in financial position included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents, or will fairly present, the results of operations, retained earnings their operations and changes in financial position, as the case may be, of the Company and its Subsidiaries cash flows for the periods set forth therein shown (subject, in the case of unaudited quarterly financial statements, to notes and normal year-end audit adjustments that will not be material in amount or effectadjustments), in each case in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved, except as may be noted therein.

Company Reports; Financial Statements. (ia) The Company has made available filed or furnished, as applicable, on a timely basis all forms, statements, certifications, reports and documents required to Parent each registration statement, report, proxy statement be filed or information statement prepared furnished by it with the SEC pursuant to the Exchange Act or the Securities Act since 31 December 31, 1994 including (i) the Company's Annual Report on Form 10-K for the year ended December 31, 1996 2010 (the "Audit “Applicable Date")”) (the forms, statements, reports and (ii) documents filed or furnished since the Company's Quarterly Reports on Form 10-Q for the periods ended March 31Applicable Date, 1997, June 30, 1997 and September 30, 1997, each in the form (including exhibits, annexes and any amendments thereto) filed with , the Securities and Exchange Commission (“Company Reports”). Each of the "SEC") (collectivelyCompany Reports, including any such reports filed at the time of its filing or being furnished, or if amended or superseded by a subsequent filing prior to the date hereof, as of the "date of such amendment or superseding filing, complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), and any rules and regulations promulgated thereunder applicable to the Company Reports"). As of their respective filing dates, the Company Reports did not, and any Company Reports filed with the SEC subsequent to the date hereof will not, not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading, except to the extent that the information in such Company Report has been amended or superseded by a later Company Report filed prior to the date hereof. Each of the consolidated balance sheets included in or incorporated by reference into principal executive officer and the Company Reports (including the related notes and schedules) fairly presents, or will fairly present, the consolidated principal financial position officer of the Company and its Subsidiaries as of its date (or each former principal executive officer and each former principal financial officer of the consolidated statements Company, as applicable) has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of income and of changes in financial position included in or incorporated by reference into the Xxxxxxxx-Xxxxx Act with respect to the Company Reports (including any related notes and schedules) fairly presentsReports, or will fairly presentand, to the knowledge of the Company, the results statements contained in such certifications are true and accurate in all material respects. For purposes of operationsthis clause 1.4, retained earnings “principal executive officer” and changes in “principal financial position, as officer” shall have the case may be, of the Company and its Subsidiaries for the periods set forth therein (subject, meanings given to such terms in the case of unaudited statements, to notes and normal yearXxxxxxxx-end audit adjustments that will not be material in amount or effect), in each case in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved, except as may be noted thereinXxxxx Act.

Company Reports; Financial Statements. (i) The Company has made available delivered to Parent each registration statement, report, proxy statement or information statement prepared by that it has filed with or furnished to the SEC since December 31, 1994 2002 (the “Company Audit Date”) (collectively, including any other reports filed with or furnished to the SEC subsequent to the date hereof and as amended, the “Company Reports”), including (i) the Company's ’s Annual Report on Form 10-K for the year ended December 31, 1996 (the "Audit Date"), 2002 and (ii) the Company's ’s Quarterly Reports on Form 10-Q for the periods ended March 31, 1997, 2003 and June 30, 1997 and September 30, 1997, each in the form 2003 (including exhibits, annexes and any amendments thereto) filed with the Securities and Exchange Commission (the "SEC") (collectively, including any such reports filed subsequent to the date hereof, the "Company Reports"). As of their respective datesdates (or, if amended prior to the date hereof, as of the date of such amendment), the Company Reports did not, and any Company Reports filed with or furnished to the SEC subsequent to the date hereof will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. Each of the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) fairly presents, or will fairly present, the consolidated financial position of the Company and its Subsidiaries as of its date and each of the consolidated statements of income and of changes in financial position included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents, or will fairly present, the results of operations, retained earnings and changes in financial position, as the case may be, of the Company and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with Canadian generally accepted accounting principles ("“Canadian GAAP"”) consistently applied during the periods involved, except as may be noted therein.

Company Reports; Financial Statements. (ia) The Company has made available furnished or filed all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to Parent each registration statementbe furnished or filed by the Company with the SEC since January 1, report2022 (such documents, proxy statement or together with all exhibits, financial statements, including the Company Financial Statements, and schedules thereto and all information statement prepared incorporated therein by it since December 31reference, 1994 including but excluding the Proxy Statement, being collectively referred to as the “Company Reports”). Each Company Report (i) at the Company's Annual Report on Form 10time furnished or filed, complied in all material respects with the applicable requirements of the Exchange Act, the Securities Act or the Xxxxxxxx-K for Xxxxx Act of 2002 (including the year ended December 31, 1996 (the "Audit Date"rules and regulations promulgated thereunder), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company Report and (ii) did not at the Company's Quarterly Reports on Form 10-Q for the periods ended March 31, 1997, June 30, 1997 and September 30, 1997, each in the form time it was filed (including exhibits, annexes and any amendments thereto) filed with the Securities and Exchange Commission (the "SEC") (collectively, including any such reports filed subsequent or if amended or superseded by a filing or amendment prior to the date hereofof this Agreement, then at the "Company Reports"). As time of their respective dates, the Company Reports did not, and any Company Reports filed with the SEC subsequent to the date hereof will not, such filing or amendment) 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 in under which they were made, not misleading; provided, however, that no representation is made as to the accuracy of any financial projections or forward-looking statements. Each of the consolidated balance sheets financial statements of the Company included in or incorporated by reference into the Company Reports (including the related “Company Financial Statements”) complied at the time it was filed as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was prepared in accordance with United States generally accepted accounting principles (“GAAP”) (except, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods and as of the dates involved (except as may be indicated in the notes thereto) and schedules) fairly presentspresents in all material respects, or will fairly presentin accordance with GAAP, the consolidated financial position of the Company and its the Company’s consolidated Subsidiaries as of its date the dates thereof and each of the consolidated statements of income and of changes in financial position included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents, or will fairly present, the results of operations, retained earnings their operations and changes in financial position, as the case may be, of the Company and its Subsidiaries cash flows for the periods set forth therein shown (subject, in the case of unaudited quarterly financial statements, to notes and normal year-end audit adjustments that will not be material and any other adjustments stated therein or in amount or effectthe notes thereto), in each case in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved, except as may be noted therein.

Company Reports; Financial Statements. (ia) The Company has made available furnished or filed all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to Parent each registration statementbe furnished or filed by the Company with the SEC since January 1, report2015 (such documents, proxy statement or together with all exhibits, financial statements, including the Company Financial Statements, and schedules thereto and all information statement prepared incorporated therein by it since December 31reference, 1994 including but excluding the Proxy Statement, being collectively referred to as the “Company Reports”). Each Company Report (i) at the Company's Annual Report on Form 10time furnished or filed, complied in all material respects with the applicable requirements of the Exchange Act, the Securities Act or the Xxxxxxxx-K for Xxxxx Act of 2002 (including the year ended December 31, 1996 (the "Audit Date"rules and regulations promulgated thereunder), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company Report and (ii) did not at the Company's Quarterly Reports on Form 10-Q for the periods ended March 31, 1997, June 30, 1997 and September 30, 1997, each in the form time it was filed (including exhibits, annexes and any amendments thereto) filed with the Securities and Exchange Commission (the "SEC") (collectively, including any such reports filed subsequent or if amended or superseded by a filing or amendment prior to the date hereofof this Agreement, then at the "Company Reports"). As time of their respective dates, the Company Reports did not, and any Company Reports filed with the SEC subsequent to the date hereof will not, such filing or amendment) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances in under which they were made, not misleading; provided, however, that no representation is made as to the accuracy of any financial projections or forward-looking statements. Each of the consolidated balance sheets financial statements of the Company included in or incorporated by reference into the Company Reports (including the related “Company Financial Statements”) complied at the time it was filed as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was prepared in accordance with United States generally accepted accounting principles (“GAAP”) (except, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods and as of the dates involved (except as may be indicated in the notes thereto) and schedules) fairly presents, or will fairly presentpresents in all material respects, the consolidated financial position of the Company and its the Company’s consolidated Subsidiaries as of its date the dates thereof and each of the consolidated statements of income and of changes in financial position included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents, or will fairly present, the results of operations, retained earnings their operations and changes in financial position, as the case may be, of the Company and its Subsidiaries cash flows for the periods set forth therein shown (subject, in the case of unaudited quarterly financial statements, to notes and normal year-end audit adjustments and any other adjustments stated therein or in the notes thereto). To the Knowledge of the Company, none of the Company Reports is the subject of ongoing SEC review or an outstanding SEC investigation and there are no outstanding or unresolved comments received from the SEC with respect to any of the Company Reports, or any resolved comments received from the SEC that will have not be material yet been reflected in amount or effect), in each case in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved, except as may be noted thereinCompany Reports.

Company Reports; Financial Statements. (i) The Company has made available delivered to Parent and Merger Sub each registration statement, report, proxy statement or information statement prepared by it since December 31, 1994 1997 (the "Audit Date"), including (i) the Company's Annual Report on Form 10-K KSB for the year ended December 31, 1996 (the "Audit Date")1997, and (ii) the Company's Quarterly Reports Report on Form 10-Q QSB for the periods period ended March 31, 1997, June 30, 1997 and September 30, 19971998, each in the form (including exhibits, annexes and any amendments thereto) filed with the Securities and Exchange Commission (the "SEC") (collectively, including any such reports filed subsequent to the date hereofhereof and as amended, the "Company Reports"). As of their respective dates, (or, if amended, as of the date of the latest of such amendments) the Company Reports did not, and any Company Reports filed with the SEC subsequent to the date hereof will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. Each of the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) fairly presents, or will fairly present, the consolidated financial position of the Company and its Subsidiaries as of its date and each of the consolidated statements of income and of changes in financial position included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents, or will fairly present, the results of operations, retained earnings and changes in financial position, as the case may be, of the Company and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved, except as may be noted therein.

Company Reports; Financial Statements. (i) The Company and, to the extent applicable, each of its then or current Subsidiaries has made available all filings required to Parent each registration statement, report, proxy statement or information statement prepared be made by it since December 31, 1994 including (i) the Company's Annual Report on Form 10-K for the year ended December 31, 1996 (the "Audit Date"), and (ii) the Company's Quarterly Reports on Form 10-Q for the periods ended March 31, 1997, June 30, 1997 and September 30, 1997, each in the form (including exhibits, annexes and any amendments thereto) filed with the Securities and Exchange Commission (the "SEC") SEC since January 1, 1998 (collectively, including any such reports filed subsequent to the date hereof, the "Company Reports"). As The Company has made available to Parent each registration statement, report, proxy statement or information statement filed with the SEC by it since December 31, 1996, including, without limitation, (i) the Company's Annual Report on Form 10-K for the year ended December 31, 1998, (ii) the Company's Quarterly Report for the quarter ended March 31, 1999, as amended, (iii) the Company's Proxy Statement filed on April 12, 1999, all in the form (including exhibits, annexes and any amendments thereto) filed with the SEC. Except as set forth in Schedule 6.1(e), as of their respective dates, the Company Reports did not, and any Company Reports filed with the SEC subsequent prior to the date hereof expiration of the Offer will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. Each of the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) fairly presentspresents fairly, or will fairly presentpresent fairly, in all material respects, the consolidated financial position of the Company and its Subsidiaries as of its date and each of the consolidated statements of income and of changes in financial position included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presentspresents fairly, or will fairly presentpresent fairly, in all material respects, the results of operations, retained earnings and changes in financial position, as the case may be, of the Company and its Subsidiaries for the periods set forth therein (except as otherwise noted therein and subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved, except, in the case of unaudited financial statements, as permitted by SEC Form 10-Q, and except as may be noted therein. Other than the Company Reports specifically recited in clauses (i) through (v) of the first sentence of this Section 6.1(e), the Company has not, on or prior to the date hereof, filed any other definitive reports or statements with the SEC since the Audit Date (as defined in Section 6.1(f)).

Company Reports; Financial Statements. (ia) The Company has made available filed or furnished, as applicable, on a timely basis, all forms, statements, certifications, reports and documents required to Parent each registration statement, report, proxy statement be filed or information statement prepared furnished by it since December 31with the SEC pursuant to the Exchange Act or the Securities Act of 1933, 1994 including (i) the Company's Annual Report on Form 10-K for the year ended December 31, 1996 as amended (the "Audit Date"“Securities Act”), and (ii) the Company's Quarterly Reports on Form 10-Q for the periods ended March 31since January 1, 1997, June 30, 1997 and September 30, 1997, each in the form (including exhibits, annexes and any amendments thereto) filed with the Securities and Exchange Commission 2010 (the "SEC"“Applicable Date”) (collectivelythe forms, including any such statements, reports and other documents filed or furnished since the Applicable Date and those filed or furnished subsequent to the date hereof, including any amendments or exhibits thereto and the "documents incorporated by reference therein, collectively, the “Company Reports"”). No Subsidiary of the Company is or has been required to file or furnish any periodic reports with the SEC. Each of the Company Reports, at the time of its filing or being furnished, complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act, applicable accounting standards and the Sxxxxxxx-Xxxxx Act of 2002 (as amended and including the rules and regulations promulgated thereunder) (the “Sxxxxxxx-Xxxxx Act”), and any rules and regulations promulgated thereunder applicable to the Company Reports, each as in effect on such dates. As of their respective datesdates (or, if amended prior to the date hereof, as of the date of such amendment), the Company Reports did not, and any Company Reports filed with the SEC subsequent to the date hereof will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. Each of the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) fairly presents, or will fairly present, the consolidated financial position of the Company and its Subsidiaries as of its date and each of the consolidated statements of income and of changes in financial position included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents, or will fairly present, the results of operations, retained earnings and changes in financial position, as the case may be, of the Company and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved, except as may be noted therein.

Company Reports; Financial Statements. (i) The Company has made available filed all ------------------------------------- reports, forms and documents with the SEC required to Parent each registration statement, report, proxy statement or information statement prepared be filed by it under the Exchange Act since December 31January 1, 1994 including 1995 (i) the Company's Annual Report on Form 10-K for the year ended December 31, 1996 (the "Audit Date"), and (ii) the Company's Quarterly Reports on Form 10-Q for the periods ended March 31, 1997, June 30, 1997 and September 30, 1997, each in the form (including exhibits, annexes and any amendments thereto) filed with the Securities and Exchange Commission (the "SEC") (collectively, including any all such reports filed subsequent to as of the date hereof, collectively, the "Company Reports"), and has made available to Purchaser a true and complete copy of each such Company Report. As of their respective dates, the Company Reports (including, without limitation, any financial statements or schedules included in or incorporated by reference therein) did not, and any Company Reports filed with the SEC subsequent to the date hereof will not, not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. Each of the historical consolidated balance sheets included in or incorporated by reference into the Company Reports 1996 10-K or the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1997 (including the related notes and schedules) fairly presents, or will fairly present, presents the consolidated financial position of the Company and its Subsidiaries subsidiaries as of its date and each of the historical consolidated statements of income and of changes in financial position included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents, or will fairly present, presents the results of operations, retained earnings and changes in financial position, as the case may be, of the Company and its Subsidiaries subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that will not be material in amount or effectadjustments), in each case in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved, except as may be noted thereintherein or as may be permitted under Form 10-Q of the Exchange Act. Except as set forth on Schedule 6.1(e) of the Disclosure Schedule or in the Company Reports, the Company and its subsidiaries do not have any liabilities of any nature required by generally accepted accounting principles to be reflected on a consolidated balance sheet of the Company and its subsidiaries other than liabilities incurred after March 31, 1997 in the ordinary course of business.

Company Reports; Financial Statements. (ia) The Company has made available furnished or filed all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to Parent each registration statementbe furnished or filed by the Company with the SEC since January 1, report2014 (such documents, proxy statement or together will all exhibits, financial statements, including the Company Financial Statements, and schedules thereto and all information statement prepared incorporated therein by it since December 31reference, 1994 including but excluding the Proxy Statement/Prospectus, being collectively referred to as the “Company Reports”). Each Company Report (i) at the Company's Annual Report on Form 10time furnished or filed, complied in all material respects with the applicable requirements of the Exchange Act, the Securities Act or the Xxxxxxxx-K for Xxxxx Act of 2002 (including the year ended December 31, 1996 (the "Audit Date"rules and regulations promulgated thereunder), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company Report and (ii) did not at the Company's Quarterly Reports on Form 10-Q for the periods ended March 31, 1997, June 30, 1997 and September 30, 1997, each in the form time it was filed (including exhibits, annexes and any amendments thereto) filed with the Securities and Exchange Commission (the "SEC") (collectively, including any such reports filed subsequent or if amended or superseded by a filing or amendment prior to the date hereofof this Agreement, then at the "Company Reports"). As time of their respective dates, the Company Reports did not, and any Company Reports filed with the SEC subsequent to the date hereof will not, such filing or amendment) 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 in under which they were made, not misleading. Each of the consolidated balance sheets financial statements of the Company included in or incorporated by reference into the Company Reports (including the related “Company Financial Statements”) complied at the time it was filed as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was prepared in accordance with United States generally accepted accounting principles (“GAAP”) (except, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods and as of the dates involved (except as may be indicated in the notes thereto) and schedules) fairly presentspresents in all material respects, or will fairly presentin accordance with GAAP, the consolidated financial position of the Company and its the Company’s consolidated Subsidiaries as of its date the dates thereof and each of the consolidated statements of income and of changes in financial position included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents, or will fairly present, the results of operations, retained earnings their operations and changes in financial position, as the case may be, of the Company and its Subsidiaries cash flows for the periods set forth therein shown (subject, in the case of unaudited quarterly financial statements, to notes and normal year-end audit adjustments that will not be material in amount or effectadjustments), in each case in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved, except as may be noted therein.

Company Reports; Financial Statements. (ia) The Since January 1, 2006, the Company has made available timely filed or otherwise furnished (as applicable) all registration statements, prospectuses, forms, reports, definitive proxy statements, schedules, statements and documents required to Parent each registration statement, report, proxy statement or information statement prepared be filed by it since December 31under the Securities Act or the Exchange Act, 1994 including (i) as the Company's Annual Report on Form 10case may be, together with all certifications required pursuant to the Xxxxxxxx-K for the year ended December 31, 1996 Xxxxx Act of 2002 (the "Audit Date"), and “Xxxxxxxx-Xxxxx Act”) (ii) the Company's Quarterly Reports on Form 10-Q for the periods ended March 31, 1997, June 30, 1997 and September 30, 1997, each in the form (including exhibits, annexes such documents and any amendments thereto) other documents filed by the Company or any of its Subsidiaries with the Securities SEC, including exhibits and Exchange Commission (other information incorporated therein as they have been supplemented, modified or amended since the "SEC") (time of filing, collectively, including any such reports filed subsequent to the date hereof, the "“Company Reports"SEC Documents”). As of their respective datesfiling dates (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), the Company Reports SEC Documents (i) did not, and any Company Reports filed with the SEC subsequent to the date hereof will not, 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 in under which they were made, not misleading. Each misleading and (ii) complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of the SEC thereunder. None of the Company’s Subsidiaries is required to make any filings with the SEC. All of the audited consolidated balance sheets financial statements and unaudited consolidated interim financial statements of the Company included in or incorporated by reference into the Company Reports SEC Documents (including together with the related notes and schedulesschedules thereto, collectively, the “Company Financial Statements”) (A) have been prepared from, and are in accordance with, the books and records of the Company and the Company’s Subsidiaries in all material respects, (B) have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments) and (C) fairly presents, or will fairly present, present in all material respects the consolidated financial position and the consolidated results of operations, cash flows and changes in shareholders’ equity of the Company and its Subsidiaries as of its date the dates and each of the consolidated statements of income and of changes in financial position included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents, or will fairly present, the results of operations, retained earnings and changes in financial position, as the case may be, of the Company and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, referred to notes and normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved, except as may be noted therein.

Company Reports; Financial Statements. (i) The Company has made available to Parent each registration statementfiled or furnished, reportas applicable, proxy statement or information statement prepared by it since December 31, 1994 including (iA) the Company's Annual Report its annual report on Form 10-K for the year fiscal years ended December 31, 1996 2014, 2013 and 2012, (the "Audit Date"), and (iiB) the Company's Quarterly Reports its quarterly reports on Form 10-Q for the periods its fiscal quarters ended March after December 31, 19972014, June 30(C) its proxy or information statements relating to meetings of, 1997 or actions taking without a meeting by, the stockholders of the Company held since December 31, 2013, and September 30(D) all other forms, 1997reports, each schedules, and other statements required to be filed or furnished by it with the SEC under the Exchange Act or the Securities Act since January 1, 2013 (the “Applicable Date”) (clauses (A) through (D) together with any exhibits or schedules included or incorporated by reference in the form (any such document and including exhibitsany supplements, annexes and any modifications or other amendments thereto) filed with the Securities and Exchange Commission (the "SEC") (, collectively, including any such reports filed subsequent to the date hereof, the "“Company Reports"”). As of their its respective datesdate, and, if amended, supplemented or modified by a subsequent filing with the SEC since its respective date, as of the date of the last such amendment, supplement or modification, each Company Report complied in all material respects with the applicable requirements of the Securities Act, the Company Reports did notExchange Act and the Xxxxxxxx-Xxxxx Act of 2002 (“SOX”), and any Company Reports filed with the SEC subsequent rules and regulations promulgated thereunder applicable to the Company Report. Each registration statement, as amended or supplemented, if applicable, filed by the Company pursuant to the Securities Act since January 1, 2012, as of the date hereof will notsuch statement or amendment became effective, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. As of its respective date, and, if amended, supplemented or modified by a subsequent filing with the SEC since its respective date, as of the date of the last such amendment, supplement or modification, no Company Report contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. Each As of the consolidated balance sheets included in date hereof, there are no outstanding or incorporated unresolved comments from any comment letters received by reference into the Company from the SEC relating to reports, statements, schedules, registration statements or other filings made by the Company with the SEC. The Company has made available to Parent true and complete copies of all written comment letters from the staff of the SEC received since January 1, 2011 through the date of this Agreement relating to the Company Reports (including the related notes and schedules) fairly presents, or will fairly present, the consolidated financial position all written responses of the Company thereto through the date of this Agreement, other than those letters publicly available on the SEC’s Electronic Data Gathering, Analysis, and its Subsidiaries as of its date and each of the consolidated statements of income and of changes in financial position included in or incorporated by reference into the Company Reports Retrieval system (including any related notes and schedules) fairly presents, or will fairly present, the results of operations, retained earnings and changes in financial position, as the case may be, of the Company and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that will not be material in amount or effect“XXXXX”), in each case in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved, except as may be noted therein.

Company Reports; Financial Statements. (i) The Since January 29, 2010 (the “Applicable Date”), the Company has made available filed or furnished, as applicable, on a timely basis (taking into account all applicable grace periods) all forms, certifications, reports, statements and documents required to Parent each registration statement, report, proxy statement be filed or information statement prepared furnished by it since December 31, 1994 including (i) the Company's Annual Report on Form 10-K for the year ended December 31, 1996 (the "Audit Date"), and (ii) the Company's Quarterly Reports on Form 10-Q for the periods ended March 31, 1997, June 30, 1997 and September 30, 1997, each in the form (including exhibits, annexes and any amendments thereto) filed with the SEC pursuant to the Securities Act and the Exchange Commission Act (such forms, certifications, reports, statements and documents filed or furnished since the "SEC") (collectively, including any such reports Applicable Date and those filed or furnished subsequent to the date hereofof this Agreement, including any amendments thereto, the "“Company SEC Reports"”). Each of the Company SEC Reports (including any financial statements or other schedules included therein), at the time of its filing or being furnished, complied or, if not yet filed or furnished, will comply in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) and any rules and regulations promulgated thereunder applicable to the Company SEC Reports. As of their respective datesdates (or, if amended prior to the date of this Agreement, as of the date of such amendment), the Company SEC Reports did not, and any Company SEC Reports filed with or furnished to the SEC subsequent to the date hereof of this Agreement will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. Each As of the consolidated balance sheets included in date hereof, there are no material outstanding or incorporated by reference into unresolved comments received from the Company Reports (including the related notes and schedules) fairly presents, or will fairly present, the consolidated financial position SEC with respect to any of the Company and its Subsidiaries as of its date and each of the consolidated statements of income and of changes in financial position included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents, or will fairly present, the results of operations, retained earnings and changes in financial position, as the case may be, of the Company and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved, except as may be noted thereinSEC Reports.

Company Reports; Financial Statements. (ia) The Company has made available filed all documents required to Parent each registration statement, report, proxy statement be filed on or information statement prepared prior to the date hereof by it with the SEC since December 31, 1994 including (i) the Company's Annual Report on Form 10-K for the year ended December 31, 1996 (the "Audit Date"), and (ii) the Company's Quarterly Reports on Form 10-Q for the periods ended March 31, 1997, June 30, 1997 and September 30, 1997, each in the form 2002 (including exhibits, annexes and documents incorporated by reference therein and any amendments thereto) filed with the Securities and Exchange Commission (the "SEC") (collectively, including any such reports filed subsequent to the date hereof, the "Company Reports"). As of their respective datesdates (or, if amended, as of the date of such amendment), the Company Reports (i) complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as the case may be, each as in effect on the date so filed, and (ii) did not, and any Company Reports all such documents filed with the SEC subsequent to after the date hereof (the "Subsequent Company Reports") will 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 in which they were made, not misleading. Each of the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) fairly presents, or with respect to the Subsequent Company Reports will fairly present, in all material respects, the consolidated financial position of the Company and its consolidated Subsidiaries as of its date and each of the consolidated statements of income operations and consolidated statements of changes in financial position stockholder's equity and cash flows included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents, or with respect to the Subsequent Company Reports will fairly present, in all material respects, the consolidated results of operations, retained earnings operations and changes in financial positioncash flows, as the case may be, of the Company and its consolidated Subsidiaries for the periods set forth therein (subject, in the each case of unaudited financial statements, to notes and normal year-end audit adjustments that will are not be material in amount or effectamount), in each case in accordance with generally accepted accounting principles ("GAAP") consistently applied during GAAP as in effect on the periods involveddate of such financial statements, except as may be noted thereinindicated in such financial statements or in the notes thereto and, in each case of unaudited financial statements, as permitted by the rules and regulations of the SEC.

Company Reports; Financial Statements. (i) The Company has timely filed with, or furnished to, as applicable, the Securities and Exchange Commission (the “SEC”) all registration statements, prospectuses, proxy statements, reports, schedules, forms, statements, certifications (including any such statement or certification required by: (A) Rule 13a-14 or Rule 15d-14 under the Exchange Act (and Section 302 of the Xxxxxxxx-Xxxxx Act); and (B) Section 906 of the Xxxxxxxx-Xxxxx Act and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by the Company with the SEC since December 31, 2014 (collectively, including any such documents filed subsequent to the date hereof and as amended, the “Company Reports”). The Company has made available to Parent each registration statement(to the extent not available on XXXXX) true, reportcorrect, proxy statement and complete copies of all Company Reports, as well as all comment letters received by the Company from the SEC and all responses to such comment letters provided to the SEC by or information statement prepared by it on behalf of the Company since December 31, 1994 including (i) 2014. Each of the Company Reports is accurate and complete, and complies as to form and content with all applicable Laws. None of the Acquired Companies, other than the Company's Annual Report on Form 10-K for the year ended December 31, 1996 (the "Audit Date"), and (ii) the Company's Quarterly Reports on Form 10-Q for the periods ended March 31, 1997, June 30, 1997 and September 30, 1997, each in the form (including exhibits, annexes and is required to file any amendments thereto) filed documents with the Securities and Exchange Commission (the "SEC") (collectively, including any such reports filed subsequent to the date hereof, the "Company Reports"). As of their respective dates, the Company Reports did not, and any Company Reports time it was filed with the SEC subsequent (or, if amended or superseded by a filing prior to the date hereof will notof this Agreement, contain then on the date of such filing): (A) each Company Report complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be); and (B) no Company Report contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances in under which they were made, not misleading. Each of the consolidated balance sheets included As used in or incorporated by reference into the Company Reports (including the related notes and schedules) fairly presents, or will fairly presentthis Agreement, the consolidated financial position of term “file” and variations thereof, when used in reference to the Company and its Subsidiaries as of its date and each of SEC, shall be broadly construed to include any manner in which a document or information is furnished, supplied or otherwise made available to the consolidated statements of income and of changes in financial position included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents, or will fairly present, the results of operations, retained earnings and changes in financial position, as the case may be, of the Company and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved, except as may be noted thereinSEC.

Company Reports; Financial Statements. (i) The Company has made available to Parent filed with the Commission each registration statement, report, proxy statement or information statement prepared required to be filed by it since December 31, 1994 (the "Audit Date"), including (i) the Company's Annual Report on Form 10-K for the year ended December 31, 1996 (the "Audit Date"), 1994 and (ii) the Company's Quarterly Reports on Form 10-Q for the periods ended March 31, 19971995, June 30, 1997 1995, and September 30, 19971995, each in the form (including exhibits, annexes and any amendments thereto) filed with the Securities and Exchange Commission (the "SEC") (collectively, including any such reports filed subsequent to the date hereof, the "Company Reports"). As of their respective dates, the Company Reports did not, and any Company Reports filed with the SEC Commission subsequent to the date hereof will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleadingmis- leading. Except as disclosed in Section 6.1(e) of the Company Disclosure Letter, neither the Company nor any of its Subsidiaries, nor any of their respective assets, businesses, or operations, is as of the date of this Agreement a party to, or is bound or affected by, or receives benefits under any contract or agreement or amendment thereto, that in each case would be required to be filed as an exhibit to a Form 10-K as of the date of this Agreement that has not been filed as an exhibit to a Company Report filed prior to the date of this Agreement. As of their respective dates, the consolidated financial statements included in the Company Reports complied as to form in all material respects with then applicable accounting requirements and the published rules and regulations of the Commission with respect thereto. Each of the consolidated balance sheets included in or incorporated by reference into the Company Reports (including includ- ing the related notes and schedules) fairly presents, or will fairly present, presents the consolidated financial position of the Company and its Subsidiaries as of its date and each of the consolidated statements of income and of changes in financial position cash flows included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents, or will fairly present, presents the results of operations, retained earnings operations and changes in financial positioncash flows, as the case may be, of the Company and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to the absence of notes and normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with U.S. generally accepted accounting principles ("GAAP") consistently applied during the periods involved, except as may be noted therein.

Company Reports; Financial Statements. (i) The Company has delivered or made available to Parent each registration statement, report, proxy statement or information informa- tion statement prepared by it since December 31, 1994 (the "Audit Date"), including (i) the Company's Annual Report on Form 10-K for the year years ended December 31, 1994, 1995 and 1996 (the "Audit Date"), and (ii) the Company's Quarterly Reports on Form 10-Q for the periods ended March 31, 1997, June 30, 1997 and September June 30, 1997, each in the form (including exhibits, annexes and any amendments thereto) filed with the Securities and Exchange Commission (the "SEC") (collectively, including any such reports filed subsequent to the date hereof, the "Company Reports"). As of their respective dates, the Company Reports did not, and any Company Reports filed with the SEC subsequent to the date hereof will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. Each of the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) fairly presents, or will fairly present, the consolidated financial position of the Company and its Subsidiaries as of its date and each of the consolidated statements of income and of changes in financial xxxxx- cial position included in or incorporated by reference into the Company Reports (including any related notes and schedulessched- ules) fairly presents, or will fairly present, the results of operations, retained earnings and changes in financial position, as the case may be, of the Company and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved, except as may be noted therein.

Company Reports; Financial Statements. (ia) The Company has made available filed or furnished all reports, schedules, certifications, forms and statements required to Parent each registration statementbe filed or furnished by the Company (since August 4, report, proxy statement 2005) or information statement prepared by it any of its Subsidiaries of the Company (since December 31, 1994 including (i2004) the Company's Annual Report on Form 10-K for the year ended December 31, 1996 (the "Audit Date"), and (ii) the Company's Quarterly Reports on Form 10-Q for the periods ended March 31, 1997, June 30, 1997 and September 30, 1997, each in the form (including exhibits, annexes and any amendments thereto) filed with the Securities and Exchange Commission (the "SEC") (collectively, including any such reports filed subsequent to the date hereof, the "Company Reports"). As of their respective datesdates (or, if amended, as of the date of such amendment prior to the date hereof), the Company Reports complied (and any Company Reports filed or furnished with or to the SEC subsequent to the date hereof will comply) in all material respects with the requirements of the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder and did not, and any Company Reports filed with or furnished to the SEC subsequent to the date hereof will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. Each of the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) ), as amended or supplemented prior to the date hereof, fairly presents, or will fairly present, in all material respects the consolidated financial position of the Company and its Subsidiaries as of its date date, and each of the consolidated statements of income income, of cash flow and of changes in financial position included in or incorporated by reference into the Company Reports (including any related notes and schedules) ), as amended or supplemented prior to the date hereof, fairly presents, or will fairly present, in all material respects, the results of operations, cash flows, retained earnings and changes in financial position, as the case may be, of the Company and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that will not be material in amount or effectadjustments), in each case in accordance with generally accepted accounting principles ("GAAP") GAAP consistently applied during the periods involved, except as may be noted thereininvolved and the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto.

Company Reports; Financial Statements. (i) The Company has made available filed with SEC and delivered to Parent each registration statement, report, proxy statement or information statement prepared by it since December 31, 1994 including (i) the Company's Annual Report on Form 10-K for the year ended December 31, 1996 2000 (the "Audit Date"), and (ii) the Company's Quarterly Reports on 2000 Form 10-Q for the periods ended March K") and any other registration statements, schedules, reports, proxy statements or information statements filed or required to be filed since December 31, 1997, June 30, 1997 and September 30, 1997, each in the form (including exhibits, annexes and any amendments thereto) filed with the Securities and Exchange Commission (the "SEC") 2000 (collectively, including any such reports filed subsequent to the date hereof, the "Company Reports"). As of their respective dates, except as amended or supplemented prior to the date hereof, the Company Reports complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations promulgated thereunder applicable to the Company Reports, and the Company Reports did not, and any Company Reports filed with the SEC subsequent to the date hereof will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. Each The financial statements of the consolidated balance sheets Company included in or incorporated by reference into the Company Reports comply as to form in all material respect with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles (including except, in the related 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) and schedules) fairly presents, or will fairly present, present the consolidated financial position of the Company as of the dates thereof and its Subsidiaries as of its date and each of the consolidated statements of income and of changes in financial position included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents, or will fairly present, the results of operations, retained earnings stockholders equity and changes in financial position, as the case may be, of the Company and its Subsidiaries cash flows for the periods set forth therein then ended (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that will not be material adjustments). The Company has delivered to Parent a copy of the financial statements included in amount the 2000 Form 10-K (including an auditor's opinion). Except as set forth in the Company Reports, to the Company's knowledge, neither the Company nor its Subsidiary have any liabilities or effect)obligations of any nature (whether accrued, in each case in accordance with absolute, contingent or otherwise) required by generally accepted accounting principles ("GAAP") consistently applied during to be set forth on a consolidated balance sheet of the periods involvedCompany or in the notes thereto, except as may be noted thereinother than liabilities and obligations incurred in the ordinary course of business consistent with prior practice and experience since December 31, 2000.

Company Reports; Financial Statements. (i) The Except as set forth on Schedule 6.1(k), the Company and, to the extent applicable, each of its then or current Subsidiaries has made available all filings required to Parent each registration statement, report, proxy statement or information statement prepared be made by it since December 31, 1994 including (i) the Company's Annual Report on Form 10-K for the year ended December 31, 1996 (the "Audit Date"), and (ii) the Company's Quarterly Reports on Form 10-Q for the periods ended March 31, 1997, June 30, 1997 and September 30, 1997, each in the form (including exhibits, annexes and any amendments thereto) filed with the Securities and Exchange Commission SEC since the beginning of the period covering the past three (the "SEC"3) full fiscal years (collectively, including any such reports filed subsequent to the date hereof, the "Company Reports"). The Company has made available to the Parent each registration statement, report, proxy statement or information statement filed with the SEC by it since the beginning of the period covering the past three (3) full fiscal years, including, without limitation, (i) the Company's Annual Report on Form 10-K for the fiscal year (fifty two weeks) ended December 30, 2000, (ii) the Company's Quarterly Reports on Form 10-Q for the periods ended March 31, 2001, June 30, 2001 and September 29, 2001 and (iii) the Company's Proxy Statement filed on March 19, 2001, all in the form (including exhibits, annexes and any amendments thereto) filed with the SEC. As of their respective dates, the Company Reports complied in all material respects, or will comply in all material respects, with the requirements of applicable statutes and regulations and did not, and any Company Reports filed with the SEC subsequent to the date hereof will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. Each of the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) fairly presentspresents fairly, or will fairly presentpresent fairly, in all material respects, the consolidated financial position of the Company and its consolidated Subsidiaries as of its date and each of the consolidated statements of income and of changes in financial position included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presentspresents fairly, or will fairly presentpresent fairly, in all material respects, the results of operations, retained earnings and changes in financial position, as the case may be, of the Company and its Subsidiaries for the periods set forth therein (except as otherwise noted therein and subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with United States generally accepted accounting principles ("GAAP") consistently applied during the periods involved, except, in the case of unaudited financial statements, as permitted by SEC Form 10-Q and SEC Form 8-K, and except as may be noted therein. Other than the Company Reports specifically recited in clauses (i) through (iii) of the second sentence of this Section 6.1(k), the Company has not, on or prior to the date hereof, filed any other definitive reports or statements with the SEC since December 30, 2000. The Company has made available to the Parent its unaudited financial statements for the fiscal year ended December 31, 2001. The balance sheet included in such financial statements presents fairly, in all material respects, the financial position of the Company and its consolidated Subsidiaries as of December 31, 2001 and the statements of income and of changes in financial position included in such financial statements present fairly, in all material respects, the results of operations, retained earnings and changes in financial position, as the case may be, of the Company and its Subsidiaries for the fiscal year ended December 31, 2001 (except as otherwise noted therein), in each case in accordance with GAAP consistently applied during the periods involved, except as may be noted therein. Since December 31, 2001, there has not been any material change to the level of working capital reflected in such financial statements, except in the ordinary course of business. As of March 21, 2002, based on an analysis of the Company's books and records, the Company's Adjusted Working Capital and cash and cash equivalents, net of borrowings, were as set forth on Schedule 6.1(k) and there has not been any material change in this amount, except in the ordinary of business.

Company Reports; Financial Statements. (ia) The Except as set forth in Section 3.5(a) of the Company Disclosure Letter, since January 1, 2011, the Company has made available timely filed or otherwise furnished (as applicable) all registration statements, prospectuses, forms, reports, definitive proxy statements, schedules, statements and documents required to Parent each registration statement, report, proxy statement or information statement prepared be filed by it since December 31under the Securities Act or the Exchange Act, 1994 including (i) as the Company's Annual Report on Form 10case may be, together with all certifications required pursuant to the Xxxxxxxx-K for the year ended December 31, 1996 Xxxxx Act of 2002 (the "Audit Date"), and “Xxxxxxxx-Xxxxx Act”) (ii) the Company's Quarterly Reports on Form 10-Q for the periods ended March 31, 1997, June 30, 1997 and September 30, 1997, each in the form (including exhibits, annexes such documents and any amendments thereto) other documents filed by the Company or any of its Subsidiaries with the Securities and Exchange Commission (the "“SEC") (”), including exhibits and other information incorporated therein as they have been supplemented, modified or amended since the time of filing, collectively, including any such reports filed subsequent to the date hereof, the "“Company Reports"SEC Documents”). As of their respective datesfiling dates (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), the Company Reports SEC Documents (i) did not, and any Company Reports filed with the SEC subsequent to the date hereof will not, 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 in under which they were made, not misleadingmisleading and (ii) complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of the SEC thereunder. Each Company SEC Document to be filed subsequent to the date of this Agreement will have complied in all material respects with the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, as the case may be. None of the Company’s Subsidiaries is required to make any filings with the SEC. All of the audited consolidated balance sheets financial statements and unaudited consolidated interim financial statements of the Company included in or incorporated by reference into the Company Reports SEC Documents (including together with the related notes and schedulesschedules thereto, collectively, the “Company Financial Statements”) (A) have been prepared from, and are in accordance with, the books and records of the Company and the Company’s Subsidiaries in all material respects, (B) have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments) and (C) fairly presents, or will fairly present, present in all material respects the consolidated financial position and the consolidated results of operations, cash flows and changes in stockholders’ equity of the Company and its Subsidiaries as of its date the dates and each of the consolidated statements of income and of changes in financial position included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents, or will fairly present, the results of operations, retained earnings and changes in financial position, as the case may be, of the Company and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, referred to notes and normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved, except as may be noted therein.

Company Reports; Financial Statements. (i) The Company and, to the ------------------------------------- extent applicable, each of its then or current subsidiaries, has made available all filings required to Parent be made with the SEC since July 1, 1995 (collectively, including any such reports filed subsequent to the date hereof, the "Company ------- Reports") and the Company has delivered to Purchaser each registration ------- statement, schedule, report, proxy statement or information statement prepared by it since December 31July 7, 1994 including 1996 (the "Audit Date"), including, without limitation, (i) ---------- the Company's Annual Report on Form 10-K for the fiscal year ended December 31July 7, 1996 (the "Audit Date")1996, and (ii) the Company's Quarterly Reports on Form 10-Q for the periods ended October 6, 1996, January 5, 1997 and Xxxxx 0, 0000, (xxx) a Form 8-K dated March 3126, 1997, (iv) a Form 8-K dated December 5, 1996, (v) a Form 8-K dated September 9, 1996, (vi) a Form 8-K dated June 3027, 1997 1996, (vii) a Form S-8 Registration Statement dated December 12, 1996, (viii) a Form S-8 Registration Statement dated November 27, 1996, (ix) a Form S-8 Registration Statement dated July 26, 1996, (x) a Form 11-K for the fiscal year ended December 3, 1995, and (xi) a definitive proxy statement on Schedule 14A dated September 3016, 19971996, each in the form (including exhibits, annexes exhibits and any amendments thereto) filed with the Securities and Exchange Commission (the "SEC") (collectively, including any such reports filed subsequent to the date hereof, the "Company Reports"). As of their respective dates, the Company Reports did not, and any Company Reports filed with the SEC subsequent to the date hereof will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. Each of the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) fairly presents, or will fairly present, presents the consolidated financial position of the Company and its Subsidiaries subsidiaries as of its date and each of the consolidated statements of income and of changes in financial position included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents, or will fairly present, presents the results of operations, retained earnings and changes in financial position, as the case may be, of the Company and its Subsidiaries subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that which will not be material in amount or effect), in each case in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved, except as may be noted therein. Other than the Company Reports specifically recited above, the Company has not, on or prior to the date hereof, filed any other definitive reports or statements with the SEC since the Audit Date. The Company will periodically provide Purchaser with current draft versions of the Company's Annual Report on Form 10-K, including documents incorporated therein by reference, for the fiscal year ended July 6, 1997, (the "1997 l0-K") promptly --------- after preparation of such draft. As soon as practicable after receiving its auditor's opinion with respect to the Company's financial statements for the fiscal year ended July 6, 1997 (the "1997 Financial Statements"), the ------------------------- -11- Company will deliver to Purchaser a copy of such 1997 Financial Statements (including such auditor's opinion).

Company Reports; Financial Statements. (ia) The Company has made available filed or furnished, as applicable, on a timely basis, all forms, statements, certifications, reports and documents required to Parent each registration statement, report, proxy statement be filed or information statement prepared furnished by it since December 31with the SEC pursuant to the Exchange Act or the Securities Act from January 1, 1994 including (i) the Company's Annual Report on Form 10-K for the year ended December 31, 1996 2011 (the "Audit “Applicable Date"), and (ii”) the Company's Quarterly Reports on Form 10-Q for the periods ended March 31, 1997, June 30, 1997 and September 30, 1997, each in the form (including exhibits, annexes and any amendments thereto) filed with the Securities and Exchange Commission (the "SEC") (collectivelyforms, including any such statements, certifications, reports and documents filed or furnished since the Applicable Date and those filed or furnished on or subsequent to the date hereof, including any supplements, modifications or amendments thereto made prior to the "date hereof, the “Company Reports"”). Each of the Company Reports, at the time of its filing or being furnished, or, if supplemented, modified or amended by a subsequent filing with the SEC since the time of filing but prior to the date hereof, as of the date of the most recent such supplement, modification or amendment, complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), and any rules and regulations promulgated thereunder applicable to the Company Reports, including any applicable accounting requirements. As of their respective datesdates (or, if supplemented, modified or amended prior to the date hereof, as of the date of such supplement, modification or amendment), the Company Reports did not, and any Company Reports filed with the SEC subsequent to the date hereof will not, not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. Each As of the consolidated balance sheets included in or incorporated by reference into date hereof, none of the Company Reports (including the related notes and schedules) fairly presents, or will fairly present, the consolidated financial position Subsidiaries of the Company and its Subsidiaries as is subject to the reporting requirements of its date and each Section 13(a) or 15(d) under the Exchange Act. As of the consolidated statements date hereof, there are no material outstanding or unresolved comments received from the SEC or the staff of income and of changes in financial position included in or incorporated by reference into the Company Reports (including SEC with respect to any related notes and schedules) fairly presents, or will fairly present, the results of operations, retained earnings and changes in financial position, as the case may be, of the Company and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved, except as may be noted thereinReports.

Company Reports; Financial Statements. (i) The Company has made available to the Parent each registration statement, report, form, proxy statement or information statement prepared or other document filed or furnished by it the Company or any of its Subsidiaries with or to the SEC since December 31June 30, 1994 2004 (the “Company Audit Date”), including (i) the Company's ’s Annual Report on Form 10-K for the year ended December 31June 30, 1996 (the "Audit Date"), 2004 and (ii) the Company's ’s Quarterly Reports on Form 10-Q for the periods ended March September 30 and December 31, 1997, June 30, 1997 and September 30, 19972004, each in the form (including exhibits, annexes and any amendments thereto) filed with the Securities and Exchange Commission SEC (the "SEC") (collectivelycollectively with each other, including any such reports registration statements, reports, forms, proxy or information statements or other documents so filed or furnished subsequent to the date hereofof this Agreement and any amendments to any of the foregoing, the "“Company Reports"”). The Company and its Subsidiaries have filed or furnished, as applicable, with or to the SEC all registration statements, reports, forms, proxy or information statements and other documents required to be so filed or furnished by them pursuant to applicable securities statutes, regulations, policies and rules since the Company Audit Date. Each of the Company Reports, at the time first filed with or furnished to the SEC, complied or will comply (as applicable) in all material respects with the applicable requirements of the Securities Act and Exchange Act and the rules and regulations thereunder. As of their respective dates, the Company Reports did not, and any Company Reports filed with the SEC subsequent to the date hereof of this Agreement will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. Each The Company Reports included or will include all certificates required to be included therein pursuant to Sections 302 and 906 of the consolidated balance sheets included in or incorporated by reference into Xxxxxxxx-Xxxxx Act of 2002, as amended (the Company Reports (including “SOX Act”), and, to the related notes and schedules) fairly presents, or will fairly presentextent applicable, the consolidated financial position internal control report and attestation of the Company and its Subsidiaries as of its date and each Company’s outside auditors required by Section 404 of the consolidated statements of income and of changes in financial position included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents, or will fairly present, the results of operations, retained earnings and changes in financial position, as the case may be, of the Company and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved, except as may be noted thereinSOX Act.

Company Reports; Financial Statements. (i) The Company has made ------------------------------------- available to Parent each registration statement, report, proxy statement or information statement prepared filed with the SEC by it since December October 31, 1994 1997 (the "Audit Date"), including (i) the Company's Annual Report on Form 10-K for the year ---------- ended December October 31, 1996 1997 (the "Audit Date"), and (ii) the Company's Quarterly Reports on Form Company 10-Q for the periods ended March 31, 1997, June 30, 1997 and September 30, 1997, each K") in the form (including exhibits, ------------ annexes and any amendments thereto) filed with the Securities and Exchange Commission (the "SEC") SEC (collectively, including any such reports filed subsequent to the date hereof, the "Company Reports"). As --------------- of their respective dates, the Company Reports did notcomplied, and any Company Reports filed with the SEC subsequent after the date hereof will comply, as to form in all material respects with the applicable requirements of the Exchange Act and the Securities Act of 1933, as amended (the "Securities Act"), and the Company Reports did not, -------------- and any Company Reports filed with the SEC after the date hereof will not, at the time of their filing, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. Each of the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) fairly presents, or will fairly present, the consolidated financial position of the Company and its Subsidiaries as of its date and each of the consolidated statements of income and of changes in financial position included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents, or will fairly present, the results of operations, retained earnings and changes in financial position, as the case may be, of the Company and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-year- end audit adjustments that will not be material in amount or effect), in each case in accordance with United States generally accepted accounting principles ("GAAP") consistently applied during the periods involved, except as may be ---- noted therein. The Company has heretofore made available or promptly will make available to Parent a complete and correct copy of all amendments or modifications (in draft or final form) which are required to be filed with the SEC but have not yet been filed with the SEC to the Company Reports, agreements, documents or other instruments which previously had been filed by the Company with the SEC pursuant to the Exchange Act. For purposes of this Agreement, "Balance Sheet" means the consolidated balance sheet of the Company as of ------------- October 31, 1997 set forth in the Company 10-K. Except as set forth in Company Reports filed with the SEC prior to the date hereof or as incurred in the ordinary course of business since the date of the most recent financial statements included in the Company Reports, neither the Company nor any of its subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which would be required under GAAP to be set forth on a consolidated balance sheet of the Company and its subsidiaries taken as a whole and which individually or in the aggregate would have a Company Material Adverse Effect.

Company Reports; Financial Statements. (i) The Company has made available filed all reports required to Parent each registration statement, report, proxy statement or information statement prepared be filed by it since December 31under the Act and the Securities Exchange Act of 1934 (the “Exchange Act”), 1994 including (ipursuant to Section 13(a) the Company's Annual Report on Form 10-K or 15(d) thereof, for the year ended December 31, 1996 twelve months preceding the date hereof (or such shorter period as the Company was required by law to file such reports) (the "Audit Date"), foregoing materials being collectively referred to herein as the “Company SEC Documents”) on a timely basis or has timely filed a valid extension of such time of filing and (ii) the Company's Quarterly Reports on Form 10-Q for the periods ended March 31, 1997, June 30, 1997 and September 30, 1997, each in the form (including exhibits, annexes and any amendments thereto) has filed with the Securities and Exchange Commission (the "SEC") (collectively, including any such reports filed subsequent Company SEC Documents prior to the date hereof, the "Company Reports")expiration of any such extension. As of their respective dates, the Company Reports did not, and any Company Reports filed SEC Documents complied in all material respects with the SEC subsequent requirements of the Act and the Exchange Act and the rules and regulations of the Securities and Exchange Commission (the “SEC”) promulgated thereunder, and, except to the date hereof will notextent a report or registration statement was later amended, contain none of the Company SEC Documents, when filed, contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances in under which they were made, not misleading. Each The financial statements of the consolidated balance sheets Company included in or incorporated by reference into the Company Reports SEC Documents (including together with the related notes and schedules) fairly presentsschedules thereto, or will fairly presentcollectively, the consolidated “Company Financial Statements”) comply in all material respects with the rules and regulations of the SEC with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principles in the United States applied on a consistent basis during the period involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company and its Subsidiaries as of its date and each of for the consolidated statements of income dates thereof and of changes in financial position included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents, or will fairly present, the results of operations, retained earnings operations and changes in financial position, as the case may be, of the Company and its Subsidiaries cash flows for the periods set forth therein (then ended, subject, in the case of unaudited statements, to notes and normal normal, immaterial, year-end audit adjustments adjustmentsCompany is in compliance with the provisions of the Xxxxxxxx-Xxxxx Act of 2002 (“Sarbanes”) currently applicable to Company. Company maintains a system of internal accounting controls sufficient to provide reasonable assurance that will not be material in amount or effect), in each case (i) transactions are executed in accordance with generally accepted accounting principles management's general or specific authorizations, ("GAAP"ii) consistently applied transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management's general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Company has established disclosure controls and procedures (as defined in the Exchange Act Rules 13a-15(e) and 15d-15(e)) for Company and designed such disclosure controls and procedures to ensure that material information relating to Company, including its subsidiaries, is made known to the certifying officers by others within those entities, particularly during the periods involvedperiod in which Company’s most recently filed periodic report under the Exchange Act, except as the case may be noted thereinbe, is being prepared. Company’s certifying officers have evaluated the effectiveness of Company’s controls and procedures as of the end of the period covered by the most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). Company presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no significant changes in Company’s internal controls (as such term is defined in Item 308 of Regulation S-K) or, to Company’s knowledge, in other factors that could significantly affect Company’s internal controls. Company maintains and will continue to maintain a standard system of accounting established and administered in accordance with GAAP and the applicable requirements of the Exchange Act.

Company Reports; Financial Statements. (i) The Company has made available delivered ------------------------------------- to Parent Purchaser each registration statement, schedule, report, proxy statement or information statement required to be filed or otherwise filed with the SEC (the "Company Reports") prepared by it since December 31, 1994 including 1996 (the "Audit Date"), --------------- ---------- including, without limitation, (i) the Company's Annual Report on Form 10-K K/A for the fiscal year ended December 31, 1996 (the "Audit Date")1996, and (ii) the Company's Quarterly Reports on Form 10-Q Q/A for the periods ended March 31, 1997, June 30, 1997 and September 30, 1997, (iii) a Definitive Proxy Statement on Schedule 14A dated April 7, 1997, (iv) a Form 8-A dated January 6, 1998, and (v) the Form 8-K dated December 31, 1996 and the Form 8-K dated November 13, 1997, each in the form (including exhibits, annexes exhibits and any amendments thereto) filed with the Securities and Exchange Commission (the "SEC") (collectively, including any such reports filed subsequent to the date hereof, the "Company Reports"). As of their respective dates, the Company Reports complied in all material respects with the applicable requirements under the Exchange Act and did not, and any Company Reports filed with the SEC subsequent to the date hereof will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. Each of the consolidated balance sheets and statements of financial position included in or incorporated by reference into the Company Reports (including the related notes and schedules) fairly presents, or will fairly present, presents the consolidated financial position of the Company and its Subsidiaries subsidiaries as of its date and each of the consolidated statements of income earnings, stockholders' equity and of changes in financial position cash flows included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents, or will fairly present, presents the results of operations, retained earnings stockholders' equity and changes in financial positioncash flows, as the case may be, of the Company and its Subsidiaries subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that which will not be material in amount or effect), in each case in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved, except as may be noted therein. Other than the Company Reports specifically recited above, the Company has not filed any other definitive reports or statements with the SEC since the Audit Date. The Company will provide Purchaser with the most current draft version of the Company's Annual Report on Form 10-K, including documents incorporated therein by reference, for the year ended December 31, 1997, (the "1997 10-K") promptly --------- after preparation of such draft. As soon as practicable after receiving its auditor's opinion with respect to the Company's financial statements for the fiscal year ended December 31, 1997 (the "1997 Financial Statements"), the ------------------------- Company will deliver to Purchaser a copy of such 1997 Financial Statements (including such auditor's opinion) and, either simultaneously therewith or as soon thereafter as is practicable, a copy of the 1997 10-K in substantially the form to be filed with the SEC. The 1997 10-K, as filed with the SEC, will comply with the standards set forth in this Section 6.1(e) for the Company Reports.

Company Reports; Financial Statements. (i) The Company has made available to Parent each Each registration ------------------------------------- statement, schedule, report, proxy statement or information statement prepared by it since December 31, 1994 including 1999 (the "Audit Date"), including, without limitation, ---------- (i) the Company's Annual Report on Form 10-K for the year ended December 31, 1996 (the "Audit Date"), 1999 and (ii) the Company's Quarterly Reports on Form 10-Q for the periods period ended March 31, 1997, June 30, 1997 and September 30, 19972000, each in the form (including exhibits, annexes exhibits and any amendments thereto) filed with the Securities and Exchange Commission (the "SEC") SEC (collectively, including any such reports filed subsequent to the date hereof, the "Company Reports")) is available on Xxxxx. --------------- As of their respective dates, the Company Reports did not, and any Company Reports filed with the SEC subsequent to the date hereof will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. Each of the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) fairly presents, or will fairly present, presents in all material respects the consolidated financial position of the Company and its Subsidiaries subsidiaries as of its date and each of the consolidated statements of income income, cash flows and of changes in financial position shareholders' equity included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents, or will fairly present, presents in all material respects the results of operations, retained earnings cash flows and changes in financial positionshareholders' equity, as the case may be, of the Company and its Subsidiaries subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that which will not be material in amount or effect), in each case in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods ---- involved, except as may be noted therein.

Company Reports; Financial Statements. (ia) The Company Except as set forth on Section 4.5(a) of the Parent Disclosure Letter, since January 1, 2013, Parent has made available filed or otherwise furnished (as applicable) all registration statements, prospectuses, forms, reports, definitive proxy statements, schedules, statements and other documents (including exhibits and all other information incorporated by reference) required to Parent each registration statement, report, proxy statement or information statement prepared be filed by it since December 31under the Securities Act or the Exchange Act, 1994 including as the case may be, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act (i) the Company's Annual Report on Form 10-K for the year ended December 31, 1996 (the "Audit Date"), and (ii) the Company's Quarterly Reports on Form 10-Q for the periods ended March 31, 1997, June 30, 1997 and September 30, 1997, each in the form (including exhibits, annexes such documents and any amendments thereto) other documents filed by Parent or any of its Subsidiaries with the Securities SEC, including exhibits and Exchange Commission (other information incorporated therein as they have been supplemented, modified or amended since the "SEC") (time of filing, collectively, including any such reports filed subsequent to the date hereof, the "Company Reports"“Parent SEC Documents”). As of their respective datesfiling dates (or, the Company Reports did not, and any Company Reports filed with the SEC subsequent if amended or superseded by a filing prior to the date hereof will notof this Agreement, then on the date of such filing), the Parent SEC Documents (i) 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 in under which they were made, not misleading. Each misleading and (ii) complied in all material respects with the applicable requirements of the consolidated balance sheets included in Exchange Act or incorporated by reference into the Company Reports (including the related notes and schedules) fairly presents, or will fairly present, the consolidated financial position of the Company and its Subsidiaries as of its date and each of the consolidated statements of income and of changes in financial position included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents, or will fairly present, the results of operations, retained earnings and changes in financial positionSecurities Act, as the case may be, the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of the Company SEC thereunder. None of Parent’s Subsidiaries is required to make any filings with the SEC. All of the audited consolidated financial statements and its unaudited consolidated interim financial statements of Parent included in the Parent SEC Documents (together with the related notes and schedules thereto, collectively, the “Parent Financial Statements”) (A) have been prepared from, and are in accordance with, the books and records of Parent and Parent’s Subsidiaries for in all material respects, (B) have been prepared in accordance with GAAP applied on a consistent basis during the periods set forth therein involved (subjectexcept as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, to notes for normal and normal recurring year-end audit adjustments that will not be adjustments) and (C) fairly present in all material respects the consolidated financial position and the consolidated results of operations, cash flows and changes in amount or effect), in each case in accordance with generally accepted accounting principles ("GAAP") consistently applied during stockholders’ equity of Parent and its Subsidiaries as of the dates and for the periods involved, except as may be noted referred to therein.

Company Reports; Financial Statements. (a) Each of the Company and HECO has furnished or filed on a timely basis all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to be furnished or filed by the Company or HECO with the SEC since January 1, 2012 (such documents, together with all exhibits, financial statements, including the Company Financial Statements, and schedules thereto and all information incorporated therein by reference, but excluding the Proxy Statement, the Form S-4 and the Spin-Off Registration Statement, being collectively referred to as the “Company Reports”). Each Company Report (i) The Company has made available to Parent each registration statementat the time filed, reportcomplied in all material respects with the requirements of the Exchange Act, proxy statement the Securities Act or information statement prepared by it since December 31the Xxxxxxxx-Xxxxx Act of 2002 (including the rules and regulations promulgated thereunder, 1994 including (i) collectively the Company's Annual Report on Form 10“Xxxxxxxx-K for the year ended December 31, 1996 (the "Audit Date"Xxxxx Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company Report and (ii) did not at the Company's Quarterly Reports on Form 10-Q for the periods ended March 31, 1997, June 30, 1997 and September 30, 1997, each in the form time it was filed (including exhibits, annexes and any amendments thereto) filed with the Securities and Exchange Commission (the "SEC") (collectively, including any such reports filed subsequent or if amended or superseded by a filing or amendment prior to the date hereofof this Agreement, then at the "Company Reports"). As time of their respective dates, the Company Reports did not, and any Company Reports filed with the SEC subsequent to the date hereof will not, such filing or amendment) 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 in under which they were made, not misleading. Each of the consolidated balance sheets financial statements of the Company or of HECO included in or incorporated by reference into the Company Reports (including the related “Company Financial Statements”) complied at the time it was filed as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was prepared in accordance with United States generally accepted accounting principles (“GAAP”) (except, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods and as of the dates involved (except as may be indicated in the notes thereto) and schedules) fairly presents, or will fairly present, present in all material respects the consolidated financial position of the Company Company, HECO and its Subsidiaries as of its date and each of the Company’s consolidated statements of income and of changes in financial position included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents, or will fairly present, the results of operations, retained earnings and changes in financial positionSubsidiaries, as the case may be, as of the Company dates thereof and its Subsidiaries the consolidated results of their operations and cash flows for the periods set forth therein shown (subject, in the case of unaudited quarterly financial statements, to notes and normal year-end audit adjustments that will not be material in amount adjustments). Other than HECO, none of the Company Subsidiaries is, or effect)has at any time since January 1, in each case in accordance with generally accepted accounting principles ("GAAP"2014 been, subject to the reporting requirements of Section 13(a) consistently applied during or 15(d) of the periods involved, except as may be noted thereinExchange Act.

Company Reports; Financial Statements. (i) The Company has made available to Parent Purchaser each registration statement, schedule, report, proxy statement or information statement prepared by it since December 31, 1994 including 1995 ("Audit Date"), including, without limitation, (i) the Company's Annual Report on Form 10-K for the year ended December 31, 1996 (the "Audit Date"), 1995 and (ii) the Company's Quarterly Reports on Form 10-Q for the periods ended March 31, 1997, 1996 and June 30, 1997 and September 30, 19971996, each in the form (including exhibits, annexes exhibits and any amendments thereto) filed with the Securities and Exchange Commission (the "SEC") SEC (collectively, including any such reports filed subsequent to the date hereof, the "Company Reports"). As To the best knowledge of the Company, as of their respective dates, the Company Reports did not, and any Company Reports filed with the SEC subsequent to the date hereof will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. Each To the best knowledge of the Company, each of the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) fairly presents, or will fairly present, presents the consolidated financial position of the Company and its Subsidiaries subsidiaries as of its date and each of the consolidated statements of income and of changes in financial position included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents, or will fairly present, presents the results of operations, retained earnings and changes in financial position, as the case may be, of the Company and its Subsidiaries subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that which will not be material in amount or effect), in each case in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved, except as may be noted therein. Other than the Company Reports and the Company's proxy statement filed in connection with its 1996 annual meeting of stockholders, the Company has not filed any other definitive reports or statements with the SEC since the Audit Date.

Company Reports; Financial Statements. (i) The Company has made available delivered to the ------------------------------------- Parent each registration statement, report, proxy statement report or information statement prepared by it since December 31, 1994 including (i) the Company's Annual Report on Form 10-K for the year ended December 31, 1996 1999 (the "Audit Date"), (collectively, the "Company Reports"). The Company ---------- --------------- Reports include (i) the financial statements for Sandhill Information Technology (Beijing) Co. Ltd. ("Sandhill"), including a balance sheet dated December 31, -------- 1999 and an income statement for the period from inception through December 31, 1999, as audited by Xxxxxx Xxxxxxxx together with an unaudited balance sheet of Sandhill, dated as of August 31, 2000, and an unaudited income statement for Sandhill for the eight months ended August 31, 2000 (collectively, the "Sandhill -------- Reports"), and (ii) certain financial information concerning revenues, expenses, ------- assets and liabilities of the Company's Quarterly Reports on Form 10-Q for , including unaudited consolidated and unconsolidated balance sheets of the periods ended March 31, 1997, Company as June 30, 1997 2000 and September unconsolidated and consolidated income statements of the Company for the six months ended June 30, 19972000, each in the form (including exhibits, annexes and any amendments thereto) filed with the Securities and Exchange Commission (the "SEC") (collectively, including any such reports filed subsequent to the date hereof, the "Company US Reports"). As of their respective dates, (or, ---------- if amended, as of the date of such amended) the Company Reports did not, and any Company Reports filed with the SEC subsequent to the date hereof will not, not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. The US Reports were not prepared in accordance with generally accepted accounting principles, but do provide disclosure of all material items of revenue and expense and all material assets and liabilities of the Company on an unconsolidated basis. Each of the consolidated balance sheets included in or incorporated by reference into the Company Sandhill Reports (including the related notes and schedules) fairly presents, or will fairly present, the consolidated financial position of the Company and its Subsidiaries Sandhill as of its date and each of the consolidated statements of income and of changes in financial position included in or incorporated by reference into the Company Sandhill Reports (including any related notes and schedules) fairly presents, or will fairly present, the results of operations, retained earnings and changes in financial position, as the case may be, of the Company and its Subsidiaries Sandhill for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with generally accepted accounting principles ("GAAP") in the PRC consistently applied during the periods involved, except as may be noted therein.

Company Reports; Financial Statements. (i) The Company and, to ------------------------------------- the extent applicable, each of its then or current Subsidiaries has made available all filings required to Parent each registration statement, report, proxy statement or information statement prepared be made by it since December 31, 1994 including (i) the Company's Annual Report on Form 10-K for the year ended December 31, 1996 (the "Audit Date"), and (ii) the Company's Quarterly Reports on Form 10-Q for the periods ended March 31, 1997, June 30, 1997 and September 30, 1997, each in the form (including exhibits, annexes and any amendments thereto) filed with the Securities and Exchange Commission (the "SEC") SEC since January 1, 1998 (collectively, including any such reports filed subsequent to the date hereof, the "Company Reports"). The Company has made available to Parent each registration statement, report, proxy statement or information statement filed with the SEC by it since October 15, 1997, including, without limitation, (i) the Company's Annual Report on Form 10-K for the year ended December 31, 1998, as amended on April 5, 1999, (ii) the Company's Quarterly Reports on Form 10-Q for the quarters ended March 31, 1999 and June 30, 1999, (iii) the Company's Proxy Statement filed on April 6, 1999 and (iv) the Registration Statement on Form S-8 filed with the SEC on May 13, 1999, all in the form (including exhibits, annexes and any amendments thereto) filed with the SEC. As of their respective dates, the Company Reports complied in all material respects with the requirements of applicable statutes and regulations and did not, and any Company Reports filed with the SEC subsequent prior to the date hereof Effective Time of the Offer will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. Each of the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) fairly presentspresents fairly, or will fairly presentpresent fairly, the consolidated financial position of the Company and its Subsidiaries as of its date and each of the consolidated statements of income and of changes in financial position included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presentspresents fairly, or will fairly presentpresent fairly, the results of operations, retained earnings and changes in financial position, as the case may be, of the Company and its Subsidiaries for the periods set forth therein (except as otherwise noted therein and subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved, except, in the case of unaudited financial statements, as permitted by SEC Form 10-Q, and except as may be noted therein. Other than the Company Reports specifically recited in clauses (i) through (iv) of the first sentence of this Section 6.1(e), the Company has not, on or prior to the date hereof, filed any other definitive reports or statements with the SEC since December 31, 1998.

Company Reports; Financial Statements. (ia) The Since January 1, 2011, the Company has made available timely filed or otherwise furnished (as applicable) all registration statements, prospectuses, forms, reports, definitive proxy statements, schedules, statements and other documents (including exhibits and all other information incorporated by reference) required to Parent each registration statement, report, proxy statement or information statement prepared be filed by it since December 31under the Securities Act or the Exchange Act, 1994 including (i) as the Company's Annual Report on Form 10case may be, together with all certifications required pursuant to the Xxxxxxxx-K for the year ended December 31, 1996 Xxxxx Act of 2002 (the "Audit Date"), and “Xxxxxxxx-Xxxxx Act”) (ii) the Company's Quarterly Reports on Form 10-Q for the periods ended March 31, 1997, June 30, 1997 and September 30, 1997, each in the form (including exhibits, annexes such documents and any amendments thereto) other documents filed by the Company or any of its Subsidiaries with the Securities and Exchange Commission (the "“SEC") (”), including exhibits and other information incorporated therein as they have been supplemented, modified or amended since the time of filing, collectively, including any such reports filed subsequent to the date hereof, the "“Company Reports"SEC Documents”). As of their respective datesfiling dates (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), the Company Reports SEC Documents (i) did not, and any Company Reports filed with the SEC subsequent to the date hereof will not, 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 in under which they were made, not misleading. Each misleading and (ii) complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of the SEC thereunder. None of the Company’s Subsidiaries is required to make any filings with the SEC. All of the audited consolidated balance sheets financial statements and unaudited consolidated interim financial statements of the Company included in or incorporated by reference into the Company Reports SEC Documents (including together with the related notes and schedulesschedules thereto, collectively, the “Company Financial Statements”) (A) have been prepared from, and are in accordance with, the books and records of the Company and the Company’s Subsidiaries in all material respects, (B) have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments) and (C) fairly presents, or will fairly present, present in all material respects the consolidated financial position and the consolidated results of operations, cash flows and changes in stockholders’ equity of the Company and its Subsidiaries as of its date the dates and each of the consolidated statements of income and of changes in financial position included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents, or will fairly present, the results of operations, retained earnings and changes in financial position, as the case may be, of the Company and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, referred to notes and normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved, except as may be noted therein.

Company Reports; Financial Statements. (i) The Company has made available delivered to Parent each registration statement, report, proxy statement or information statement prepared by it since December 31, 1994 1996 including (iA) the Company's Annual Report on Form 10-K for the year ended December 31, 1996 1998 (the "Audit Date"), and (iiB) the Company's Quarterly Reports Report on Form 10-Q for the periods period ended March 31, 1997, June 30, 1997 and September 30, 1997, each 1999 in the form (including exhibits, annexes and any amendments thereto) filed with the Securities and Exchange Commission (the "SEC") SEC (collectively, including any such reports filed subsequent to the date hereof, the "Company Reports"). As of their respective dates, the Company Reports complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and did not, and any Company Reports filed with the SEC subsequent to the date hereof will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. The financial statements of the Company included in the Company Reports comply in all material respects as to form with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Each of the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) fairly presents, or will fairly present, the consolidated financial position of the Company and its Subsidiaries as of its date and each of the consolidated statements of income and of changes in financial position included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents, or will fairly present, the results of operations, retained earnings and changes in financial position, as the case may be, of the Company and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to the failure to include all required notes thereto and normal year-end audit adjustments that will not be material in amount or effect), in each case prepared in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved, except as may be noted therein.

Company Reports; Financial Statements. (ia) The Except as set forth on Section 3.5(a) of the Company Disclosure Letter, since January 1, 2013, the Company has made available filed or otherwise furnished (as applicable) all registration statements, prospectuses, forms, reports, definitive proxy statements, schedules, statements and other documents (including exhibits and all other information incorporated by reference) required to Parent each registration statement, report, proxy statement or information statement prepared be filed by it since December 31under the Securities Act or the Exchange Act, 1994 including (i) as the Company's Annual Report on Form 10case may be, together with all certifications required pursuant to the Xxxxxxxx-K for the year ended December 31, 1996 Xxxxx Act of 2002 (the "Audit Date"), and “Xxxxxxxx-Xxxxx Act”) (ii) the Company's Quarterly Reports on Form 10-Q for the periods ended March 31, 1997, June 30, 1997 and September 30, 1997, each in the form (including exhibits, annexes such documents and any amendments thereto) other documents filed by the Company or any of its Subsidiaries with the Securities and Exchange Commission (the "“SEC") (”), including exhibits and other information incorporated therein as they have been supplemented, modified or amended since the time of filing, collectively, including any such reports filed subsequent to the date hereof, the "“Company Reports"SEC Documents”). As of their respective datesfiling dates (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), the Company Reports SEC Documents (i) did not, and any Company Reports filed with the SEC subsequent to the date hereof will not, 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 in under which they were made, not misleading. Each misleading and (ii) complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of the SEC thereunder. None of the Company’s Subsidiaries is required to make any filings with the SEC. All of the audited consolidated balance sheets financial statements and unaudited consolidated interim financial statements of the Company included in or incorporated by reference into the Company Reports SEC Documents (including together with the related notes and schedulesschedules thereto, collectively, the “Company Financial Statements”) (A) have been prepared from, and are in accordance with, the books and records of the Company and the Company’s Subsidiaries in all material respects, (B) have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments) and (C) fairly presents, or will fairly present, present in all material respects the consolidated financial position and the consolidated results of operations, cash flows and changes in stockholders’ equity of the Company and its Subsidiaries as of its date the dates and each of the consolidated statements of income and of changes in financial position included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents, or will fairly present, the results of operations, retained earnings and changes in financial position, as the case may be, of the Company and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, referred to notes and normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved, except as may be noted therein.

Company Reports; Financial Statements. (i) The Company has made available to Parent each registration statement, report, proxy statement or information statement prepared by it since December October 31, 1994 1998, including (i) the Company's Annual Report Reports on Form 10-K for the year years ended December October 31, 1996 (the "Audit Date")1998 and October 31, 1999 and (ii) the Company's Quarterly Reports Report on Form 10-Q for the periods period ended March July 31, 1997, June 30, 1997 and September 30, 19972000, each in the form (including exhibits, annexes and any amendments thereto) filed with the Securities and Exchange Commission (the "SEC") (collectively, including any such reports filed subsequent to the date hereof, the "Company ReportsCOMPANY REPORTS"). As of their respective dates, the Company Reports did not, and any Company Reports filed with the SEC subsequent to the date hereof will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. Each of the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) fairly presentspresents in all material respects, or or, in the case of Company Reports filed with the SEC subsequent to the date hereof, will fairly presentpresent in all material respects, the consolidated financial position of the Company and its Subsidiaries as of its date and each of the consolidated statements of income and of changes in financial position included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presentspresents in all material respects, or or, in the case of Company Reports filed with the SEC subsequent to the date hereof, will fairly presentpresent in all material respects, the results of operations, retained earnings and changes in financial position, as the case may be, of the Company and its Subsidiaries on a consolidated basis for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved, except as may be noted therein.

Company Reports; Financial Statements. The Company has delivered or made available to the Investor (i) The Company has made available to Parent each registration statement, report, proxy statement or information statement prepared by it filed with the Securities and Exchange Commission (the "SEC") since December 31September 30, 1994 2000, including (i) the Company's Annual Report on Form 10-K for the fiscal year ended December 31September 30, 1996 (the "Audit Date")2000, and (ii) the Company's Quarterly Reports on Form 10-Q for the periods quarters ended December 31, 2000 and March 31, 19972001 and the Company's proxy statement dated March 7, June 30, 1997 and September 30, 1997, 2001 with respect to its annual meeting in each case in the form (including exhibits, annexes and any amendments thereto) filed with the Securities and Exchange Commission (the "SEC") SEC (collectively, including any such reports filed subsequent to the date hereof, the "Company Reports"). As of their respective dates, the Company Reports did not, and any Company Reports filed complied in all material respects with the SEC subsequent to requirements of the date hereof will notSecurities Act of 1933, as amended (the "Securities Act") and the Securities Exchange Act of 1934, as amended 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 to make the statements made therein, in light of the circumstances in which they were made, not misleading. Each of the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) fairly presents, or will fairly present, presents in all material respects the consolidated financial position of the Company and its Subsidiaries as of its date and each of the consolidated statements of income operations, stockholders equity and of changes in financial position cash flows included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents, or will fairly present, presents in all material respects the results of operations, retained earnings net losses and changes in financial positioncash flows, as the case may be, of the Company and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to the absence of notes and normal year-end audit adjustments that will not be material in amount or effectadjustments), in each case in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved, except as may be noted thereintherein (the date of the most recently filed balance sheet of the Company is hereinafter referred to as the "Balance Sheet Date").

Company Reports; Financial Statements. (i) The Company has made available delivered to the Parent each registration statement, report, proxy statement or information statement prepared by it since December July 31, 1994 2002 (the "Audit Date"), including (i) the Company's Annual Report on Form 10-K for the year ended December July 31, 1996 (the "Audit Date"), 2002 and (ii) the Company's Quarterly Reports Report on Form 10-Q for the periods period ended March October 31, 1997, June 30, 1997 and September 30, 1997, each in the form 2002 (including exhibits, annexes and any amendments thereto) filed with the Securities and Exchange Commission (the "SEC") (collectively, including any such other reports filed with the SEC subsequent to the date hereofhereof and as amended, the "Company Reports"). As of their respective datesdates (or, if amended prior to the date hereof, as of the date of such amendment), the Company Reports did not, and any Company Reports filed with the SEC subsequent to the date hereof will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. Each of the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) fairly presents, or will fairly present, the consolidated financial position of the Company and its Subsidiaries subsidiaries as of its date and each of the consolidated statements of income and of changes in financial position included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents, or will fairly present, the results of operations, retained earnings and changes in financial position, as the case may be, of the Company and its Subsidiaries subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with U.S. generally accepted accounting principles ("GAAP") consistently applied during the periods involved, except as may be noted therein. The Company has no cash obligations or liabilities with respect to any restructuring plan, including with respect to the Company's 2000 and 2002 restructuring plans.

Company Reports; Financial Statements. (i) The Company has made available delivered to the Parent each registration statement, report, proxy statement or information statement prepared by it since December July 31, 1994 2002 (the “Audit Date”), including (i) the Company's ’s Annual Report on Form 10-K for the year ended December July 31, 1996 (the "Audit Date"), 2002 and (ii) the Company's Quarterly Reports Report on Form 10-Q for the periods period ended March October 31, 1997, June 30, 1997 and September 30, 1997, each in the form 2002 (including exhibits, annexes and any amendments thereto) filed with the Securities and Exchange Commission (the "“SEC"”) (collectively, including any such other reports filed with the SEC subsequent to the date hereofhereof and as amended, the "“Company Reports"”). As of their respective datesdates (or, if amended prior to the date hereof, as of the date of such amendment), the Company Reports did not, and any Company Reports filed with the SEC subsequent to the date hereof will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. Each of the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) fairly presents, or will fairly present, the consolidated financial position of the Company and its Subsidiaries subsidiaries as of its date and each of the consolidated statements of income and of changes in financial position included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents, or will fairly present, the results of operations, retained earnings and changes in financial position, as the case may be, of the Company and its Subsidiaries subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with U.S. generally accepted accounting principles ("“GAAP"”) consistently applied during the periods involved, except as may be noted therein. The Company has no cash obligations or liabilities with respect to any restructuring plan, including with respect to the Company’s 2000 and 2002 restructuring plans.

Company Reports; Financial Statements. (i) The Company has made available delivered to Parent each registration statement, report, proxy statement or information statement prepared by it since December 31(including, 1994 including without limitation, (i) the Company's Annual Report Reports on Form 10-K, (ii) the Company's Current Reports on Form 8-K for the year ended December 31, 1996 (the "Audit Date"), and (iiiii) the Company's Quarterly Reports on Form 10-Q for the periods ended March 31, 1997, June 30, 1997 and September 30, 1997Q), each in the form (including exhibits, annexes and any amendments thereto) filed with the Securities and Exchange Commission since January 1, 1996 (the "SEC") (collectively, including any such reports filed subsequent to the date hereof, the "Company Reports"). As of their respective dates, the Company Reports did not, and any Company Reports filed with the SEC subsequent to the date hereof will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. Each of the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) fairly presents, or will fairly present, the consolidated financial position of the Company and its Subsidiaries as of its date and each of the consolidated statements of income operations, statements of cash flows and statements of changes in financial position shareholders' equity included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents, or will fairly present, the results of operations, retained earnings accumulated deficits, shareholders' equity and changes in financial positioncash flows, as the case may be, of the Company and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with generally accepted accounting principles in the United States ("US GAAP") consistently applied during the periods involved, except as may be noted therein.

Company Reports; Financial Statements. (ia) The Company has made available filed or furnished, as applicable, on a timely basis, all forms, statements, certifications, reports and documents required to Parent each registration statement, report, proxy statement be filed or information statement prepared furnished by it since December 31with the SEC pursuant to the Exchange Act or the Securities Act of 1933, 1994 including (i) the Company's Annual Report on Form 10-K for the year ended December 31, 1996 as amended (the "Audit Date"“Securities Act”), and (ii) the Company's Quarterly Reports on Form 10-Q for the periods ended March 31since January 1, 1997, June 30, 1997 and September 30, 1997, each in the form (including exhibits, annexes and any amendments thereto) filed with the Securities and Exchange Commission 2010 (the "SEC"“Applicable Date”) (collectivelythe forms, including any such statements, reports and documents filed or furnished since the Applicable Date and those filed or furnished subsequent to the date hereof, including any amendments thereto, the "“Company Reports"”). No Subsidiary of the Company is or has been required to file or furnish any periodic reports with the SEC. Except as otherwise provided in Section 4.5(a) of Company Disclosure Schedule, each of the Company Reports, at the time of its filing or being furnished complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act, applicable accounting standards and the Sxxxxxxx-Xxxxx Act of 2002 (as amended and including the rules and regulations promulgated thereunder) (the “Sxxxxxxx-Xxxxx Act”), and any rules and regulations promulgated thereunder applicable to the Company Reports, each in effect on such dates. As of their respective datesdates (or, if amended prior to the date hereof, as of the date of such amendment), the Company Reports did not, and any Company Reports filed with the SEC subsequent to the date hereof will not, not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. Each of the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) fairly presents, or will fairly present, the consolidated financial position of the Company and its Subsidiaries as of its date and each of the consolidated statements of income and of changes in financial position included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents, or will fairly present, the results of operations, retained earnings and changes in financial position, as the case may be, of the Company and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved, except as may be noted therein.

Company Reports; Financial Statements. (i) The Company has made available delivered to Parent the Holders each registration statement, report, proxy statement or information statement prepared by it since December 3130, 1994 2001 (the "Audit Date"), including (i) the Company's Annual Report on Form 10-K for the year ended December 3130, 1996 (the "Audit Date"), 2001 and (ii) the Company's Quarterly Reports on Form 10-Q for the periods ended March 31, 19972002, June 30, 1997 2002 and September 3029, 19972002, each in the form (including exhibits, annexes and any amendments thereto) filed with the Securities and Exchange Commission (the "SEC") SEC (collectively, including any such reports filed subsequent to the date hereof, the "Company Reports"). As of their respective dates, the Company Reports did not, and any Company Reports filed with the SEC subsequent to the date hereof will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. Each of the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) fairly presents, or will fairly present, the consolidated financial position of the Company and its Subsidiaries as of its date and each of the consolidated statements of income and of changes in financial position included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents, or will fairly present, the results of operations, retained earnings and changes in financial position, as the case may be, of the Company and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with generally accepted accounting principles ("GAAP") GAAP consistently applied during the periods involved, except as may be noted therein.

Company Reports; Financial Statements. (i) The Company has delivered or made available to Parent each registration statement, report, proxy statement or information statement prepared by it since December 31, 1994 1997 including (iA) the Company's Annual Report on Form 10-K for the year ended December 31, 1996 1998 (the "Audit Date"), and (iiB) the Company's Quarterly Reports on Form 10-Q for the periods ended March 31, 19971999, June 30, 1997 1999 and September 30, 19971999, each in the form (including exhibits, annexes and any amendments thereto) filed with the Securities and Exchange Commission (the "SEC") (collectively, including any such reports filed subsequent to the date hereof, the "Company Reports"). As of their respective dates, the Company Reports complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and did not, and any Company Reports filed with the SEC subsequent to the date hereof will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. The financial statements of the Company included in the Company Reports comply in all material respects as to form with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Each of the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) fairly presentspresents fairly, or will fairly presentpresent fairly, the consolidated financial position of the Company and its Subsidiaries as of its respective date and each of the consolidated statements of income and of changes in financial position stockholders' equity and of cash flows included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents, or will fairly present, the results of operations, retained earnings and changes in financial positioncash flows, as the case may be, of the Company and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-year- end audit adjustments that will not be material in amount or effect), in each case in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involvedindicated, except as may be noted therein.

Company Reports; Financial Statements. (ia) The Company has made available furnished or filed all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to Parent each registration statementbe furnished or filed by the Company with the SEC since January 1, report2017 (such documents, proxy statement or together with all exhibits, financial statements, including the Company Financial Statements, and schedules thereto and all information statement prepared incorporated therein by it since December 31reference, 1994 including but excluding the Proxy Statement, being collectively referred to as the “Company Reports”). Each Company Report (i) at the Company's Annual Report on Form 10time furnished or filed, complied in all material respects with the applicable requirements of the Exchange Act, the Securities Act or the Xxxxxxxx-K for Xxxxx Act of 2002 (including the year ended December 31, 1996 (the "Audit Date"rules and regulations promulgated thereunder), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company Report and (ii) did not at the Company's Quarterly Reports on Form 10-Q for the periods ended March 31, 1997, June 30, 1997 and September 30, 1997, each in the form time it was filed (including exhibits, annexes and any amendments thereto) filed with the Securities and Exchange Commission (the "SEC") (collectively, including any such reports filed subsequent or if amended or superseded by a filing or amendment prior to the date hereofof this Agreement, then at the "Company Reports"). As time of their respective dates, the Company Reports did not, and any Company Reports filed with the SEC subsequent to the date hereof will not, such filing or amendment) 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 in under which they were made, not misleading; provided, however, that no representation is made as to the accuracy of any financial projections or forward-looking statements. Each of the consolidated balance sheets financial statements of the Company included in or incorporated by reference into the Company Reports (including the related “Company Financial Statements”) complied at the time it was filed as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was prepared in accordance with United States generally accepted accounting principles (“GAAP”) (except, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods and as of the dates involved (except as may be indicated in the notes thereto) and schedules) fairly presentspresents in all material respects, or will fairly presentin accordance with GAAP, the consolidated financial position of the Company and its Subsidiaries as of its date the dates thereof and each of the consolidated statements of income and of changes in financial position included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents, or will fairly present, the results of operations, retained earnings its operations and changes in financial position, as the case may be, of the Company and its Subsidiaries cash flows for the periods set forth therein shown (subject, in the case of unaudited quarterly financial statements, to notes and normal year-end audit adjustments and any other adjustments stated therein or in the notes thereto). (i) To the Knowledge of the Company, none of the Company Reports is the subject of ongoing SEC review or an outstanding SEC investigation and (ii) there are no outstanding or unresolved comments received from the SEC with respect to any of the Company Reports, or any resolved comments received from the SEC that will have not be material yet been reflected in amount or effect), in each case in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved, except as may be noted thereinCompany Reports.

Company Reports; Financial Statements. (ia) The Since October 18, 2006, the Company has made available to Parent each registration statementfiled all reports, reportregistrations, proxy statement or information statement prepared by it since December 31documents, 1994 including (i) the Company's Annual Report on Form 10-K for the year ended December 31filings, 1996 (the "Audit Date")statements and submissions, and (ii) the Company's Quarterly Reports on Form 10-Q for the periods ended March 31, 1997, June 30, 1997 and September 30, 1997, each in the form (including exhibits, annexes and together with any amendments thereto) filed , that it was required to file with the Securities Commission under applicable law and Exchange the rules and regulations of the Commission (the "SECCOMPANY REPORTS") (collectively, including on a timely basis or has timely filed a valid extension of such time of filing and has filed any such reports filed subsequent Company Reports prior to the date hereof, the "Company Reports")expiration of any such extension. As of their respective dates, the Company Reports did notcomplied in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations of the Commission promulgated thereunder, and any none of the Company Reports filed with Reports, at the SEC subsequent to the date hereof will nottime it was filed, 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 in which they were made, therein not misleading. Each The financial statements of the consolidated balance sheets Company included in or incorporated by reference into the Company Reports (including comply in all material respects with applicable accounting requirements and the related rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with GAAP to the extent required by applicable law and the rules and regulations of the Commission, except as may be otherwise specified in such financial statements or the notes thereto, and schedules) fairly presents, or will fairly present, present in all material respects the consolidated financial position of the Company and its Subsidiaries as of its date and each of for the consolidated statements of income dates thereof and of changes in financial position included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents, or will fairly present, the results of operations, retained earnings operations and changes in financial position, as the case may be, of the Company and its Subsidiaries cash flows for the periods set forth therein (then ended, subject, in the case of unaudited statements, to notes and normal normal, immaterial, year-end audit adjustments that will not be adjustments. All material agreements to which the Company is a party or to which the property or assets of the Company are subject are included as part of or specifically identified in amount the Company Reports to the extent required by applicable law and the rules and regulations of the Commission. No executive officer of the Company has failed in any respect to make the certifications required of him or effect), in each case in accordance with generally accepted accounting principles ("GAAP") consistently applied during her under Section 302 or 906 of the periods involved, except as may be noted thereinXxxxxxxx-Xxxxx Act of 2002.

Company Reports; Financial Statements. (i) The Company and, to the extent applicable, each of its Subsidiaries has made available all filings required to Parent each registration statement, report, proxy statement or information statement prepared be made by it since December 31, 1994 including (i) the Company's Annual Report on Form 10-K for the year ended December 31, 1996 (the "Audit Date"), and (ii) the Company's Quarterly Reports on Form 10-Q for the periods ended March 31, 1997, June 30, 1997 and September 30, 1997, each in the form (including exhibits, annexes and any amendments thereto) filed with the Securities and Exchange Commission (the "SEC") since at least January 1, 1999 (collectively, including any such reports filed subsequent to the date hereof, the "Company Reports"). As of their respective dates, the Company Reports complied in all material respects with the requirements of applicable statutes and regulations (except for certain late filings) and did not, and any Company Reports filed with the SEC subsequent Commission prior to the date hereof Sale will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. Each of the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) fairly presentspresents fairly, or will fairly presentpresent fairly, the consolidated financial position of the Company and its Subsidiaries as of its date and each of the consolidated statements of income and of changes in financial position included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presentspresents fairly, or will fairly presentpresent fairly, the results of operations, retained earnings and changes in financial position, as the case may be, of the Company and its Subsidiaries for the periods set forth therein (except as otherwise noted therein and subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved, except, in the case of unaudited financial statements, as permitted by Commission Form 10-Q, and except as may be noted therein. The Company has not, on or prior to the date hereof, filed any other definitive reports or statements with the Commission since July 14, 2000.

Company Reports; Financial Statements. (i) The Company has made available delivered to Parent each registration statement, report, proxy statement or information statement prepared by it since December 31, 1994 including (i) the Company's Annual Report on Form 10-K for the year ended December 31, 1996 1998 (the "Audit Date"), and (ii) the Company's Quarterly Reports on Form 10-Q for the periods ended March 31, 1997, June 30, 1997 and September 30, 1997, each in the form (including exhibits, annexes and any amendments thereto) filed with the Securities and Exchange Commission (the "SEC") OSE (collectively, including any such reports filed subsequent to the date hereofhereof and as amended, the "Company Reports"). As of their respective datesthe date hereof, (or, if amended, as of the date of such amendment) the Company Reports did not, and any Company Reports filed with the SEC OSE subsequent to the date hereof will shall not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading, in each case, as of their respective dates. Each of the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) fairly presents, or will or, in the case of Company Reports filed with the OSE subsequent to the date hereof, shall fairly present, the consolidated financial position of the Company and its Subsidiaries as of its date and each of the consolidated statements of income and of changes in financial position included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents, or will in the case of Company Reports filed with the OSE subsequent to the date hereof, shall fairly present, the results of operations, retained earnings and changes in financial position, as the case may be, of the Company and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with U.S. generally accepted accounting principles ("GAAP") consistently applied during the periods involved, except as may be noted therein.

Company Reports; Financial Statements. (i) The Company has made available delivered to Parent each registration statement, report, proxy statement or consent or information statement prepared by it since December March 31, 1994 2000 (the "Audit Date"), including (iA) the Company's Annual Report on Form 10-K for the year ended December March 31, 1996 (the "Audit Date")2000, and (iiB) the Company's Quarterly Reports on Form 10-Q for the periods ended March December 31, 1997, June 30, 1997 and September 30, 19972000, each in the form (including exhibits, annexes and any amendments thereto) filed with the Securities and Exchange Commission (the "SEC") (collectively, including any such reports filed subsequent to the date hereofhereof and as amended, the "Company Reports"). As of their respective dates, (or, if amended, as of the date of such amendment) the Company Reports did not, and any Company Reports filed with the SEC subsequent to the date hereof will 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 made therein, in light of the circumstances in which they were made, not misleading. Each of the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) fairly presents, or (in the case of Company Reports filed after the date of this Agreement) will fairly present, the consolidated financial position of the Company and its Subsidiaries as of its date and each of the consolidated statements of income earnings, retained earnings and comprehensive earnings and consolidated statements of cash flows and of changes in financial position included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents, or (in the case of Company Reports filed after the date of this Agreement) will fairly present, the results of operations, retained earnings and changes in financial position, as the case may be, of the Company and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with generally accepted accounting principles ("GAAP") consistently con sistently applied during the periods involved, except as may be noted therein.

Company Reports; Financial Statements. (i) The Company Seller has made available to Parent the Buyer each registration statement, report, proxy statement or information statement prepared by it since December 31, 1994 1997 (the "Audit Date"), including (i) the Company's Annual Report on Form 10-K for the year ended December 31, 1996 (the "Audit Date")1997, and (ii) the Company's Quarterly Reports on Form 10-Q for the periods ended March 31, 19971998, June 30, 1997 1998 and September 30, 19971998 and (iii) the Company's Reports on Form 8-K dated February 18, 1998, June 30, 1998, July 2, 1998, September 28, 1998, October 23, 1998 and December 3, 1998, each in the form (including exhibits, annexes and any amendments thereto) filed with the Securities and Exchange Commission (the "SEC") SEC (collectively, including any such reports filed subsequent to the date hereofhereof and any amended reports, the "Company Reports"). As of their respective datesdates (or, if amended, as of the date of such amendment), insofar as the Company Reports relate to the Purchased Assets, the Company Reports did not, and any Company Reports filed with the SEC subsequent to the date hereof will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. Each With respect to the financial information relating to the Purchased Assets, each of the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the any related notes and schedules) fairly presents, or will fairly present, the consolidated financial position of the Company and its Subsidiaries subsidiaries as of its date and each of the consolidated statements of income and of changes in financial position included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents, or will fairly present, the results of operations, retained earnings and changes in financial position, as the case may be, of the Company and its Subsidiaries subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved, except as may be noted therein.

Company Reports; Financial Statements. (i) The Company has made available delivered to Parent and Merger Sub each registration statement, report, proxy statement or information statement prepared by it since December 31, 1994 1997 (the "AUDIT DATE"), including (i) the Company's Annual Report on Form 10-K KSB for the year ended December 31, 1996 (the "Audit Date")1997, and (ii) the Company's Quarterly Reports Report on Form 10-Q QSB for the periods period ended March 31, 1997, June 30, 1997 and September 30, 19971998, each in the form (including exhibits, annexes and any amendments thereto) filed with the Securities and Exchange Commission (the "SEC") (collectively, including any such reports filed subsequent to the date hereofhereof and as amended, the "Company ReportsCOMPANY REPORTS"). As of their respective dates, (or, if amended, as of the date of the latest of such amendments) the Company Reports did not, and any Company Reports filed with the SEC subsequent to the date hereof will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. Each of the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) fairly presents, or will fairly present, the consolidated financial position of the Company and its Subsidiaries as of its date and each of the consolidated statements of income and of changes in financial position included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents, or will fairly present, the results of operations, retained earnings and changes in financial position, as the case may be, of the Company and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved, except as may be noted therein.

Company Reports; Financial Statements. (i) The Company has made available delivered to Parent each registration statement, report, proxy statement or information statement prepared by it since December 31, 1994 2001, including (iA) the Company's Annual Report on Form 10-K 10?K for the year ended December 31, 1996 (the "Audit Date")2001, and (iiB) the Company's Quarterly Reports on Form 10-Q 10?Q for the periods ended March 31, 1997, June 30, 1997 30 and September 30, 19972002, each in the form (including exhibits, annexes and any amendments thereto) filed with the Securities and Exchange Commission (the "SEC") SEC (collectively, including any such reports filed subsequent to the date hereofhereof and as amended, the "Company Reports"). As of their respective dates, (or, if amended, as of the date of such amendment) the Company Reports did not, and any Company Reports filed with the SEC subsequent to the date hereof will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. Each of the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) fairly presents, or will fairly present, in all material respects the consolidated financial position of the Company and its Subsidiaries subsidiaries as of its date and each of the consolidated statements of income operations and consolidated statements of changes in financial position stockholder's equity and cash flows included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents, or will fairly present, in all material respects the financial position, the results of operations, retained earnings operations and changes in financial positioncash flows, as the case may be, of the Company and its Subsidiaries subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with generally accepted accounting principles ("GAAP") GAAP consistently applied during the periods involved, except as may be noted therein.

Company Reports; Financial Statements. (i) The Company has made available to Parent each registration statement, report, proxy statement or information statement prepared filed with the Securities and Exchange Commission (the "SEC") by it since December 31January 3, 1994 1998 (the "AUDIT DATE"), including (i) the Company's Annual Report on Form 10-K for the year ended December 31January 3, 1996 1998 (as amended, the "Audit Date"), and (ii) the Company's Quarterly Reports on Form COMPANY 10-Q for the periods ended March 31, 1997, June 30, 1997 and September 30, 1997, each K") in the form (including exhibits, annexes and any amendments thereto) filed with the Securities and Exchange Commission (the "SEC") SEC (collectively, including any such reports filed subsequent to the date hereof, the "Company ReportsCOMPANY REPORTS"). As of their respective dates, the Company Reports complied, and any Company Reports filed with the SEC after the date hereof will comply, as to form in all material respects with the applicable requirements of the Exchange Act and the Securities Act of 1933, as amended (the "SECURITIES ACT"), and the Company Reports did not, and any Company Reports filed with the SEC subsequent to after the date hereof will not, at the time of their filing, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. Each of the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) fairly presents, or will fairly present, the consolidated financial position of the Company and its Subsidiaries as of its date and each of the consolidated statements of income operations and of changes in financial position stockholders' equity and of cash flows included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents, or will fairly present, the results of operations, retained earnings and earnings, changes in financial positionstockholders' equity and cash flow, as the case may be, of the Company and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with United States generally accepted accounting principles ("GAAP") consistently applied during the periods involved, except as may be noted therein. The Company has heretofore made available or promptly will make available to Parent a complete and correct copy of all amendments or modifications which are required to be filed with the SEC but have not yet been filed with the SEC to the Company Reports, agreements, documents or other instruments which previously had been filed by the Company with the SEC pursuant to the Exchange Act. For purposes of this Agreement, "BALANCE SHEET" means the consolidated balance sheet of the Company as of January 3, 1998 set forth in the Company 10-K. Except as set forth in Company Reports filed with the SEC prior to the date hereof or as incurred in the ordinary course of business since the date of the most recent financial statements included in the Company Reports, neither the Company nor any of its subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which would be required under GAAP to be set forth on a consolidated balance sheet of the Company and its subsidiaries taken as a whole and which individually or in the aggregate would have a Company Material Adverse Effect.

Company Reports; Financial Statements. (i) The Company has made available to Parent each registration statement, schedule, report, proxy statement or information statement prepared filed by it since December 31, 1994 including 1997 (the "AUDIT DATE"), including, without limitation, (i) the Company's Annual Report on Form 10-K for the year ended December 31, 1996 (the "Audit Date"), 1997 and (ii) the Company's Quarterly Reports Report on Form 10-Q for the periods ended March 31, 1997, June 30, 1997 and September 30, 19971998, each in the form (including exhibits, annexes exhibits and any amendments thereto) filed with the Securities SEC (all such statements, schedules and Exchange Commission (the "SEC") (collectively, including any such reports filed subsequent to the date hereofreports, the "Company ReportsCOMPANY REPORTS"). As of their respective dates, the Company Reports did not, and any Company Reports filed with the SEC subsequent to the date hereof will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. Each of the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) fairly presents, or will fairly present, presents in all material respects the consolidated financial position of the Company and its Subsidiaries subsidiaries as of its date and each of the consolidated statements of income and of changes in financial position included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents, or will fairly present, presents in all material respects the results of operations, retained earnings and changes in financial position, as the case may be, of the Company and its Subsidiaries subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that which will not be material in amount or effect), in each case in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved, except as may be noted therein.

Company Reports; Financial Statements. (i) The Company has made available to Parent each registration statement, report, proxy statement or information statement prepared by it since December 31, 1994 2003 (the “Audit Date”) and filed with the SEC, including (i) the Company's ’s Annual Report on Form 10-K for the year ended December 31, 1996 (the "Audit Date"), 2003 and (ii) the Company's ’s Quarterly Reports on Form 10-Q for the quarterly periods ended ending March 31, 1997, June 30, 1997 30 and September 30, 19972004, each in the form (including exhibits, annexes and any amendments thereto) filed with the Securities SEC. The Company has filed or furnished all forms, statements, reports and Exchange Commission documents required to be filed or furnished by it with the SEC pursuant to applicable securities statutes, regulations, policies and rules since the Audit Date (the "SEC") (collectivelyforms, including any such statements, reports and documents filed or furnished with the SEC since the Audit Date and those filed or furnished with the SEC subsequent to the date hereofof this Agreement, if any, including any amendments thereto, the "“Company Reports"”). Each of the Company Reports, at the time of its filing, complied or will comply in all material respects with the applicable requirements of the Exchange Act and the rules and regulations thereunder and complied in all material respects with the then applicable accounting standards. As of their respective datesdates (or, if amended, as of the date of such amendment), the Company Reports did not, and any Company Reports filed with the SEC subsequent to the date hereof will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. Each The Company Reports included or will include all certificates required to be included therein pursuant to Sections 302 and 906 of the consolidated balance sheets included in or incorporated by reference into Xxxxxxxx-Xxxxx Act of 2002, as amended (the Company Reports (including “SOX Act”), and the related notes internal control report and schedules) fairly presents, or will fairly present, the consolidated financial position attestation of the Company and its Subsidiaries as of its date and each Company’s outside auditors required by Section 404 of the consolidated statements of income and of changes in financial position included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents, or will fairly present, the results of operations, retained earnings and changes in financial position, as the case may be, of the Company and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved, except as may be noted thereinSOX Act.

Company Reports; Financial Statements. (i) The Company has made available to Parent each registration statement, report, proxy statement or information statement prepared by it since December 31, 1994 1996 including (iA) the Company's Annual Report on Form 10-K for the year ended December 31, 1996 1997 (the "Audit Date"), and (iiB) the Company's Quarterly Reports on Form 10-Q for the periods ended March 31, 19971998, June 30, 1997 1998 and September 30, 19971998, each in the form (including exhibits, annexes and any amendments thereto) filed with the Securities and Exchange Commission (the "SEC") (collectively, including any such reports filed subsequent to the date hereof, the "Company Reports"). As of their respective dates, the Company Reports did not, and any Company Reports filed with the SEC subsequent to the date hereof will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. Each of the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) fairly presents, or will fairly present, the consolidated financial position of the Company and its Subsidiaries as of its date and each of the consolidated statements of income and of changes in financial position included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents, or will fairly present, the results of operations, retained earnings and changes in financial position, as the case may be, of the Company and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to the failure to include all required notes thereto and normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved, except as may be noted therein.

Company Reports; Financial Statements. (ia) The Company has made available filed or furnished, as applicable, all forms, statements, certifications, reports and documents required to Parent each registration statement, report, proxy statement be filed or information statement prepared furnished by it since December 31with the SEC pursuant to the Exchange Act or the U.S. Securities Act of 1933, 1994 including (i) the Company's Annual Report on Form 10-K for the year ended December 31, 1996 as amended (the "Audit Date"“Securities Act”), and (ii) the Company's Quarterly Reports on Form 10-Q for the periods ended March 31since July 27, 1997, June 30, 1997 and September 30, 1997, each in the form (including exhibits, annexes and any amendments thereto) filed with the Securities and Exchange Commission 2017 (the "SEC"“Applicable Date”) (collectivelythe forms, including any such statements, reports and other documents filed or furnished since the Applicable Date and those filed or furnished subsequent to the date hereof, including any amendments or exhibits thereto and the "documents incorporated by reference therein, collectively, the “Company Reports"”). No Subsidiary of the Company is or has been required to file or furnish any periodic reports with the SEC. Each of the Company Reports, at the time of its filing or being furnished, complied in all material respects with the then applicable requirements of the Securities Act, the Exchange Act, applicable accounting standards and the U.S. Xxxxxxxx-Xxxxx Act of 2002 (as amended and including the rules and regulations promulgated thereunder) (the “Xxxxxxxx-Xxxxx Act”), and any rules and regulations promulgated thereunder applicable to the Company Reports, each in effect on such dates. As of their respective datesdates (or, if amended prior to the date hereof, as of the date of such amendment), the Company Reports did not, and any Company Reports filed with the SEC subsequent to the date hereof will not, not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. Each of the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) fairly presents, or will fairly present, the consolidated financial position of the Company and its Subsidiaries as of its date and each of the consolidated statements of income and of changes in financial position included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents, or will fairly present, the results of operations, retained earnings and changes in financial position, as the case may be, of the Company and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved, except as may be noted therein.

Company Reports; Financial Statements. (i) The Company has made available filed or furnished, as applicable, on a timely basis all registration statements, forms, reports and other documents required to Parent each registration statement, report, proxy statement be filed or information statement prepared furnished by it since December 31with the SEC pursuant to the Securities Act or the Exchange Act on or after January 1, 1994 including (i) the Company's Annual Report on Form 10-K for the year ended December 31, 1996 2011 (the "Audit “Applicable Date"), and (ii”) the Company's Quarterly Reports on Form 10-Q for the periods ended March 31, 1997, June 30, 1997 and September 30, 1997, each in the form (including exhibits, annexes and any amendments thereto) filed with the Securities and Exchange Commission (the "SEC") (collectivelyregistration statements, including any such forms, reports and other documents filed or furnished since the Applicable Date and those filed or furnished subsequent to the date hereof, including any schedules, exhibits and amendments thereto, the "“Company Reports"”). Each of the Company Reports, at the time of its filing or being furnished complied or, if not yet filed or furnished, will comply when filed or furnished as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as the case may be. As of their respective datesdates (or, if amended prior to the date hereof, as of the date of such amendment), the Company Reports did not, and any Company Reports filed or furnished with the SEC subsequent to the date hereof will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances in under which they were made, not misleading. Each As of the consolidated balance sheets included in date of this Agreement, there are no material outstanding and unresolved comments received from the SEC or incorporated by reference into the Company Reports (including the related notes and schedules) fairly presents, or will fairly present, the consolidated financial position its staff with respect to any of the Company Reports. There has been no material correspondence between the SEC and its Subsidiaries as of its date and each of the consolidated statements of income and of changes in financial position included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presentssince January 1, or will fairly present, the results of operations, retained earnings and changes in financial position, as the case may be, 2010 that is not available on XXXXX. No Subsidiary of the Company and its Subsidiaries for is subject to the periods set forth therein (subject, in reporting requirements of Section 13(a) or Section 15(d) of the case of unaudited statements, to notes and normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved, except as may be noted thereinExchange Act.

Company Reports; Financial Statements. (i) The Company has made available delivered to Parent each registration statement, report, proxy statement or and information statement prepared by it since December 31, 1994 2004 (the “Audit Date”), including (iA) the Company's ’s Annual Report on Form 10-K for the year ended December 31, 1996 (the "Audit Date")2004, and (iiB) the Company's ’s Quarterly Reports on Form 10-Q for the periods ended March 31, 19972005, and June 30, 1997 and September 30, 19972005, each in the form (including exhibits, annexes and any amendments thereto) filed with the Securities and Exchange Commission (the "“SEC"”) (collectively, including any such reports filed subsequent to the date hereofhereof and as amended, the "“Company Reports"”). As of their respective datesdates (or, if amended, as of the date of such amendment) the Company Reports did not, and any Company Reports filed with the SEC subsequent to the date hereof will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. Each of the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) fairly presents, or will fairly present, the consolidated financial position of the Company and its Subsidiaries as of its date and each of the consolidated statements of income and of changes in financial position included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents, or will fairly present, the results of operations, retained earnings and changes in financial position, as the case may be, of the Company and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with U.S. generally accepted accounting principles ("“GAAP"”) consistently applied during the periods involved, except as may be otherwise noted therein.

Company Reports; Financial Statements. (i) The Company has made available filed with, or furnished to, on a timely basis, all forms, statements, certifications, reports and documents required to Parent each registration statement, report, proxy statement or information statement prepared be filed by it with, or furnished to, the SEC pursuant to the Exchange Act or the Securities Act since December 31the Applicable Date collectively, 1994 including (i) together with any exhibits and schedules thereto and other information incorporated therein, the “Company Reports”). Each of the Company Reports and the draft of the Company's ’s Annual Report on Form 10-K for the its fiscal year ended December 31June 29, 1996 2014 (which draft is attached to Section 5.1(e)(i) of the "Audit Date"Company Disclosure Schedule, as so attached, the “Draft 10-K”), and at the time of its filing (ii) the Company's Quarterly Reports on Form 10-Q for the periods ended March 31or, 1997, June 30, 1997 and September 30, 1997, each in the form (including exhibits, annexes and any amendments thereto) filed with the Securities and Exchange Commission (the "SEC") (collectively, including any such reports filed subsequent if amended prior to the date hereofof this Agreement, as of the date of such amendment) complied or, if not yet filed, will comply in all material respects in form and content with the applicable requirements of the Securities Act, the "Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) and any rules and regulations promulgated thereunder applicable to the Company Reports"). As of their respective datesdates (or, if amended prior to the date of this Agreement, as of the date of such amendment), the Company Reports and the Draft 10-K did not, and any Company Reports filed with the SEC on or subsequent to the date hereof of this Agreement will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. Each As of the consolidated balance sheets included in date of this Agreement, there are no outstanding or incorporated by reference into unresolved comments received from the SEC with respect to any of the Company Reports (including and, to the related notes and schedules) fairly presentsKnowledge of the Company, or will fairly present, the consolidated financial position none of the Company and its Subsidiaries as Reports is the subject of its date and each ongoing SEC review, outstanding SEC comment or outstanding SEC investigation. None of the consolidated statements of income and of changes in financial position included in Company’s Subsidiaries is required to file or incorporated by reference into furnish with or to the Company Reports (including SEC any related notes and schedulesperiodic or current reports pursuant to Section 13 or 15(d) fairly presents, or will fairly present, the results of operations, retained earnings and changes in financial position, as the case may be, of the Company and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved, except as may be noted thereinExchange Act.

Company Reports; Financial Statements. (i) The Company has made available to Parent the Purchasers each registration statement, report, proxy statement or information statement prepared by it since December 31April 15, 1994 2001, including (i) the Company's Annual Transition Report on Form 10-K for the year ended transition period from April 1, 2001 to December 31, 1996 (the "Audit Date"), 2001 and (ii) the Company's Quarterly Reports on Form 10-Q for the periods quarterly period ended March 31, 1997, June 30, 1997 and September 30, 1997, each 2002 in the form (including exhibits, annexes and any amendments thereto) filed with the Securities and Exchange Commission (the "SEC") (collectively, including any such reports filed subsequent to the date hereofhereof and as amended, the "Company Reports"). As of their respective dates, (or, if amended, as of the date of such amendment) the Company Reports did not, and any Company Reports filed with the SEC subsequent to the date hereof and prior to the date of the Closing will not, as of their respective dates, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. Each of the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) fairly presentspresents in all material respects, or will fairly presentpresent in all material respects, the consolidated financial position of the Company and its Subsidiaries as of its date and each of the consolidated statements of income operations and statements of changes in financial position cash flows included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presentspresents in all material respects, or will fairly presentpresent in all material respects, the results of operations, retained earnings operations and changes in financial positioncash flows, as the case may be, of the Company and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved, except as may be noted therein.

Company Reports; Financial Statements. (i) The Company has delivered or made available to Parent each registration statement, report, proxy statement or information statement prepared by it since December 31, 1994 1995 (the "Audit Date"), including (i) the Company's Annual Report on Form 10-K for the year ended December 31, 1996 (the "Audit Date"), 1995 and (ii) the Company's Quarterly Reports on Form 10-Q for the periods ended March 31, 19971996, and June 30, 1997 and September 30, 19971996, each in the form (including exhibits, annexes and any amendments thereto) filed with the Securities and Exchange Commission (the "SEC") (collectively, including any such reports filed subsequent to the date hereof, the "Company Reports"). As of their respective dates, the Company Reports did not, and any Company Reports filed with the SEC subsequent to the date hereof will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. Each of the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) fairly presents, or will fairly present, the consolidated financial position of the Company and its Subsidiaries as of its date and each of the consolidated statements of income income, shareholders' equity and of changes in financial position cash flows included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents, or will fairly present, the results of operations, retained earnings and changes in financial position, as the case may be, of the Company and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved, except as may be noted therein.

Company Reports; Financial Statements. (i) The Company has made available delivered to Parent each registration statement, report, proxy statement or information statement prepared by it since December 31, 1994 including true and complete copies of: (i) the Company's Annual Report annual reports on Form 10-K for the year ended December fiscal years ending January 31, 1996 (the "Audit Date")1998, and (ii) the Company's Quarterly Reports on Form 10-Q for the periods ended March 31, 1997, June January 30, 1997 and September 301999, 1997January 29, each in the form (including exhibits2000, annexes and any amendments thereto) as filed with the Securities and Exchange Commission (the "SEC") by the Company; (ii) all other reports required to be filed by the Company pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 since January 31, 1998, including Form 10-Q for the first quarter ended April 29, 2000; (iii) all proxy statements furnished to shareholders of the Company since January 31, 1998; and (iv) all registration statements and other documents as filed with the SEC by the Company under the Securities Act of 1933 since January 31, 1998 (collectively, including any such reports filed subsequent to the date hereof, the "Company Reports"). As of their respective dates, except as otherwise disclosed in Schedule 5.1(e), the Company Reports did not, and any Company Reports filed with the SEC subsequent to the date hereof will not, not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading; provided that this and any other representation or warranty herein relating to the Company Reports shall be interpreted as if Rule 412 under the Securities Act of 1933 were directly applicable to the same. Each of the consolidated balance sheets of the Company included in or incorporated by reference into the Company Reports (including the related notes and schedules) fairly presents, or will fairly present, presents the consolidated financial position of the Company and its Subsidiaries subsidiaries as of its date and each of the consolidated statements of income income, stockholders' equity and cash flow of changes in financial position the Company included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents, or will fairly present, presents the consolidated results of operations, retained earnings and changes in financial position, as the case may be, of the Company and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that which will not be material in amount or effectto the Company and its subsidiaries), in each case in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved, except as may be noted thereintherein or may be permitted by Form 10-Q. Other than the Company Reports, the Company has not filed any other definitive reports or statements with the SEC since January 29, 2000.

Company Reports; Financial Statements. (ia) The Company has made available furnished or filed all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to Parent each registration statementbe furnished or filed by the Company with the SEC since June 30, report2016 (such documents, proxy statement or together with all exhibits, financial statements, including the Company Financial Statements, and schedules and amendments thereto and all information statement prepared incorporated therein by it since December 31reference, 1994 including but excluding the Schedule 14D-9, being collectively referred to as the “Company Reports”). Each Company Report (i) at the Company's Annual Report on Form 10time furnished or filed, complied in all material respects with the applicable requirements of the Exchange Act, the Securities Act and the Sxxxxxxx-K for Xxxxx Act of 2002 (including the year ended December 31, 1996 (the "Audit Date"rules and regulations promulgated thereunder), as applicable, and the rules and regulations of the SEC promulgated thereunder applicable to such Company Report and (ii) did not at the Company's Quarterly Reports on Form 10-Q for the periods ended March 31, 1997, June 30, 1997 and September 30, 1997, each in the form time it was filed (including exhibits, annexes and any amendments thereto) filed with the Securities and Exchange Commission (the "SEC") (collectively, including any such reports filed subsequent or if amended or superseded by a filing or amendment prior to the date hereofof this Agreement, then at the "Company Reports"). As time of their respective dates, the Company Reports did not, and any Company Reports filed with the SEC subsequent to the date hereof will not, such filing or amendment) 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 in under which they were made, not misleading. Each of the consolidated balance sheets financial statements of the Company included in or incorporated by reference into the Company Reports (including the related “Company Financial Statements”) complied at the time it was filed as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was prepared in accordance with United States generally accepted accounting principles (“GAAP”) (except, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods and as of the dates involved (except as may be indicated in the notes thereto) and schedules) fairly presents, or will fairly present, presented in all material respects the consolidated financial position of the Company and its the Company’s consolidated Subsidiaries as of its date the dates thereof and each of the consolidated statements of income and of changes in financial position included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents, or will fairly present, the results of operations, retained earnings their operations and changes in financial position, as the case may be, of the Company and its Subsidiaries cash flows for the periods set forth therein shown (subject, in the case of unaudited quarterly financial statements, to notes the absence of footnote disclosure and to normal fiscal year-end audit adjustments that will not adjustments). There are no unconsolidated Subsidiaries of the Company or any off-balance sheet arrangements of the type required to be material disclosed pursuant to Item 303(a)(4) of Regulation S-K promulgated by the SEC. True, correct and complete copies of all Company Reports are publicly available in amount the Electronic Data Gathering, Analysis and Retrieval database of the SEC. To the Knowledge of the Company, none of the Company Reports are the subject of ongoing SEC review or effect), in each case in accordance with generally accepted outstanding SEC comment or other governmental inquiries or investigations regarding the accounting principles ("GAAP") consistently applied during practices of the periods involved, except as may be noted thereinCompany.

Company Reports; Financial Statements. (ia) The Company has made available furnished or filed all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to Parent each registration statement, report, proxy statement be furnished or information statement prepared filed by it the Company with the SEC since December August 31, 1994 2016 (such documents, together with all exhibits, financial statements, including the Company Financial Statements, and schedules and amendments thereto and all information incorporated therein by reference, but excluding the Proxy Statement, being collectively referred to as the “Company Reports”). Each Company Report (i) at the Company's Annual Report on Form 10-K for time furnished or filed (or if amended or superseded by a filing or amendment prior to the year ended December 31date of this Agreement, 1996 (then at the "Audit Date"time of such filing or amendment), complied in all material respects with the applicable requirements of the Exchange Act, the Securities Act and the Xxxxxxxx-Xxxxx Act of 2002 (including the rules and regulations promulgated thereunder), as applicable, and the rules and regulations of the SEC promulgated thereunder applicable to such Company Report and (ii) did not at the Company's Quarterly Reports on Form 10-Q for the periods ended March 31, 1997, June 30, 1997 and September 30, 1997, each in the form time it was filed (including exhibits, annexes and any amendments thereto) filed with the Securities and Exchange Commission (the "SEC") (collectively, including any such reports filed subsequent or if amended or superseded by a filing or amendment prior to the date hereofof this Agreement, then at the "Company Reports"time of such filing or amendment). As of their respective dates, the Company Reports did not, and any Company Reports filed with in the SEC subsequent to case of registration statements and proxy statements, as the date hereof will notdates of effectiveness and the dates of mailing, respectively, 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 in under which they were made, not misleading. Each of the consolidated balance sheets financial statements of the Company (including, in each case, any notes and schedules thereto) included in or incorporated by reference into the Company Reports (including the related “Company Financial Statements”) complied at the time it was filed as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was prepared in accordance with United States generally accepted accounting principles (“GAAP”) (except, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods and as of the dates involved (except as may be indicated in the notes thereto) and schedules) fairly presentspresents in all material respects, or will fairly presentin accordance with GAAP, the consolidated financial position of the Company and its the Company’s consolidated Subsidiaries as of its date the dates thereof and each of the consolidated statements of income and of changes in financial position included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents, or will fairly present, the results of operations, retained earnings their operations and changes in financial position, as the case may be, of the Company and its Subsidiaries cash flows for the periods set forth therein shown (subject, in the case of unaudited quarterly financial statements, to notes the absence of footnote disclosure and to normal fiscal year-end audit adjustments that will not be material in amount or effectadjustments), in each case in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved, except as may be noted therein.

Company Reports; Financial Statements. (ia) The Company has made available (for purposes of this Section 5.5, any material that has been filed with the Securities and Exchange Commission (the “SEC”) in an unredacted form and that is available through XXXXX shall be deemed to have been made available) to Parent true and complete copies of each registration statement, report, proxy statement or information statement statement, including all amendments, schedules, supplements and exhibits thereto, prepared by it since December 31, 1994 2002 (the “Base Date”), including (i) the Company's ’s Annual Report on Form 10-K for the year years ended December 31, 1996 (the "Audit Date")2002, 2003 and 2004, and (ii) the Company's ’s Quarterly Reports Report on Form 10-Q for the periods period ended March 31, 1997, June 30, 1997 and September 30, 19972005, each in the form (including exhibits, annexes and any amendments thereto) filed with or furnished to the Securities SEC. The Company has timely filed or furnished all forms, statements, reports and Exchange Commission documents required to be filed or furnished by it with or to the SEC pursuant to the applicable securities statutes, regulations, policies and rules since the Base Date (the "SEC") (collectivelyforms, including any such statements, reports and documents filed or furnished since the Base Date and those filed with or furnished to the SEC subsequent to the date hereofof this Agreement, if any, including any amendments thereto, the "“Company Reports"”). Each of the Company Reports, at the time of its filing or furnishing, complied or will comply in all material respects with the applicable requirements of the Exchange Act and the rules and regulations thereunder and complied in all material respects with the then applicable accounting standards. As of their respective datesdates (or, if amended, as of the date of such amendment) the Company Reports did not, and any Company Reports filed with or furnished to the SEC subsequent to the date hereof of this Agreement will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. Each As of the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) fairly presentsdate hereof, or will fairly present, the consolidated financial position no Subsidiary of the Company and its Subsidiaries as of its date and each is subject to the periodic reporting requirements of the consolidated statements Exchange Act. The Company has previously provided to Parent a complete and correct copy of income and of changes in financial position included in any amendment or incorporated by reference into modification which has not yet been filed with or furnished to the SEC to any agreement, document or other instrument which the Company Reports (including any related notes and schedules) fairly presents, has previously filed with or will fairly present, furnished to the results of operations, retained earnings and changes in financial position, as SEC pursuant to the case may be, of Securities Act or the Company and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved, except as may be noted thereinExchange Act.

Company Reports; Financial Statements. (i) The During the two years prior to the date hereof, the Company has made available filed all reports, schedules or other documents required to Parent each registration statement, report, proxy statement or information statement prepared be filed by it since December 31, 1994 including (i) the Company's Annual Report on Form 10-K for the year ended December 31, 1996 (the "Audit Date"), and (ii) the Company's Quarterly Reports on Form 10-Q for the periods ended March 31, 1997, June 30, 1997 and September 30, 1997, each in the form (including exhibits, annexes and any amendments thereto) filed Company with the Securities and Exchange Commission (the “SEC”) pursuant to the reporting requirements of the Securities Exchange Act of 1934 (the "SEC1934 Act") and with the Israeli Securities Authority (collectively, including any such reports filed subsequent the “ISA”) pursuant to the date hereofreporting requirements of Applicable Securities Laws, except for the "Company Reports")failure to make such filings which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. As of their respective filing dates, the Company Reports did notcomplied in all material respects with the requirements of the 1934 Act and the Applicable Securities Laws and the rules and regulations of the SEC and the ISA promulgated thereunder applicable to the Company Reports, and any none of the Company Reports Reports, at the time they were filed with the SEC subsequent to or the date hereof will notISA, contain as applicable, contained or, if amended or supplemented, as so amended or supplemented, contains any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances in under which they were made, not misleading. Each As of their respective filing dates, the financial statements of the consolidated balance sheets Company included in or incorporated by reference into the Company Reports complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC and the ISA, as applicable, with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles in the United States, consistently applied during the periods involved (including "GAAP") (except (a) as may be otherwise indicated in such financial statements or the related notes and schedules) fairly presentsthereto, or will (b) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present, present in all material respects the consolidated financial position of the Company and its Subsidiaries as of its date the dates thereof and each of the consolidated statements of income and of changes in financial position included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents, or will fairly present, the results of operations, retained earnings its operations and changes in financial position, as the case may be, of the Company and its Subsidiaries cash flows for the periods set forth therein then ended (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that will not be adjustments). As used herein, “Company Reports” means reports, schedules, forms, statements and other documents filed by the Company with the ISA or the SEC under the 1933 Act, the 1934 Act, or applicable rules and regulations of the SEC thereunder (including all exhibits included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein) and the document in Section 3.8 of the Company Disclosure Letter. As used herein, "Material Adverse Effect” means any substantial, material and long term adverse effect on the business, properties, assets, operations, results of operations, condition (financial or otherwise) of the Company and its Subsidiaries, taken as a whole, or on the transactions contemplated hereby or on the Transaction Documents, other than any effect arising from or relating to (1) general economic conditions, (2) the industry in amount which the Company and/or its applicable Subsidiary operates in general, (3) the negotiation, execution, announcement, pendency or effect)performance of the transactions or the consummation of the transactions, including (A) the impact thereof on relationships, contractual or otherwise, with customers, suppliers, distributors or partners, and (B) any resulting shortfalls or declines in each case revenue, margins or profitability, (4) any declaration of war by or against, or an escalation of hostilities involving, or an act of terrorism against, any country where such party or its major sources of supply have material operations or where such party has sales, (5) changes in accordance with applicable laws or in generally accepted accounting principles or accounting standards, or changes in general legal, regulatory or political conditions, ("GAAP"6) consistently applied during any action taken by the periods involvedCompany or Corrigent as contemplated or permitted by the Security Documents or with the consent of the other parties to this Agreement; provided, except as may that, for the avoidance of doubt and notwithstanding anything to the contrary herein, a bankruptcy or liquidation event of the Company or Corrigent will be noted thereindeemed to constitute an event that has a Material Adverse Effect.

Company Reports; Financial Statements. (i) The Company has made available to Parent each registration statement, report, proxy statement or information statement prepared filed by it since December July 31, 1994 1997 and prior to the date hereof, including (i) the Company's Annual Report on Form 10-K for the fiscal year ended December July 31, 1996 (the "Audit Date")1998, and (ii) the Company's Quarterly Reports on Form 10-Q for the quarterly periods ended March October 31, 19971998, June 30and January 31, 1997 and September 30, 19971999, each in the form (including exhibits, annexes and any amendments thereto) filed with the Securities and Exchange Commission (the "SEC") (collectively, including amendments of any such reports filed subsequent to the date hereofas amended, the "Company ReportsCOMPANY REPORTS"). As of their respective dates, the Company Reports did not, and any Company Reports filed with the SEC subsequent to the date hereof will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. Each of the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) fairly presents, or will fairly present, presents the consolidated financial position of the Company and its Subsidiaries as of its date and each of the consolidated statements of income and of changes in financial position consolidated statements of cash flow included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents, or will fairly present, presents the results of operations, retained earnings and changes in financial position, as the case may be, of the Company and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to the absence of notes and normal year-end audit adjustments that will not be material in amount or effectadjustments), in each case in accordance with generally accepted accounting principles ("GAAP") GAAP consistently applied during the periods involved, except as may be noted therein. None of the Company Reports (in the case of Company Reports filed pursuant to the Securities Act), as of their effective dates, contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading and none of the Company Reports (in the case of Company Reports filed pursuant to the Exchange Act), as of their respective dates contains any statement which, at the time and in the light of the circumstances under which it was made, was false or misleading with respect to any material fact, or omits to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Since January 1, 1996, no Subsidiary of the Company has been required to file any forms, reports or other documents with the SEC.

Company Reports; Financial Statements. (i) The Company Borrower has made available delivered to Parent ------------------------------------- the Lender each registration statement, report, proxy statement report or information statement prepared by it since December 31, 1994 including (i) the Company's Annual Report on Form 10-K for the year ended December 31, 1996 1999 (the "Audit Date"), (collectively, the "Borrower ---------- -------- Reports"). The Borrower Reports include (i) the financial statements ------- for the Subsidiary, including a balance sheet dated December 31, 1999 and an income statement for the period from inception through December 31, 1999, as audited by Xxxxxx Xxxxxxxx together with an unaudited balance sheet of the Subsidiary, dated as of August 31, 2000, and an unaudited income statement for the Subsidiary for the eight months ended August 31, 2000 (collectively, the "Subsidiary Reports"), and (ii) certain ------------------ financial information concerning revenues, expenses, assets and liabilities of the Company's Quarterly Reports on Form 10-Q for Borrower, including unaudited consolidated and unconsolidated balance sheets of the periods ended March 31, 1997, Borrower as June 30, 1997 2000 and September unconsolidated and consolidated income statements of the Borrower for the six months ended June 30, 19972000, each in the form (including exhibits, annexes and any amendments thereto) filed with the Securities and Exchange Commission (the "SEC") (collectively, including any such reports filed subsequent to the date hereof, the "Company US Reports"). ---------- As of their respective dates, (or, if amended, as of the Company date of such amended) the Borrower Reports did not, and any Company Reports filed with the SEC subsequent to the date hereof will not, not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. The US Reports were not prepared in accordance with generally accepted accounting principles, but do provide disclosure of all material items of revenue and expense and all material assets and liabilities of the Borrower on an unconsolidated basis. Each of the consolidated balance sheets included in or incorporated by reference into the Company Subsidiary Reports (including the related notes and schedules) fairly presents, or will fairly present, the consolidated financial position of the Company and its Subsidiaries Subsidiary as of its date and each of the consolidated statements of income and of changes in financial position included in or incorporated by reference into the Company Subsidiary Reports (including any related notes and schedules) fairly presents, or will fairly present, the results of operations, retained earnings and changes in financial position, as the case may be, of the Company and its Subsidiaries Subsidiary for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that will not be material in amount or of effect), in each case in accordance with generally accepted accounting principles ("GAAP") in the People's Republic of China consistently applied during the periods involved, except as may be noted therein.

Company Reports; Financial Statements. (i) The Company has made available to Parent Purchaser each registration statement, schedule, report, proxy statement or information statement prepared by it since December 31, 1994 including 1995 (the "Audit Date"), including, without limitation, (i) the Company's Annual Report on Form 10-K for the year ended December 31, 1996 (the "Audit Date"), 1995 and (ii) the Company's Quarterly Reports on Form 10-Q for the periods ended March 31, 19971996, June 30, 1997 1996 and September 30, 1997, 1996 each in the form (including exhibits, annexes exhibits and any amendments thereto) filed with the Securities and Exchange Commission (the "SEC") (collectively, including any such reports subsequently filed subsequent to the date hereofreports, the "Company Reports"). As of their respective dates, the Company Reports did not, and any Company Reports filed with the SEC subsequent to the date hereof will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in under which they were made, not misleading. Each of the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedulesschedules and the consolidated balance sheets and schedules of PersonaCare, Inc. ("PersonaCare")) fairly presents, or will fairly present, presents the consolidated financial position of the Company and its Subsidiaries subsidiaries including, without limitation, PersonaCare as of its date and each of the consolidated statements of income and of changes in financial position included in or incorporated by reference into the Company Reports (including any related notes and schedules and including the statements of income and changes in financial position of PersonaCare and any related notes and schedules) fairly presents, or will fairly present, presents the results of operations, retained earnings and changes in financial position, as the case may be, of the Company and its Subsidiaries subsidiaries including, without limitation, PersonaCare for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that which will not be material in amount or effect), in each case in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved, except as may be noted therein. Other than the Company Reports, the Company has not filed any other definitive reports or statements with the SEC since December 31, 1995.

Company Reports; Financial Statements. (i) The Company has made available to Parent each registration statement, report, proxy statement or information statement prepared by it since December 31, 1994 1996, including (i) the Company's Annual Report Reports on Form 10-K for the year years ended December 31, 1996 (the "Audit Date")and December 31, 1997 and (ii) the Company's Quarterly Reports Report on Form 10-Q for the periods period ended March 31, 1997, June 30, 1997 and September 30, 19971998, each in the form (including exhibits, annexes and any amendments thereto) filed with the Securities and Exchange Commission (the "SEC") (collectively, including any such reports filed subsequent to the date hereof, the "Company Reports"). As of their respective dates, the Company Reports did not, and any Company Reports filed with the SEC subsequent to the date hereof will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleadingmis leading. Each of the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) fairly presentspresents in all material respects, or or, in the case of Company Reports filed with the SEC subsequent to the date hereof, will fairly presentpresent in all material respects, the consolidated financial position of the Company and its Subsidiaries as of its date and each of the consolidated statements of income and of changes in financial position included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presentspresents in all material respects, or or, in the case of Company Reports filed with the SEC subsequent to the date hereof, will fairly presentpresent in all material respects, the results of operations, retained earnings and changes in financial position, as the case may be, of the Company and its Subsidiaries on a consolidated basis for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved, except as may be noted therein.

Company Reports; Financial Statements. (i) The Company has made available to Parent each registration statement, report, proxy statement or information statement prepared filed by it with the SEC (collectively, including any amendments of any such reports, the "COMPANY REPORTS") pursuant to the Securities Act or the Exchange Act since December 31January 1, 1994 1998 and prior to the date hereof, including (i) the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1996 (the "Audit Date"), 1998 and (ii) the Company's Quarterly Reports on Form 10-10- Q for the quarterly periods ended March 31, 19971999, June 30, 1997 1999 and September 30, 19971999, each in the form filed with the SEC (including exhibits, annexes and any amendments thereto) filed with the Securities and Exchange Commission (the "SEC") (collectively, including any such reports filed subsequent to the date hereof, the "Company Reports"). As None of their respective dates, the Company Reports did not, and any (in the case of Company Reports filed with the SEC subsequent pursuant to the date hereof will notSecurities Act), contain as of their effective dates, contains any untrue statement of a material fact or omit omits to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading and none of the Company Reports (in the case of Company Reports filed pursuant to the Exchange Act) as of the respective dates first mailed to shareholders contains any statement which, at the time and in the light of the circumstances under which it was made, was false or misleading with respect to any material fact, or omits to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company and its Subsidiaries included in such Company Reports comply as to form in all material respects with the applicable rules and regulations of the SEC with respect thereto. Each of the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) fairly presentspresents fairly, or will fairly presentin all material respects, the consolidated financial position of the Company and its Subsidiaries as of its date and each of the consolidated statements of income and consolidated statements of changes in financial position cash flow included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents, or will fairly present, presents in all material respects the results of operations, retained earnings and changes in financial position, as the case may be, of the Company and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to the absence of notes and normal year-end audit adjustments that will not be material in amount or effectadjustments), in each case in accordance with generally accepted accounting principles ("GAAP") GAAP consistently applied during the periods involved, except as may be noted therein. Since December 31, 1999 (the "AUDIT DATE") and through the date hereof, neither the Company nor any of its Subsidiaries has incurred any liabilities or obligations (whether absolute, accrued, fixed, contingent or otherwise and whether due or to become due) of any nature, except liabilities or obligations which (i) were reflected on the audited balance sheet of the Company and its Subsidiaries as of December 31, 1999 (including the notes thereto), (ii) were incurred in the ordinary course of business, consistent with past practices after December 31, 1999, (iii) are disclosed in the Company Reports filed after December 31, 1999, (iv) would not be reasonably likely to, either individually or in the aggregate, have a Company Material Adverse Effect, (v) were incurred in connection with the transactions contemplated by this Agreement or (vi) have been satisfied prior to the date hereof.

Company Reports; Financial Statements. (ia) The Company has made available filed or furnished, as applicable, on a timely basis all forms, statements, certifications, reports and documents required to Parent each registration statement, report, proxy statement be filed or information statement prepared furnished by it with the SEC pursuant to the Exchange Act or the Securities Act since 31 December 31, 1994 including (i) the Company's Annual Report on Form 10-K for the year ended December 31, 1996 2010 (the "Audit “Applicable Date")”) (the forms, statements, reports and (ii) documents filed or furnished since the Company's Quarterly Reports on Form 10-Q for the periods ended March 31Applicable Date, 1997, June 30, 1997 and September 30, 1997, each in the form (including exhibits, annexes and any amendments thereto) filed with , the Securities and Exchange Commission (“Company Reports”). Each of the "SEC") (collectivelyCompany Reports, including any such reports filed at the time of its filing or being furnished, or if amended or superseded by a subsequent filing prior to the date hereof, as of the "date of such amendment or superseding filing, complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Sxxxxxxx-Xxxxx Act of 2002 (the “Sxxxxxxx-Xxxxx Act”), and any rules and regulations promulgated thereunder applicable to the Company Reports"). As of their respective filing dates, the Company Reports did not, and any Company Reports filed with the SEC subsequent to the date hereof will not, not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading, except to the extent that the information in such Company Report has been amended or superseded by a later Company Report filed prior to the date hereof. Each of the consolidated balance sheets included in or incorporated by reference into principal executive officer and the Company Reports (including the related notes and schedules) fairly presents, or will fairly present, the consolidated principal financial position officer of the Company and its Subsidiaries as of its date (or each former principal executive officer and each former principal financial officer of the consolidated statements Company, as applicable) has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of income and of changes in financial position included in or incorporated by reference into the Sxxxxxxx-Xxxxx Act with respect to the Company Reports (including any related notes and schedules) fairly presentsReports, or will fairly presentand, to the knowledge of the Company, the results statements contained in such certifications are true and accurate in all material respects. For purposes of operationsthis clause 1.4, retained earnings “principal executive officer” and changes in “principal financial position, as officer” shall have the case may be, of the Company and its Subsidiaries for the periods set forth therein (subject, meanings given to such terms in the case of unaudited statements, to notes and normal yearSxxxxxxx-end audit adjustments that will not be material in amount or effect), in each case in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved, except as may be noted thereinXxxxx Act.

Company Reports; Financial Statements. (i) The Company has made available filed or furnished, as applicable, on a timely basis all forms, statements, certifications, reports, schedules and documents (including exhibits and other information incorporation therein) required to Parent each registration statement, report, proxy statement be filed or information statement prepared furnished by it with the SEC pursuant to the Exchange Act or the Securities Act since December 3127, 1994 including (i) the Company's Annual Report on Form 10-K for the year ended December 31, 1996 2015 (the "Audit “Applicable Date"), and (ii”) the Company's Quarterly Reports on Form 10-Q for the periods ended March 31, 1997, June 30, 1997 and September 30, 1997, each in the form (including exhibits, annexes and any amendments thereto) filed with the Securities and Exchange Commission (the "SEC") (collectivelyforms, including any such statements, reports and documents filed or furnished since the Applicable Date and those filed or furnished subsequent to the date hereofof this Agreement, including any amendments thereto, the "“Company Reports"”). Each of the Company Reports, at the time of its filing or being furnished (or in the case of a registration statement under the Securities Act, at the time such registration statement was declared effective by the SEC) complied, or if not yet filed or furnished, will when so filed or furnished comply, in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), and any rules and regulations promulgated thereunder applicable to the Company Reports. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to any Company Reports and none of the Company Reports (other than confidential treatment requests) is the subject of ongoing SEC review. There are no internal investigations, any SEC inquiries or investigations or other governmental inquiries or investigations pending or, to the Knowledge of the Company, threatened, in each case regarding any accounting practices of the Company (other than any such investigations or inquiries beginning or initiated after the date of this Agreement, that would not, individually or in the aggregate, reasonably be expected to materially and adversely affect the Company and its Subsidiaries taken as a whole). As of their respective datesdates (or, if amended prior to the date of this Agreement, as of the date of such amendment), the Company Reports did not, and any none of the Company Reports filed with or furnished to the SEC subsequent to the date hereof of this Agreement will notwhen so filed or furnished, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. Each The Company is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) fairly presents, or will fairly present, the consolidated financial position of the Company and its Subsidiaries as of its date and each of the consolidated statements of income and of changes in financial position included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents, or will fairly present, the results of operations, retained earnings and changes in financial position, as the case may be, of the Company and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved, except as may be noted thereinNYSE.

Company Reports; Financial Statements. (i) The Company has made available to Parent each registration statement, report, proxy statement or information statement prepared by it since December 31, 1994 2003 (the “Audit Date”) and filed with the SEC, including (i) the Company's ’s Annual Report on Form 10-K for the year ended December 31, 1996 (the "Audit Date"), 2003 and (ii) the Company's ’s Quarterly Reports on Form 10-Q for the quarterly periods ended ending March 31, 1997, June 30, 1997 30 and September 30, 19972004, each in the form (including exhibits, annexes and any amendments thereto) filed with the Securities SEC. The Company has filed or furnished all forms, statements, reports and Exchange Commission documents required to be filed or furnished by it with the SEC pursuant to applicable securities statutes, regulations, policies and rules since the Audit Date (the "SEC") (collectivelyforms, including any such statements, reports and documents filed or furnished with the SEC since the Audit Date and those filed or furnished with the SEC subsequent to the date hereofof this Agreement, if any, including any amendments thereto, the "“Company Reports"”). Each of the Company Reports, at the time of its filing, complied or will comply in all material respects with the applicable requirements of the Exchange Act and the rules and regulations thereunder and complied in all material respects with the then applicable accounting standards. As of their respective datesdates (or, if amended, as of the date of such amendment), the Company Reports did not, and any Company Reports filed with the SEC subsequent to the date hereof will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. Each The Company Reports included or will include all certificates required to be included therein pursuant to Sections 302 and 906 of the consolidated balance sheets included in or incorporated by reference into Sxxxxxxx-Xxxxx Act of 2002, as amended (the Company Reports (including “SOX Act”), and the related notes internal control report and schedules) fairly presents, or will fairly present, the consolidated financial position attestation of the Company and its Subsidiaries as of its date and each Company’s outside auditors required by Section 404 of the consolidated statements of income and of changes in financial position included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents, or will fairly present, the results of operations, retained earnings and changes in financial position, as the case may be, of the Company and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved, except as may be noted thereinSOX Act.

Company Reports; Financial Statements. (i) The Company has made available to the Parent each registration statement, report, form, proxy statement or information statement prepared or other document filed or furnished by it the Company or any of its Subsidiaries with or to the SEC since December July 31, 1994 2005 (the “Company Audit Date”), including (i) the Company's ’s Annual Report on Form 10-K for the year ended December July 31, 1996 (the "Audit Date"), 2005 and (ii) the Company's ’s Quarterly Reports on Form 10-Q for the periods period ended March October 31, 1997, June 30, 1997 and September 30, 19972005, each in the form (including exhibits, annexes and any amendments thereto) filed with the Securities and Exchange Commission SEC (the "SEC") (collectivelycollectively with each other, including any such reports registration statements, reports, forms, proxy or information statements or other documents so filed or furnished subsequent to the date hereofof this Agreement and any amendments to any of the foregoing, the "“Company Reports"”). The Company and its Subsidiaries have filed or furnished, as applicable, with or to the SEC all registration statements, reports, forms, proxy or information statements and other documents required to be so filed or furnished by them pursuant to applicable securities statutes, regulations, policies and rules since the Company Audit Date. Each of the Company Reports, at the time first filed with or furnished to the SEC, complied or will comply (as applicable) in all material respects with the applicable requirements of the Securities Act and Exchange Act and the rules and regulations thereunder and complied in all material respects with the then applicable accounting standards. As of their respective dates, the Company Reports did not, and any Company Reports filed with the SEC subsequent to the date hereof of this Agreement will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. Each The Company Reports included or will include all certificates required to be included therein pursuant to Sections 302 and 906 of the consolidated balance sheets included in or incorporated by reference into Xxxxxxxx-Xxxxx Act of 2002, as amended (the Company Reports (including “SOX Act”), and, to the related notes and schedules) fairly presents, or will fairly presentextent applicable, the consolidated financial position internal control report and attestation of the Company and its Subsidiaries as of its date and each Company’s outside auditors required by Section 404 of the consolidated statements of income and of changes in financial position included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents, or will fairly present, the results of operations, retained earnings and changes in financial position, as the case may be, of the Company and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved, except as may be noted thereinSOX Act.

Company Reports; Financial Statements. (i) The Company has made available to Parent each registration statementfiled or furnished, reportas applicable, proxy statement or information statement prepared by it since December 31, 1994 including (iA) the Company's Annual Report its annual report on Form 10-K for the year fiscal years ended December 31, 1996 2012 and 2011, (the "Audit Date"), and (iiB) the Company's Quarterly Reports its quarterly reports on Form 10-Q for the periods its fiscal quarters ended March after December 31, 19972012, June 30(C) its proxy or information statements relating to meetings of, 1997 or actions taking without a meeting by, the shareholders of the Company held since December 31, 2012, and September 30(D) all other forms, 1997reports, each in the form (including exhibitsschedules, annexes and any amendments thereto) other statements required to be filed or furnished by it with the SEC under the Exchange Act or the Securities and Exchange Commission Act since January 1, 2013 (the "SEC"“Applicable Date”) (clauses (A) through (D) collectively, including any such reports filed subsequent to the date hereof, the "“Company Reports"”). As of their its respective datesdate, and, if amended, as of the date of the last such amendment, each Company Report complied in all material respects with the applicable requirements of the Securities Act, the Company Reports did notExchange Act and the Xxxxxxxx-Xxxxx Act of 2002 (“SOX”), and any Company Reports filed with the SEC subsequent rules and regulations promulgated thereunder applicable to the Company Report. As of its respective date, and, if amended, as of the date hereof will notof the last such amendment, contain no Company Report contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. Each As of the consolidated balance sheets included in date hereof, there are no outstanding or incorporated unresolved comments from any comment letters received by reference into the Company from the SEC relating to reports, statements, schedules, registration statements or other filings made by the Company with the SEC. The Company has made available to Parent true and complete copies of all written comment letters from the staff of the SEC received since January 1, 2010 through the date of this Agreement relating to the Company Reports (including the related notes and schedules) fairly presents, or will fairly present, the consolidated financial position all written responses of the Company thereto through the date of this Agreement, other than those letters publicly available on the SEC’s Electronic Data Gathering, Analysis, and its Subsidiaries as of its date and each of the consolidated statements of income and of changes in financial position included in or incorporated by reference into the Company Reports Retrieval system (including any related notes and schedules) fairly presents, or will fairly present, the results of operations, retained earnings and changes in financial position, as the case may be, of the Company and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that will not be material in amount or effect“XXXXX”), in each case in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved, except as may be noted therein.

Company Reports; Financial Statements. (ia) The Company has made available furnished or filed all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to Parent each registration statementbe furnished or filed by the Company with the SEC since January 1, report2014 (such documents, proxy statement or together will all exhibits, financial statements, including the Company Financial Statements, and schedules thereto and all information statement prepared incorporated therein by it since December 31reference, 1994 including but excluding the Proxy Statement, being collectively referred to as the “Company Reports”). Each Company Report (i) at the Company's Annual Report on Form 10time furnished or filed, complied in all material respects with the applicable requirements of the Exchange Act, the Securities Act or the Xxxxxxxx-K for Xxxxx Act of 2002 (including the year ended December 31, 1996 (the "Audit Date"rules and regulations promulgated thereunder), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company Report and (ii) did not at the Company's Quarterly Reports on Form 10-Q for the periods ended March 31, 1997, June 30, 1997 and September 30, 1997, each in the form time it was filed (including exhibits, annexes and any amendments thereto) filed with the Securities and Exchange Commission (the "SEC") (collectively, including any such reports filed subsequent or if amended or superseded by a filing or amendment prior to the date hereofof this Agreement, then at the "Company Reports"). As time of their respective dates, the Company Reports did not, and any Company Reports filed with the SEC subsequent to the date hereof will not, such filing or amendment) 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 in under which they were made, not misleading. Each of the consolidated balance sheets financial statements of the Company included in or incorporated by reference into the Company Reports (including the related “Company Financial Statements”) complied at the time it was filed as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was prepared in accordance with United States generally accepted accounting principles (“GAAP”) (except, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods and as of the dates involved (except as may be indicated in the notes thereto) and schedules) fairly presentspresent in all material respects, or will fairly presentin accordance with GAAP, the consolidated financial position of the Company and its the Company’s consolidated Subsidiaries as of its date the dates thereof and each of the consolidated statements of income and of changes in financial position included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents, or will fairly present, the results of operations, retained earnings their operations and changes in financial position, as the case may be, of the Company and its Subsidiaries cash flows for the periods set forth therein shown (subject, in the case of unaudited quarterly financial statements, to notes and normal year-end audit adjustments that will not be material in amount or effectadjustments), in each case in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved, except as may be noted therein.

Company Reports; Financial Statements. (iSECTION 5.1(e) The of the Company has made available to Parent each registration statementDisclosure Letter contains true and accurate copies of the reviewed balance sheet and related statements of operations, report, proxy statement or information statement prepared by it since December 31, 1994 including (i) the Company's Annual Report on Form 10-K changes in shareholders equity and cash flows of Meritus and its Subsidiaries for the year ended December 31fiscal years 1994-1998, 1996 (the "Audit Date"), and (ii) the Company's Quarterly Reports on Form 10-Q together with internal monthly financial statements for the periods ended March 31, 1997, June 30, 1997 and September 30, 1997, each in the form (including exhibits, annexes and any amendments thereto) filed with the Securities and Exchange Commission (the "SEC") period January-July 1999 (collectively, including any such reports filed subsequent to and along with the date hereofAudited Statements, as defined in Section 6.19 below, the "Company ReportsCOMPANY REPORTS"). As of their respective datesdates and except as set forth in Section 5.1(e) of the Company Disclosure Letter, the Company Reports did not, and any Company Reports filed with the SEC provided by Meritus to DSI subsequent to the date hereof will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, therein not misleading. Each of the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) fairly presents, or will fairly present, in all material respects, the consolidated financial position of the Company Meritus and its Subsidiaries as of its date and each of the consolidated statements of income income, stockholders' equity and of changes in financial position cash flows included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents, or will fairly present, the results of consolidated operations, retained earnings stockholders' equity and changes in financial positioncash flows, as the case may be, of the Company Meritus and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that will not be material in amount or effect), in each case case, except as set forth in Section 5.1(e) of the Company Disclosure Letter, in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved, except as may be noted therein.

Company Reports; Financial Statements. (ia) The Each of the Company and its Subsidiaries has made available each of its annual reports and proxy statements delivered to Parent each registration statement, report, proxy statement or information statement prepared by it its Members since December 31, 1994 including (i) the Company's Annual Report on Form 10-K for the year ended December 31, 1996 (the "Audit Date"), and (ii) the Company's Quarterly Reports on Form 10-Q for the periods ended March 31, 1997, June 30, 1997 and September 30, 1997, each in the form (including exhibits, annexes and any amendments thereto) filed with the Securities and Exchange Commission (the "SEC") 2004 (collectively, including the “Company Reports”). Neither the Company nor any such reports filed subsequent of its Subsidiaries has received, or knows of, any comments or inquiries from the SEC relating to any Company Report that, individually or in the aggregate, have had or are reasonably expected to have a Company Material Adverse Effect. As of their respective dates (or if amended prior to the date hereof, as of the "Company Reports"date of such amendment). As of their respective dates, the Company Reports did not, and any Company Reports filed with the SEC subsequent to the date hereof will not, not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. The Company has delivered to Parent true and complete copies of the audited consolidated financial statements of the Company for the fiscal years ended December 31, 2004, December 31, 2005 and December 31, 2006 and the consolidated unaudited financial statements as of September 30, 2007 (together the “Company Financial Statements”). Each of the consolidated balance sheets included in or incorporated by reference into the Company Reports Financial Statements (including the related notes and schedules) fairly presents, or will fairly present, presents the consolidated financial position of the Company and its Subsidiaries as of its date and each of the consolidated statements of income income, retained earnings, and cash flows and of changes in financial position included in or incorporated by reference into the Company Reports Financial Statements (including any related notes and schedules) fairly presents, or will fairly present, presents the results of operations, retained earnings earnings, members’ equity, cash flows and changes in financial position, as the case may be, of the Company and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that will not be material in amount or effect)therein, in each case in accordance conformity with generally accepted accounting principles ("GAAP") GAAP consistently applied during the periods involved, except as may be noted therein.

Company Reports; Financial Statements. (i) The Company has made available to Parent each registration statement, report, proxy statement or information statement prepared by it since December 31, 1994 including (i) the Company's Annual Report on Form 10-K for the year ended December 31, 1996 (the "Audit Date"), and (ii) the Company's Quarterly Reports on Form 10-Q for the periods ended After March 31, 19972024, June 30the Company has filed all reports, 1997 schedules, forms, statements and September 30other documents required to be filed by the Company pursuant, 1997as applicable, each in the form to (including exhibits, annexes and any amendments theretoa) filed with rules applicable to OTCQB traded securities or (b) under the Securities Act and the Exchange Commission Act, including pursuant to Section 13(a) or 15(d) thereof (the "SEC") (collectively, including any such reports foregoing materials filed subsequent prior to the date hereof, including the "exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “Company Reports")”) on a timely basis or has qualified for a valid extension of such time of filing and has filed any such Company Reports prior to the expiration of any such extension. As of their respective dates, the Company Reports did notcomplied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and any none of the Company Reports filed with the SEC subsequent to the date hereof will notReports, contain when filed, contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances in under which they were made, not misleading. Each The Company is not currently, and has not been within the past three (3) years, an issuer subject to paragraph (i) of Rule 144. The financial statements of the consolidated balance sheets Company included in or incorporated by reference into the Company Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with Generally Accepted Accounting Principles as issued by the Financial Accounting Standards Board applied on a consistent basis during the periods involved (including “GAAP”), except as may be otherwise specified in such financial statements or the related notes thereto and schedules) except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly presents, or will fairly present, present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of its date and each of for the consolidated statements of income dates thereof and of changes in financial position included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents, or will fairly present, the results of operations, retained earnings operations and changes in financial position, as the case may be, of the Company and its Subsidiaries cash flows for the periods set forth therein (then ended, subject, in the case of unaudited statements, to notes and normal normal, immaterial, year-end audit adjustments that will not be material in amount or effect), in each case in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved, except as may be noted thereinadjustments.

Company Reports; Financial Statements. (i) The Company has made available delivered to Parent each registration statement, report, proxy statement or information statement prepared by it since December 31, 1994 1996 (the "Audit Date") and filed with a Governmental Entity, including (i) the Company's Annual Report on Form 10-K for the year ended December 31, 1996 (the "Audit Date"), and (ii) the Company's Quarterly Reports on Form 10-Q for the periods ended March 31, 1997, and June 30, 1997 and September 30, 1997, each in the form (including exhibits, annexes and any amendments thereto) filed with the Securities and Exchange Commission (the "SEC") (collectively, including any such reports filed subsequent to the date hereof, the "Company Reports"). As of their respective dates, the Company Reports did not, and any Company Reports filed with the SEC subsequent to the date hereof will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. Each of the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) fairly presents, or will fairly present, in all material respects, the consolidated financial position of the Company and its Subsidiaries as of its date and each of the consolidated statements of income and of changes in financial position included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents, or will fairly present, in all material respects, the results of operations, retained earnings and changes in financial position, as the case may be, of the Company and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved, except as may be noted therein.accordance

Company Reports; Financial Statements. (i) The Company has made available to Parent Purchaser each registration statement, schedule, report, proxy statement or information statement prepared by it since December 31, 1994 including 1995 ("Audit Date"), including, without limitation, (i) the Company's Annual Report on Form 10-K for the year ended December 31, 1996 (the "Audit Date"), 1995 and (ii) the Company's Quarterly Reports on Form 10-Q for the periods ended March 31, 1997, 1996 and June 30, 1997 and September 30, 19971996, each in the form (including exhibits, annexes exhibits and any amendments thereto) filed with the Securities and Exchange Commission (the "SEC") SEC (collectively, including any such reports filed subsequent to the date hereof, the "Company Reports"). As To the best knowledge of the Company, as of their respective dates, the Company Reports did not, and any Company Reports filed with the SEC subsequent to the date hereof will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. Each To the best knowledge of the Company, each of the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) fairly presents, or will fairly present, presents the consolidated financial position of the Company and its Subsidiaries subsidiaries as of its date and each of the consolidated 103 statements of income and of changes in financial position included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents, or will fairly present, presents the results of operations, retained earnings and changes in financial position, as the case may be, of the Company and its Subsidiaries subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that which will not be material in amount or effect), in each case in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved, except as may be noted therein. Other than the Company Reports and the Company's proxy statement filed in connection with its 1996 annual meeting of stockholders, the Company has not filed any other definitive reports or statements with the SEC since the Audit Date.

Company Reports; Financial Statements. (i) The Company has made available delivered to Parent each registration statement, report, proxy statement or consent or information statement prepared by it since December March 31, 1994 2000 (the "Audit Date"), including (iA) the Company's Annual Report on Form 10-K for the year ended December March 31, 1996 (the "Audit Date")2000, and (iiB) the Company's Quarterly Reports on Form 10-Q for the periods ended March December 31, 1997, June 30, 1997 and September 30, 19972000, each in the form (including exhibits, annexes and any amendments thereto) filed with the Securities and Exchange Commission (the "SEC") (collectively, including any such reports filed subsequent to the date hereofhereof and as amended, the "Company Reports"). As of their respective dates, (or, if amended, as of the date of such amendment) the Company Reports did not, and any Company Reports filed with the SEC subsequent to the date hereof will 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 made therein, in light of the circumstances in which they were made, not misleading. Each of the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) fairly presents, or (in the case of Company Reports filed after the date of this Agreement) will fairly present, the consolidated financial position of the Company and its Subsidiaries as of its date and each of the consolidated statements of income earnings, retained earnings and comprehensive earnings and consolidated statements of cash flows and of changes in financial position included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents, or (in the case of Company Reports filed after the date of this Agreement) will fairly present, the results of operations, retained earnings and changes in financial position, as the case may be, of the Company and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved, except as may be noted therein.

Company Reports; Financial Statements. (ia) The Except as set forth on Schedule 3.07(a) hereto, the Company has made available (including by filing publicly by XXXXX with the SEC) to Parent each registration statement, report, proxy statement or information statement prepared by it since December 31, 1994 including the Investor a true and complete copy of (i) the Company's Annual Report on Form 10-K of each of the Company and, if applicable, US Airways for each of the year fiscal years ended December 31, 1996 (the "Audit Date")2001, 2000, 1999, 1998 and 1997; (ii) the Company's Quarterly Reports Report on Form 10-Q of each of the Company and US Airways for each of the periods ended March 31, 1997, 2002 and June 30, 2002; and (iii) each registration statement, report on Form 8-K, proxy statement, information statement or other report or statement required to be filed by the Company or US Airways with the SEC since December 31, 1997 and September 30prior to the date hereof, 1997in each case, each in the form (including exhibits, annexes exhibits and any amendments thereto) filed with the Securities and Exchange Commission (the "SEC") SEC (collectively, including any such reports filed subsequent to the date hereof, the "Company SEC Reports"). As of their respective dates, the Company SEC Reports did not, and any Company Reports (i) were timely filed with the SEC subsequent to SEC; (ii) complied, in all material respects, with the date hereof will not, applicable requirements of the Exchange Act and the Securities Act; (iii) 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 in under which they were made, not misleading. Each of the consolidated balance sheets included in or incorporated by reference into the Company Reports ; and (including the related notes and schedulesiv) fairly presents, or will fairly present, the consolidated financial position of the Company and its Subsidiaries as of its date and each of the consolidated statements of income and of changes in financial position included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents, or will fairly present, the results of operations, retained earnings and changes in financial position, as the case may be, of the Company and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that will not be material in amount or effect)presented fairly, in each case in accordance with generally accepted accounting principles ("GAAP") consistently GAAP applied during on a consistent basis throughout the periods involved, covered (except as may be noted stated therein or in the notes thereto), the financial position and results of operations of the entity to which such report applies as of the date and for the period set forth therein. Other than the SEC Reports, neither the Company nor US Airways has filed or been required to file any other reports or statements with the SEC since December 31, 1997.

Company Reports; Financial Statements. (i) The Company Seller has made available to Parent the Buyer each registration statement, report, proxy statement or information statement prepared by it since December 31, 1994 1998 (the "Audit Date"), including (i) the Company's Annual Report on Form 10-K for the year ended December 31, 1996 (the "Audit Date")1998, and (ii) the Company's Quarterly Reports Report on Form 108-Q for the periods ended K dated March 3118, 1997, June 30, 1997 and September 30, 19971999, each in the form (including exhibits, annexes and any amendments thereto) filed with the Securities and Exchange Commission (the "SEC") SEC (collectively, including any such reports filed subsequent to the date hereofhereof and any amended reports, the "Company Reports"). As of their respective datesdates (or, if amended, as of the date of such amendment), insofar as the Company Reports relate to the Purchased Assets, the Company Reports did not, and any Company Reports filed with the SEC subsequent to the date hereof will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. Each With respect to the financial information relating to the Purchased Assets, each of the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the any related notes and schedules) fairly presents, or will fairly present, the consolidated financial position of the Company and its Subsidiaries subsidiaries as of its date and each of the consolidated statements of income and of changes in financial position included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents, or will fairly present, the results of operations, retained earnings and changes in financial position, as the case may be, of the Company and its Subsidiaries subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved, except as may be noted therein.

Company Reports; Financial Statements. (i) The Company has made available to Parent each registration statement, report, proxy statement or information statement prepared filed with the SEC by it since December 31June 30, 1994 1996 (the "Audit Date"), including (i) the Company's Annual Report on Form 10-K for the year ended December 31June 30, 1996 (the "Audit Date"), and (ii) the Company's Quarterly Reports on Form Company 10-Q for the periods ended March 31, 1997, June 30, 1997 and September 30, 1997, each K") in the form (including exhibits, annexes and any amendments thereto) filed with the Securities and Exchange Commission (the "SEC") SEC (collectively, including any such reports filed subsequent to the date hereof, the "Company Reports"). As of their respective dates, the Company Reports complied, and any Company Reports filed with the SEC after the date hereof will comply, as to form in all material respects with the applicable requirements of the Exchange Act and the Securities Act of 1933, as amended (the "Securities Act"), and the Company Reports did not, and any Company Reports filed with the SEC subsequent to after the date hereof will not, at the time of their filing, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. Each of the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) fairly presents, or will fairly present, the consolidated financial position of the Company and its Subsidiaries as of its date and each of the consolidated statements of income and of changes in financial position included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents, or will fairly present, the results of operations, retained earnings and changes in financial position, as the case may be, of the Company and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with United States generally accepted accounting principles ("GAAP") consistently applied during the periods involved, except as may be noted therein.. The Company has heretofore made available or promptly will make available to Parent a complete and correct copy of all amendments or modifications which are required to be filed with the SEC but have not yet been filed with the SEC to the Company Reports, agreements, documents or other instruments which previously had been filed by the Company with the SEC pursuant to the Exchange Act. For purposes of this Agreement, "Balance Sheet" means the consolidated balance sheet of the Company as of June 30, 1996 set forth in the Company 10-K. Except as set forth in Company Reports filed with the SEC prior to the date hereof or as incurred in the ordinary course of business since the date of the most recent financial statements included in the Company Reports, neither the Company nor any of its subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which would 9 15 be required under GAAP to be set forth on a consolidated balance sheet of the Company and its subsidiaries taken as a whole and which individually or in the aggregate would have a Company Material Adverse Effect. (f)

Company Reports; Financial Statements. (i) The Company and, to the extent applicable, each of its then or current Subsidiaries has made available all filings required to Parent each registration statement, report, proxy statement or information statement prepared be made by it with the SEC since December 31, 1994 including (i) the Company's Annual Report on Form 10-K for the year ended December 3116, 1996 (the "Audit Date"), and (ii) the Company's Quarterly Reports on Form 10-Q for the periods ended March 31, 1997, June 30, 1997 and September 30, 1997, each in the form (including exhibits, annexes and any amendments thereto) filed with the Securities and Exchange Commission (the "SEC") (collectively, including any such reports filed subsequent to the date hereof, the "Company Reports"). As of their respective dates, the Company Reports complied in all material respects with the requirements of applicable statutes and regulations and did not, and any Company Reports filed with the SEC subsequent prior to the date hereof Sale will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. Each of the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) fairly presentspresents fairly, or will fairly presentpresent fairly, the consolidated financial position of the Company and its Subsidiaries as of its date and each of the consolidated statements of income and of changes in financial position included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presentspresents fairly, or will fairly presentpresent fairly, the results of operations, retained earnings and changes in financial position, as the case may be, of the Company and its Subsidiaries for the periods set forth therein (except as otherwise noted therein and subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved, except, in the case of unaudited financial statements, as permitted by SEC Form 10-Q, and except as may be noted therein. The Company has not, on or prior to the date hereof, filed any other definitive reports or statements with the SEC since March 23, 2000.

Company Reports; Financial Statements. (i) The Company has made available to Parent each registration statement, report, proxy statement or information statement prepared filed by it since December 31November 30, 1994 1998 (the "Audit Date") and prior to the date hereof, including (i) the Company's Annual Report on Form 10-K for the fiscal year ended December 31November 30, 1996 (the "Audit Date")1998, and (ii) the Company's Quarterly Reports on Form 10-Q for the quarterly periods ended March February 28, 1999, and May 31, 19971999, June 30and August 31, 1997 and September 30, 19971999, each in the form (including exhibits, annexes and any amendments thereto) filed with the Securities and Exchange Commission (the "SEC") (collectively, including amendments of any such reports filed subsequent to the date hereofas amended, the "Company Reports"). As of their respective dates, (i) the Company Reports did notcomplied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the rules and regulations thereunder, and any (ii) none of the Company SEC Reports filed with the SEC subsequent to the date hereof will 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 to make the statements made therein, in the light of the circumstances in under which they were made, not misleading. The consolidated financial statements (including any notes and related schedules) of the Company included in the Company 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 generally accepted accounting principles applied on a consistent basis 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). Each of the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) fairly presents, or will fairly present, presents the consolidated financial position of the Company and its Subsidiaries as of its date and each of the consolidated statements of income and of changes in financial position consolidated statements of cash flow included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents, or will fairly present, presents the results of operations, retained earnings operations and changes in financial positioncash flows, as the case may be, of the Company and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to the absence of notes and normal year-end audit adjustments that will not be material in amount or effectadjustments), in each case in accordance with generally accepted accounting principles ("GAAP") GAAP consistently applied during the periods involved, except as may be noted therein. The Company has no liabilities or obligations (whether absolute, accrued, fixed, contingent, liquidated, unliquidated or otherwise) of any nature, except liabilities, obligations or contingencies (a) which are reflected on the audited balance sheet of the Company as at November 30, 1998 (the "Audit Date") (including the notes thereto), or (b) which (i) individually or in the aggregate, would not have a Company Material Adverse Effect, or (ii) are disclosed or reflected in the Company SEC Reports filed after the Audit Date and prior to the date of this Agreement. The reserves established by the Company in the Company's consolidated balance sheet as of November 30, 1998 (the "1998 Balance Sheet") are, in the Company's good faith judgement, adequate to fund the liabilities covered thereby. Since January 1, 1996, the Company has timely filed with the SEC all forms, reports and other documents required to be filed prior to the date hereof pursuant to the Securities Act, the Exchange Act or the rules and regulations thereunder. This paragraph is qualified in its entirety by those exceptions that would not have a Company Material Adverse Effect or prevent, materially delay or materially impair the ability of the Company to consummate the transactions contemplated by this Agreement.

Company Reports; Financial Statements. (i) The Company has made available to Parent filed with the Commission each registration statement, report, proxy statement or information statement prepared required to be filed by it since December 31, 1994 (the "Audit Date"), including (i) the Company's Annual Report on Form 10-K for the year ended December 31, 1996 (the "Audit Date"), 1994 and (ii) the 16 Company's Quarterly Reports on Form 10-Q for the periods ended March 31, 19971995, June 30, 1997 1995, and September 30, 19971995, each in the form (including exhibits, annexes and any amendments thereto) filed with the Securities and Exchange Commission (the "SEC") (collectively, including any such reports filed subsequent to the date hereof, the "Company Reports"). As of their respective dates, the Company Reports did not, and any Company Reports filed with the SEC Commission subsequent to the date hereof will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleadingmis- leading. Except as disclosed in Section 6.1(e) of the Company Disclosure Letter, neither the Company nor any of its Subsidiaries, nor any of their respective assets, businesses, or operations, is as of the date of this Agreement a party to, or is bound or affected by, or receives benefits under any contract or agreement or amendment thereto, that in each case would be required to be filed as an exhibit to a Form 10-K as of the date of this Agreement that has not been filed as an exhibit to a Company Report filed prior to the date of this Agreement. As of their respective dates, the consolidated financial statements included in the Company Reports complied as to form in all material respects with then applicable accounting requirements and the published rules and regulations of the Commission with respect thereto. Each of the consolidated balance sheets included in or incorporated by reference into the Company Reports (including includ- ing the related notes and schedules) fairly presents, or will fairly present, presents the consolidated financial position of the Company and its Subsidiaries as of its date and each of the consolidated statements of income and of changes in financial position cash flows included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents, or will fairly present, presents the results of operations, retained earnings operations and changes in financial positioncash flows, as the case may be, of the Company and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to the absence of notes and normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with U.S. generally accepted accounting principles ("GAAP") consistently applied during the periods involved, except as may be noted therein.

Company Reports; Financial Statements. (i) The Company has delivered or made available to Parent CIENA each registration statement, report, proxy statement or information statement prepared by it since December 31, 1994 2000 (the “Company Audit Date”), including (ia) the Company's ’s Annual Report on Form 10-K for the year ended December 31, 1996 2000 (the "Audit Date"), and (iib) the Company's ’s Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 1997, June 30, 1997 30 and September 30, 19972001 and (c) the Company’s definitive Proxy Statement for its 2001 Annual Meeting of Stockholders, each in the form (including exhibits, annexes and any amendments thereto) filed with the Securities and Exchange Commission (the "“SEC"”) on or prior to the date hereof (collectively, including the “Company Reports”). As of their respective dates the Company Reports complied, and any such reports Company reports, registration statements, proxy or information statements filed with the SEC subsequent to the date hereof, hereof (the "“ Subsequent Company Reports")”) will comply, as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as applicable, and the rules and regulations of the SEC. As of their respective dates, the Company Reports did not, and any Subsequent Company Reports filed with the SEC subsequent to the date hereof will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances in under which they were made, not misleading. Each of the consolidated balance sheets included in or incorporated by reference into the Company Reports and Subsequent Company Reports (including the related notes and schedules) fairly presents, or will fairly present, in all material respects, the consolidated financial position of the Company and its Subsidiaries as of its date and each of the consolidated statements of income and of changes in financial position included in or incorporated by reference into the Company Reports and Subsequent Company Reports (including any related notes and schedules) fairly presents, or will fairly present, in all material respects, the consolidated results of operations, retained earnings and changes in financial position, as the case may be, of the Company and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that will not be material in amount or effectadjustments), in each case in accordance with generally accepted accounting principles ("“GAAP"”) consistently applied during the periods involved, except as may be noted therein.

Company Reports; Financial Statements. (i) The Except as set forth in Section 5.1(e)(i) of the Company has made available to Parent each registration statement, report, proxy statement or information statement prepared by it since December 31, 1994 including (i) the Company's Annual Report on Form 10-K for the year ended December 31, 1996 (the "Audit Date"), and (ii) the Company's Quarterly Reports on Form 10-Q for the periods ended March 31, 1997, June 30, 1997 and September 30, 1997Disclosure Letter, each in of the form Company and Oncor has filed or furnished, as applicable, on a timely basis, all forms, statements, certifications, reports and other documents (including exhibits, annexes financial statements and any amendments schedules thereto, and other information incorporated therein) required to be filed or furnished by it with the Securities and Exchange Commission (the "“SEC"”) pursuant to the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder, as amended (the “Exchange Act”) or the Securities Act of 1933 and the rules and regulations promulgated thereunder, as amended (the “Securities Act”) or any Contract governing any indebtedness of the Company or Oncor requiring such filings to be made since December 31, 2013 (the “Applicable Date”) (collectivelysuch forms, including any such statements, certifications, reports and documents filed or furnished since the Applicable Date and those filed or furnished subsequent to the date hereof, including any amendments thereto, the "“Company Reports"”). As Except as set forth in Section 5.1(e)(i) of the Company Disclosure Letter, each of the Company Reports, including any financial statements or schedules included therein, at the time of its filing or being furnished complied or, if not yet filed or furnished, will comply, in all material respects with the requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002, as amended, and the rules and regulations promulgated thereunder (the “Xxxxxxxx-Xxxxx Act”) applicable to the Company Reports. Except as set forth in Section 5.1(e)(i) of the Company Disclosure Letter, as of their respective datesdates (or, if amended prior to, or after, the date hereof, as of the date of such amendment), the Company Reports filed with or furnished to the SEC prior to the date hereof did not, and any Company Reports filed with or furnished to the SEC subsequent to the date hereof will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. Each There are no outstanding or unresolved comments received from the SEC staff with respect to the Company Reports. None of the consolidated balance sheets included in or incorporated by reference into the Company Reports is, to the Knowledge (including as defined below) of the related notes and schedules) fairly presents, or will fairly presentCompany, the consolidated financial position subject of the Company and its Subsidiaries as of its date and each of the consolidated statements of income and of changes in financial position included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents, or will fairly present, the results of operations, retained earnings and changes in financial position, as the case may be, of the Company and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved, except as may be noted thereinongoing SEC review.

Company Reports; Financial Statements. All material filings, including all material written forms, statements, reports, agreements and all material documents, exhibits, amendments and supplements appertaining thereto, including but not limited to all material rates, tariffs, franchises, service agreements and related documents, required to be made by the Company and its subsidiaries since December 31, 1997 under the Public Utility Holding Company Act of 1935, as amended (i) "PUHCA"), the Power Act, the Natural Gas Act and any state law applicable to public utilities, and under regulations applicable to public utilities and public utility holding companies in the United States, have been made in accordance with, and complied, as of their respective dates, in all material respects with, the requirements of the relevant Governmental Entity. The Company has made available delivered to Parent each registration statement, report, proxy statement or information statement prepared by it the Company or any of its subsidiaries since December 31, 1994 1998 (the "AUDIT DATE"), including (i) the Company's Annual Report on Form 10-K for the year ended December 31, 1996 (the "Audit Date")1998, and (ii) the Company's Quarterly Reports on Form 10-Q for the periods ended March 31, 19971999, June 30, 1997 1999 and September 30, 19971999, each in the form (including exhibits, annexes and any amendments thereto) filed with the Securities and Exchange Commission (the "SEC") (collectively, including any such reports filed subsequent to the date hereofhereof and as amended, the "Company ReportsCOMPANY REPORTS"). As of their respective datesdates (or, if amended, as of the date of such amendment), the Company Reports did not, and any Company Reports filed with the SEC subsequent to the date hereof will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. Each of the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) fairly presentspresents fairly, or will fairly presentpresent fairly, in all material respects, the consolidated financial position of the Company and its Subsidiaries subsidiaries as of its date and each of the consolidated statements of income and of changes in financial position shareholders' equity and in cash flows included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presentspresents fairly, or will fairly presentpresent fairly, the results of operations, retained earnings operations and changes in financial positioncash flows, as the case may be, of the Company and its Subsidiaries subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to the notes and normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with generally accepted accounting principles in the United States ("U.S. GAAP") consistently applied during the periods involvedindicated, except as may be noted thereintherein and except, with respect to unaudited statements, as permitted by Form 10-Q of the SEC.