Common use of Reports and Financial Statements Clause in Contracts

Reports and Financial Statements. Company has delivered to Purchaser each registration statement, schedule, report, proxy statement or information statement prepared by it since November 30, 1996 (the "Audit Date"), including, without limitation, (i) Company's Annual Report on Form 10-K for the year ended November 30, 1996 and (ii) Company's Quarterly Report on Form 10-Q for the quarterly period ended February 28, 1997, each in the form (including exhibits and any amendments thereto) filed with the SEC, and Company has timely filed all reports required to be filed with the SEC pursuant to the Exchange Act since January 1, 1994 (collectively, the "Company SEC Reports"). None of such Company SEC Reports, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the balance sheets (including the related notes and schedules) included in or incorporated by reference into the Company SEC Reports fairly presents the consolidated financial position of Company and its consolidated subsidiaries as of the respective dates thereof, and the other related statements (including the related notes and schedules) included or incorporated by reference therein fairly present the results of operations, retained earnings and the changes in financial position of Company and Company Subsidiaries for the respective periods or as of the respective dates set forth therein (subject, in the case of unaudited statements, to normal year-end adjustments), all in conformity with generally accepted accounting principles ("GAAP") consistently applied during the periods involved, except as otherwise noted therein.

Reports and Financial Statements. Company has delivered to Purchaser each registration statement, schedule, report, proxy statement or information statement prepared by it since November 30, 1996 (the "Audit Date"), including, without limitation, (i) The Company has filed all required Company SEC Reports. None of the Company's Annual Report on Form 10-K for the year ended November 30Subsidiaries is required to file any form, 1996 and (ii) Company's Quarterly Report on Form 10-Q for the quarterly period ended February 28, 1997, each in the form (including exhibits and any amendments thereto) filed report or other document with the SEC, and Company has timely filed all reports required to be filed with the SEC pursuant to the Exchange Act since January 1, 1994 (collectively, the "Company SEC Reports"). None of such the Company SEC Reports, as of their respective datesdates (and, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the balance sheets financial statements (including the related notes and schedulesnotes) included in or incorporated by reference into the Company SEC Reports fairly presents fairly, in all material respects, the consolidated financial position and consolidated results of operations and cash flows of the Company and its consolidated subsidiaries Subsidiaries as of the respective dates thereof, and the other related statements (including the related notes and schedules) included or incorporated by reference therein fairly present the results of operations, retained earnings and the changes in financial position of Company and Company Subsidiaries for the respective periods or as of the respective dates set forth therein (subject, in the case of unaudited statements, to normal year-end adjustments)therein, all in conformity with generally accepted accounting principles ("GAAP") consistently applied during the periods involved, involved except as otherwise noted therein, and subject, in the case of the unaudited interim financial statements, to normal year-end adjustments and exceptions permitted by Form 10-Q under the Exchange Act. Since December 31, 1999, there has been no material change in the Company's accounting methods or principles except as described in the notes to the consolidated financial statements of the Company contained in the Company SEC Reports. All of such Company SEC Reports, as of their respective dates (and as of the date of any amendment to the respective Company SEC Report), complied as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder.

Reports and Financial Statements. The Company has delivered previously furnished the Purchaser with true and complete copies, as amended or supplemented, of the following documents, to Purchaser each registration statement, schedule, report, proxy statement or information statement prepared by it since November 30, 1996 (the "Audit Date"), including, without limitation, extent not available on the XXXXX system (i) Company's Annual Report on Form 10-K for and Amendment No. 1 to the year ended November 30, 1996 and (ii) Company's Quarterly Annual Report on Form 10-Q K/A for the quarterly period year ended February 28December 31, 19972006, each in the form (including exhibits and any amendments thereto) as filed with the SECCommission, (ii) proxy statements relating to all meetings of its shareholders (whether annual or special) since June 1, 2006 and (iii) all other reports or registration statements filed by the Company has timely filed with the SEC since December 31, 2005 (such reports, registration statements and other filings, together with any amendments or supplements thereto, are collectively referred to as the “COMPANY COMMISSION FILINGS”). Except as set forth on Schedule 3.01(d), the Company Commission Filings constituted all reports of the documents required to be filed by the Company with the SEC pursuant to the Exchange Act Commission since January 1December 31, 1994 (collectively, the "Company SEC Reports"2005. Except as set forth on Schedule 3.01(d). None of such Company SEC Reports, as of their respective dates, contained such Company’s Commission Filings (as amended or supplemented) complied 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 did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each The audited consolidated financial statements and any unaudited interim financial statements of the balance sheets (including the related notes and schedules) Company included in or incorporated by reference into such Company’s Commission Filings comply as to form in all material respects with applicable accounting requirements and the Company SEC Reports fairly presents the consolidated financial position of Company published rules and its consolidated subsidiaries as regulations of the respective dates thereofCommission with respect thereto, and have been prepared in accordance with GAAP (except as may be indicated therein or in the other related statements (including the related notes and schedules) included or incorporated by reference therein fairly present the results of operations, retained earnings and the changes in financial position of Company and Company Subsidiaries for the respective periods or as of the respective dates set forth therein (subjectthereto and, in the case of unaudited the quarterly financial statements, to normal yearas permitted by Form 10-end adjustments), Q under the Exchange Act) and fairly present in all in conformity with generally accepted accounting principles ("GAAP") consistently applied during material respects the financial position of the Company at the dates thereof and the results of its operations and its cash flows for the periods involved, except as otherwise noted thereinthen ended.

Reports and Financial Statements. Since January 1, 2000, the Company has delivered to Purchaser each registration statement, schedule, report, proxy statement or information statement prepared by it since November 30, 1996 (the "Audit Date"), including, without limitation, (i) Company's Annual Report on Form 10-K for the year ended November 30, 1996 and (ii) Company's Quarterly Report on Form 10-Q for the quarterly period ended February 28, 1997, each in the form (including exhibits and any amendments thereto) filed with the SEC, and Company has timely filed all reports required to be filed with the SEC pursuant to the Exchange Act since January 1all material forms, 1994 statements, reports and documents (collectivelyincluding all exhibits, post-effective amendments and supplements thereto) (the "Company SEC Reports"). None ) required to be filed by it under each of such Company SEC Reportsthe Securities Act and the Exchange Act, all of which, as amended if applicable, complied in all material respects with all applicable requirements of the appropriate act. As of their respective datesfiling dates except as amended or supplemented prior to the date hereof, contained in which case as of the filing date of that amendment or supplement, the Company SEC Reports did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each The audited consolidated financial statements of the balance sheets (including the related notes and schedules) Company included in or incorporated by reference into the Company's Annual Report on Form 10-K for the twelve months ended December 31, 2002 and the unaudited financial statements of the Company SEC Reports included in the Company's Quarterly Report on Form 10-Q (the "Company 10-Q") for the quarterly period ended March 31, 2003 (collectively, the "Company Financial Statements") have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis (except as may be indicated therein or in the notes thereto) and fairly presents present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries Subsidiaries as of the respective dates thereof, thereof and the other related statements (including the related notes and schedules) included or incorporated by reference therein fairly present the results of operations, retained earnings their operations and the changes in financial position of Company and Company Subsidiaries for the respective periods or as of the respective dates set forth therein then ended (subject, in the case of the unaudited financial statements, to normal year-end adjustments). The Company's Annual Report on Form 10-K for the twelve months ended December 31, all 2002, the Company 10-Q and the Current Report on Form 8-K filed by the Company on April 24, 2003 are collectively referred to as the "Company Recent SEC Reports". Since December 31, 2002, there has not been any change in conformity with generally accepted any method of accounting or accounting principles ("GAAP") consistently applied during or practice by the periods involvedCompany or any of its Subsidiaries, except as otherwise noted thereinfor any such change required by reason of a concurrent change in GAAP or Regulation S-X under the Exchange Act.

Reports and Financial Statements. Company has delivered to Purchaser each registration statement, schedule, report, proxy statement or information statement prepared by it since November Since September 30, 1996 (the "Audit Date")2001, including, without limitation, (i) Company's Annual Report on Form 10-K for the year ended November 30, 1996 and (ii) Company's Quarterly Report on Form 10-Q for the quarterly period ended February 28, 1997, each in the form (including exhibits and any amendments thereto) filed with the SEC, and Company Buyer has timely filed all reports required reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the Securities and Exchange Act since January 1, 1994 Commission (collectively, the "Company Buyer SEC Reports"). None of such Company The Buyer SEC Reports, as of their respective dates, contained did not, and any Buyer SEC Reports filed with the Securities and Exchange Commission after the date hereof will not, contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each of the balance sheets (including the related notes and schedules) financial statements included or to be included in or incorporated by reference into the Company Buyer SEC Reports fairly presents or will present fairly, in all material respects, the consolidated financial position and consolidated results of Company operations and cash flows of Buyer and its consolidated subsidiaries as of the respective dates thereof, and the other related statements (including the related notes and schedules) included or incorporated by reference therein fairly present the results of operations, retained earnings and the changes in financial position of Company and Company Subsidiaries for the respective periods or as of the respective dates set forth therein (therein, all in accordance with GAAP consistently applied during the periods involved except as otherwise noted therein, and subject, in the case of the unaudited interim financial statements, to normal year-end adjustments)adjustments that will not be material in amount. All of such Buyer SEC Reports, as of their respective dates, complied as to form in all in conformity material respects with generally accepted accounting principles ("GAAP") consistently applied during the periods involvedapplicable requirements of the Securities Act of 1933, except as otherwise noted thereinamended, and the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

Reports and Financial Statements. Company has delivered to Purchaser each registration statement, schedule, report, proxy statement or information statement prepared by it since November 30, 1996 (the "Audit Date"), including, without limitation, (i) Company's Annual Report on Form 10-K for the year ended November 30, 1996 and (ii) Company's Quarterly Report on Form 10-Q for the quarterly period ended February 28, 1997, each in the form (including exhibits and any amendments thereto) filed with the SEC, and The Company has timely filed all reports required reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to Securities and Exchange Commission (the Exchange Act "SEC") since January 1, 1994 1996 (collectively, including all exhibits thereto and documents incorporated by reference therein, the "Company SEC Reports"). No Subsidiary of the Company is required to file any form, report or other document with the SEC. None of such the Company SEC Reports, as of their respective datesdates (and, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), contained or will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the balance sheets financial statements (including the related notes and schedulesnotes) included in or incorporated by reference into the Company SEC Reports fairly presents fairly, in all material respects, the consolidated financial position and consolidated results of operations and cash flows of the Company and its consolidated subsidiaries Subsidiaries as of the respective dates thereof, and the other related statements (including the related notes and schedules) included or incorporated by reference therein fairly present the results of operations, retained earnings and the changes in financial position of Company and Company Subsidiaries for the respective periods or as of the respective dates set forth therein (subject, in the case of unaudited statements, to normal year-end adjustments)therein, all in conformity with generally accepted accounting principles ("GAAP") consistently applied during the periods involved, involved except as otherwise noted therein, and subject, in the case of the unaudited interim financial statements, to normal and recurring year-end adjustments that have not been and are not expected to be material in amount. All of such the Company SEC Reports, as of their respective dates (and as of the date of any amendment to the respective the Company SEC Report), complied as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder.

Reports and Financial Statements. Since June 30, 1998, the Company has delivered to Purchaser each registration statementfiled with the SEC all material forms, schedulestatements, reportreports and documents (including all exhibits, proxy statement or information statement prepared by it since November 30, 1996 post-effective amendments and supplements thereto) (the "Audit DateCOMPANY SEC REPORTS"), including, without limitation, (i) Company's Annual Report on Form 10-K for the year ended November 30, 1996 and (ii) Company's Quarterly Report on Form 10-Q for the quarterly period ended February 28, 1997, each in the form (including exhibits and any amendments thereto) filed with the SEC, and Company has timely filed all reports required to be filed with by it under each of the SEC pursuant to Securities Act, the Exchange Act since January 1and the respective rules and regulations thereunder, 1994 (collectively, the "Company SEC Reports"). None all of such Company SEC Reportswhich, as amended if applicable, complied in all material respects as to form with all applicable requirements of the appropriate act and the rules and regulations thereunder. As of their respective dates, contained except as amended or supplemented prior to the date hereof, the Company SEC Reports did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each The audited consolidated financial statements of the balance sheets (including the related notes and schedules) Company included in or incorporated by reference into the Company's Annual Report on Form 10-K for the year ended December 31, 2000 (the "COMPANY 10-K") and the unaudited financial statements of the Company SEC Reports included in the Company's Quarterly Report on Form 10-Q (the "COMPANY 10-Q") for the period ended September 30, 2001 have been prepared in accordance with GAAP applied on a consistent basis (except as may be indicated therein or in the notes thereto or as may be permitted by the rules and regulations applicable to the quarterly report on Form 10-Q) and fairly presents present in all material respects the consolidated financial position posi- tion of Company the Company, the FUMI Share Trust and its consolidated their respective subsidiaries as of the respective dates thereof, thereof and the other related statements (including the related notes and schedules) included or incorporated by reference therein fairly present the results of operations, retained earnings their operations and the changes in financial position of Company and Company Subsidiaries for the respective periods or as of the respective dates set forth therein reported (subject, in the case of the unaudited financial statements, to normal year-end adjustments), all in conformity with generally accepted accounting principles ("GAAP") consistently applied during the periods involved, except as otherwise noted therein.

Reports and Financial Statements. Since November 13, 2000, the Company has delivered to Purchaser each filed with the SEC all forms, reports, schedules, registration statementstatements, schedule, report, prospectuses and definitive proxy statement or information statement prepared by it since November 30, 1996 statements (the "Audit DateCOMPANY SEC REPORTS"), including, without limitation, (i) Company's Annual Report on Form 10-K for the year ended November 30, 1996 and (ii) Company's Quarterly Report on Form 10-Q for the quarterly period ended February 28, 1997, each in the form (including exhibits and any amendments thereto) filed with the SEC, and Company has timely filed all reports required to be filed with by it under each of the SEC pursuant to Securities Act of 1933, as amended, the Exchange Act since January 1and the respective rules and regulations thereunder, 1994 (collectively, the "Company SEC Reports"). None all of such Company SEC Reportswhich, as amended if applicable, complied in all material respects as to form with all applicable requirements of the appropriate act and the rules and regulations thereunder. As of their respective datesdates (taking into account any amendments or supplements thereto filed prior to the date hereof), contained the Company SEC Reports did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each The audited consolidated financial statements of the balance sheets (including the related notes and schedules) Company included in or incorporated by reference into the Company's Annual Report on Form 10-K for the year ended December 31, 2000 and the unaudited financial statements of the Company SEC Reports included in the Company's Quarterly Report on Form 10-Q (the "COMPANY 10-Q") for the period ended June 30, 2001 have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis (except as may be indicated therein or in the notes thereto or as may be permitted by the rules and regulations applicable to the quarterly report on Form 10-Q) and fairly presents present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the respective dates thereof, thereof and the other related statements (including the related notes and schedules) included or incorporated by reference therein fairly present the results of operations, retained earnings their operations and the changes in financial position of Company and Company Subsidiaries for the respective periods or as of the respective dates set forth therein reported (subject, in the case of the unaudited financial statements, to normal year-end adjustments). Except as disclosed in the Company SEC Reports, all in conformity with generally accepted accounting principles there are no agreements, arrangements or understandings, or relationships or items of indebtedness, involving the Company or any of its Significant Subsidiaries of the type which would be required to be disclosed pursuant to Item 404(a), ("GAAP"b) consistently applied during or (c) of Regulation S-K under the periods involved, except as otherwise noted thereinExchange Act.

Reports and Financial Statements. The Company has delivered furnished the Purchaser with copies of its Certificate of Incorporation, as amended to Purchaser each registration statementdate, scheduleits Bylaws, reportas currently in effect, proxy statement the Registration Statement, and the SEC Reports. The documents so furnished are true, correct and complete copies of the original documents. The Registration Statement and the SEC Reports, when filed with the Securities and Exchange Commission, complied in all material respects with all applicable federal securities laws and regulations. None of the SEC Reports or information statement prepared by it since November 30, 1996 (the "Audit Date")Registration Statement, including, without limitation, (i) Company's Annual Report on Form 10-K for the year ended November 30, 1996 and (ii) Company's Quarterly Report on Form 10-Q for the quarterly period ended February 28, 1997, each in the form (including exhibits and any amendments thereto) filed with the SEC, and Company has timely filed all reports required to be filed with the SEC pursuant to the Exchange Act since January 1, 1994 (collectively, the "Company SEC Reports"). None of such Company SEC Reports, as of their respective datesfinancial statements or schedules included or incorporated by reference therein, contained when filed any untrue statement of a material fact fact, or omitted when filed to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each The audited financial statements of the balance sheets (including the related notes and schedules) Company included in or incorporated by reference into the Registration Statement and the SEC Reports and the unaudited financial statements of the Company SEC Reports included in its quarterly reports on Form 10-Q for the quarters ended March 31, 1996, June 30, 1996 and September 30, 1996 fairly presents present, in conformity with generally accepted accounting principles applied on a consistent basis (except as may be indicated in the consolidated notes thereto), the financial position of the Company and its consolidated subsidiaries as of the respective dates thereof, thereof and the other related statements (including the related notes and schedules) included or incorporated by reference therein fairly present the results of operations, retained earnings operations and the changes in financial position of the Company and Company Subsidiaries for the respective periods or as of the respective dates set forth therein then ended (subject, in the case of unaudited financial statements, to normal year-end audit adjustments). Except as set forth in the financial statements (and the footnotes thereto) included in the SEC Reports, all in conformity with generally accepted accounting principles ("GAAP") consistently applied during there are no material liabilities, debts, claims or obligations, whether accrued, absolute, contingent or otherwise, of or affecting the periods involved, except as otherwise noted thereinCompany or any of its properties or assets.

Reports and Financial Statements. Company ITEQ has delivered previously furnished to Purchaser each registration statementAIX true and complete copies of (a) all annual reports filed with the Commission pursuant to the Exchange Act, schedulesince December 31, report, proxy statement or information statement prepared by it since November 30, 1996 (the "Audit Date"), including, without limitation1994, (ib) CompanyITEQ's Annual Report quarterly and other reports filed with the Commission since December 31, 1994, (c) all definitive proxy solicitation materials filed with the Commission since December 31, 1994, and (d) any registration statements declared effective by the Commission since December 31, 1994. The consolidated financial statements of ITEQ and its subsidiaries included in ITEQ's most recent report on Form 10-K for the year ended November 30, 1996 and (ii) Company's Quarterly Report most recent report on Form 10-Q for the quarterly period ended February 28Q, 1997, each in the form (including exhibits and any amendments thereto) other reports filed with the SEC, and Company has timely filed all reports required to be filed with the SEC pursuant to Commission by ITEQ under the Exchange Act since January 1(the "ITEQ Reports") were, 1994 or (collectivelyif filed after the date hereof) will be, prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved and fairly present, or will present, the "Company SEC Reports"). None of such Company SEC Reports, consolidated financial position for ITEQ and its subsidiaries as of the dates thereof and the consolidated results of their respective datesoperations and changes in financial position for the periods then ended (except with respect to interim period financial statements, contained for normal year-end adjustments which are not material); and the ITEQ Reports did not and will not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each Since December 31, 1994, ITEQ has filed with the Commission all reports required to be filed by ITEQ under the Exchange Act and the rules and regulations of the balance sheets (including the related notes and schedules) included in or incorporated by reference into the Company SEC Reports fairly presents the consolidated financial position of Company and its consolidated subsidiaries as of the respective dates thereof, and the other related statements (including the related notes and schedules) included or incorporated by reference therein fairly present the results of operations, retained earnings and the changes in financial position of Company and Company Subsidiaries for the respective periods or as of the respective dates set forth therein (subject, in the case of unaudited statements, to normal year-end adjustments), all in conformity with generally accepted accounting principles ("GAAP") consistently applied during the periods involved, except as otherwise noted thereinCommission.

Reports and Financial Statements. The Company has delivered previously furnished the Purchaser with true and complete copies, as amended or supplemented, of the following documents, to Purchaser each registration statement, schedule, report, proxy statement or information statement prepared by it since November 30, 1996 (the "Audit Date"), including, without limitation, extent not available on the XXXXX system (i) Company's Annual Report on Form 10-K K, Amendment No. 1 to the Annual Report and Amendment No. 2 to the Annual Report for the year ended November 30December 31, 1996 and 2006, as filed with the Commission, (ii) Company's Quarterly Report on Form 10-Q for proxy statements relating to all meetings of its shareholders (whether annual or special) since June 1, 2006 and (iii) all other reports or registration statements filed by the quarterly period ended February 28Company with the SEC since December 31, 19972005 (such reports, each in the form (including exhibits registration statements and other filings, together with any amendments or supplements thereto) filed with , are collectively referred to as the SEC“COMPANY COMMISSION FILINGS”). Except as set forth on SCHEDULE 3.01(d), and the Company has timely filed Commission Filings constituted all reports of the documents required to be filed by the Company with the SEC pursuant to the Exchange Act Commission since January 1December 31, 1994 (collectively, the "Company SEC Reports")2005. None of such Company SEC Reports, as As of their respective dates, contained such Company’s Commission Filings (as amended or supplemented) complied 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 did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each The audited consolidated financial statements and any unaudited interim financial statements of the balance sheets (including the related notes and schedules) Company included in or incorporated by reference into such Company’s Commission Filings comply as to form in all material respects with applicable accounting requirements and the Company SEC Reports fairly presents the consolidated financial position of Company published rules and its consolidated subsidiaries as regulations of the respective dates thereofCommission with respect thereto, and have been prepared in accordance with GAAP (except as may be indicated therein or in the other related statements (including the related notes and schedules) included or incorporated by reference therein fairly present the results of operations, retained earnings and the changes in financial position of Company and Company Subsidiaries for the respective periods or as of the respective dates set forth therein (subjectthereto and, in the case of unaudited the quarterly financial statements, to normal yearas permitted by Form 10-end adjustments), Q under the Exchange Act) and fairly present in all in conformity with generally accepted accounting principles ("GAAP") consistently applied during material respects the financial position of the Company at the dates thereof and the results of its operations and its cash flows for the periods involved, except as otherwise noted thereinthen ended.

Reports and Financial Statements. The Company has delivered to Purchaser each registration statement, schedule, report, proxy statement or information statement prepared by it since November 30, 1996 (the "Audit Date"), including, without limitation, (i) Company's Annual Report on Form 10-K for the year ended November 30, 1996 and (ii) Company's Quarterly Report on Form 10-Q for the quarterly period ended February 28, 1997, each in the form (including exhibits and any amendments thereto) filed with the SEC, and Company has timely filed all reports required ----------------------------------- reports, forms, statements and other documents required to be filed by it with the SEC pursuant to the Exchange Act Commission since January 1April 16, 1994 2001 (collectively, the "Company SEC Reports"). None All of such Company ----------- the SEC Reports, as of their respective datesdates (and, as of the date of any amendment to such SEC Reports), complied as to form in all material respects with the applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. None of the SEC Reports as of their respective dates (and, if amended or superceded by a filing prior to the date of this Agreement, then on the date of such filing), contained or will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the balance sheets financial statements (including the related notes and schedulesnotes) included in or incorporated by reference into the Company SEC Reports fairly presents fairly, in all material respects, the consolidated financial position and consolidated results of operations and cash flows of the Company and its consolidated subsidiaries as of the respective dates thereof, and the other related statements (including the related notes and schedules) included or incorporated by reference therein fairly present the results of operations, retained earnings and the changes in financial position of Company and Company Subsidiaries for the respective periods or as of the respective dates period set forth therein (therein, all in conformity with GAAP consistently applied during the periods involved except as otherwise noted therein, and subject, in the case of the unaudited interim financial statements, to the absence of notes and normal year-end adjustments), all adjustments that have not been and are not expected to be material in conformity with generally accepted accounting principles ("GAAP") consistently applied during the periods involved, except as otherwise noted thereinamount.

Reports and Financial Statements. Company has delivered to Purchaser each registration statement, schedule, report, proxy statement or information statement prepared by it since November 30, 1996 (the "Audit Date"), including, without limitation, (i) Company's Annual Report Except as set forth on Form 10-K for the year ended November 30, 1996 and (ii) Company's Quarterly Report on Form 10-Q for the quarterly period ended February 28, 1997Schedule 4.8, each in the form of Xcorporeal and NQCI has timely (including exhibits and any amendments theretoapplicable extensions) filed with the SEC, and Company has timely filed all reports required to be filed by it with the SEC Securities and Exchange Commission (the “SEC”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), since January 1December 31, 1994 2006 (collectively, the "“Company SEC Reports"”), and has previously made available to Purchaser true and complete copies of all such Company SEC Reports. None Such Company SEC Reports, as of their respective dates, complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as the case may be, and none of such Company SEC Reports, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each The consolidated financial statements of the balance sheets (including the related notes and schedules) Xcorporeal included in or incorporated by reference into the Company SEC Reports fairly presents have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) consistently applied throughout the consolidated financial position periods indicated (except as otherwise noted therein or, in the case of Company and its consolidated subsidiaries unaudited statements, as permitted by Form 10-Q of the respective dates thereof, SEC) and the other related statements (including the related notes and schedules) included or incorporated by reference therein fairly present the results of operations, retained earnings and the changes in financial position of Company and Company Subsidiaries for the respective periods or as of the respective dates set forth therein presented (subject, in the case of unaudited statements, to normal recurring year-end adjustments), all in conformity with generally accepted accounting principles ("GAAP"adjustments and any other adjustments described therein) consistently applied during the consolidated financial position of Xcorporeal as at the dates thereof and the consolidated results of operations and cash flows of Xcorporeal for the periods involvedthen ended. Since December 31, except as otherwise noted therein2008, there has been no change in any of the significant accounting (including tax accounting) policies or procedures of Xcorporeal or Operations.

Reports and Financial Statements. Company has delivered to Purchaser each registration statementExcept as set forth on Schedule 4.5, schedule, report, proxy statement or information statement prepared by it since November 30, 1996 (the "Audit Date"), including, without limitation, (i) Company's Annual Report on Form 10-K for the year ended November 30, 1996 and (ii) Company's Quarterly Report on Form 10-Q for the quarterly period ended February 28, 1997, each in the form (including exhibits and any amendments thereto) filed with the SEC, and Company has timely filed all reports required to be filed by the Company with the SEC Securities and Exchange Commission (the "SEC") pursuant to the Exchange Act or the Securities Act since January 1December 31, 1994 1998 (collectively, the "Company SEC Reports"), and has previously made available to Parent true and complete copies of all such Company SEC Reports. None Such Company SEC Reports, as of their respective dates, complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as the case may be, and none of such Company SEC Reports, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each The financial statements of the balance sheets (including the related notes and schedules) Company included in or incorporated by reference into the Company SEC Reports fairly presents have been prepared in accordance with United States generally accepted accounting principles ("GAAP") consistently applied throughout the consolidated financial position periods indicated (except as otherwise noted therein or, in the case of Company and its consolidated subsidiaries unaudited statements, as permitted by Form 10-Q of the respective dates thereof, SEC) and the other related statements (including the related notes and schedules) included or incorporated by reference therein fairly present the results of operations, retained earnings and the changes in financial position of Company and Company Subsidiaries for the respective periods or as of the respective dates set forth therein (subject, in the case of unaudited statements, to normal recurring year-end adjustments), all in conformity with generally accepted accounting principles ("GAAP"adjustments and any other adjustments described therein) consistently applied during the financial position of the Company as at the dates thereof and the results of operations and cash flows of the Company for the periods involvedthen ended. Except as set forth on Schedule 4.5, except as otherwise noted thereinsince December 31, 1998, there has been no change in any of the significant accounting (including tax accounting) policies, practices or procedures of the Company.

Reports and Financial Statements. (a) The Company has delivered to Purchaser each registration statement, schedule, report, proxy statement or information statement prepared by it since November 30, 1996 (the "Audit Date"), including, without limitation, (i) Company's Annual Report on Form 10-K for the year ended November 30, 1996 and (ii) Company's Quarterly Report on Form 10-Q for the quarterly period ended February 28, 1997, each in the form (including exhibits and any amendments thereto) filed with the SEC, and Company has timely filed all reports required registration statements, prospectuses, reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the Exchange Act since January 1, 1994 1999 (collectively, including all exhibits thereto, the "Company SEC Reports"). No Subsidiary of the --------------- Company is required to file any form, report, registration statement, prospectus or other document with the SEC. None of such the Company SEC Reports, as of their respective datesdates (and, if amended or superseded by a filing prior to the date of this Agreement or the Closing Date, then on the date of such filing), contained or will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the balance sheets financial statements (including the related notes and schedulesnotes) included in or incorporated by reference into the Company SEC Reports fairly presents fairly, in all material respects, the consolidated financial position and consolidated results of operations and cash flows of the Company and its consolidated subsidiaries Subsidiaries as of the respective dates thereof, and the other related statements (including the related notes and schedules) included or incorporated by reference therein fairly present the results of operations, retained earnings and the changes in financial position of Company and Company Subsidiaries for the respective periods or as of the respective dates set forth therein (subject, in the case of unaudited statements, to normal year-end adjustments)therein, all in conformity with generally accepted accounting principles ("GAAP") consistently applied during ---- the periods involved, involved except as otherwise noted therein, and subject, in the case of the unaudited interim financial statements, to the absence of notes and normal year-end adjustments that have not been and are not expected to be material in amount. All of such Company Reports, as of their respective dates (and as of the date of any amendment to the respective Company Report), complied as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder.

Reports and Financial Statements. Company has delivered to Purchaser each registration statementExcept as set forth on Schedule 4.5, schedule, report, proxy statement or information statement prepared by it since November 30, 1996 (the "Audit Date"), including, without limitation, (i) Company's Annual Report on Form 10-K for the year ended November 30, 1996 and (ii) Company's Quarterly Report on Form 10-Q for the quarterly period ended February 28, 1997, each in the form (including exhibits and any amendments thereto) filed with the SEC, and Company has timely filed all reports required to be filed by the Company with the SEC Securities and Exchange Commission (the "SEC") pursuant to the Exchange Act or the Securities Act since January 1December 31, 1994 1997 (collectively, the "Company SEC Reports"), and has previously made available to Parent true and complete copies of all such Company SEC Reports. None Such Company SEC Reports, as of their respective dates, complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as the case may be, and none of such Company SEC Reports, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each The financial statements of the balance sheets (including the related notes and schedules) Company included in or incorporated by reference into the Company SEC Reports fairly presents have been prepared in accordance with United States generally accepted accounting principles ("GAAP") consistently applied throughout the consolidated financial position periods indicated (except as otherwise noted therein or, in the case of Company and its consolidated subsidiaries unaudited statements, as permitted by Form 10-Q of the respective dates thereof, SEC) and the other related statements (including the related notes and schedules) included or incorporated by reference therein fairly present the results of operations, retained earnings and the changes in financial position of Company and Company Subsidiaries for the respective periods or as of the respective dates set forth therein (subject, in the case of unaudited statements, to normal recurring year-end adjustments), all in conformity with generally accepted accounting principles ("GAAP"adjustments and any other adjustments described therein) consistently applied during the financial position of the Company as at the dates thereof and the results of operations and cash flows of the Company for the periods involvedthen ended. Since December 31, except as otherwise noted therein1998, there has been no change in any of the significant accounting (including tax accounting) policies, practices or procedures of the Company.

Reports and Financial Statements. (a) The Company has delivered previously made available to Purchaser each registration statement, schedule, report, proxy statement or information statement prepared by it since November 30, 1996 Parent (including through the "Audit Date"), including, without limitation, SEC’s XXXXX system) true and complete copies of: (ia) the Company's ’s Annual Report on Form 10-K filed with the SEC for each of the year years ended November April 30, 1996 and 2003 through 2005; (iib) the Company's ’s Quarterly Report on Form 10-Q for the quarterly period ended February 28, 1997, each in the form (including exhibits and any amendments thereto) filed with the SEC, and Company has timely filed all reports required to be filed with the SEC pursuant for the quarters ended July 31, 2005 and October 31, 2005; (c) each definitive proxy statement filed by the Company with the SEC since April 30, 2003; (d) all Current Reports on Form 8-K filed by the Company with the SEC since April 30, 2003; and (e) each registration statement, prospectus and any amendments or supplements thereto filed by the Company with the SEC since April 30, 2003. As of their respective dates (or if amended or superseded by a filing prior to the Exchange Act since January 1date of this Agreement, 1994 then on the date of such filing), such reports, proxy statements, registration statements, prospectuses, amendments and supplements (individually a “Company SEC Report” and collectively, the "“Company SEC Reports"). None ”) (a) complied as to form in all material respects with the applicable requirements of such Company SEC Reportsthe Securities Act, the Securities Exchange Act of 1934, as of their respective dates, contained amended (the “Exchange Act”) and the rules and regulations promulgated thereunder and (b) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of The audited consolidated financial statements and unaudited consolidated interim financial statements included in the balance sheets Company SEC Reports (including the any related notes and schedules) included complied as to form, as of their respective dates of filing with the SEC, in all material respects with all applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP consistently applied during the periods involved (except as otherwise disclosed in the notes thereto, and except that unaudited statements do not contain footnotes in substance or incorporated form required by reference into GAAP, as is permitted by Form 10-Q of the Company SEC Reports Exchange Act) and fairly presents presented the consolidated financial position of the Company and its consolidated subsidiaries as of the respective dates thereof, thereof and the other related statements (including the related notes and schedules) included or incorporated by reference therein fairly present the results of operations, retained earnings operations and the changes in financial position of Company and Company Subsidiaries cash flows for the respective periods or as of the respective dates set forth therein then ended (subject, in the case of unaudited statementswhere appropriate, to normal year-end adjustments). Since December 31, 2002, the Company has timely filed all in conformity reports and other filings required to be filed by it with generally accepted accounting principles ("GAAP") consistently applied during the periods involved, except as otherwise noted thereinSEC under the rules and regulations of the SEC.

Reports and Financial Statements. (a) The Company has delivered previously furnished to Purchaser each registration statement, schedule, report, proxy statement or information statement prepared true and complete copies of (a) all annual reports filed by it since November 30, 1996 (the "Audit Date"), including, without limitation, (i) Company's Annual Report on Form 10-K for the year ended November 30, 1996 and (ii) Company's Quarterly Report on Form 10-Q for the quarterly period ended February 28, 1997, each in the form (including exhibits and any amendments thereto) filed with the SEC, and Company has timely filed all reports required to be filed with the SEC pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since January 1December 31, 1994 1995, (b) all other reports filed with the SEC since December 31, 1995, and (c) any registration statements (other than Form S-8s) of Company declared effective by the SEC since December 31, 1995. The consolidated financial statements of Company and its subsidiaries included in the Company's most recent report on Form 20-F and any other reports filed with the SEC by the Company under the Exchange Act subsequent thereto (collectively, the "Company SEC Reports") were, or (if filed after the date hereof) will be, prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved and fairly present, or will fairly present, the consolidated financial position for Company and its subsidiaries as of the dates thereof and the consolidated results of their operations and changes in financial position for the periods then ended (except with respect to interim period financial statements, for normal year-end adjustments which are not material and for the absence of footnotes). None The Company Reports did not at the time each of the Company Reports was filed with the SEC (or, if amended or superseded by a subsequent filing, then on the date of such Company SEC Reportsfiling), as of their respective dates, contained and (if filed after the date hereof) will not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which whey they were made, not misleading. Each Since December 31, 1995, the Company has filed with the SEC all reports required to be filed by the Company under the Exchange Act and the rules and regulations of the balance sheets (including the related notes and schedules) included in or incorporated by reference into the Company SEC Reports fairly presents the consolidated financial position of Company and its consolidated subsidiaries as of the respective dates thereof, and the other related statements (including the related notes and schedules) included or incorporated by reference therein fairly present the results of operations, retained earnings and the changes in financial position of Company and Company Subsidiaries for the respective periods or as of the respective dates set forth therein (subject, in the case of unaudited statements, to normal year-end adjustments), all in conformity with generally accepted accounting principles ("GAAP") consistently applied during the periods involved, except as otherwise noted thereinSEC.

Reports and Financial Statements. Company has delivered to Purchaser each registration statement, schedule, report, proxy statement or information statement prepared by it since November 30, 1996 (the "Audit Date"), including, without limitation, (i) Company's Annual Report on Form 10-K for the year ended November 30, 1996 and (ii) Company's Quarterly Report on Form 10-Q for the quarterly period ended February 28, 1997, each in the form (including exhibits and any amendments thereto) filed with the SEC, and The Company has timely filed all reports required to be filed with the SEC Securities and Exchange Commission (the "SEC") pursuant to the Exchange Act or the Securities Act since January December 1, 1994 1993 (collectively, the "Company SEC Reports"), and has previously made available to Parent true and complete copies of all such Company SEC Reports. None of such Such Company SEC Reports, as of their respective dates, complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as the case may be, and none of such Company SEC Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each The financial statements of the balance sheets (including the related notes and schedules) Company included in or incorporated by reference into the Company SEC Reports fairly presents the consolidated financial position of Company and its consolidated subsidiaries as of the respective dates thereof, and the other related statements (including the related notes and schedules) included or incorporated by reference therein fairly present the results of operations, retained earnings and the changes have been prepared in financial position of Company and Company Subsidiaries for the respective periods or as of the respective dates set forth therein (subject, in the case of unaudited statements, to normal year-end adjustments), all in conformity accordance with generally accepted accounting principles ("GAAP") consistently applied during throughout the periods involved, indicated (except as otherwise noted therein) and fairly present the consolidated financial position of the Company and its consolidated Subsidiaries as at the dates thereof and the consolidated results of operations and cash flows of the Company and its consolidated Subsidiaries for each of the periods then ended, except that in the case of the unaudited consolidated financial statements included in any Form 10-Q, the presentation and disclosures conform with the applicable rules of the Exchange Act, but include all adjustments necessary to conform to GAAP requirements with respect to interim financial statements. Except as set forth on Schedule 4.6, since December 1, 1993, there has been no change in any of the significant accounting (including tax accounting) policies, practices or procedures of the Company or any of its consolidated Subsidiaries.

Reports and Financial Statements. Company has delivered to Purchaser each registration statement, schedule, report, proxy statement or information statement prepared by it since November 30, 1996 (the "Audit Date"), including, without limitation, (i) Company's Annual Report on Form 10-K for the year ended November 30, 1996 and (ii) Company's Quarterly Report on Form 10-Q for the quarterly period ended February 28, 1997, each in the form (including exhibits and any amendments thereto) filed with the SEC, and The Company has timely filed all reports required registration statements, prospectuses, reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the Exchange Act since January 1, 1994 2003 (collectively, including all exhibits thereto, the "“Company SEC Reports"”). No Subsidiary of the Company is required to file any form, report, registration statement or prospectus or other document with the SEC. None of such the Company SEC Reports, as of their respective datesdates (and, if amended or superseded by a filing prior to the date of this Agreement or the Closing Date, then on the date of such filing), contained or will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the balance sheets financial statements (including the related notes and schedulesnotes) included in or incorporated by reference into the Company SEC Reports fairly presents fairly, in all material respects, the consolidated financial position and consolidated results of operations and cash flows of the Company and its consolidated subsidiaries Subsidiaries as of the respective dates thereof, and the other related statements (including the related notes and schedules) included or incorporated by reference therein fairly present the results of operations, retained earnings and the changes in financial position of Company and Company Subsidiaries for the respective periods or as of the respective dates set forth therein (therein, all in conformity with GAAP consistently applied during the periods involved except as otherwise noted therein, and subject, in the case of the unaudited interim financial statements, to the absence of notes and normal year-end adjustmentsadjustments that have not been and are not expected to be material in amount. All of such Company SEC Reports, as of their respective dates (and as of the date of any amendment to the respective Company SEC Report), complied as to form in all in conformity material respects with generally accepted accounting principles ("GAAP") consistently applied during the periods involved, except as otherwise noted thereinapplicable requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder.

Reports and Financial Statements. Company AIX has delivered previously furnished to Purchaser each registration statementITEQ true and complete copies of (a) all annual reports filed with the Commission pursuant to the Securities Exchange Act of 1934, schedule, report, proxy statement or information statement prepared by it since November 30, 1996 as amended (the "Audit DateExchange Act"), includingsince September 30, without limitation1994, (ib) CompanyAIX's Annual Report quarterly and other reports filed with the Commission since September 30, 1994, (c) all definitive proxy solicitation materials filed with the Commission since September 30, 1994, and (d) any registration statements declared effective by the Commission since September 30, 1994. The consolidated financial statements of AIX and its subsidiaries included in AIX's most recent report on Form 10-K for the year ended November 30, 1996 and (ii) Company's Quarterly Report most recent report on Form 10-Q for the quarterly period ended February 28Q, 1997, each in the form (including exhibits and any amendments thereto) other reports filed with the SEC, and Company has timely filed all reports required to be filed with the SEC pursuant to Commission by AIX under the Exchange Act since January 1, 1994 (collectively, the "Company SEC AIX Reports"). None of such Company SEC Reports) were, or (if filed after the date hereof) will be, prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved and fairly present, or will present, the consolidated financial position for AIX and its subsidiaries as of the dates thereof and the consolidated results of their respective datesoperations and changes in financial position for the periods then ended (except with respect to interim period financial statements, contained for normal year-end adjustments which are not material); and the AIX Reports did not and will not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each Since September 30, 1994, AIX has filed with the Commission all reports required to be filed by AIX under the Exchange Act and the rules and regulations of the balance sheets (including the related notes and schedules) included in or incorporated by reference into the Company SEC Reports fairly presents the consolidated financial position of Company and its consolidated subsidiaries as of the respective dates thereof, and the other related statements (including the related notes and schedules) included or incorporated by reference therein fairly present the results of operations, retained earnings and the changes in financial position of Company and Company Subsidiaries for the respective periods or as of the respective dates set forth therein (subject, in the case of unaudited statements, to normal year-end adjustments), all in conformity with generally accepted accounting principles ("GAAP") consistently applied during the periods involved, except as otherwise noted thereinCommission.

Reports and Financial Statements. Except as set forth on Schedule 5.5 attached hereto, since December 31, 1995, the Company has filed ------------ with the SEC all forms, statements, reports and documents (including all exhibits, amendments and supplements thereto) required to be filed by it under each of the Securities Act, the Exchange Act and the respective rules and regulations thereunder, all of which, as amended if applicable, complied in all material respects with all applicable requirements of the appropriate act and the rules and regulations thereunder. The Company has previously delivered to Purchaser each registration statement, schedule, report, proxy statement or information statement prepared by it since November 30, 1996 Parent copies of its (the "Audit Date"), including, without limitation, (ia) Company's Annual Report on Form 10-K for the fiscal year ended November 30December 31, 1996 and (ii) Company's Quarterly Report on Form 10-Q for the quarterly period ended February 281996, 1997, each in the form (including exhibits and any amendments thereto) as filed with the SEC, (b) proxy and information statements relating to (i) all meetings of its stockholders (whether annual or special) and (ii) actions by written consent in lieu of a stockholders' meeting from December 31, 1995 until the date hereof and (c) all other reports, including quarterly reports, or registration statements filed by the Company has timely filed all reports required to be filed with the SEC pursuant since December 31, 1995 (the documents referred to the Exchange Act since January 1in clauses (a), 1994 (collectively, b) and (c) are collectively referred to as the "Company SEC Reports"). None of such Company SEC Reports, as As of their respective dates, contained the Company SEC Reports did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each The audited consolidated financial statements and unaudited interim consolidated financial statements of the balance sheets (including the related notes and schedules) Company included in such reports (collectively, the "Company Financial Statements") have been prepared in accordance with generally accepted accounting principles applied on a consistent basis (except as may be indicated therein or incorporated by reference into in the Company SEC Reports notes thereto) and fairly presents present the consolidated financial position of the Company and its consolidated subsidiaries as of the respective dates thereof, thereof and the other related statements (including the related notes and schedules) included or incorporated by reference therein fairly present the results of operations, retained earnings their operations and the changes in financial position of Company and Company Subsidiaries for the respective periods or as of the respective dates set forth therein (then ended, subject, in the case of the unaudited interim financial statements, to normal year-end adjustments), all in conformity with generally accepted accounting principles ("GAAP") consistently applied during the periods involved, except as otherwise noted and audit adjustments and any other adjustments described therein.

Reports and Financial Statements. Company Since December 31, 1994, AWS has delivered filed with the SEC all material forms, statements, reports and documents (including all exhibits, amendments and supplements) required to Purchaser each registration statement, schedule, report, proxy statement or information statement prepared be filed by it since November 30under each of the Securities Act of 1933, 1996 as amended (the "Audit DateSecurities Act"), includingthe Exchange Act, without limitationand the respective rules and regulations thereunder, all of which, as amended if applicable, complied in all material respects with all applicable requirements of the appropriate act and the rules and regulations thereunder. AWS has previously delivered to USA Waste copies of its (ia) Company's Annual Report Reports on Form 10-K for the fiscal year ended November 30December 31, 1996 and (ii) Company's Quarterly Report on Form 10-Q for each of the quarterly period ended February 28two immediately preceding fiscal years, 1997, each in the form (including exhibits and any amendments thereto) as filed with the SEC, (b) proxy and Company has timely information statements relating to (i) all meetings of its stockholders (whether annual or special) held, and (ii) all actions by written consent in lieu of a stockholders' meeting taken, since December 31, 1994 and prior to the date hereof, and (c) all other reports, including quarterly reports, or registration statements filed all reports required to be filed by AWS with the SEC pursuant since December 31, 1994 and prior to the Exchange Act since January 1date hereof (other than registration statements filed on Form S-8) (the documents referred to in clauses (a), 1994 (collectively, b) and (c) are collectively referred to as the "Company AWS SEC Reports"). None of such Company SEC Reports, as As of their respective dates, contained the AWS SEC Reports did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each The audited consolidated financial statements and unaudited interim consolidated financial statements of the balance sheets (including the related notes and schedules) AWS included in such reports (collectively, the "AWS Financial Statements") have been prepared in accordance with generally accepted accounting principles applied on a consistent basis (except as may be indicated therein or incorporated by reference into in the Company SEC Reports notes thereto) and fairly presents present the consolidated financial position of Company AWS and its consolidated subsidiaries as of the respective dates thereof, thereof and the other related statements (including the related notes and schedules) included or incorporated by reference therein fairly present the results of operations, retained earnings their operations and the changes in financial position of Company and Company Subsidiaries cash flows for the respective periods or as of the respective dates set forth therein (then ended, subject, in the case of the unaudited interim financial statements, to normal year-end adjustments), all in conformity with generally accepted accounting principles ("GAAP") consistently applied during the periods involved, except as otherwise noted audit adjustments and any other adjustments described therein.

Reports and Financial Statements. The Company has delivered to Purchaser each registration statement, schedule, report, proxy statement or information statement prepared by it since November 30, 1996 (the "Audit Date"), including, without limitation, previously furnished Parent with true and complete copies of its (i) Company's Annual Report on Form 10-K for the fiscal year ended November 30December 31, 1996 1997, as filed with the Securities and Exchange Commission (the "Commission"), (ii) Company's Quarterly Report Reports on Form 10-Q for the quarterly period quarters ended February 28March 31, 1998 and June 30, 1998, as filed with the Commission, (iii) proxy statements related to all meetings of its stockholders (whether annual or special) since September 30, 1997 and (iv) all other reports or registration statements filed by the Company with the Commission since September 30, 1997, each except for preliminary material in the form case of clauses (including exhibits iii) and any amendments thereto(iv) filed above, which are all the documents that the Company was required to file with the SECCommission since September 30, and Company has timely filed all reports required 1997 (the documents in clauses (i) through (iv) being referred to be filed with the SEC pursuant to the Exchange Act since January 1, 1994 (collectively, herein collectively as the "Company SEC Reports"). None of such Company SEC Reports, as As of their respective dates, contained the Company SEC Reports complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the Commission thereunder applicable to such Company SEC Reports. As of their respective dates, the Company SEC Reports did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each The audited consolidated financial statements and unaudited interim financial statements of the balance sheets (including the related notes and schedules) Company included in or incorporated by reference into the Company SEC Reports fairly presents comply as to form in all material respects with applicable accounting requirements and with the consolidated financial position of Company published rules and its consolidated subsidiaries as regulations of the respective dates thereofCommission with respect thereto. The financial statements included in the Company SEC Reports: (i) have been prepared in accordance with generally accepted accounting principles applied on a consistent basis, except as may be indicated therein or in the notes thereto and the other related statements (including the related notes and schedules) included or incorporated by reference therein fairly present the results of operations, retained earnings and the changes in financial position of Company and Company Subsidiaries for the respective periods or as of the respective dates set forth therein (subject, in the case of the unaudited interim financial statements, to normal year-end adjustmentsadjustments and any other adjustments described therein and the fact that certain information and notes have been condensed or omitted in accordance with the Exchange Act and the rules promulgated thereunder; (ii) present fairly, in all material respects, the financial position of the Company and its subsidiaries as at the dates thereof and the results of their operations and cash flows for the periods then ended; and (iii) are in all material respects in accordance with the books of account and records of the Company and its subsidiaries. As of June 30, 1998, there was no basis for any claim or liability of any nature against the Company or any of its subsidiaries, whether absolute, accrued, contingent or otherwise, which, alone or in the aggregate, has had, or would have, a Company Material Adverse Effect, other than as reflected in the Company SEC Report filed prior to the date of this Agreement. For the purposes of this Agreement, a "Company Material Adverse Effect" means a material adverse effect on the business, properties, assets, operations, condition (financial or otherwise), all customer relations, supplier relations, business prospects, liabilities or results of operations of the Company and its subsidiaries taken as a whole, other than any effects arising out of, resulting from or relating to changes in conformity with generally accepted accounting principles ("GAAP") consistently applied during the periods involved, except as otherwise noted thereingeneral economic or financial conditions.

Reports and Financial Statements. The Company has delivered to Purchaser each registration statement, schedule, report, proxy statement or information statement prepared by it since November 30, 1996 (-------------------------------- furnished Buyer with true and complete copies of the "Audit Date"), including, without limitation, Company's (i) Company's Annual Report on Form 10-K for the fiscal year ended November 30December 31, 1996 and 1996, as amended by Form 00- X/X Xx. 0 xxx Xxxx 00-X/X Xx. 0, as filed with the Commission, (ii) Company's Quarterly Report Reports on Form 10-Q for the quarterly period quarters ended February 28June 30, 1996, September 30, 1996, March 31, 1997 and June 30, 1997, each in the form (including exhibits and any amendments thereto) as filed with the SECCommission and (iii) all other reports on Form 8-K and registration statements declared effective by the Commission since February 16, and 1996, except registration statements on Form S-8 relating to employee benefit plans, which are all the documents (other than preliminary material) that the Company has timely filed all reports was required to be filed file with the SEC pursuant Commission since February 16, 1996 (all items in clauses (i) through (iii) being referred to the Exchange Act since January 1, 1994 (collectively, herein collectively as the "Company SEC Reports"). None of such Company SEC Reports, as As of their respective dates, contained the Company SEC Reports complied in all material respects with the requirements of the Securities Act, or the Exchange Act, as the case may be, and the rules and regulations of the Commission thereunder applicable to such Company SEC Reports. As of their respective dates, the Company SEC Reports did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were mere made, not misleading. Each As of their respective dates, the audited consolidated financial statements and unaudited interim financial statements of the balance sheets (including the related notes and schedules) Company included in or incorporated by reference into the Company SEC Reports fairly presents the consolidated financial position of Company and its consolidated subsidiaries as complied in all material respects with applicable accounting requirements of the respective dates thereofSecurities Act and the Exchange Act, and with the other related statements (including the related notes published rules and schedules) included or incorporated by reference therein fairly present the results of operations, retained earnings and the changes in financial position of Company and Company Subsidiaries for the respective periods or as regulations of the respective dates set forth Commission with respect thereto. The financial statements included in the Company SEC Reports (i) have been prepared in accordance with GAAP during the periods presented (except as may be indicated therein (subjector in the notes thereto or, in the case of the unaudited statements, subject to normal year-end adjustmentsaudit adjustments and except for the fact that such unaudited statements do not contain all notes required by GAAP), (ii) present fairly, in all in conformity with generally accepted accounting principles ("GAAP") consistently applied during material respects, the financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flow for the periods involved, then ended (except as may be indicated therein or in the notes thereto, or, in the case of the unaudited interim financial statements, subject to normal year-end audit adjustments and any other adjustments described therein and except for the fact that certain information and notes have been condensed or omitted in accordance with the Securities Act and the Exchange Act and the rules promulgated thereunder) and (iii) are, in all material respects, in accordance with the books of account and records of the Company. Neither the Company nor any of its Subsidiaries has any liability or is subject to any loss contingency that could reasonably be expected to have a Company Material Adverse Effect other than as reflected or disclosed in the financial statements or notes thereto included in the Company SEC Reports filed prior to the date hereof or as otherwise noted disclosed on Schedule 6.5 of the Company Disclosure Schedule. Any reports or other material filed by the Company with the Commission after the date hereof and prior to the Closing Date (other than preliminary material) shall be deemed to be included in the defined term "Company SEC Reports" for purposes of this Agreement and the Company shall be deemed to have made the representations set forth in this Section 6.5 in respect of such reports or other material and any financial statements set forth therein.

Reports and Financial Statements. (a) Since January 1, 1996, the Company has filed with the SEC all forms, statements, reports and documents (including all exhibits, post-effective amendments and supplements thereto) required to be filed by it under each of the Securities Act, the Exchange Act and the respective rules and regulations promulgated thereunder, all of which, as amended (if applicable), complied in all material respects, when filed with all applicable requirements of the appropriate act and the rules and regulations thereunder. The Company has previously delivered or made available to Purchaser each registration statementcopies (including all exhibits, schedule, report, proxy statement or information statement prepared by it since November 30, 1996 (the "Audit Date"), including, without limitation, post-effective amendments and supplements thereto) of its (i) Company's Annual Report Reports on Form 10-K for the year years ended November 30December 31, 1996 1999, December 31, 1998 and (ii) Company's Quarterly Report on Form 10-Q for the quarterly period ended February 28December 31, 1997, each in the form (including exhibits and any amendments thereto) as filed with the SEC; (ii) definitive proxy and information statements relating to all meetings of its stockholders (whether annual or special) from December 31, 1997 until the date hereof; and (iii) all other reports, including quarterly reports, and registration statements filed by the Company has timely filed all reports required to be filed with the SEC pursuant since December 31, 1997 (other than registration statements filed on Form S-8) (the documents referred to the Exchange Act since January 1in clauses (i), 1994 (collectively, ii) and (iii) being referred to as the "Company COMPANY SEC ReportsREPORTS"). None of such Company SEC Reports, as As of their respective datesdates (or to the extent amended or superseded by a subsequent filing, contained with respect to the information in such subsequent filing, or as of the date of the subsequent filing), the Company SEC Reports did not or will not (as the case may be) contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each The audited consolidated financial statements of the balance sheets (including the related notes and schedules) Company included in or incorporated by reference into the Company SEC Reports fairly presents Company's Annual Report on Form 10-K for the consolidated financial position of Company years ended December 31, 1999, December 31, 1998 and its consolidated subsidiaries as of the respective dates thereofDecember 31, 1997 and the other related unaudited consolidated interim financial statements (including included in the related notes and schedules) included or incorporated by reference therein fairly present the results of operations, retained earnings and the changes in financial position of Company and Company Subsidiaries Company's Quarterly Report on Form 10-Q for the respective periods or as of quarter ending September 30, 2000 (collectively, the respective dates set forth therein (subject, "COMPANY FINANCIAL STATEMENTS") have been prepared in the case of unaudited statements, to normal year-end adjustments), all in conformity accordance with United States generally accepted accounting principles ("GAAP") consistently applied during on a basis consistent with prior periods and fairly presented the consolidated financial position of the Company and the Company Subsidiaries as of the dates thereof and the related consolidated statement of operations, cash flows and stockholders' equity included in the Company SEC Reports fairly presented the consolidated results of operations of the Company and the Company Subsidiaries for the respective periods involvedthen ended (subject, except as otherwise noted thereinin the case of unaudited interim statements to normal year-end adjustments and the absence of certain footnote disclosures).

Reports and Financial Statements. The Company has delivered to Purchaser each registration statement, schedule, report, proxy statement or information statement prepared by it since November 30, 1996 (the "Audit Date"), including, without limitation, (i) Company's Annual Report on Form 10-K for the year ended November 30, 1996 and (ii) Company's Quarterly Report on Form 10-Q for the quarterly period ended February 28, 1997, each in the form (including exhibits and any amendments thereto) filed with the SEC, and Company has timely filed all reports required to be filed with the SEC pursuant to the Exchange Act since January 1all material forms, 1994 statements, reports and documents (collectivelyincluding all exhibits, posteffective amendments and supplements thereto) (the "Company SEC Reports"). None ) required to be filed by it on or before the date hereof under each of such Company SEC Reportsthe Securities Act of 1933, as amended, the Exchange Act and the respective rules and regulations thereunder. The Company Recent SEC Reports (as defined below), as amended if applicable, complied in all material respects with all applicable requirements of the appropriate act and the rules and regulations thereunder. As of their respective datesdates except as amended or supplemented prior to the date hereof, contained the Company Recent SEC Reports did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each The audited consolidated financial statements of the balance sheets (including the related notes and schedules) Company included in or incorporated by reference into the Company's Annual Report on Form 10-K for the twelve months ended December 31, 2002 and the unaudited financial statements of the Company SEC included in the Company's Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2003 and June 30, 2003 (collectively, the "Company Financial Statements") have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis (except as may be indicated therein or in the notes thereto) and fairly presents present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries Subsidiaries as of the respective dates thereof, thereof and the other related statements (including the related notes and schedules) included or incorporated by reference therein fairly present the results of operations, retained earnings their operations and the changes in financial position of Company and Company Subsidiaries for the respective periods or as of the respective dates set forth therein then ended (subject, in the case of the unaudited financial statements, to normal year-end adjustments). The Company's Annual Reports on Form 10-K for the twelve months ended December 31, all 2002, December 31, 2001 and December 31, 2000, and the Company's Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2003 and June 30, 2003 are collectively referred to as the "Company Recent SEC Reports". Since December 31, 2002, there has not been any change in conformity with generally accepted any method of accounting or accounting principles ("GAAP") consistently applied during or practice by the periods involvedCompany or any of its Subsidiaries, except as otherwise noted thereinfor any such change required by reason of a concurrent change in GAAP or Regulation S-X under the 1934 Act.

Reports and Financial Statements. (a) The Company has delivered to Purchaser each registration statement, schedule, report, proxy statement or information statement prepared by it since November 30, 1996 (furnished the "Audit Date"), including, without limitation, Investors with true and complete copies of the Company's (i) Company's Annual Report Reports on Form 10-K KSB for the year fiscal years ended November 30December 31, 1996 2000, as amended, December 31, 2001, as amended, and (ii) Company's Quarterly Report on Form 10-Q for the quarterly period ended February 28December 31, 19972002, each in the form (including exhibits and any amendments thereto) as amended, as filed with the SEC, (ii) Quarterly Reports on Form 10-QSB for the quarters ended March 30, 2003, June 29, 2003 and Company has timely filed all reports required to be September 28, 2003, as filed with the SEC pursuant SEC, (iii) proxy statements related to the Exchange Act all meetings of its stockholders (whether annual or special) held since January 1, 1994 2001, and (collectivelyiv) all other reports filed with or registration statements declared effective by the SEC since January 1, 2001, except registration statements on Form S-8 relating to employee benefit plans, which are all the documents (other than preliminary material) that the Company was required to file with the SEC since that date (clauses (i) through (iv) being referred to herein collectively as the "Company SEC Reports"). None The Company has timely made all filings required under the Exchange Act during the 12 months preceding the date of this Agreement. As of their respective dates, the Company SEC Reports were duly filed and complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Company SEC Reports, as including, but not limited to, the Xxxxxxxx-Xxxxx Act. As of their respective dates, contained the Company SEC Reports did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the balance sheets (including the related notes and schedules) included in or incorporated by reference into the Company SEC Reports fairly presents the consolidated financial position of Company and its consolidated subsidiaries as of the respective dates thereof, and the other related statements (including the related notes and schedules) included or incorporated by reference therein fairly present the results of operations, retained earnings and the changes in financial position of Company and Company Subsidiaries for the respective periods or as of the respective dates set forth therein (subject, in the case of unaudited statements, to normal year-end adjustments), all in conformity with generally accepted accounting principles ("GAAP") consistently applied during the periods involved, except as otherwise noted therein.

Reports and Financial Statements. Since February 1, 2001, the Company has delivered to Purchaser each registration statement, schedule, report, proxy statement or information statement prepared by it since November 30, 1996 (the "Audit Date"), including, without limitation, (i) Company's Annual Report on Form 10-K for the year ended November 30, 1996 and (ii) Company's Quarterly Report on Form 10-Q for the quarterly period ended February 28, 1997, each in the form (including exhibits and any amendments thereto) filed with the SECSEC all material forms, statements, reports and documents (including all exhibits, post-effective amendments and supplements thereto) (the “Company has timely filed all reports SEC Reports”) required to be filed with by it under each of the SEC pursuant to Securities Act, the Exchange Act since January 1and the respective rules and regulations thereunder, 1994 (collectively, the "Company SEC Reports"). None all of such Company SEC Reportswhich, as amended if applicable, complied when filed in all material respects with all applicable requirements of the appropriate act and the rules and regulations thereunder. As of their respective dates, contained the Company SEC Reports filed with the SEC prior to the date hereof did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except to the extent corrected by a subsequently filed Company SEC Report filed with the SEC prior to the date hereof. Each The audited consolidated financial statements and unaudited financial statements of the balance sheets (including the related notes and schedules) Company included in the Company’s Annual report on Form 10-K for the twelve months ended January 31, 2004, and the Company’s Quarterly Report on Form 10-Q for the quarterly period ended April 30, 2004 (collectively, the “Company Financial Statements”) have been prepared in accordance with generally accepted accounting principles applied on a consistent basis (except as may be indicated therein or incorporated by reference into in the Company SEC Reports notes thereto) and fairly presents present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the respective dates thereof, thereof and the other related statements (including the related notes and schedules) included or incorporated by reference therein fairly present the results of operations, retained earnings their operations and the changes in financial position of Company and Company Subsidiaries for the respective periods or as of the respective dates set forth therein then ended (subject, subject in the case of any unaudited interim financial statements, to normal year-end adjustments), all in conformity with generally accepted accounting principles ("GAAP") consistently applied during the periods involved, except as otherwise noted therein.

Reports and Financial Statements. Company Since November 34 21, 1986, Enterprises has delivered filed with the Securities and Exchange Commission ("SEC") all material forms, statements, reports and documents (including all exhibits, amendments and supplements thereto) required to Purchaser each registration statement, schedule, report, proxy statement or information statement prepared be filed by it since November 30under the Securities Act of 1933, 1996 as amended (the "Audit DateSecurities Act"), includingthe Securities Exchange Act of 1934, without limitationas amended (the "Exchange Act"), and the Trust Indenture Act of 1939, as amended, and the respective rules and regulations thereunder, all of which complied in all material respects with all applicable requirements of the appropriate acts and the rules and regulations thereunder. Enterprises has previously delivered to TBG copies of (i1) Company's its Annual Report Reports on Form 10-K for the year fiscal years ended November 30December 31, 1995, December 31, 1996 and December 31, 1997 (ii) Company's Quarterly Report on Form the "Enterprises 10-Q K"), together with a copy of the annual reports to stockholders for each such year, and (2) its Proxy Statement for the quarterly period ended February 28annual meeting of stockholders held April 17, 1997, each in the form (including exhibits and any amendments thereto) filed with the SEC, and Company has timely filed all reports required to be filed with the SEC pursuant to the Exchange Act since January 1, 1994 1998 (collectively, the "Company Enterprises SEC Reports"). None of such Company SEC Reports, as As of their respective dates, contained the Enterprises SEC Reports did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the balance sheets (audited consolidated financial statements and unaudited interim consolidated financial statements, including the any related notes and schedules) , of Enterprises included in or incorporated by reference into in such reports (the Company SEC Reports "Enterprises Financial Statements") have been prepared in accordance with GAAP applied on a consistent basis (except as may be indicated therein or in the notes thereto) and fairly presents present the consolidated financial position of Company Enterprises and its consolidated subsidiaries as of the respective dates thereof, thereof and the other related statements (including the related notes and schedules) included or incorporated by reference therein fairly present the results of operations, retained earnings their operations and the changes in financial position of Company and Company Subsidiaries for the respective periods or as of the respective dates set forth therein (then ended, subject, in the case of the unaudited interim financial statements, to normal year-end adjustments), all in conformity with generally accepted accounting principles ("GAAP") consistently applied during the periods involved, except as otherwise noted and audit adjustments and any other adjustments described therein.

Reports and Financial Statements. Company has delivered to Purchaser each registration statement, schedule, report, proxy statement or information statement prepared by it since November 30, 1996 (the "Audit Date"), including, without limitation, (i) Company's Annual Report on Form 10-K for the year ended November 30, 1996 and (ii) Company's Quarterly Report on Form 10-Q for the quarterly period ended February 28, 1997, each in the form (including exhibits and any amendments thereto) filed with the SEC, and The Company has timely filed all reports required to be filed with the SEC Securities and Exchange Commission (the "SEC") pursuant to the Exchange Act or the Securities Act since January 1December 31, 1994 1998 (collectively, the "COMPANY SEC REPORTS"), and has previously made available to Parent true and complete copies of all such Company SEC Reports"). None Such Company SEC Reports, as of their respective dates, complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as the case may be, and none of such Company SEC Reports, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each The consolidated financial statements of the balance sheets (including the related notes and schedules) Company included in or incorporated by reference into the Company SEC Reports fairly presents have been prepared in accordance with United States generally accepted accounting principles ("GAAP") consistently applied throughout the consolidated financial position periods indicated (except as otherwise noted therein or, in the case of Company and its consolidated subsidiaries unaudited statements, as permitted by Form 10-Q of the respective dates thereof, SEC) and the other related statements (including the related notes and schedules) included or incorporated by reference therein fairly present the results of operations, retained earnings and the changes in financial position of Company and Company Subsidiaries for the respective periods or as of the respective dates set forth therein (subject, in the case of unaudited statements, to normal recurring year-end adjustments), all in conformity with generally accepted accounting principles ("GAAP"adjustments and any other adjustments described therein) consistently applied during the consolidated financial position of the Company as at the dates thereof and the consolidated results of operations and cash flows of the Company for the periods involvedthen ended. Except as disclosed in the Company SEC Reports or on Schedule 4.5, except as otherwise noted thereinsince December 31, 2001, there has been no change in any of the significant accounting (including tax accounting) policies or procedures of the Company or any of its consolidated Subsidiaries.

Reports and Financial Statements. Company NAB has delivered to Purchaser each registration statement, schedule, report, proxy statement or information statement prepared by it since November 30, 1996 (the "Audit Date"), including, without limitation, Keystone -------------------------------- (i) CompanyNAB's Annual Report on Form 10-K for the year ended November 30December 31, 1996 1994 containing consolidated balance sheets of NAB at December 31, 1994 and 1993 and consolidated statements of income, stockholders' equity and cash flows of NAB for the three years ended December 31, 1994, all certified by Parente, Xxxxxxxx, Xxxxxxx, Xxxxx & Associates, independent auditors, (ii) CompanyNAB's Quarterly Report on Form 10-Q for the quarterly period quarter ended February 28March 31, 19971995 containing an unaudited consolidated balance sheet of NAB as of such date and unaudited consolidated statements of income and cash flows of NAB for the interim periods reflected therein and (iii) any Current Reports on Form 8-K filed by NAB since December 31, each 1994. All such reports (i) comply in the form (including exhibits and any amendments thereto) filed all material respects with the SEC, requirements of the Securities Exchange Act of 1934 (the "Exchange Act") and Company has timely filed all reports required to be filed with the rules and regulations of the SEC pursuant to the Exchange Act since January 1thereunder, 1994 (collectively, the "Company SEC Reports"). None of such Company SEC Reports, as of their respective dates, contained ii) do not contain any untrue statement of a material fact or omitted and (iii) do not omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the balance sheets (All such financial statements, including the related notes and schedules, have been prepared in accordance with generally accepted accounting principles applied on a consistent basis (except as indicated therein) included in or incorporated by reference into the Company SEC Reports and fairly presents present the consolidated financial position condition, assets and liabilities of Company and its consolidated subsidiaries as of NAB at the respective dates thereof, thereof and the other related statements (including the related notes and schedules) included or incorporated by reference therein fairly present the consolidated results of operations, retained earnings stockholders' equity and the changes in financial position cash flows of Company and Company Subsidiaries NAB for the respective periods or as of the respective dates set forth therein (stated therein, subject, in the case of unaudited the interim financial statements, to normal and recurring year-end adjustments), audit adjustments and except that the interim financial statements do not contain all in conformity with of the notes required by generally accepted accounting principles ("GAAP") consistently applied during the periods involved, except as otherwise noted thereinprinciples.

Reports and Financial Statements. Company has delivered to Purchaser each registration statement, schedule, report, proxy statement or information statement prepared by it since November 30, 1996 (the "Audit Date"), including, without limitation, (i) Company's Annual Report on Form 10-K for the year ended November 30, 1996 and (ii) Company's Quarterly Report on Form 10-Q for the quarterly period ended February 28, 1997, each in the form (including exhibits and any amendments thereto) filed with the SEC, and Company Each of Arvix xxx its Subsidiaries has timely filed all reports registration statements, prospectuses, reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the Exchange Act since January 1, 1994 1998 (collectively, including all exhibits thereto, the "Company SEC Arvix XXX Reports"). No Subsidiary of Arvix xx required to file any form, report, registration statement, prospectus or other document with the SEC. None of such Company SEC the Arvix XXX Reports, as of their respective datesdates (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the balance sheets financial statements (including the related notes and schedulesnotes) included in or incorporated by reference into the Company SEC Arvix XXX Reports fairly presents presents, in all material respects, the consolidated financial position and consolidated results of Company operations and cash flows of Arvix xxx its consolidated subsidiaries Subsidiaries as of the respective dates thereof, and the other related statements (including the related notes and schedules) included or incorporated by reference therein fairly present the results of operations, retained earnings and the changes in financial position of Company and Company Subsidiaries for the respective periods or as of the respective dates set forth therein (subject, in the case of unaudited statements, to normal year-end adjustments)therein, all in conformity with generally accepted 20 25 accounting principles ("GAAP") consistently applied during the periods involved, involved except as otherwise noted therein, and subject, in the case of unaudited interim financial statements, to normal and recurring year-end adjustments that have not been and are not expected to be material in amount. All Arvix XXX Reports, as of their respective dates (and as of the date of any amendment to the respective Arvix XXX Report), complied as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder.

Reports and Financial Statements. Since January 1, 1994, the Company has filed with the SEC all material forms, statements, reports and documents (including all exhibits, amendments and supplements thereto) required to be filed by it under each of the Securities Act, the Exchange Act and the respective rules and regulations thereunder, all of which complied in all material respects with all applicable requirements of the appropriate act and the rules and regulations thereunder. The Company has previously delivered to Purchaser each registration statement, schedule, report, proxy statement or information statement prepared by it since November 30, 1996 Parent copies of its (the "Audit Date"), including, without limitation, (ia) Company's Annual Report Reports on Form 10-K for the fiscal year ended November 30December 31, 1996 1996, and (ii) Company's Quarterly Report on Form 10-Q for each of the quarterly period ended February 28two immediately preceding fiscal years, 1997, each in the form (including exhibits and any amendments thereto) as filed with the SEC, (b) proxy and information statements relating to (i) all meetings of its stockholders (whether annual or special) and (ii) actions by written consent in lieu of a stockholders' meeting from January 1, 1997, until the date hereof, and (c) all other reports, including quarterly reports, or registration statements filed by the Company has timely filed all reports required to be filed with the SEC pursuant to the Exchange Act since January 1, 1994 1997 (collectivelyother than Registration Statements filed on Form S-8) (the documents referred to in clauses (a), (b) and (c) and collectively referred to as the "Company SEC Reports"). None of such Company SEC Reports, as As of their respective dates, contained the Company SEC Reports did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each The audited consolidated financial statements and unaudited interim consolidated financial statements of the balance sheets (including the related notes and schedules) Company included in such reports (collectively, the "Company Financial Statements") have been prepared in accordance with generally accepted accounting principles applied on a consistent basis (except as may be indicated therein or incorporated by reference into in the Company SEC Reports notes thereto) and fairly presents present the consolidated financial position of the Company and its consolidated subsidiaries as of the respective dates thereof, thereof and the other related statements (including the related notes and schedules) included or incorporated by reference therein fairly present the results of operations, retained earnings their operations and the changes in financial position of Company and Company Subsidiaries for the respective periods or as of the respective dates set forth therein (then ended, subject, in the case of the unaudited interim financial statements, to normal year-end adjustments), all in conformity with generally accepted accounting principles ("GAAP") consistently applied during the periods involved, except as otherwise noted and audit adjustments and any other adjustments described therein.

Reports and Financial Statements. Except as set forth on Schedule 5.5 attached hereto, since December 20, 1995, the Company has filed ------------ with the SEC all material forms, statements, reports and documents (including all exhibits, amendments and supplements thereto) required to be filed by it under each of the Securities Act, the Exchange Act and the respective rules and regulations thereunder, all of which, as amended if applicable, complied in all material respects with all applicable requirements of the appropriate act and the rules and regulations thereunder. The Company has previously delivered to Purchaser each registration statement, schedule, report, proxy statement or information statement prepared by it since November 30, 1996 Parent copies of its (the "Audit Date"), including, without limitation, (ia) Company's Annual Report on Form 10-K for the fiscal year ended November 30December 31, 1996 and (ii) Company's Quarterly Report on Form 10-Q for the quarterly period ended February 281995, 1997, each in the form (including exhibits and any amendments thereto) as filed with the SEC, (b) proxy and information statements relating to (i) all meetings of its stockholders (whether annual or special) and (ii) actions by written consent in lieu of a stockholders' meeting, if any, from December 20, 1995 until the date hereof, and (c) all other reports, including quarterly reports, or registration statements filed by the Company has timely filed all reports required to be filed with the SEC pursuant since December 20, 1995 (other than registration statements filed on Form S-3/S- 8) (the documents referred to the Exchange Act since January 1in clauses (a), 1994 (collectively, b) and (c) are collectively referred to as the "Company SEC Reports"). None of such Company SEC Reports, as As of their respective dates, contained the Company SEC Reports did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each The audited consolidated financial statements and unaudited interim consolidated financial statements of the balance sheets (including the related notes and schedules) Company included in such reports (collectively, the "Company Financial Statements") have been prepared in accordance with generally accepted accounting principles applied on a consistent basis (except as may be indicated therein or incorporated by reference into in the Company SEC Reports notes thereto) and fairly presents present the consolidated financial position of the Company and its consolidated subsidiaries as of the respective dates thereof, thereof and the other related statements (including the related notes and schedules) included or incorporated by reference therein fairly present the results of operations, retained earnings their operations and the changes in financial position of Company and Company Subsidiaries for the respective periods or as of the respective dates set forth therein (then ended, subject, in the case of the unaudited interim financial statements, to normal year-end adjustments), all in conformity with generally accepted accounting principles ("GAAP") consistently applied during the periods involved, except as otherwise noted and audit adjustments and any other adjustments described therein.

Reports and Financial Statements. Since January 1, 1998, the Company has delivered to Purchaser each registration statementfiled with the SEC all material forms, schedulestatements, reportreports and documents (including all exhibits, proxy statement or information statement prepared by it since November 30, 1996 posteffective amendments and supplements thereto) (the "Audit DateCOMPANY SEC REPORTS"), including, without limitation, (i) Company's Annual Report on Form 10-K for the year ended November 30, 1996 and (ii) Company's Quarterly Report on Form 10-Q for the quarterly period ended February 28, 1997, each in the form (including exhibits and any amendments thereto) filed with the SEC, and Company has timely filed all reports required to be filed with by it under each of the SEC pursuant to Securities Act of 1933, as amended, the Exchange Act since January 1and the respective rules and regulations thereunder, 1994 (collectively, the "Company SEC Reports"). None all of such Company SEC Reportswhich, as amended if applicable, complied in all material respects with all applicable requirements of the appropriate act and the rules and regulations thereunder. As of their respective datesdates except as amended or supplemented prior to the date hereof, contained the Company SEC Reports did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each The audited consolidated financial statements of the balance sheets (including the related notes and schedules) Company included in or incorporated by reference into the Company's Annual Report on Form 10-K for the twelve months ended December 31, 1999 and the unaudited financial statements of the Company SEC Reports included in the Company's Quarterly Report on Form 10-Q (the "COMPANY 10-Q") for the quarterly period ended March 31, 2000 (collectively, the "COMPANY FINANCIAL STATEMENTS") have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis (except as may be indicated therein or in the notes thereto) and fairly presents present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the respective dates thereof, thereof and the other related statements (including the related notes and schedules) included or incorporated by reference therein fairly present the results of operations, retained earnings their operations and the changes in financial position of Company and Company Subsidiaries for the respective periods or as of the respective dates set forth therein then ended (subject, in the case of the unaudited financial statements, to normal year-end adjustments). The Company's Annual Report on Form 10-K for the twelve months ended December 31, all in conformity with generally accepted accounting principles (1999, the Company 10-Q and the Current Report on Form 8-K filed by the Company on June 5, 2000 are collectively referred to as the "GAAPCOMPANY RECENT SEC REPORTS") consistently applied during the periods involved, except as otherwise noted therein.

Reports and Financial Statements. The Company has delivered made available to the Purchaser each registration statementcomplete and accurate copies, scheduleas amended or supplemented, reportof its (a) Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, proxy statement or information statement prepared by it since November 1999, June 30, 1996 1999 and September 30, 1999, as filed with the Securities and Exchange Commission (the "Audit DateCommission"), including(b) Current Reports on Form 8-K dated February 9, without limitation1999, February 18, 1999, March 29, 1999, April 2, 1999, May 10, 1999, June 4, 1999 and July 2, 1999 and (ic) Company's Annual Report on Form 10-K for the fiscal year ended November 30December 31, 1996 1998, as amended, (such reports described in the immediately preceding clauses (a), (b) and (iic) Company's Quarterly Report on Form 10-Q for are collectively referred to herein as the quarterly period ended February 28, 1997, each in "Company Reports"). The Company Reports constitute all of the form (including exhibits and any amendments thereto) filed with the SEC, and Company has timely filed all reports documents required to be filed by the Company under Section 13 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), with the SEC pursuant to the Exchange Act Commission since January 1December 31, 1994 (collectively, the "Company SEC Reports")1998. None of such Company SEC Reports, as As of their respective dates, contained the Company Reports did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein herein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each Since the date of the balance sheets (including latest filed Company Report, the related notes Company has not been required to file a Current Report on Form 8-K under the Exchange Act. The audited financial statements and schedules) unaudited interim financial statements of the Company included in or incorporated by reference into the Company SEC Reports fairly presents (i) comply in all material respects with applicable accounting requirements and the consolidated financial position of Company published rules and its consolidated subsidiaries as regulations of the respective dates thereofCommission with respect thereto, and the other related statements (including the related notes and schedulesii) included or incorporated by reference therein fairly present the results of operations, retained earnings and the changes have been prepared in financial position of Company and Company Subsidiaries for the respective periods or as of the respective dates set forth therein (subject, in the case of unaudited statements, to normal year-end adjustments), all in conformity accordance with United States generally accepted accounting principles ("GAAP") consistently applied during on a consistent basis throughout the periods involved, covered thereby (except as otherwise noted may be indicated therein or in the notes thereto, and in the case of quarterly financial statements, as permitted by Form 10-Q under the Exchange Act), (iii) fairly present the consolidated financial condition, results of operations and cash flows of the Company as of the respective dates thereof and for the periods referred to therein, and (iv) are substantially consistent with the books and records of the Company.

Reports and Financial Statements. The Company has delivered to Purchaser previously furnished Parent with true and complete copies, for each registration statementof the Company and Leviathan Gas Pipeline Partners, schedule, report, proxy statement or information statement prepared by it since November 30, 1996 L.P. (the "Audit DateLeviathan"), including, without limitation, of its (i) Company's Annual Report Reports on Form 10-K for the year fiscal years ended November June 30, 1996 and June 30, 1997 (in the case of the Company) and for the fiscal years ended December 31, 1996 and December 31, 1995 (in the case of Leviathan), in each case, as filed with the Commission, (ii) Company's Quarterly Report on Form 10-Q for the quarterly period quarters ended February 28September 30, 1997 and December 31, 1997, each in the form (including exhibits and any amendments thereto) as filed with the SECCommission, (iii) proxy statements related to all meetings of its stockholders or to the extent applicable, limited partners (whether annual or special) since December 31, 1995 and (iv) all other reports or registration statements filed by the Company has timely filed or Leviathan with the Commission since June 30, 1996 (in the case of the Company) and since December 31, 1995 (in the case of Leviathan), except for preliminary material (in the case of clauses (iii) and (iv) above) and except for registration statements on Form S-8 relating to employee benefit plans and annual reports on Form 11-K with respect to such plans, which are all reports the documents that the Company or Leviathan were required to be filed file with the SEC pursuant Commission since that date (the documents in clauses (i) through (iv) being referred to the Exchange Act since January 1, 1994 (collectively, herein collectively as the "Company Group SEC Reports"). None of such Company SEC Reports, as As of their respective dates, contained the Company Group SEC Reports complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the Commission thereunder applicable to such Company Group SEC Reports. As of their respective dates, the Company Group SEC Reports did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each The audited consolidated financial statements and unaudited interim financial statements of the balance sheets (including Company or Leviathan, as the related notes and schedules) case may be, included in or incorporated by reference into the Company Group SEC Reports fairly presents comply as to form in all material respects with applicable accounting requirements and with the consolidated published rules and regulations of the Commission with respect thereto. The financial statements included in the Company Group SEC Reports have been prepared in accordance with generally accepted accounting principles applied on a consistent basis (except as may be indicated therein or in the notes thereto); present fairly, in all material respects, the financial position of the Company and its consolidated subsidiaries as of the respective dates thereofor Leviathan, and their respective Subsidiaries, as the other related statements (including case may be, as at the related notes dates thereof and schedules) included or incorporated by reference therein fairly present the results of operations, retained earnings their operations and the changes in financial position of Company and Company Subsidiaries cash flows for the respective periods or as of the respective dates set forth therein (then ended subject, in the case of the unaudited interim financial statements, to normal year-end adjustments), adjustments and any other adjustments described therein and the fact that certain information and notes have been condensed or omitted in accordance with the Exchange Act and the rules promulgated thereunder; and are in all material respects in conformity accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved, except as otherwise noted therein.books of account and records of the Company or Leviathan and their respective Subsidiaries. Section 3.6

Reports and Financial Statements. Company The Buyer has delivered previously furnished or made available to Purchaser each registration statementAEI complete and accurate copies, scheduleas amended or supplemented, report, proxy statement or information statement prepared by it since November 30, 1996 of its (the "Audit Date"), including, without limitation, (ia) Company's Annual Report on Form 10-K for the fiscal year ended November April 30, 1996 and (ii) Company's Quarterly Report on Form 10-Q for the quarterly period ended February 281999, 1997, each in the form (including exhibits and any amendments thereto) as filed with the SEC, and Company has timely (b) all other reports filed by it under Section 13 of the Exchange Act with the SEC since April 30, 1999 (such reports are collectively referred to herein as the "Buyer Reports"). The Buyer Reports constitute all reports of the documents required to be filed by it under Section 13 of the Exchange Act with the SEC pursuant to the Exchange Act since January 1April 30, 1994 (collectively, the "Company SEC Reports")1999. None of such Company SEC Reports, as As of their respective dates, contained the Buyer Reports did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each The audited financial statements and unaudited interim financial statements of the balance sheets (including the related notes and schedules) Buyer included in the Buyer Reports (i) comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (ii) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby (except as may be indicated therein or incorporated in the notes thereto, and in the case of quarterly financial statements, as permitted by reference into Form 10-Q under the Company SEC Reports Exchange Act), (iii) fairly presents present the consolidated financial position condition, results of Company operations and its consolidated subsidiaries cash flows of the Buyer as of the respective dates thereofthereof and for the periods referred to therein, and (iv) are consistent with the other related statements (including the related notes books and schedules) included or incorporated by reference therein fairly present the results of operations, retained earnings and the changes in financial position of Company and Company Subsidiaries for the respective periods or as records of the respective dates set forth therein (subject, in the case of unaudited statements, to normal year-end adjustments), all in conformity with generally accepted accounting principles ("GAAP") consistently applied during the periods involved, except as otherwise noted thereinBuyer.

Reports and Financial Statements. Since January 1, 1998, the Company has delivered to Purchaser each registration statement, schedule, report, proxy statement or information statement prepared by it since November 30, 1996 (the "Audit Date"), including, without limitation, (i) Company's Annual Report on Form 10-K for the year ended November 30, 1996 and (ii) Company's Quarterly Report on Form 10-Q for the quarterly period ended February 28, 1997, each in the form (including exhibits and any amendments thereto) filed with the SECSEC all forms, statements and Company has timely filed reports (including all reports post-effective amendments and supplements thereto) and all material documents required to be filed with the SEC pursuant to the Exchange Act since January 1, 1994 as exhibits thereto (collectively, the "Company COMPANY SEC ReportsREPORTS"). None ) required to be filed by it under each of such Company SEC Reportsthe Securities Act of 1933, as amended, the Exchange Act and the respective rules and regulations thereunder, all of which, as amended if applicable, complied in all material respects with all applicable requirements of the appropriate act and the rules and regulations thereunder. As of their respective datesdates except as amended or supplemented prior to the date hereof, contained the Company SEC Reports did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each The audited consolidated financial statements of the balance sheets (including the related notes and schedules) Company included in or incorporated by reference into the Company SEC Reports fairly presents the consolidated financial position of Company and its consolidated subsidiaries as of the respective dates thereof, and the other related statements (including the related notes and schedules) included or incorporated by reference therein fairly present the results of operations, retained earnings and the changes were prepared in financial position of Company and Company Subsidiaries for the respective periods or as of the respective dates set forth therein (subject, in the case of unaudited statements, to normal year-end adjustments), all in conformity accordance with United States generally accepted accounting principles ("GAAP") consistently applied during on a consistent basis (except as may be indicated therein or in the notes thereto) and fairly present in all material respects the financial position of the Company and its subsidiaries as of the dates thereof and the results of their operations and changes in financial position for the periods involvedthen ended. The Company's Annual Report on Form 10-K for the twelve months ended December 31, except 1999, the Company's Quarterly Report on Form 10-Q (the Company 10-Q") for the quarterly period ended September 30, 2000 (collectively, the "Company Financial Statements") are collectively referred to as otherwise noted thereinthe "COMPANY RECENT SEC REPORTS".

Reports and Financial Statements. Company The Buyer has previously delivered to Purchaser each registration statement, schedule, report, proxy statement or information statement prepared by it since November 30, 1996 the Shareholders copies of its (the "Audit Date"), including, without limitation, (ia) Company's Annual Report on Form 10-K KSB for the fiscal year ended November ending June 30, 1996 and 2003, as amended, (iib) Company's Quarterly Report on Form 10-Q for the quarterly period quarter ended February 28December 31, 19972003 and (c) all other reports or registration statements filed by the Buyer with the Securities and Exchange Commission (the "Commission") since December 31, each in the form 2003, including all such amendments thereto (including exhibits such reports and other filings, together with any amendments or supplements thereto) filed , are collectively referred to herein as the "Buyer Reports"). Since March 31, 2003, and with the SECexception of its Form 10-Q for the quarter ended March 31, and Company 2004 (which was filed on June 8, 2004), the Buyer has timely filed all reports forms, reports, schedules, statements and documents with the Commission required to be filed with the SEC by it pursuant to the Exchange Act since January 1federal securities laws and Commission rules and regulations promulgated thereunder, 1994 (collectivelyand all such forms, the "Company SEC Reports"). None of such Company SEC Reportsreports, schedules, statements and documents, as amended, filed with the Commission have complied in all material respects with all applicable provisions of the federal securities laws and the Commission rules and regulations promulgated thereunder. As of their respective dates, contained the Buyer Reports did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each The audited financial statements and unaudited interim financial statements of the balance sheets (including the related notes and schedules) Buyer included in the Buyer Reports (together, the "Buyer Financial Statements") have been prepared in accordance with GAAP applied on a consistent basis (except as may be indicated therein or incorporated by reference into in the Company SEC Reports notes thereto) and fairly presents and accurately present the consolidated financial position of Company the Buyer and its consolidated subsidiaries as of the respective dates thereof, thereof and the other related statements (including the related notes and schedules) included or incorporated by reference therein fairly present the consolidated results of operations, retained earnings operations and the changes in financial position of Company and Company Subsidiaries for the respective periods or as of the respective dates set forth therein (subject, in the case of unaudited statements, to normal year-end adjustments), all in conformity with generally accepted accounting principles ("GAAP") consistently applied during the periods involved, except as otherwise noted thereinthen ended.

Reports and Financial Statements. The Company has delivered previously furnished or made available to Purchaser each registration statementthe Buyer complete and accurate copies, scheduleas amended or supplemented, report, proxy statement or information statement prepared by it since November 30, 1996 of its (the "Audit Date"), including, without limitation, (ia) Company's Annual Report on Form 10-K for the year fiscal years ended November 30July 31, 1996 1994, and (ii) Company's Quarterly Report on Form 10-Q for the quarterly period ended February 28July 31, 19971995, each in the form (including exhibits and any amendments thereto) as filed with the Securities and Exchange Commission (the "SEC"), (b) proxy statements relating to all meetings of its stockholders (whether annual or special) since July 31, 1994, and (c) all other reports or registration statements, other than Registration Statements on Form S-8, filed by the Company has timely with the SEC since July 31, 1994 (such annual reports, proxy statements, registration statements and other filings, together with any amendments or supplements thereto, are collectively referred to in this Agreement as the "Company Reports"). The Company Reports constitute all of the documents filed all reports or required to be filed by the Company with the SEC pursuant to the Exchange Act since January 1July 31, 1994 (collectively1994, the "Company SEC Reports")other than any Registration Statement on Form S-8. None of such Company SEC Reports, as As of their respective dates, contained the Company Reports filed since July 31, 1994, did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each The audited financial statements and unaudited interim financial statements of the balance sheets (including the related notes and schedules) Company included in or incorporated by reference into the Company SEC Reports fairly presents filed since July 31, 1994 (together, the consolidated financial position of Company "Financial Statements"), (i) comply as to form in all material respects with applicable accounting requirements and its consolidated subsidiaries as the published rules and regulations of the respective dates thereofSEC with respect thereto, and the other related statements (including the related notes and schedulesii) included or incorporated by reference therein fairly present the results of operations, retained earnings and the changes have been prepared in financial position of Company and Company Subsidiaries for the respective periods or as of the respective dates set forth therein (subject, in the case of unaudited statements, to normal year-end adjustments), all in conformity accordance with United States generally accepted accounting principles ("GAAP") consistently applied during on a consistent basis throughout the periods involved, covered thereby (except as otherwise noted therein.may be indicated therein or in the notes thereto, and in the case of quarterly financial statements, as permitted by Form 10-Q under the Exchange Act), (iii) fairly present the consolidated financial condition, results of operations and cash flows of the Company and the Subsidiaries as of the respective dates thereof and for the periods referred to

Reports and Financial Statements. Since January 1, 2000, the Company has delivered to Purchaser each registration statement, schedule, report, proxy statement or information statement prepared by it since November 30, 1996 (the "Audit Date"), including, without limitation, (i) Company's Annual Report on Form 10-K for the year ended November 30, 1996 and (ii) Company's Quarterly Report on Form 10-Q for the quarterly period ended February 28, 1997, each in the form (including exhibits and any amendments thereto) filed with the SEC, and Company has timely filed all reports required to be filed with the SEC pursuant to the Exchange Act since January 1all material forms, 1994 statements, reports and documents (collectivelyincluding all exhibits, posteffective amendments and supplements thereto) (the "Company SEC Reports"). None ) required to be filed by it under each of such Company SEC Reportsthe Securities Act and the Exchange Act, all of which, as amended if applicable, complied in all material respects with all applicable requirements of the appropriate act. As of their respective datesfiling dates except as amended or supplemented prior to the date hereof, contained in which case as of the filing date of that amendment or supplement, the Company SEC Reports did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each The audited consolidated financial statements of the balance sheets (including the related notes and schedules) Company included in or incorporated by reference into the Company's Annual Report on Form 10-K for the twelve months ended December 31, 2002 and the unaudited financial statements of the Company SEC Reports included in the Company's Quarterly Report on Form 10-Q (the "Company 10-Q") for the quarterly period ended March 31, 2003 (collectively, the "Company Financial Statements") have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis (except as may be indicated therein or in the notes thereto) and fairly presents present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries Subsidiaries as of the respective dates thereof, thereof and the other related statements (including the related notes and schedules) included or incorporated by reference therein fairly present the results of operations, retained earnings their operations and the changes in financial position of Company and Company Subsidiaries for the respective periods or as of the respective dates set forth therein then ended (subject, in the case of the unaudited financial statements, to normal year-end adjustments). The Company's Annual Report on Form 10-K for the twelve months ended December 31, all 2002, the Company 10-Q and the Current Report on Form 8-K filed by the Company on April 24, 2003 are collectively referred to as the "Company Recent SEC Reports". Since December 31, 2002, there has not been any change in conformity with generally accepted any method of accounting or accounting principles ("GAAP") consistently applied during or practice by the periods involvedCompany or any of its Subsidiaries, except as otherwise noted thereinfor any such change required by reason of a concurrent change in GAAP or Regulation S-X under the Exchange Act.

Reports and Financial Statements. Since January 1, 1998, the Company has delivered to Purchaser each registration statement, schedule, report, proxy statement or information statement prepared by it since November 30, 1996 (the "Audit Date"), including, without limitation, (i) Company's Annual Report on Form 10-K for the year ended November 30, 1996 and (ii) Company's Quarterly Report on Form 10-Q for the quarterly period ended February 28, 1997, each in the form (including exhibits and any amendments thereto) filed with the SEC, and Company has timely filed all reports required to be filed with the SEC pursuant to the Exchange Act since January 1all material forms, 1994 statements, reports and documents (collectivelyincluding all exhibits, posteffective amendments and supplements thereto) (the "Company SEC Reports"). None ) required to be filed by it under each of such Company SEC Reportsthe Securities Act of 1933, as amended, the Exchange Act and the respective rules and regulations thereunder, all of which, as amended if applicable, complied in all material respects with all applicable requirements of the appropriate act and the rules and regulations thereunder. As of their respective datesdates except as amended or supplemented prior to the date hereof, contained the Company SEC Reports did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each The audited consolidated financial statements of the balance sheets (including the related notes and schedules) Company included in or incorporated by reference into the Company's Annual Report on Form 10-K for the twelve months ended December 31, 1999 and the unaudited financial statements of the Company SEC Reports included in the Company's Quarterly Report on Form 10- Q (the "Company 10-Q") for the quarterly period ended March 31, 2000 (collectively, the "Company Financial Statements") have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis (except as may be indicated therein or in the notes thereto) and fairly presents present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the respective dates thereof, thereof and the other related statements (including the related notes and schedules) included or incorporated by reference therein fairly present the results of operations, retained earnings their operations and the changes in financial position of Company and Company Subsidiaries for the respective periods or as of the respective dates set forth therein then ended (subject, in the case of the unaudited financial statements, to normal year-end adjustments). The Company's Annual Report on Form 10-K for the twelve months ended December 31, all in conformity with generally accepted accounting principles (1999, the Company 10-Q and the Current Report on Form 8-K filed by the Company on June 5, 2000 are collectively referred to as the "GAAPCompany Recent SEC Reports") consistently applied during the periods involved, except as otherwise noted therein.

Reports and Financial Statements. Company (a) The Seller has delivered previously furnished or made available to Purchaser each registration statementthe Buyer true, schedulecomplete and accurate copies, reportas amended or supplemented, proxy statement or information statement prepared by it since November 30, 1996 of its (the "Audit Date"), including, without limitation, (ia) Company's Annual Report Reports on Form 10-K for the year fiscal years ended November 30December 31, 1996 1996, 1997 and (ii) Company's Quarterly Report on Form 10-Q for the quarterly period ended February 28, 1997, each in the form (including exhibits and any amendments thereto) 1998 as filed with the Securities and Exchange Commission (the "SEC"), and Company has timely filed (b) proxy statements relating to all reports required to be filed with the SEC pursuant to the Exchange Act meetings of its stockholders (whether annual or special) since January 1, 1994 1995 and (collectivelyc) all other reports or registration statements, other than Registration Statements on Form S-8, filed by the Seller with the SEC since January 1, 1995 (such annual and quarterly reports, proxy statements, registration statements and other filings, together with any amendments or supplements thereto, are collectively referred to herein as the "Company SEC Reports"). None of such Company SEC Reports, as As of their respective dates, contained the Company Reports complied in all material respects with applicable SEC requirements and did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each The audited financial statements and unaudited interim financial statements of the balance sheets (including the related notes and schedules) Seller included in or incorporated by reference into the Company SEC Reports fairly presents (together, the consolidated financial position of Company and its consolidated subsidiaries "Financial Statements"), as of the respective dates date of filing thereof, (i) complied as to form in all material respects with applicable accounting requirements and the other related statements (including the related notes published rules and schedules) included or incorporated by reference therein fairly present the results of operations, retained earnings and the changes in financial position of Company and Company Subsidiaries for the respective periods or as regulations of the respective dates set forth therein SEC with respect thereto, (subject, ii) were prepared in the case of unaudited statements, to normal year-end adjustments), all in conformity accordance with United States generally accepted accounting principles ("GAAP") consistently applied during on a consistent basis throughout the periods involved, covered thereby (except as may be indicated therein or in the notes thereto, (iii) presented fairly the consolidated financial position of the Seller and its consolidated subsidiaries as of the dates thereof and their consolidated results of operations and cash flows for the periods then ended and (iv) were consistent with the books and records of the Company. (b) The Seller has made available to the Buyer true, correct and complete copies of the audited accounts of BSA relating to the financial years ended December 31, 1996, 1997 and 1998, together with the Annexes thereto (the "BSA Accounts"). The BSA Accounts have been prepared on the basis of a going concern and conform to the French "Plan Comptable"; they give a true and fair view of BSA's financial position and of its results for the relevant date and financial year; in particular, as at December 31, 1998 there were no assets necessary for the running of the business of BSA or any off-balance sheet liabilities which are not revealed or reflected in the BSA Accounts or disclosed on Schedule 2.6. The BSA Accounts make appropriate provision for bad or doubtful debts and for the depreciation of Inventory. Neither the Seller nor BSA has received notice in writing or a written warning from an official body or from its auditors concerning a failure to observe legal requirements relating to the preparation of the BSA Accounts. BSA owned, at each date to which the BSA Accounts referred, without any dispute, limit or reservation of whatever nature, all of the tangible assets which appear in the relevant BSA Accounts, and will own such assets at Closing. The preparation of the BSA Accounts has not been subject to any significant change as to the accounting methods, principles or practices used by the BSA and/or Seller, or to a specific accounting practice (in particular, without limitation, in respect of the accounting principles, the notes to the accounts relating to reserves, to depreciation and to rates A-8 15 used), which would otherwise noted therein.give a misleading comparison between the accounts for one period and the next. The BSA Accounts for the financial year ended December 31, 1998 have been prepared on a basis consistent with the BSA Accounts for the financial years ended December 31, 1996 and 1997 and present fairly BSA's financial position and its results at the date and for the period concerned. 2.6

Reports and Financial Statements. Company has delivered to Purchaser each registration statement, schedule, report, proxy statement or information statement prepared by it since November 30, 1996 (the "Audit Date"), including, without limitation, (i) The Company has furnished the Investors with true and complete copies of the Company's ’s (i) Annual Report Reports on Form 10-K KSB for the year fiscal years ended November 30December 31, 1996 2000, as amended, December 31, 2001, as amended, and (ii) Company's Quarterly Report on Form 10-Q for the quarterly period ended February 28December 31, 19972002, each in the form (including exhibits and any amendments thereto) as amended, as filed with the SEC, (ii) Quarterly Reports on Form 10-QSB for the quarters ended March 30, 2003, June 29, 2003 and Company has timely filed all reports required to be September 28, 2003, as filed with the SEC pursuant SEC, (iii) proxy statements related to the Exchange Act all meetings of its stockholders (whether annual or special) held since January 1, 1994 2001, and (collectivelyiv) all other reports filed with or registration statements declared effective by the SEC since January 1, 2001, except registration statements on Form S-8 relating to employee benefit plans, which are all the "documents (other than preliminary material) that the Company was required to file with the SEC since that date (clauses (i) through (iv) being referred to herein collectively as the “Company SEC Reports"”). None The Company has timely made all filings required under the Exchange Act during the 12 months preceding the date of this Agreement. As of their respective dates, the Company SEC Reports were duly filed and complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Company SEC Reports, as including, but not limited to, the Xxxxxxxx-Xxxxx Act. As of their respective dates, contained the Company SEC Reports did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the balance sheets (including the related notes and schedules) included in or incorporated by reference into the Company SEC Reports fairly presents the consolidated financial position of Company and its consolidated subsidiaries as of the respective dates thereof, and the other related statements (including the related notes and schedules) included or incorporated by reference therein fairly present the results of operations, retained earnings and the changes in financial position of Company and Company Subsidiaries for the respective periods or as of the respective dates set forth therein (subject, in the case of unaudited statements, to normal year-end adjustments), all in conformity with generally accepted accounting principles ("GAAP") consistently applied during the periods involved, except as otherwise noted therein.

Reports and Financial Statements. Company has delivered to Purchaser each registration statement, schedule, report, proxy statement or information statement prepared by it since November 30, 1996 (the "Audit Date"), including, without limitation, (i) Company's Annual Report on Form 10-K for the year ended November 30, 1996 and (ii) Company's Quarterly Report on Form 10-Q for the quarterly period ended February 28, 1997, each in the form (including exhibits and any amendments thereto) filed with the SEC, and The Company has timely filed all reports required to be filed with the SEC Securities and Exchange Commission (the "SEC") pursuant to the Exchange Act or the Securities Act since January 1December 31, 1994 1998 (collectively, the "Company SEC Reports"), and has previously made available to Parent true and complete copies of all such Company SEC Reports. None Such Company SEC Reports, as of their respective dates, complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as the case may be, and none of such Company SEC Reports, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each The consolidated financial statements of the balance sheets (including the related notes and schedules) Company included in or incorporated by reference into the Company SEC Reports fairly presents have been prepared in accordance with United States generally accepted accounting principles ("GAAP") consistently applied throughout the consolidated financial position periods indicated (except as otherwise noted therein or, in the case of Company and its consolidated subsidiaries unaudited statements, as permitted by Form 10-Q of the respective dates thereof, SEC) and the other related statements (including the related notes and schedules) included or incorporated by reference therein fairly present the results of operations, retained earnings and the changes in financial position of Company and Company Subsidiaries for the respective periods or as of the respective dates set forth therein (subject, in the case of unaudited statements, to normal recurring year-end adjustments), all in conformity with generally accepted accounting principles ("GAAP"adjustments and any other adjustments described therein) consistently applied during the consolidated financial position of the Company as at the dates thereof and the consolidated results of operations and cash flows of the Company for the periods involvedthen ended. Except as disclosed in the Company SEC Reports or on Schedule 4.5, except as otherwise noted thereinsince December 31, 2001, there has been no change in any of the significant accounting (including tax accounting) policies or procedures of the Company or any of its consolidated Subsidiaries.

Reports and Financial Statements. Company has delivered to Purchaser each registration statement, schedule, report, proxy statement or information statement prepared by it since November 30, 1996 (the "Audit Date"), including, without limitation, (i) Company's Annual Report on Form 10-K for the year ended November 30, 1996 and (ii) Company's Quarterly Report on Form 10-Q for the quarterly period ended February 28, 1997, each in the form (including exhibits and any amendments thereto) filed with the SEC, and The Company has timely filed all reports required to be filed with the SEC Securities and Exchange Commission (the "SEC") pursuant to the Exchange Act or the Securities Act since January 1March 31, 1994 (collectively, the "COMPANY SEC REPORTS"), and has previously made available to Parent true and complete copies of all such Company SEC Reports"). None Such Company SEC Reports, as of their respective dates, complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as the case may be, and none of such Company SEC Reports, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each The financial statements of the balance sheets (including the related notes and schedules) Company included in or incorporated by reference into the Company SEC Reports fairly presents have been prepared in accordance with United States generally accepted accounting principles ("GAAP") consistently applied throughout the consolidated financial position periods indicated (except as otherwise noted therein or, in the case of Company and its consolidated subsidiaries unaudited statements, as permitted by Form 10-Q of the respective dates thereof, SEC) and the other related statements (including the related notes and schedules) included or incorporated by reference therein fairly present the results of operations, retained earnings and the changes in financial position of Company and Company Subsidiaries for the respective periods or as of the respective dates set forth therein (subject, in the case of unaudited statements, to normal recurring year-end adjustments), all in conformity with generally accepted accounting principles ("GAAP"adjustments and any other adjustments described therein) consistently applied during the financial position of the Company as at the dates thereof and the results of operations and cash flows of the Company for the periods involvedthen ended. Since March 31, except as otherwise noted therein1994, there has been no change in any of the significant accounting (including tax accounting) policies, practices or procedures of the Company.

Reports and Financial Statements. Company Since January 1, 1997, -------------------------------- Purchaser has delivered filed with the SEC all material forms, statements, reports and documents (including all exhibits, amendments and supplements) required to Purchaser each registration statement, schedule, report, proxy statement or information statement prepared be filed by it since November 30under each of the Securities Act, 1996 the Exchange Act, and the respective rules and regulations thereunder, all of which, as amended if applicable, complied when filed in all material respects with all applicable requirements of the appropriate act and the rules and regulations thereunder. Attached hereto as Schedule 4.5 is a list of Purchaser's (the "Audit Date"), including, without limitation, (ia) Company's Annual Report Reports on Form 10-K KSB for the fiscal year ended November 30December 31, 1996 1998 and for each of the two immediately preceding fiscal years, as amended, as filed with SEC, (b) proxy and information statements relating to (i) all meetings of its stockholders (whether annual or special) held, and (ii) Company's Quarterly Report on Form 10-Q for all actions by written consent in lieu of a stockholders' meeting taken, since December 31, 1995 and prior to the quarterly period ended February 28, 1997, each in the form (including exhibits and any amendments thereto) filed with the SECdate hereof, and Company has timely (c) all other reports, including quarterly reports filed all reports required to be filed by Purchaser with the SEC pursuant since December 31, 1995 and prior to the Exchange Act since January 1date of Closing (other than registration statements) (the documents referred to in clauses (a), 1994 (collectively, b) and (c) are collectively referred to as the "Company Purchaser SEC Reports"). None of such Company The Purchaser SEC ReportsReports were true, correct and complete in all material respects as of their the filing of each such Report. As of the respective filing dates, contained the Purchaser SEC Reports do not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each The audited consolidated financial statements and unaudited interim consolidated financial statements of the balance sheets (including the related notes and schedules) Purchaser included in such reports (collectively the "Purchaser Financial Statements") have been prepared in accordance with GAAP applied on a consistent basis (except as may be indicated therein or incorporated by reference into in the Company SEC Reports notes thereto) and fairly presents present the consolidated financial position of Company Purchaser and its subsidiaries on a consolidated subsidiaries basis as of the respective dates thereof, thereof and the other related statements (including the related notes and schedules) included or incorporated by reference therein fairly present the results of operations, retained earnings operations and the changes in financial position of Company and Company Subsidiaries cash flows for the respective periods or as of the respective dates set forth therein (then ended, subject, in the case of the unaudited interim financial statements, to the normal year-end adjustments), all in conformity with generally accepted accounting principles ("GAAP") consistently applied during the periods involved, except as otherwise noted adjustments and any other adjustments described therein.

Reports and Financial Statements. Since January 1, 2000, the Company has delivered to Purchaser each registration statementfiled with the SEC all material forms, schedulestatements, reportreports and documents (including all exhibits, proxy statement or information statement prepared by it since November 30, 1996 posteffective amendments and supplements thereto) (the "Audit DateCOMPANY SEC REPORTS"), including, without limitation, (i) Company's Annual Report on Form 10-K for the year ended November 30, 1996 and (ii) Company's Quarterly Report on Form 10-Q for the quarterly period ended February 28, 1997, each in the form (including exhibits and any amendments thereto) filed with the SEC, and Company has timely filed all reports required to be filed with by it under each of the SEC pursuant to Securities Act and the Exchange Act since January 1Act, 1994 (collectively, the "Company SEC Reports"). None all of such Company SEC Reportswhich, as amended if applicable, complied in all material respects with all applicable requirements of the appropriate act. As of their respective datesfiling dates except as amended or supplemented prior to the date hereof, contained in which case as of the filing date of that amendment or supplement, the Company SEC Reports did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each The audited consolidated financial statements of the balance sheets (including the related notes and schedules) Company included in or incorporated by reference into the Company's Annual Report on Form 10-K for the twelve months ended December 31, 2002 and the unaudited financial statements of the Company SEC Reports included in the Company's Quarterly Report on Form 10-Q (the "COMPANY 10-Q") for the quarterly period ended March 31, 2003 (collectively, the "COMPANY FINANCIAL STATEMENTS") have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis (except as may be indicated therein or in the notes thereto) and fairly presents present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries Subsidiaries as of the respective dates thereof, thereof and the other related statements (including the related notes and schedules) included or incorporated by reference therein fairly present the results of operations, retained earnings their operations and the changes in financial position of Company and Company Subsidiaries for the respective periods or as of the respective dates set forth therein then ended (subject, in the case of the unaudited financial statements, to normal year-end adjustments). The Company's Annual Report on Form 10-K for the twelve months ended December 31, all 2002, the Company 10-Q and the Current Report on Form 8-K filed by the Company on April 24, 2003 are collectively referred to as the "COMPANY RECENT SEC REPORTS". Since December 31, 2002, there has not been any change in conformity with generally accepted any method of accounting or accounting principles ("GAAP") consistently applied during or practice by the periods involvedCompany or any of its Subsidiaries, except as otherwise noted thereinfor any such change required by reason of a concurrent change in GAAP or Regulation S-X under the Exchange Act.

Reports and Financial Statements. Since January 1, 1995, the Company has delivered filed with the SEC all material forms, statements, reports and documents (including all exhibits, post-effective amendments and supplements thereto) required to Purchaser each registration statement, schedule, report, proxy statement or information statement prepared be filed by it since November 30under each of the Securities Act, 1996 the Exchange Act and the respective rules and regulations thereunder, all of which, as amended if applicable, complied when filed (or, in the "Audit Date")case of filing under the Securities Act, includingat the time of effectiveness) in all material respects with all applicable requirements of the appropriate act and the rules and regulations thereunder, without limitationexcept as disclosed in Section 5.5 of the Company Disclosure Schedule. The Company has previously delivered or made available to Parent copies (including all exhibits, post-effective amendments and supplements thereto) of its (ia) Company's Annual Report on Form 10-K for the year ended November June 30, 1996 and 1997, as filed with the SEC, (iib) Company's Quarterly Transition Report on Form 10-Q K for the quarterly period six months ended February 28December 31, 1997, each (c) proxy and information statements relating to (i) all meetings of its stockholders (whether annual or special) and (ii) actions by written consent in lieu of a stockholders' meeting from January 1, 1997, until the form (including exhibits and any amendments thereto) filed with the SECdate hereof, and (d) all other reports, including quarterly reports, and registration statements filed by the Company has timely filed all reports required to be filed with the SEC pursuant to the Exchange Act since January 1, 1994 1996 (collectivelyother than registration statements filed on Form S-8) (the documents referred to in clauses (a), (b), (c) and (d) filed prior to the date hereof are collectively referred to as the "Company SEC Reports"). None of such Company SEC Reports, as As of their respective datesdates (or, contained in the case of filing under the Securities Act, at the time of effectiveness), the Company SEC Reports did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each The audited consolidated financial statements of the balance sheets (including the related notes and schedules) Company included in or incorporated by reference into the Company SEC Reports fairly presents the consolidated financial position of Company and its consolidated subsidiaries as of the respective dates thereof, and the other related statements (including the related notes and schedules) included or incorporated by reference therein fairly present the results of operations, retained earnings and the changes in financial position of Company and Company Subsidiaries Company's Transition Report on Form 10-K for the respective periods or as of six months ended December 31, 1997 (collectively, the respective dates set forth therein (subject, in the case of unaudited statements, to normal year-end adjustments"Company Financial Statements"), all have been prepared in conformity accordance with generally accepted accounting principles applied on a consistent basis ("GAAP"except as may be indicated therein or in the notes thereto) consistently applied during and fairly present the financial position of the Company and its subsidiaries as of the dates thereof and the results of their operations and changes in financial position for the periods involved, except as otherwise noted thereinthen ended.

Reports and Financial Statements. (a) The Company has delivered to Purchaser each registration statement, schedule, report, proxy statement or information statement prepared by it since November filed with the Securities and Exchange Commission (the "Commission") its (i) annual report on Form 10-KSB for the fiscal year ended April 30, 1996 (the "Audit Date"as amended on July 31, 1996), including, without limitation, (iii) Company's Annual Report quarterly reports on Form 10-K QSB for the year periods ended November 30July 31, 1996, October 31, 1996 (as amended on January 29, 1997), and (ii) Company's Quarterly Report on Form 10-Q for the quarterly period ended February 28January 31, 1997, each (iii) proxy statement dated September 11, 1996, and (iv) all other reports, registration statements and proxy materials required to be filed by the Company with the Commission under the Securities Act or the Securities Exchange Act of 1934 since May 1, 1996, all in the form (including exhibits and any amendments theretoexhibits) so filed with the SEC, and Company has timely filed all reports required to be filed with the SEC pursuant to the Exchange Act since January 1, 1994 (collectively, the "Company SEC Reports"). None of such Company SEC Reports, as As of their respective dates, contained the Reports did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the balance sheets (including the related notes audited financial statements and schedules) unaudited interim financial statements included in the Reports has been prepared in accordance with GAAP applied on a consistent basis (except as may be indicated therein or incorporated by reference into in the Company SEC Reports notes thereto) and fairly presents the consolidated financial position of the Company and as at its consolidated subsidiaries as of the respective dates thereof, and the other related statements (including the related notes and schedules) included date or incorporated by reference therein fairly present the results of operations, retained earnings and stockholders equity or cash flows, as is appropriate, of the changes in financial position of Company and Company Subsidiaries for the respective periods or as of the respective dates set forth therein then ended (subject, in the case of unaudited interim financial statements, to normal year-end adjustmentsadjustments and any other adjustments described therein, which adjustments will not be material in amount or effect), all in conformity with generally accepted accounting principles ("GAAP") consistently applied during the periods involved, except as otherwise noted therein.