Common use of Commission Filings; Financial Statements Clause in Contracts

Commission Filings; Financial Statements. Since January 1, 1992, Enterra and each of the Enterra Subsidiaries have filed all reports, registration statements and other filings, together with any amendments required to be made with respect thereto, that they have been required to file with the Commission under the Securities Act and the Exchange Act. All reports, registration statements and other filings (including, without limitation, all notes, exhibits and schedules thereto and documents incorporated by reference therein) filed by Enterra with the Commission since January 1, 1992 through the date of this Agreement, together with any amendments thereto, are sometimes collectively referred to as the "Enterra Commission Filings". Enterra has heretofore delivered to Weatxxxxxxx xxxies of the Enterra Commission Filings. As of the effectiveness dates declared by the Commission, in the case of registration statements, as of the mailing dates, in the case of proxy statements, or as of the filing dates with the Commission, in the case of all other Enterra Commission Filings, the Enterra Commission Filings complied, and the Proxy Statement (except with respect to information concerning Weatxxxxxxx xxx the Weatxxxxxxx Xxxsidiaries furnished by or on behalf of Weatxxxxxxx xx Enterra specifically for use therein) will comply, in all material respects with the Securities Act, the Exchange Act and the rules and regulations of the Commission promulgated thereunder, as applicable, and did not or will not, as the case may be, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. All material contracts of Enterra and the Enterra Subsidiaries have been included in the Enterra Commission Filings, except for those contracts not required to be filed pursuant to the rules and regulations of the Commission. Each of the audited consolidated financial statements (including, without limitation, any related notes or schedules) included or incorporated by reference in the Enterra Commission Filings was, and each of the audited consolidated financial statements to be included or incorporated by reference in the Proxy Statement (except for those financial statements of Weatxxxxxxx xxx the Weatxxxxxxx Xxxsidiaries furnished by or on behalf of Weatxxxxxxx to Enterra specifically for use therein) will be, prepared in accordance with generally accepted accounting principles applied on a consistent basis (except as may be noted therein or in the notes or schedules thereto), and fairly presents or will fairly present, as the case may be, in all material respects, the consolidated financial position of Enterra and the Enterra Subsidiaries as of the dates thereof and the statements of income, cash flows and stockholders' equity for the periods then ended in accordance with generally accepted accounting principles. Each of the unaudited interim financial statements included or incorporated by reference in the Enterra Commission Filings was, and each of the unaudited consolidated financial statements to be included or incorporated by reference in the Proxy Statement (except for those financial statements of Weatxxxxxxx xxx the Weatxxxxxxx Xxxsidiaries furnished by or on behalf of Weatxxxxxxx xx Enterra specifically for use therein) will be, prepared in a manner consistent with the audited consolidated financial statements and generally accepted accounting principles. As of the date hereof, Enterra has no material liabilities, absolute or contingent, not reflected in the Enterra Commission Filings, except (i) liabilities not required under generally accepted accounting principles to be reflected on such financial statements or the notes thereto and (ii) liabilities incurred in the ordinary course of business since the date of such financial statements consistent with past operations and not relating to the borrowing of money.

Commission Filings; Financial Statements. Since The Common Stock of the Company is registered pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and since January 1, 1992, Enterra and each of 2000 the Enterra Subsidiaries have Company has timely filed all reports, registration schedules, forms, statements and other filings, together with any amendments documents required to be made with respect thereto, that they have been required to file filed by it with the Commission under pursuant to the Securities Act and reporting requirements of the Exchange Act, including material filed pursuant to Section 13(a) or 15(d) of the Exchange Act. All reports, registration statements The Company has delivered or made available to the Purchaser true and other filings (including, without limitation, all notes, exhibits and schedules thereto and documents incorporated by reference therein) complete copies of the Commission Filings filed by Enterra with the Commission since January 1December 31, 1992 through 1999 and prior to the date of this AgreementClosing Date. The Company has not provided to the Purchaser any information which, together with any amendments theretoaccording to applicable law, are sometimes collectively referred to as the "Enterra Commission Filings". Enterra has heretofore delivered to Weatxxxxxxx xxxies of the Enterra Commission Filings. As of the effectiveness dates declared rule or regulation, should have been disclosed publicly by the CommissionCompany but which has not been so disclosed, in the case of registration statements, as of the mailing dates, in the case of proxy statements, or as of the filing dates with the Commission, in the case of all other Enterra Commission Filings, the Enterra Commission Filings complied, and the Proxy Statement (except than with respect to information concerning Weatxxxxxxx xxx the Weatxxxxxxx Xxxsidiaries furnished transactions contemplated by or on behalf of Weatxxxxxxx xx Enterra specifically this Agreement. The Form 10-K for use therein) will complythe year ended December 31, 1999 complied in all material respects with the Securities Act, requirements of the Exchange Act and the rules and regulations of the Commission promulgated thereunder, as applicable, and the said Form 10-K did not or will not, as the case may be, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. All material contracts The financial statements of Enterra and the Enterra Subsidiaries have been Company included in the Enterra Commission Filings, except for those contracts not required Filings comply as to be filed pursuant to form in all material respects with applicable accounting requirements and the published rules and regulations of the CommissionCommission or other applicable rules and regulations with respect thereto. Each of the audited consolidated Such financial statements (including, without limitation, any related notes or schedules) included or incorporated by reference in the Enterra Commission Filings was, and each of the audited consolidated financial statements to be included or incorporated by reference in the Proxy Statement (except for those financial statements of Weatxxxxxxx xxx the Weatxxxxxxx Xxxsidiaries furnished by or on behalf of Weatxxxxxxx to Enterra specifically for use therein) will be, have been prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except (i) as may be noted therein otherwise indicated in such financial statements or the notes thereto or (ii) in the notes case of unaudited interim statements, to the extent they may not include footnotes or schedules theretomay be condensed or summary statements), and fairly presents or will fairly present, as the case may be, present in all material respects, respects the consolidated financial position of Enterra the Company and the Enterra Subsidiaries its subsidiaries as of the dates thereof and the statements results of income, operations and cash flows and stockholders' equity for the periods then ended in accordance with generally accepted accounting principles. Each of the unaudited interim financial statements included or incorporated by reference (subject, in the Enterra Commission Filings wascase of unaudited statements, and each of the unaudited consolidated financial statements to be included or incorporated by reference in the Proxy Statement (except for those financial statements of Weatxxxxxxx xxx the Weatxxxxxxx Xxxsidiaries furnished by or on behalf of Weatxxxxxxx xx Enterra specifically for use therein) will be, prepared in a manner consistent with the audited consolidated financial statements and generally accepted accounting principles. As of the date hereof, Enterra has no material liabilities, absolute or contingent, not reflected in the Enterra Commission Filings, except (i) liabilities not required under generally accepted accounting principles to be reflected on such financial statements or the notes thereto and (ii) liabilities incurred in the ordinary course of business since the date of such financial statements consistent with past operations and not relating to the borrowing of moneynormal year-end audit adjustments).

Commission Filings; Financial Statements. Since January 1, 1992, Enterra and each Section 3.8 of the Enterra Subsidiaries have filed Tyler Disclosure Schedule lists all reports, registration statements and other filings, together with any amendments required to be made with respect thereto, that they have been required to file Tyler has filed with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Securities Act"), and the Exchange ActAct since October 1, 1995. All reports, registration statements and other filings (including, without limitation, all notes, exhibits and schedules thereto and documents incorporated by reference therein) filed by Enterra Tyler with the Commission since January October 1, 1992 1995 through the date of this Agreement, together with any amendments thereto, are sometimes collectively referred to as the "Enterra Tyler Commission Filings". Enterra ." Tyler has heretofore delivered to Weatxxxxxxx xxxies provided the Company and the Shareholders true, correct and complete copies of the Enterra Tyler Commission Filings. As of the effectiveness respective dates declared by the Commission, in the case of registration statements, as of the mailing dates, in the case of proxy statements, or as of the their filing dates with the Commission, in the case of all other Enterra Commission Filings, the Enterra Tyler Commission Filings complied, and the Proxy Statement (except with respect to information concerning Weatxxxxxxx xxx the Weatxxxxxxx Xxxsidiaries furnished by or on behalf of Weatxxxxxxx xx Enterra specifically for use therein) will comply, complied in all material respects with the Securities Act, the Exchange Act and the rules and regulations of the Commission promulgated thereunder, as applicable, and did not or will not, as the case may be, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. All material contracts of Enterra and the Enterra Subsidiaries have been included in the Enterra Commission Filings, except for those contracts not required to be filed pursuant to the rules and regulations of the Commission. Each of the audited consolidated financial statements (including, without limitation, including any related notes or schedules) included in or incorporated by reference in into the Enterra Tyler Commission Filings ("Tyler Financial Statements") was, and each of the audited consolidated financial statements to be included or incorporated by reference in the Proxy Statement (as defined in Section 6.2) (except for those financial statements of Weatxxxxxxx xxx the Weatxxxxxxx Xxxsidiaries Company furnished by or on behalf of Weatxxxxxxx the Company or the Shareholder to Enterra Tyler specifically for use therein) will be, prepared in accordance with generally accepted accounting principles applied on a consistent basis (except as may be noted therein or in the notes or schedules thereto), and fairly presents present or will fairly present, as the case may be, in all material respects, the consolidated financial position of Enterra Tyler and the Enterra Subsidiaries its consolidated subsidiaries as of the dates thereof and the statements results of incomeoperations, cash flows and changes in stockholders' equity for the periods then ended (subject, in accordance with generally accepted accounting principles. Each the case of the unaudited interim financial statements included statements, to normal year-end audit adjustments). Since December 31, 1996, there has been no change in accounting principles applicable to, or incorporated by reference methods of accounting utilized by, Tyler and the books and records of Tyler and the Tyler Subsidiaries have been and are being maintained in accordance with all applicable legal and accounting requirements and good business practice, reflect only valid transactions, are complete and correct in all material respects, and accurately reflect in all material respects the basis for the consolidated financial position and consolidated results of operations and cash flows of Tyler and its consolidated subsidiaries set forth in the Enterra Commission Filings was, and each of the unaudited consolidated financial statements to be included or incorporated by reference in the Proxy Statement (except for those financial statements of Weatxxxxxxx xxx the Weatxxxxxxx Xxxsidiaries furnished by or on behalf of Weatxxxxxxx xx Enterra specifically for use therein) will be, prepared in a manner consistent with the audited consolidated financial statements and generally accepted accounting principlesTyler Financial Statements. As of the date hereof, Enterra has no material liabilities, absolute or contingent, not reflected in the Enterra Commission Filings, except (i) liabilities not required under generally accepted accounting principles to be reflected on such financial statements or the notes thereto and (ii) liabilities incurred in the ordinary course of business since the date of such financial statements consistent with past operations and not relating to the borrowing of money.3.9

Commission Filings; Financial Statements. Since January 1, 1992, Enterra and each (a) The Seller Parties have heretofore made available to Kudelski by means of the Enterra Subsidiaries have filed Commission’s XXXXX database true and complete copies of all reports, registration statements and other filings, documents (including exhibits and in each case together with any all amendments thereto) filed by OpenTV with the Commission from December 31, 2002 to the date of this Agreement (together with all reports, registration statements and other documents (including exhibits and in each case together with all amendments thereto) required to be filed by OpenTV with the Commission after the date hereof and prior to the Closing Date, collectively, the “OpenTV Commission Filings”). The OpenTV Commission Filings filed with the Commission and publicly available as of the date hereof constitute, and the OpenTV Commission Filings to be made with respect theretoafter the date hereof and on or before the Closing Date will constitute, all of the documents (other than preliminary materials) that they have been OpenTV was or will be required to file with the Commission under from December 31, 2002, to the Securities Act date hereof and the Exchange Act. All reportsClosing Date, registration statements and other filings (including, without limitation, all notes, exhibits and schedules thereto and documents incorporated by reference therein) filed by Enterra with the Commission since January 1, 1992 through the date of this Agreement, together with any amendments thereto, are sometimes collectively referred to as the "Enterra Commission Filings". Enterra has heretofore delivered to Weatxxxxxxx xxxies of the Enterra Commission Filingsapplicable. As of their respective dates, each of the effectiveness dates declared by the CommissionOpenTV Commission Filings complied and, in the case of registration statements, as of the mailing dates, in the case of proxy statements, or as of the filing dates with the Commission, in the case of all other Enterra Commission Filings, the Enterra OpenTV Commission Filings complied, filed after the date hereof and prior to the Proxy Statement (except with respect to information concerning Weatxxxxxxx xxx the Weatxxxxxxx Xxxsidiaries furnished by or on behalf of Weatxxxxxxx xx Enterra specifically for use therein) Closing Date will comply, in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the rules and regulations promulgated under each of the Securities Act and the Exchange Act. As of their respective dates, none of the OpenTV Commission promulgated thereunder, as applicableFilings filed with the Commission contained at the time made, and did not or will notnone of the OpenTV Commission Filings filed with the Commission after the date hereof and prior to the Closing Date shall contain at the time made, as the case may be, contain any untrue statement of a material fact or omitted at the time made, or will omit at the time made, to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were or are made, not misleading. All material contracts of Enterra and When filed with the Enterra Subsidiaries have been Commission, the financial statements included in the Enterra OpenTV Commission FilingsFilings filed with the Commission and publicly available as of the date hereof complied at the time filed, except for those contracts not required to be and the financial statements included in any OpenTV Commission Filings filed pursuant with the Commission after the date hereof and prior to the Closing Date (collectively with the financial statements filed as of the date hereof, the “Filed Financial Statements”) will comply at the time filed, as to form in all material respects with the applicable rules and regulations of the Commission. Each of the audited consolidated financial statements (includingCommission and were, without limitation, any related notes or schedules) included or incorporated by reference in the Enterra Commission Filings was, and each of the audited consolidated financial statements to be included or incorporated by reference in the Proxy Statement (except for those financial statements of Weatxxxxxxx xxx the Weatxxxxxxx Xxxsidiaries furnished by or on behalf of Weatxxxxxxx to Enterra specifically for use therein) will be, prepared in accordance with generally accepted accounting principles in the United States, consistently applied on a consistent basis (“GAAP”) (except as may be noted indicated therein or in the notes or schedules thereto). The Filed Financial Statements fairly present, and fairly presents or will fairly present, as the case may be, in all material respects, respects the consolidated financial position of Enterra OpenTV and the Enterra its consolidated Subsidiaries as of at the dates thereof and the statements consolidated results of income, their operations and their consolidated cash flows and stockholders' equity for the periods then ended ended, subject, in accordance with generally accepted accounting principles. Each the case of the unaudited interim financial statements included or incorporated by reference in the Enterra Commission Filings wasstatements, and each of the unaudited consolidated financial statements to be included or incorporated by reference in the Proxy Statement (except for those financial statements of Weatxxxxxxx xxx the Weatxxxxxxx Xxxsidiaries furnished by or on behalf of Weatxxxxxxx xx Enterra specifically for use therein) will benormal, prepared in a manner consistent with the audited consolidated financial statements and generally accepted accounting principles. As of the date hereof, Enterra has no material liabilities, absolute or contingent, not reflected in the Enterra Commission Filings, except (i) liabilities not required under generally accepted accounting principles to be reflected on such financial statements or the notes thereto and (ii) liabilities incurred in the ordinary course of business since the date of such financial statements consistent with past operations and not relating to the borrowing of moneyrecurring year-end audit adjustments.

Commission Filings; Financial Statements. Since January 1August 31, 19921991, Enterra Tristar and each of the Enterra Tristar Subsidiaries have filed all reports, registration statements and other filings, together with any amendments required to be made with respect thereto, that they have been required to file with the Commission under the Securities Act and the Exchange Act. All reports, registration statements and other filings (including, without limitation, including all notes, exhibits and schedules thereto and documents incorporated by reference therein) filed by Enterra Tristar with the Commission since January 1August 31, 1992 1991 through the date of this AgreementDate Hereof, together with any amendments thereto, are sometimes collectively referred to as the "Enterra Tristar Commission Filings". Enterra Tristar has heretofore delivered to Weatxxxxxxx xxxies Eurostar copies of the Enterra Tristar Commission Filings. As of the effectiveness respective dates declared by the Commission, in the case of registration statements, as of the mailing dates, in the case of proxy statements, or as of the their filing dates with the Commission, except as otherwise disclosed in later filings with the case of all other Enterra Commission FilingsCommission, the Enterra Tristar Commission Filings complied, and the Proxy Statement (as defined in Section 5.1) (except with respect to information concerning Weatxxxxxxx xxx Eurostar and the Weatxxxxxxx Xxxsidiaries Eurostar Subsidiaries furnished by or on behalf of Weatxxxxxxx xx Enterra Eurostar to Tristar specifically for use therein) will comply, in all material respects with the Securities Act, the Exchange Act and the rules and regulations of the Commission promulgated thereunder, as applicable, and did not or will not, as the case may be, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. All material contracts of Enterra Tristar and the Enterra Tristar Subsidiaries have been included in the Enterra Tristar Commission Filings, except for those contracts not required to be filed pursuant to the rules and regulations of the Commission, and copies of all such contracts have been made available to Eurostar. Each of the audited consolidated financial statements (including, without limitation, including any related notes or schedules) included or incorporated by reference in the Enterra Tristar Commission Filings was, and each of the audited consolidated financial statements to be included or incorporated by reference in the Proxy Statement (except for those financial statements of Weatxxxxxxx xxx Eurostar and the Weatxxxxxxx Xxxsidiaries Eurostar Subsidiaries furnished by or on behalf of Weatxxxxxxx Eurostar to Enterra Tristar specifically for use therein) will be, prepared in accordance with generally accepted accounting principles applied on a consistent basis (except as may be noted therein or in the notes or schedules thereto), and fairly presents or will fairly present, as the case may be, in all material respects, the consolidated financial position of Enterra and the Enterra Subsidiaries as of the dates thereof and the statements of income, cash flows and stockholders' equity for the periods then ended in accordance with generally accepted accounting principles. Each of the unaudited interim financial statements included or incorporated by reference in the Enterra Commission Filings was, and each of the unaudited consolidated financial statements to be included or incorporated by reference in the Proxy Statement (except for those financial statements of Weatxxxxxxx xxx the Weatxxxxxxx Xxxsidiaries furnished by or on behalf of Weatxxxxxxx xx Enterra specifically for use therein) will be, prepared in a manner consistent with the audited consolidated financial statements and generally accepted accounting principles. As of the date hereof, Enterra has no material liabilities, absolute or contingent, not reflected in the Enterra Commission Filings, except (i) liabilities not required under generally accepted accounting principles to be reflected on such financial statements or the notes thereto and (ii) liabilities incurred in the ordinary course of business since the date of such financial statements consistent with past operations and not relating to the borrowing of money.

Commission Filings; Financial Statements. Since January 1, 1992, Enterra Weatherford and each of the Enterra Subsidiaries Weatxxxxxxx Xxxsidiaries have filed all reports, registration statements and other filings, together with any amendments required to be made with respect thereto, that they have been required to file with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Securities Act"), and the Securities Exchange Act of 1934, as amended (the "Exchange Act"). All reports, registration statements and other filings (including, without limitation, all notes, exhibits and schedules thereto and documents incorporated by reference therein) filed by Enterra Weatherford with the Commission since January 1, 1992 through the date of this Agreement, together with any amendments thereto, are sometimes collectively referred to as the "Enterra Commission Weatxxxxxxx Xxxmission Filings". Enterra Weatherford has heretofore delivered to Weatxxxxxxx xxxies Enterra copies of the Enterra Commission Weatxxxxxxx Xxxmission Filings. As of the effectiveness dates declared by the Commission, in the case of registration statements, as of the mailing dates, in the case of proxy statements, or as of the filing dates with the Commission, in the case of all other Enterra Weatherford Commission Filings, the Enterra Weatxxxxxxx Commission Filings complied, and the Proxy Statement (as defined in Section 5.1) and the Registration Statement (as defined in Section 5.1) (except with respect to information concerning Weatxxxxxxx xxx Enterra and the Weatxxxxxxx Xxxsidiaries Enterra Subsidiaries furnished by or on behalf of Weatxxxxxxx xx Enterra to Weatherford specifically for use therein) will comply, in all material respects with the Securities Act, the Exchange Act and the rules and regulations of the Commission promulgated thereunder, as applicable, and did not or will not, as the case may be, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. All material contracts of Enterra Weatherford and the Enterra Weatxxxxxxx Subsidiaries have been included in the Enterra Commission Weatxxxxxxx Xxxmission Filings, except for those contracts not required to be filed pursuant to the rules and regulations of the Commission. Each of the audited consolidated financial statements (including, without limitation, any related notes or schedules) included or incorporated by reference in the Enterra Commission Weatxxxxxxx Xxxmission Filings was, and each of the audited consolidated financial statements to be included or incorporated by reference in the Proxy Statement and the Registration Statement (except for those financial statements of Weatxxxxxxx xxx Enterra and the Weatxxxxxxx Xxxsidiaries Enterra Subsidiaries furnished by or on behalf of Weatxxxxxxx Enterra to Enterra Weatherford specifically for use therein) will be, prepared in accordance with generally accepted accounting principles applied on a consistent basis (except as may be noted therein or in the notes or schedules thereto), and fairly presents presents, or will fairly present, as the case may be, in all material respects, the consolidated financial position of Enterra Weatherford and the Enterra Weatxxxxxxx Subsidiaries as of the dates thereof and the statements of income, cash flows and stockholders' equity for the periods then ended in accordance with generally accepted accounting principles. Each of the unaudited interim financial statements included or incorporated by reference in the Enterra Commission Weatxxxxxxx Xxxmission Filings was, and each of the unaudited consolidated financial statements to be included or incorporated by reference in the Proxy Statement and the Registration Statement (except for those financial statements of Weatxxxxxxx xxx Enterra and the Weatxxxxxxx Xxxsidiaries Enterra Subsidiaries furnished by or on behalf of Weatxxxxxxx xx Enterra to Weatherford specifically for use therein) will be, prepared in a manner consistent with the audited consolidated financial statements and generally accepted accounting principles. As of the date hereof, Enterra Weatherford has no material liabilities, absolute or contingent, not reflected in the Enterra Commission Weatxxxxxxx Xxxmission Filings, except (i) liabilities not required under generally accepted accounting principles to be reflected on such financial statements or the notes thereto and (ii) liabilities incurred in the ordinary course of business since the date of such financial statements consistent with past operations and not relating to the borrowing of money.

Commission Filings; Financial Statements. Since January 1, 1992, Enterra and each of the Enterra Subsidiaries have The Company has filed all reports, registration statements and other filings, together with any amendments required to be made with respect thereto, Commission Filings that they have it has been required to file with the Commission under the Securities Act and the Exchange Act. All reports, registration statements and other filings (including, without limitation, all notes, exhibits and schedules thereto and documents incorporated by reference therein) filed by Enterra with the Commission since January 1, 1992 through the date of this Agreement, together with any amendments thereto, are sometimes collectively referred to as the "Enterra Commission Filings". Enterra has heretofore delivered to Weatxxxxxxx xxxies of the Enterra Commission Filings. As of the effectiveness respective dates declared by the Commission, in the case of registration statements, as of the mailing dates, in the case of proxy statements, or as of the their filing dates with the Commission, in or the case date of all other Enterra Commission Filingsany amendment thereto filed on or prior to the date hereof, the Enterra Commission Filings complied, and the Proxy Statement (except with respect complied as to information concerning Weatxxxxxxx xxx the Weatxxxxxxx Xxxsidiaries furnished by or on behalf of Weatxxxxxxx xx Enterra specifically for use therein) will comply, form in all material respects with the applicable provisions of the Securities Act, Act and the Exchange Act and the rules and regulations of the Commission promulgated thereunder, as applicable, and did not or will not, as the case may be, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. All material contracts Each of Enterra and the Enterra Subsidiaries have been historical consolidated financial statements of the Company (including any related notes or schedules) included in the Enterra Commission FilingsFilings was prepared in accordance with GAAP (except as may be disclosed therein), except for those contracts not required to be filed pursuant to and complied in all material respects with the rules and regulations of the Commission. Each of the audited consolidated Such financial statements (including, without limitation, any related notes or schedules) included or incorporated by reference in the Enterra Commission Filings was, and each of the audited consolidated financial statements to be included or incorporated by reference in the Proxy Statement (except for those financial statements of Weatxxxxxxx xxx the Weatxxxxxxx Xxxsidiaries furnished by or on behalf of Weatxxxxxxx to Enterra specifically for use therein) will be, prepared in accordance with generally accepted accounting principles applied on a consistent basis (except as may be noted therein or in the notes or schedules thereto), and fairly presents or will fairly present, as the case may be, present in all material respects, respects the consolidated financial position of Enterra the Company and the Enterra its Subsidiaries as of the dates thereof and the statements consolidated results of incomeoperations, cash flows and changes in stockholders' equity for the periods then ended (subject, in accordance with generally accepted accounting principles. Each the case of the unaudited interim financial statements included statements, to normal, recurring year-end audit adjustments). Except as set forth or incorporated by reference in the Enterra Commission Filings was, and each of the unaudited consolidated financial statements to be included or incorporated by reference in the Proxy Statement (except for those financial statements of Weatxxxxxxx xxx the Weatxxxxxxx Xxxsidiaries furnished by or on behalf of Weatxxxxxxx xx Enterra specifically for use therein) will be, prepared in a manner consistent with the audited consolidated financial statements and generally accepted accounting principles. As of the date hereof, Enterra has no material liabilities, absolute or contingent, not reflected in the Enterra Commission FilingsFilings filed prior to the date hereof or as set forth on SCHEDULE 4.6, except neither the Company nor any of its Subsidiaries have any liabilities or obligations of any nature (iwhether accrued, absolute, contingent, unasserted or otherwise) liabilities not required under generally accepted accounting principles to be reflected on such financial statements that individually or the notes thereto and (ii) liabilities incurred in the ordinary course of business since the date of such financial statements consistent with past operations and not relating aggregate could reasonably be expected to the borrowing of moneyhave a Material Adverse Effect.

Commission Filings; Financial Statements. Since January 1, 1992, Enterra and each Section 3.8 of the Enterra Subsidiaries have filed Tyler Disclosure Schedule lists all reports, registration statements and other filings, together with any amendments required to be made with respect thereto, that they have been required to file Tyler has filed with the Securities and Exchange Commission under (the "Commission")under the Securities Act of 1933, as amended (the "Securities Act"), and the Exchange ActAct since October 1, 1995. All reports, registration statements and other filings (including, without limitation, all notes, exhibits and schedules thereto and documents incorporated by reference therein) filed by Enterra Tyler with the Commission since January October 1, 1992 1995 through the date of this Agreement, together with any amendments thereto, are sometimes collectively referred to as the "Enterra Tyler Commission Filings". Enterra ." Tyler has heretofore delivered to Weatxxxxxxx xxxies provided the Company and the Shareholder true, correct and complete copies of the Enterra Tyler Commission Filings. As of the effectiveness respective dates declared by the Commission, in the case of registration statements, as of the mailing dates, in the case of proxy statements, or as of the their filing dates with the Commission, in the case of all other Enterra Commission Filings, the Enterra Tyler Commission Filings complied, and the Proxy Statement (except with respect to information concerning Weatxxxxxxx xxx the Weatxxxxxxx Xxxsidiaries furnished by or on behalf of Weatxxxxxxx xx Enterra specifically for use therein) will comply, complied in all material respects with the Securities Act, the Exchange Act and the rules and regulations of the Commission promulgated thereunder, as applicable, and did not or will not, as the case may be, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. All material contracts of Enterra and the Enterra Subsidiaries have been included in the Enterra Commission Filings, except for those contracts not required to be filed pursuant to the rules and regulations of the Commission. Each of the audited consolidated financial statements (including, without limitation, including any related notes or schedules) included in or incorporated by reference in into the Enterra Tyler Commission Filings ("Tyler Financial Statements") was, and each of the audited consolidated financial statements to be included or incorporated by reference in the Proxy Statement (as defined in Section 6.2) (except for those financial statements of Weatxxxxxxx xxx the Weatxxxxxxx Xxxsidiaries Company and the Company Subsidiaries furnished by or on behalf of Weatxxxxxxx the Company or the Shareholder to Enterra Tyler specifically for use therein) will be, prepared in accordance with generally accepted accounting principles applied on a consistent basis (except as may be noted therein or in the notes or schedules thereto), and fairly presents present or will fairly present, as the case may be, in all material respects, the consolidated financial position of Enterra Tyler and the Enterra Subsidiaries its consolidated subsidiaries as of the dates thereof and the statements results of incomeoperations, cash flows and changes in stockholders' equity for the periods then ended (subject, in accordance with generally accepted accounting principles. Each the case of the unaudited interim financial statements included or incorporated by reference statements, to normal year-end audit adjustments). Since December 31, 1996, there has been no change in the Enterra Commission Filings was, and each of the unaudited consolidated financial statements to be included or incorporated by reference in the Proxy Statement (except for those financial statements of Weatxxxxxxx xxx the Weatxxxxxxx Xxxsidiaries furnished by or on behalf of Weatxxxxxxx xx Enterra specifically for use therein) will be, prepared in a manner consistent with the audited consolidated financial statements and generally accepted accounting principles. As of the date hereof, Enterra has no material liabilities, absolute or contingent, not reflected in the Enterra Commission Filings, except (i) liabilities not required under generally accepted accounting principles to be reflected on such financial statements applicable to, or the notes thereto and (ii) liabilities incurred in the ordinary course of business since the date of such financial statements consistent with past operations and not relating to the borrowing of money.methods

Commission Filings; Financial Statements. Since January 1, 1992, Enterra and each of the Enterra Subsidiaries have The Company has filed all reports, registration statements and other filings, together with any amendments required to be made with respect thereto, Commission Filings that they have it has been required to file with the Commission under the Securities Act and the Exchange Act. All reports, registration statements and other filings (including, without limitation, all notes, exhibits and schedules thereto and documents incorporated by reference therein) filed by Enterra with the Commission since January 1, 1992 through the date of this Agreement, together with any amendments thereto, are sometimes collectively referred to as the "Enterra Commission Filings". Enterra has heretofore delivered to Weatxxxxxxx xxxies of the Enterra Commission Filings. As of the effectiveness respective dates declared by the Commission, in the case of registration statements, as of the mailing dates, in the case of proxy statements, or as of the their filing dates with the Commission, in or the case date of all other Enterra Commission Filingsany amendment thereto filed on or prior to the date hereof, the Enterra Commission Filings complied, and the Proxy Statement (except with respect complied as to information concerning Weatxxxxxxx xxx the Weatxxxxxxx Xxxsidiaries furnished by or on behalf of Weatxxxxxxx xx Enterra specifically for use therein) will comply, form in all material respects with the applicable provisions of the Securities Act, Act and the Exchange Act and the rules and regulations of the Commission promulgated thereunder, as applicable, and did not or will not, as the case may be, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. All material contracts Each of Enterra and the Enterra Subsidiaries have been historical consolidated financial statements of the Company (including any related notes or schedules) included in the Enterra Commission FilingsFilings was prepared in accordance with GAAP (except as may be disclosed therein), except for those contracts not required to be filed pursuant to and complied in all material respects with the rules and regulations of the Commission. Each of the audited consolidated Such financial statements (including, without limitation, any related notes or schedules) included or incorporated by reference in the Enterra Commission Filings was, and each of the audited consolidated financial statements to be included or incorporated by reference in the Proxy Statement (except for those financial statements of Weatxxxxxxx xxx the Weatxxxxxxx Xxxsidiaries furnished by or on behalf of Weatxxxxxxx to Enterra specifically for use therein) will be, prepared in accordance with generally accepted accounting principles applied on a consistent basis (except as may be noted therein or in the notes or schedules thereto), and fairly presents or will fairly present, as the case may be, present in all material respects, respects the consolidated financial position of Enterra the Company and the Enterra its Subsidiaries as of the dates thereof and the statements consolidated results of incomeoperations, cash flows and changes in stockholders' equity for the periods then ended (subject, in accordance with generally accepted accounting principles. Each the case of the unaudited interim financial statements included statements, to normal, recurring year-end audit adjustments). Except as set forth or incorporated by reference in the Enterra Commission Filings was, and each of the unaudited consolidated financial statements to be included or incorporated by reference in the Proxy Statement (except for those financial statements of Weatxxxxxxx xxx the Weatxxxxxxx Xxxsidiaries furnished by or on behalf of Weatxxxxxxx xx Enterra specifically for use therein) will be, prepared in a manner consistent with the audited consolidated financial statements and generally accepted accounting principles. As of the date hereof, Enterra has no material liabilities, absolute or contingent, not reflected in the Enterra Commission FilingsFilings filed prior to the date hereof or as set forth on SCHEDULE 4.6, except neither the Company nor any of its Subsidiaries have any liabilities or obligations of any nature (iwhether accrued, absolute, contingent, unasserted or otherwise) liabilities not required under generally accepted accounting principles to be reflected on such financial statements that individually or the notes thereto and (ii) liabilities incurred in the ordinary course aggregate could reasonably be expected to have a Material Adverse Effect. Private Offering. Assuming the accuracy of business since the date representations of the Purchasers in Section 5.2, the offering, sale, issuance and delivery by the Company of the Note and the Warrant are exempt from the registration and prospectus delivery requirements of the Securities Act and applicable state securities laws and the rules and regulations promulgated thereunder. Neither the Company or its Subsidiaries, nor any Person acting on their behalf, has offered or sold or will offer or sell any Securities, or has taken or will take any other action (including, without limitation, any offering of any Securities of the Company under circumstances that would require, under the Securities Act or any applicable blue-sky laws, the integration of such financial statements consistent offering with past operations and not relating the transactions contemplated by this Agreement), which would subject the transactions contemplated by this Agreement to the borrowing registration provisions of moneythe Securities Act.

Commission Filings; Financial Statements. Since January 1Taro is a reporting issuer under the securities laws of Alberta and Ontario and is not in default of any requirement of such securities laws and it is in compliance with the bylaws, 1992, Enterra rules and each regulations of the Enterra Subsidiaries have TSE, being the only exchange upon which the Taro Common Shares are listed. Taro has filed all reports, registration statements reports and other filings, together with any amendments required to be made with respect thereto, that they have been required to file with the Commission under the Securities Act TSE and the Exchange ActCommissions. All reports, registration statements and other filings (including, without limitation, all notes, exhibits and schedules thereto and documents incorporated by reference therein) filed by Enterra with the Commission since January 1, 1992 through the date of this Agreement, together with any amendments thereto, are sometimes collectively referred to as the "Enterra Commission Filings". Enterra Taro has heretofore delivered to Weatxxxxxxx xxxies TAL copies of the Enterra Taro Commission Filings. As of the effectiveness respective dates declared by the Commission, in the case of registration statements, as of the mailing dates, in the case of proxy statements, or as of the their filing dates with the Commission, in TSE or the case of all other Enterra Commission FilingsCommissions, the Enterra Taro Commission Filings complied, and the Proxy Statement (except with respect to information concerning Weatxxxxxxx xxx the Weatxxxxxxx Xxxsidiaries furnished by or on behalf of Weatxxxxxxx xx Enterra specifically for use therein) will comply, complied in all material respects with the Securities Actapplicable securities laws, the Exchange Act and the rules and regulations of the Commission promulgated thereunder, as applicable, and did not or will not, as the case may be, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. All material contracts of Enterra Commissions thereunder and the Enterra Subsidiaries have been included in the Enterra Commission Filingsbylaws, except for those contracts not required to be filed pursuant to the rules and regulations of the CommissionTSE, and were true and complete in all material respects and did not contain any misrepresentation (as defined in the Securities Act (Alberta)). Each of the audited consolidated financial statements (including, without limitation, including any related notes or schedules) included or incorporated by reference in the Enterra Taro Commission Filings was, and each of the audited consolidated financial statements to be included or incorporated by reference in the Proxy Statement (except for those financial statements of Weatxxxxxxx xxx the Weatxxxxxxx Xxxsidiaries furnished by or on behalf of Weatxxxxxxx to Enterra specifically for use therein) will be, was prepared in accordance with Canadian generally accepted accounting principles applied on a consistent basis (except as may be noted therein or in the notes or schedules thereto), ) and complied with the rules and regulations of the TSE and the Commissions. Such consolidated financial statements fairly presents or will fairly present, as the case may be, in all material respects, present the consolidated financial position of Enterra and the Enterra Subsidiaries Taro as of the dates thereof and the statements results of incomeoperations, cash flows and stockholderschanges in shareholders' equity for the periods then ended (subject, in accordance with generally accepted accounting principles. Each the case of the unaudited interim financial statements included or incorporated by reference in the Enterra Commission Filings wasstatements, and each of the unaudited consolidated financial statements to be included or incorporated by reference in the Proxy Statement (except for those financial statements of Weatxxxxxxx xxx the Weatxxxxxxx Xxxsidiaries furnished by or normal year-end audit adjustments on behalf of Weatxxxxxxx xx Enterra specifically for use therein) will be, prepared in a manner consistent basis comparable with the audited consolidated financial statements and generally accepted accounting principlespast periods). As of the date hereof, Enterra Taro has no material liabilities, absolute or contingent, that may reasonably be expected to have a Taro MAE, that are not reflected in the Enterra Taro Commission Filings, except (i) liabilities not required under generally accepted accounting principles to be reflected on such financial statements or the notes thereto and (ii) liabilities those incurred in the ordinary course of business since the date of such financial statements consistent with past operations and not relating to the borrowing of money, and (ii) those set forth in Section 3.2(e) of the Taro Disclosure Letter.

Commission Filings; Financial Statements. Since January 1, 1992, Enterra and each of the Enterra Subsidiaries have The Company has filed all reports, registration statements and other filings, together with any amendments required to be made with respect thereto, Commission Filings that they have it has been required to file with the Commission under the Securities Act and the Exchange Act. All reports, registration statements and other filings (including, without limitation, all notes, exhibits and schedules thereto and documents incorporated by reference therein) filed by Enterra with the Commission since January 1, 1992 through the date of this Agreement, together with any amendments thereto, are sometimes collectively referred to as the "Enterra Commission Filings". Enterra has heretofore delivered to Weatxxxxxxx xxxies of the Enterra Commission Filings. As of the effectiveness respective dates declared by the Commission, in the case of registration statements, as of the mailing dates, in the case of proxy statements, or as of the their filing dates with the Commission, in or the case date of all other Enterra Commission Filingsany amendment thereto filed on or prior to the date hereof, the Enterra Commission Filings complied, and the Proxy Statement (except with respect complied as to information concerning Weatxxxxxxx xxx the Weatxxxxxxx Xxxsidiaries furnished by or on behalf of Weatxxxxxxx xx Enterra specifically for use therein) will comply, form in all material respects with the applicable provisions of the Securities Act, Act and the Exchange Act and the rules and regulations of the Commission promulgated thereunder, as applicable, and did not or will not, as the case may be, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. All material contracts Each of Enterra and the Enterra Subsidiaries have been historical consolidated financial statements of the Company (including any related notes or schedules) included in the Enterra Commission FilingsFilings was prepared in accordance with GAAP (except as may be disclosed therein), except for those contracts not required to be filed pursuant to and complied in all material respects with the rules and regulations of the Commission. Each of the audited consolidated Such financial statements (including, without limitation, any related notes or schedules) included or incorporated by reference in the Enterra Commission Filings was, and each of the audited consolidated financial statements to be included or incorporated by reference in the Proxy Statement (except for those financial statements of Weatxxxxxxx xxx the Weatxxxxxxx Xxxsidiaries furnished by or on behalf of Weatxxxxxxx to Enterra specifically for use therein) will be, prepared in accordance with generally accepted accounting principles applied on a consistent basis (except as may be noted therein or in the notes or schedules thereto), and fairly presents or will fairly present, as the case may be, present in all material respects, respects the consolidated financial position of Enterra the Company and the Enterra its Subsidiaries as of the dates thereof and the statements consolidated results of incomeoperations, cash flows and changes in stockholders' equity for the periods then ended (subject, in accordance with generally accepted accounting principles. Each the case of the unaudited interim financial statements included statements, to normal, recurring year-end audit adjustments). Except as set forth or incorporated by reference in the Enterra Commission Filings was, and each of the unaudited consolidated financial statements to be included or incorporated by reference in the Proxy Statement (except for those financial statements of Weatxxxxxxx xxx the Weatxxxxxxx Xxxsidiaries furnished by or on behalf of Weatxxxxxxx xx Enterra specifically for use therein) will be, prepared in a manner consistent with the audited consolidated financial statements and generally accepted accounting principles. As of the date hereof, Enterra has no material liabilities, absolute or contingent, not reflected in the Enterra Commission FilingsFilings filed prior to the date hereof or as set forth on Schedule 4.6, except neither the Company nor any of its Subsidiaries have any liabilities or obligations of any nature (iwhether accrued, absolute, contingent, unasserted or otherwise) liabilities not required under generally accepted accounting principles to be reflected on such financial statements that individually or the notes thereto and (ii) liabilities incurred in the ordinary course of business since the date of such financial statements consistent with past operations and not relating aggregate could reasonably be expected to the borrowing of moneyhave a Material Adverse Effect.