Common use of Company Reports; Financial Statements Clause in Contracts

Company Reports; Financial Statements. (i) The Company has delivered to Parent each registration statement, report, proxy statement or information statement prepared by the Company since December 31, 2003, or each such document is available on the SEC’s website, including (i) the Company’s Annual Report on Form 10-K for the year ended December 31, 2003, and (ii) the Company’s Quarterly Reports on Form 10-Q for the periods ended April 3, 2004, July 3, 2004 and October 2, 2004, each in the form (including exhibits, annexes and any amendments thereto) filed with the SEC (collectively, including any such reports filed subsequent to the date of this Agreement, the “Company Reports”). As of their respective dates (or, if amended, as of the date of such amendment), the Company Reports did not, and any Company Reports filed with the SEC subsequent to the date of this Agreement will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. Each of the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) fairly presents, or will fairly present, the consolidated financial position of the Company and its Subsidiaries as of its date and each of the consolidated statements of income and of changes in financial position included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents, or will fairly present, the results of operations, retained earnings and changes in financial position, as the case may be, of the Company and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with U.S. generally accepted accounting principles (“GAAP”) consistently applied during the periods involved, except as may be noted therein. Since January 1, 2001, the Company has complied in all material respects with its reporting obligations under the Exchange Act.

Company Reports; Financial Statements. (i) The Company has delivered made available to Parent each registration statement, report, proxy statement or information statement prepared by the Company it since December 31, 2003, or each such document is available on the SEC’s website, 1994 including (i) the Company’s 's Annual Report on Form 10-K for the year ended December 31, 20031996 (the "Audit Date"), and (ii) the Company’s 's Quarterly Reports on Form 10-Q for the periods ended April 3March 31, 20041997, July 3June 30, 2004 1997 and October 2September 30, 20041997, each in the form (including exhibits, annexes and any amendments thereto) filed with the SEC Securities and Exchange Commission (the "SEC") (collectively, including any such reports filed subsequent to the date of this Agreementhereof, the “"Company Reports”"). As of their respective dates (or, if amended, as of the date of such amendment)dates, the Company Reports did not, and any Company Reports filed with the SEC subsequent to the date of this Agreement hereof will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. Each of the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) fairly presents, or will fairly present, the consolidated financial position of the Company and its Subsidiaries as of its date and each of the consolidated statements of income and of changes in financial position included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents, or will fairly present, the results of operations, retained earnings and changes in financial position, as the case may be, of the Company and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with U.S. generally accepted accounting principles (“"GAAP”") consistently applied during the periods involved, except as may be noted therein. Since January 1, 2001, the Company has complied in all material respects with its reporting obligations under the Exchange Act.

Company Reports; Financial Statements. (i) The Company has delivered to Parent each registration statementSince December 31, report2007, proxy statement or information statement prepared by the Company and its Subsidiaries have filed or furnished, as applicable, on a timely basis (taking into account all applicable grace periods) all material forms, statements, certifications, reports and other documents required to be filed or furnished by them under the Public Utility Holding Company Act of 2005, the Energy Policy Act of 2005, the FPA, the Communications Act of 1934, and the Laws of FERC, the Department of Energy, the FCC and applicable state public utility Laws (such forms, statements, certifications, reports and other documents filed or furnished since December 31, 2003, 2007 and those filed or each such document is available on the SEC’s website, including (i) the Company’s Annual Report on Form 10-K for the year ended December 31, 2003, and (ii) the Company’s Quarterly Reports on Form 10-Q for the periods ended April 3, 2004, July 3, 2004 and October 2, 2004, each in the form (including exhibits, annexes and any amendments thereto) filed with the SEC (collectively, including any such reports filed furnished subsequent to the date of this Agreementhereof, collectively, the “Company Reports”). As Each Company Report, as of their respective dates its filing date (or, or if amended, as of the date of such amendment), complied or, if not yet filed or furnished, will comply in all material respects with applicable requirements of applicable Laws and the rules and regulations thereunder. Since December 31, 2007, the Company and its Subsidiaries have filed or furnished, as applicable, on a timely basis (taking into account all applicable grace periods) all forms, certifications, reports, registration statements, definitive proxy statements and other documents required to be filed or furnished by them with the SEC under the Securities Act and the Exchange Act (such forms, certifications, reports, registration statements, definitive proxy statements and other documents filed or furnished since December 31, 2007 and those filed or furnished subsequent to the date hereof, collectively, the “Company SEC Reports”). Each of the Company SEC Reports (including any financial statements or schedules included therein), at the time of its filing or being furnished (or if amended, as of the date of such amendment), complied or, if not yet filed or furnished, will comply in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 and any rules and regulations promulgated thereunder applicable to the Company SEC Reports. As of their respective dates (or, if amended prior to the date hereof, as of the date of such amendment), the Company SEC Reports did not, and any Company SEC Reports filed with or furnished to the SEC subsequent to the date of this Agreement hereof will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. Each As of the consolidated balance sheets included in date hereof, there are no material outstanding or incorporated by reference into unresolved comments received from the Company Reports (including the related notes and schedules) fairly presents, or will fairly present, the consolidated financial position SEC with respect to any of the Company and its Subsidiaries as of its date and each of the consolidated statements of income and of changes in financial position included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents, or will fairly present, the results of operations, retained earnings and changes in financial position, as the case may be, of the Company and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with U.S. generally accepted accounting principles (“GAAP”) consistently applied during the periods involved, except as may be noted therein. Since January 1, 2001, the Company has complied in all material respects with its reporting obligations under the Exchange ActSEC Reports.

Company Reports; Financial Statements. (i) The Company has delivered filed all reports and other documents to Parent be filed by it since its formation under the Exchange Act or the Securities Act. Section 3.5 of the Seller Disclosure Letter contains a complete list of each registration statement, report, proxy statement or information statement prepared by the Company since December 31, 2003, or each such document is available on the SEC’s website, including (i) the Company’s Annual Report on Form 10-K for the year ended December 31, 2003, and (ii) the Company’s Quarterly Reports on Form 10-Q for the periods ended April 3, 2004, July 3, 2004 and October 2, 2004, each in the form (including exhibits, annexes and any amendments thereto) filed by it with the SEC (collectively, including any such reports filed subsequent to the date of this Agreementhereof, the “"Company Reports”"). The Company has delivered or will deliver promptly after filing true and correct copies of each of the Company Reports to Buyer. As of their respective dates (or, if amended, as of the date of such amendment)dates, the Company Reports did not, and any Company Reports filed with the SEC subsequent to the date of this Agreement hereof will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances in which they were made, not misleading. Each of the Company Reports complied in all material respects with the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations thereunder. To the Knowledge of the Company, each of the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) fairly presents, or will fairly present, in all material respects, the consolidated financial position of the Company and each of its Subsidiaries as of its date date, and each of the consolidated statements of income income, shareholders' equity and of changes in financial position cash flows included in or incorporated by reference into the Company Reports (including any related notes and schedules) (together with such consolidated balance sheets hereinafter the "Financial Statements") fairly presents, or will fairly present, in all material respects, the results of consolidated operations, retained earnings shareholders' equity and changes in financial positioncash flows, as the case may be, of the Company and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with U.S. generally accepted accounting principles (“"GAAP”") consistently applied during the periods involved, except as may be noted therein. Since January 1, 2001, the Company has complied in all material respects with its reporting obligations under the Exchange Act.

Company Reports; Financial Statements. (i) The Company has delivered or made available to Parent each registration statement, report, proxy statement or information statement prepared by the Company it since December 31, 2003, or each such document is available on 1996 (the SEC’s website"Audit Date"), including (i) the Company’s 's Annual Report on Form 10-K for the year ended December 31, 2003, 1996 and (ii) the Company’s 's Quarterly Reports on Form 10-Q for the periods ended April 3March 31, 20041997, July 3June 30, 2004 1997 and October 2September 30, 20041997, each in the form (including exhibits, annexes and any amendments thereto) filed with the SEC Securities and Exchange Commission (the "SEC") (collectively, including any such reports filed subsequent to the date of this Agreementhereof, the “"Company Reports”"). As of their respective dates (or, if amended, as of the date of such amendment)dates, the Company Reports did not, and any Company Reports filed with the SEC subsequent to the date of this Agreement hereof will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. Each of the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) fairly presents, or will fairly present, the consolidated financial position of the Company and its Subsidiaries as of its date and each of the consolidated statements of income and of changes in financial position included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents, or will fairly present, the consolidated results of operations, retained earnings and changes in financial position, as the case may be, of the Company and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with U.S. generally accepted accounting principles (“"GAAP”") consistently applied during the periods involved, except as may be noted therein. Since January 1The Company has delivered or made available to Parent true and complete copies of the annual and quarterly statements of each of the Company Insurance Subsidiaries as filed with the applicable insurance regulatory authorities for the years ended December 31, 20011994, 1995 and 1996 and the quarterly periods ended March 31, 1997, June 30, 1997 and September 30, 1997, including all exhibits, interrogatories, notes, schedules and any actuarial opinions, affirmations or certifications or other supporting documents filed in connection therewith (collectively, the "Company has SAP Statements"). The Company SAP Statements were prepared in conformity with statutory accounting practices prescribed or permitted by the applicable insurance regulatory authority consistently applied for the periods covered thereby and present fairly the statutory financial position of such Company Insurance Subsidiaries as at the respective dates thereof and the results of operations of such Subsidiaries for the respective periods then ended. The Company SAP Statements complied in all material respects with its reporting obligations under all applicable laws, rules and regulations when filed, and no material deficiency has been asserted with respect to any Company SAP Statements by the Exchange Actapplicable insurance regulatory body or any other governmental agency or body. The annual statutory balance sheets and income statements included in the Company SAP Statements have been audited by Ernst & Young LLP, and the Company has delivered or made available to Parent true and complete copies of all audit opinions related thereto. The Company has delivered or made available to Parent true and complete copies of all examination reports of insurance departments and any insurance regulatory agencies since January 1, 1994 relating to the Company Insurance Subsidiaries.

Company Reports; Financial Statements. (i) The Company has delivered to the Parent each registration statement, report, proxy statement or information statement prepared by it since January 1, 2000 (the Company since December 31, 2003, or each such document is available on the SEC’s website"Audit Date"), including (i) the Company’s 's Annual Report on Form 10-K for the year ended December 31January 1, 20032000, and (ii) the Company’s 's Current Report on Form 8-K, filed with the SEC xx Xxxxx 0, 0000, (xxx) xxx Company's Form 10-K/A filed with the SEC on May 1, 2000, and (iv) the Company's Quarterly Reports Report on Form 10-Q for the periods quarterly period ended April 31, 2004, July 3, 2004 and October 2, 20042000, each in the form (including exhibits, annexes and any amendments thereto) filed with the SEC Securities and Exchange Commission (the "SEC") and (v) an unaudited consolidated balance sheet for the Company and its Subsidiaries as of June 1, 2000 (collectively, including any such reports filed subsequent to the date of this Agreementhereof and as amended, the “"Company Reports”"). As of their respective dates (or, if amended, as of the date of such amendment), the Company Reports did not, and any Company Reports filed with the SEC subsequent to the date of this Agreement hereof will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. Each of the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) fairly presents, or will fairly present, the consolidated financial position of the Company and its Subsidiaries as of its date and each of the consolidated statements of income and of changes in financial position included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents, or will fairly present, the results of operations, retained earnings and changes in financial position, as the case may be, of the Company and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with U.S. generally accepted accounting principles (“"GAAP”") consistently applied during the periods involved, except as may be noted therein. Since January 1, 2001, the Company has complied in all material respects with its reporting obligations under the Exchange Act.

Company Reports; Financial Statements. (i) The Company has delivered ------------------------------------- to Parent each registration statement, report, proxy statement or information statement prepared by the Company it since December 31, 2003, or each such document is available on the SEC’s website1996, including (i) the Company’s 's Annual Report on Form 10-K for the year ended December 31, 20031996, and (ii) the Company’s 's Quarterly Reports on Form 10-Q for the periods ended April 3March 31, 20041997, July 3June 30, 2004 1997, and October 2September 30, 20041997, and (iii) the Company's two Current Reports on Form 8-K dated June 17, 1997, each in the form (including exhibits, annexes and any amendments thereto) filed with the SEC (collectively, including any such reports filed subsequent to the date of this Agreementhereof, the “"Company Reports”"). --------------- As of their respective dates (or, if amended, as of the date of such amendment)dates, the Company Reports did not, and any Company Reports filed with the SEC subsequent to the date of this Agreement hereof will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. Each of the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) fairly presents, or will fairly present, the consolidated financial position of the Company and its Subsidiaries as of its date and each of the consolidated statements of income and of changes in financial position cash flows included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents, or will fairly present, the results of operations, retained earnings and changes in financial position, as the case may be, of the Company and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with U.S. generally accepted accounting principles (“"GAAP”") ---- consistently applied during the periods involved, except as may be noted therein. Since January 1, 2001, the Company has complied in all material respects with its reporting obligations under the Exchange Act.

Company Reports; Financial Statements. (i) The Company has delivered to Parent To the best knowledge of the Company, each registration statement, report, proxy statement or information statement prepared by of the Company since December 31, 2003, or each such document is available on the SEC’s website, including (i) the Company’s Annual Report on Form 10-K for the year ended December 31, 2003, and (ii) the Company’s Quarterly Reports on Form 10-Q for the periods ended April 3, 2004, July 3, 2004 and October 2, 2004, each in the form (including exhibits, annexes and any amendments thereto) filed its Subsidiaries has made all filings required to be made with the SEC since January 1, 2002 (collectively, including any such reports filed subsequent to the date of this Agreementhereof, the “Company Reports”), none of the Company or any of its Subsidiaries has made or is or has been required to make any filing with any other Governmental Entity since January 1, 2002, other than Tax filings and other routine corporate filings and each of the Company and its Subsidiaries has made available to the Parent each schedule, report or other filing (including any amendments or supplements thereto) prepared by it since December 31, 2003 (the “Audit Date”), each in the form (including exhibits and any amendments or supplements thereto) filed with the SEC. The Company has made available to Parent true and complete copies of each Company Report and each of the Company Reports so delivered (A) are, and any Company Reports filed with the SEC subsequent to the date hereof will be, in material compliance with all Laws and other requirements applicable to such Company Reports and (B) were, and any Company Reports filed with the SEC subsequent to the date hereof will be, timely made. Neither the Company nor any of its Subsidiaries has received or is otherwise aware of any comments or inquiries from the SEC relating to any Company Report that, individually or in the aggregate, have had or is reasonably expected to have a Company Material Adverse Effect, or is reasonably expected to prevent, materially delay or materially impair the ability of the Company to consummate the Merger or any other transactions contemplated by this Agreement. As of their respective dates (or, or if amended, as of the date of such amendment), the Company Reports did not, and any Company Reports filed with the SEC subsequent to the date of this Agreement hereof will not, contain any untrue statement of a material fact or omit fact. The Company has delivered to state a material fact required to be stated therein or necessary to make the Parent true and complete copies of (x) the audited consolidated financial statements made thereinof PCX for the fiscal year ended December 31, in light 2003, (y) the unaudited consolidated financial statements of PCX for the quarterly periods ended March 31, 2004 and June 30, 2004, and (z) the unaudited consolidated financial statements of the circumstances in which they were madeCompany for the quarterly period ended September 30, not misleading2004 (the “September 30, 2004 Company Financial Statements”) ((x), (y) and (z) collectively, the “Company Financial Statements”). Each of the consolidated balance sheets included in or incorporated by reference into the Company Reports Financial Statements (including the related notes and schedules) fairly presents, or will fairly present, presents the consolidated financial position of the Company and its Subsidiaries as of its date and each of the consolidated statements of income income, retained earnings, and cash flows and of changes in financial position included in or incorporated by reference into the Company Reports Financial Statements (including any related notes and schedules) fairly presents, or will fairly present, presents the results of operations, retained earnings earnings, stockholders’ equity, cash flows and changes in financial position, as the case may be, of the Company and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to the absence of notes and normal year-end audit adjustments that adjustments, which will not be material in amount or effect), in each case in accordance conformity with U.S. generally accepted accounting principles (“GAAP”) consistently applied during the periods involved, except as may be noted therein. Since January 1, 2001, the Company has complied in all material respects with its reporting obligations under the Exchange Act.

Company Reports; Financial Statements. (ia) The Since January 1, 2011, the Company has delivered timely filed or otherwise furnished (as applicable) all registration statements, prospectuses, forms, reports, definitive proxy statements, schedules, statements and other documents (including exhibits and all other information incorporated by reference) required to Parent each registration statementbe filed by it under the Securities Act or the Exchange Act, reportas the case may be, proxy statement or information statement prepared together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) (such documents and any other documents filed by the Company since December 31, 2003, or each such document is available on any of its Subsidiaries with the Securities and Exchange Commission (the “SEC’s website”), including (i) exhibits and other information incorporated therein as they have been supplemented, modified or amended since the Company’s Annual Report on Form 10-K for the year ended December 31time of filing, 2003, and (ii) the Company’s Quarterly Reports on Form 10-Q for the periods ended April 3, 2004, July 3, 2004 and October 2, 2004, each in the form (including exhibits, annexes and any amendments thereto) filed with the SEC (collectively, including any such reports filed subsequent the “Company SEC Documents”). As of their respective filing dates (or, if amended or superseded by a filing prior to the date of this Agreement, the “Company Reports”). As of their respective dates (or, if amended, as of then on the date of such amendmentfiling), the Company Reports SEC Documents (i) did not, and any Company Reports filed with the SEC subsequent to the date of this Agreement will not, not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances in under which they were made, not misleading. Each misleading and (ii) complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of the SEC thereunder. None of the Company’s Subsidiaries is required to make any filings with the SEC. All of the audited consolidated balance sheets financial statements and unaudited consolidated interim financial statements of the Company included in or incorporated by reference into the Company Reports SEC Documents (including together with the related notes and schedulesschedules thereto, collectively, the “Company Financial Statements”) (A) have been prepared from, and are in accordance with, the books and records of the Company and the Company’s Subsidiaries in all material respects, (B) have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments) and (C) fairly presents, or will fairly present, present in all material respects the consolidated financial position and the consolidated results of operations, cash flows and changes in stockholders’ equity of the Company and its Subsidiaries as of its date the dates and each of the consolidated statements of income and of changes in financial position included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents, or will fairly present, the results of operations, retained earnings and changes in financial position, as the case may be, of the Company and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, referred to notes and normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with U.S. generally accepted accounting principles (“GAAP”) consistently applied during the periods involved, except as may be noted therein. Since January 1, 2001, the Company has complied in all material respects with its reporting obligations under the Exchange Act.

Company Reports; Financial Statements. (i) The Company has delivered to Parent each registration statement, report, proxy statement or information statement prepared by that it has filed with or furnished to the Company SEC since December 31, 20032002 (the “Company Audit Date”) (collectively, including any other reports filed with or each such document is available on furnished to the SEC’s websiteSEC subsequent to the date hereof and as amended, the “Company Reports”), including (i) the Company’s Annual Report on Form 10-K for the year ended December 31, 2003, 2002 and (ii) the Company’s Quarterly Reports on Form 10-Q for the periods ended April 3March 31, 20042003 and June 30, July 3, 2004 and October 2, 2004, each in the form 2003 (including exhibits, annexes and any amendments thereto) filed with the SEC (collectively, including any such reports filed subsequent to the date of this Agreement, the “Company Reports”). As of their respective dates (or, if amendedamended prior to the date hereof, as of the date of such amendment), the Company Reports did not, and any Company Reports filed with or furnished to the SEC subsequent to the date of this Agreement hereof will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. Each of the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) fairly presents, or will fairly present, the consolidated financial position of the Company and its Subsidiaries as of its date and each of the consolidated statements of income and of changes in financial position included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents, or will fairly present, the results of operations, retained earnings and changes in financial position, as the case may be, of the Company and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with U.S. Canadian generally accepted accounting principles (“Canadian GAAP”) consistently applied during the periods involved, except as may be noted therein. Since January 1, 2001, the Company has complied in all material respects with its reporting obligations under the Exchange Act.

Company Reports; Financial Statements. (i) The Company has delivered made ------------------------------------- available to Parent each registration statement, report, proxy statement or information statement prepared filed with the SEC by the Company it since December October 31, 2003, or each such document is available on 1997 (the SEC’s website"Audit Date"), including (i) the Company’s 's Annual Report on Form 10-K for the year ---------- ended December October 31, 2003, and 1997 (ii) the Company’s Quarterly Reports on Form "Company 10-Q for the periods ended April 3, 2004, July 3, 2004 and October 2, 2004, each K") in the form (including exhibits, ------------ annexes and any amendments thereto) filed with the SEC (collectively, including any such reports filed subsequent to the date of this Agreementhereof, the “"Company Reports”"). As --------------- of their respective dates (or, if amended, as of the date of such amendment)dates, the Company Reports did notcomplied, and any Company Reports filed with the SEC subsequent to after the date hereof will comply, as to form in all material respects with the applicable requirements of this Agreement the Exchange Act and the Securities Act of 1933, as amended (the "Securities Act"), and the Company Reports did not, -------------- and any Company Reports filed with the SEC after the date hereof will not, at the time of their filing, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. Each of the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) fairly presents, or will fairly present, the consolidated financial position of the Company and its Subsidiaries as of its date and each of the consolidated statements of income and of changes in financial position included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents, or will fairly present, the results of operations, retained earnings and changes in financial position, as the case may be, of the Company and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-year- end audit adjustments that will not be material in amount or effect), in each case in accordance with U.S. United States generally accepted accounting principles (“"GAAP”") consistently applied during the periods involved, except as may be ---- noted therein. Since January 1, 2001, The Company has heretofore made available or promptly will make available to Parent a complete and correct copy of all amendments or modifications (in draft or final form) which are required to be filed with the SEC but have not yet been filed with the SEC to the Company has complied in all material respects Reports, agreements, documents or other instruments which previously had been filed by the Company with its reporting obligations under the SEC pursuant to the Exchange Act. For purposes of this Agreement, "Balance Sheet" means the consolidated balance sheet of the Company as of ------------- October 31, 1997 set forth in the Company 10-K. Except as set forth in Company Reports filed with the SEC prior to the date hereof or as incurred in the ordinary course of business since the date of the most recent financial statements included in the Company Reports, neither the Company nor any of its subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which would be required under GAAP to be set forth on a consolidated balance sheet of the Company and its subsidiaries taken as a whole and which individually or in the aggregate would have a Company Material Adverse Effect.

Company Reports; Financial Statements. (i) The Company has delivered to Parent each Each registration ------------------------------------- statement, schedule, report, proxy statement or information statement prepared by the Company it since December 31, 20031999 (the "Audit Date"), or each such document is available on the SEC’s websiteincluding, including without limitation, ---------- (i) the Company’s 's Annual Report on Form 10-K for the year ended December 31, 2003, 1999 and (ii) the Company’s 's Quarterly Reports on Form 10-Q for the periods period ended April 3March 31, 2004, July 3, 2004 and October 2, 20042000, each in the form (including exhibits, annexes exhibits and any amendments thereto) filed with the SEC (collectively, including any such reports filed subsequent to the date of this Agreement, the “"Company Reports”)") is available on Xxxxx. --------------- As of their respective dates (or, if amended, as of the date of such amendment)dates, the Company Reports did not, and any Company Reports filed with the SEC subsequent to the date of this Agreement hereof will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. Each of the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) fairly presents, or will fairly present, presents in all material respects the consolidated financial position of the Company and its Subsidiaries subsidiaries as of its date and each of the consolidated statements of income income, cash flows and of changes in financial position shareholders' equity included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents, or will fairly present, presents in all material respects the results of operations, retained earnings cash flows and changes in financial positionshareholders' equity, as the case may be, of the Company and its Subsidiaries subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that which will not be material in amount or effect), in each case in accordance with U.S. generally accepted accounting principles (“"GAAP”") consistently applied during the periods ---- involved, except as may be noted therein. Since January 1, 2001, the Company has complied in all material respects with its reporting obligations under the Exchange Act.

Company Reports; Financial Statements. (i) The Company has delivered made available to the Parent each registration statement, report, form, proxy statement or information statement prepared or other document filed or furnished by the Company or any of its Subsidiaries with or to the SEC since December 31June 30, 2003, or each such document is available on 2004 (the SEC’s website“Company Audit Date”), including (i) the Company’s Annual Report on Form 10-K for the year ended December 31June 30, 2003, 2004 and (ii) the Company’s Quarterly Reports on Form 10-Q for the periods ended April 3, 2004, July 3, 2004 September 30 and October 2December 31, 2004, each in the form (including exhibits, annexes and any amendments thereto) filed with the SEC (collectivelycollectively with each other, including any such reports registration statements, reports, forms, proxy or information statements or other documents so filed or furnished subsequent to the date of this AgreementAgreement and any amendments to any of the foregoing, the “Company Reports”). The Company and its Subsidiaries have filed or furnished, as applicable, with or to the SEC all registration statements, reports, forms, proxy or information statements and other documents required to be so filed or furnished by them pursuant to applicable securities statutes, regulations, policies and rules since the Company Audit Date. Each of the Company Reports, at the time first filed with or furnished to the SEC, complied or will comply (as applicable) in all material respects with the applicable requirements of the Securities Act and Exchange Act and the rules and regulations thereunder. As of their respective dates (or, if amended, as of the date of such amendment)dates, the Company Reports did not, and any Company Reports filed with the SEC subsequent to the date of this Agreement will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. Each The Company Reports included or will include all certificates required to be included therein pursuant to Sections 302 and 906 of the consolidated balance sheets included in or incorporated by reference into Xxxxxxxx-Xxxxx Act of 2002, as amended (the Company Reports (including “SOX Act”), and, to the related notes and schedules) fairly presents, or will fairly presentextent applicable, the consolidated financial position internal control report and attestation of the Company and its Subsidiaries as of its date and each Company’s outside auditors required by Section 404 of the consolidated statements of income and of changes in financial position included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents, or will fairly present, the results of operations, retained earnings and changes in financial position, as the case may be, of the Company and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with U.S. generally accepted accounting principles (“GAAP”) consistently applied during the periods involved, except as may be noted therein. Since January 1, 2001, the Company has complied in all material respects with its reporting obligations under the Exchange SOX Act.

Company Reports; Financial Statements. (ia) The Company Except as set forth on Section 4.5(a) of the Parent Disclosure Letter, since January 1, 2013, Parent has delivered filed or otherwise furnished (as applicable) all registration statements, prospectuses, forms, reports, definitive proxy statements, schedules, statements and other documents (including exhibits and all other information incorporated by reference) required to be filed by it under the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act (such documents and any other documents filed by Parent each registration statement, report, proxy statement or information statement prepared by the Company since December 31, 2003, or each such document is available on any of its Subsidiaries with the SEC’s website, including (i) exhibits and other information incorporated therein as they have been supplemented, modified or amended since the Company’s Annual Report on Form 10-K for the year ended December 31time of filing, 2003, and (ii) the Company’s Quarterly Reports on Form 10-Q for the periods ended April 3, 2004, July 3, 2004 and October 2, 2004, each in the form (including exhibits, annexes and any amendments thereto) filed with the SEC (collectively, including any such reports filed subsequent the “Parent SEC Documents”). As of their respective filing dates (or, if amended or superseded by a filing prior to the date of this Agreement, the “Company Reports”). As of their respective dates (or, if amended, as of then on the date of such amendmentfiling), the Company Reports Parent SEC Documents (i) did not, and any Company Reports filed with the SEC subsequent to the date of this Agreement will not, not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances in under which they were made, not misleading. Each misleading and (ii) complied in all material respects with the applicable requirements of the consolidated balance sheets included in Exchange Act or incorporated by reference into the Company Reports (including the related notes and schedules) fairly presents, or will fairly present, the consolidated financial position of the Company and its Subsidiaries as of its date and each of the consolidated statements of income and of changes in financial position included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents, or will fairly present, the results of operations, retained earnings and changes in financial positionSecurities Act, as the case may be, the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of the Company SEC thereunder. None of Parent’s Subsidiaries is required to make any filings with the SEC. All of the audited consolidated financial statements and its unaudited consolidated interim financial statements of Parent included in the Parent SEC Documents (together with the related notes and schedules thereto, collectively, the “Parent Financial Statements”) (A) have been prepared from, and are in accordance with, the books and records of Parent and Parent’s Subsidiaries for in all material respects, (B) have been prepared in accordance with GAAP applied on a consistent basis during the periods set forth therein involved (subjectexcept as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, to notes for normal and normal recurring year-end audit adjustments that will not be material in amount or effect), in each case in accordance with U.S. generally accepted accounting principles adjustments) and (“GAAP”C) consistently applied during the periods involved, except as may be noted therein. Since January 1, 2001, the Company has complied fairly present in all material respects with the consolidated financial position and the consolidated results of operations, cash flows and changes in stockholders’ equity of Parent and its reporting obligations under Subsidiaries as of the Exchange Actdates and for the periods referred to therein.

Company Reports; Financial Statements. (i) The Company has delivered or made available to Parent the Investor (i) each registration statement, report, proxy statement or information statement prepared by filed with the Company Securities and Exchange Commission (the "SEC") since December 31September 30, 2003, or each such document is available on the SEC’s website2000, including (i) the Company’s 's Annual Report on Form 10-K for the fiscal year ended December 31September 30, 20032000, and (ii) the Company’s 's Quarterly Reports on Form 10-Q for the periods quarters ended April 3December 31, 20042000 and March 31, July 32001 and the Company's proxy statement dated March 7, 2004 and October 2, 2004, 2001 with respect to its annual meeting in each case in the form (including exhibits, annexes and any amendments thereto) filed with the SEC (collectively, including any such reports filed subsequent to the date of this Agreement, the “"Company Reports”"). As of their respective dates (or, if amended, as of the date of such amendment)dates, the Company Reports did not, and any Company Reports filed complied in all material respects with the SEC subsequent to requirements of the date Securities Act of this Agreement will not1933, as amended (the "Securities Act") and the Securities Exchange Act of 1934, as amended and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. Each of the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) fairly presents, or will fairly present, presents in all material respects the consolidated financial position of the Company and its Subsidiaries as of its date and each of the consolidated statements of income operations, stockholders equity and of changes in financial position cash flows included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents, or will fairly present, presents in all material respects the results of operations, retained earnings net losses and changes in financial positioncash flows, as the case may be, of the Company and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to the absence of notes and normal year-end audit adjustments that will not be material in amount or effectadjustments), in each case in accordance with U.S. generally accepted accounting principles (“GAAP”) consistently applied during the periods involved, except as may be noted therein. Since January 1, 2001, therein (the date of the most recently filed balance sheet of the Company has complied in all material respects with its reporting obligations under is hereinafter referred to as the Exchange Act"Balance Sheet Date").

Company Reports; Financial Statements. (ia) The Since January 1, 2006, the Company has delivered timely filed or otherwise furnished (as applicable) all registration statements, prospectuses, forms, reports, definitive proxy statements, schedules, statements and documents required to Parent each registration statementbe filed by it under the Securities Act or the Exchange Act, reportas the case may be, proxy statement or information statement prepared together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) (such documents and any other documents filed by the Company since December 31, 2003, or each such document is available on any of its Subsidiaries with the SEC’s website, including (i) exhibits and other information incorporated therein as they have been supplemented, modified or amended since the Company’s Annual Report on Form 10-K for the year ended December 31time of filing, 2003, and (ii) the Company’s Quarterly Reports on Form 10-Q for the periods ended April 3, 2004, July 3, 2004 and October 2, 2004, each in the form (including exhibits, annexes and any amendments thereto) filed with the SEC (collectively, including any such reports filed subsequent the “Company SEC Documents”). As of their respective filing dates (or, if amended or superseded by a filing prior to the date of this Agreement, the “Company Reports”). As of their respective dates (or, if amended, as of then on the date of such amendmentfiling), the Company Reports SEC Documents (i) did not, and any Company Reports filed with the SEC subsequent to the date of this Agreement will not, not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances in under which they were made, not misleading. Each misleading and (ii) complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of the SEC thereunder. None of the Company’s Subsidiaries is required to make any filings with the SEC. All of the audited consolidated balance sheets financial statements and unaudited consolidated interim financial statements of the Company included in or incorporated by reference into the Company Reports SEC Documents (including together with the related notes and schedulesschedules thereto, collectively, the “Company Financial Statements”) (A) have been prepared from, and are in accordance with, the books and records of the Company and the Company’s Subsidiaries in all material respects, (B) have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments) and (C) fairly presents, or will fairly present, present in all material respects the consolidated financial position and the consolidated results of operations, cash flows and changes in shareholders’ equity of the Company and its Subsidiaries as of its date the dates and each of the consolidated statements of income and of changes in financial position included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents, or will fairly present, the results of operations, retained earnings and changes in financial position, as the case may be, of the Company and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, referred to notes and normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with U.S. generally accepted accounting principles (“GAAP”) consistently applied during the periods involved, except as may be noted therein. Since January 1, 2001, the Company has complied in all material respects with its reporting obligations under the Exchange Act.

Company Reports; Financial Statements. (i) The Company has delivered to Parent each registration statementfiled or furnished, reportas applicable, proxy statement or information statement prepared by the Company since December 31, 2003, or each such document is available on the SEC’s website, including (iA) the Company’s Annual Report its annual report on Form 10-K for the year fiscal years ended December 31, 20032014, 2013 and 2012, (iiB) the Company’s Quarterly Reports its quarterly reports on Form 10-Q for its fiscal quarters ended after December 31, 2014, (C) its proxy or information statements relating to meetings of, or actions taking without a meeting by, the periods ended April 3stockholders of the Company held since December 31, 20042013, July 3and (D) all other forms, 2004 reports, schedules, and October 2, 2004, each in the form (including exhibits, annexes and any amendments thereto) other statements required to be filed or furnished by it with the SEC under the Exchange Act or the Securities Act since January 1, 2013 (collectively, the “Applicable Date”) (clauses (A) through (D) together with any exhibits or schedules included or incorporated by reference in any such document and including any such reports filed subsequent to the date of this Agreementsupplements, modifications or other amendments thereto, collectively, the “Company Reports”). As of their its respective dates (ordate, and, if amended, supplemented or modified by a subsequent filing with the SEC since its respective date, as of the date of the last such amendment), supplement or modification, each Company Report complied in all material respects with the applicable requirements of the Securities Act, the Company Reports did notExchange Act and the Xxxxxxxx-Xxxxx Act of 2002 (“SOX”), and any Company Reports filed with the SEC subsequent rules and regulations promulgated thereunder applicable to the Company Report. Each registration statement, as amended or supplemented, if applicable, filed by the Company pursuant to the Securities Act since January 1, 2012, as of the date of this Agreement will notsuch statement or amendment became effective, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. As of its respective date, and, if amended, supplemented or modified by a subsequent filing with the SEC since its respective date, as of the date of the last such amendment, supplement or modification, no Company Report contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. Each As of the consolidated balance sheets included in date hereof, there are no outstanding or incorporated unresolved comments from any comment letters received by reference into the Company from the SEC relating to reports, statements, schedules, registration statements or other filings made by the Company with the SEC. The Company has made available to Parent true and complete copies of all written comment letters from the staff of the SEC received since January 1, 2011 through the date of this Agreement relating to the Company Reports (including the related notes and schedules) fairly presents, or will fairly present, the consolidated financial position all written responses of the Company thereto through the date of this Agreement, other than those letters publicly available on the SEC’s Electronic Data Gathering, Analysis, and its Subsidiaries as of its date and each of the consolidated statements of income and of changes in financial position included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents, or will fairly present, the results of operations, retained earnings and changes in financial position, as the case may be, of the Company and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with U.S. generally accepted accounting principles Retrieval system (“GAAPXXXXX”) consistently applied during the periods involved, except as may be noted therein. Since January 1, 2001, the Company has complied in all material respects with its reporting obligations under the Exchange Act).

Company Reports; Financial Statements. (a) Each of the Company and HECO has furnished or filed on a timely basis all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to be furnished or filed by the Company or HECO with the SEC since January 1, 2012 (such documents, together with all exhibits, financial statements, including the Company Financial Statements, and schedules thereto and all information incorporated therein by reference, but excluding the Proxy Statement, the Form S-4 and the Spin-Off Registration Statement, being collectively referred to as the “Company Reports”). Each Company Report (i) The at the time filed, complied in all material respects with the requirements of the Exchange Act, the Securities Act or the Xxxxxxxx-Xxxxx Act of 2002 (including the rules and regulations promulgated thereunder, collectively the “Xxxxxxxx-Xxxxx Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company has delivered to Parent each registration statement, report, proxy statement or information statement prepared by the Company since December 31, 2003, or each such document is available on the SEC’s website, including (i) the Company’s Annual Report on Form 10-K for the year ended December 31, 2003, and (ii) did not at the Company’s Quarterly Reports on Form 10-Q for the periods ended April 3, 2004, July 3, 2004 and October 2, 2004, each in the form time it was filed (including exhibits, annexes and any amendments thereto) filed with the SEC (collectively, including any such reports filed subsequent or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the “Company Reports”). As of their respective dates (or, if amended, as of the date time of such filing or amendment), the Company Reports did not, and any Company Reports filed with the SEC subsequent to the date of this Agreement will not, ) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances in under which they were made, not misleading. Each of the consolidated balance sheets financial statements of the Company or of HECO included in or incorporated by reference into the Company Reports (including the related notes “Company Financial Statements”) complied at the time it was filed as to form in all material respects with applicable accounting requirements and schedules) fairly presents, or will fairly present, the consolidated financial position published rules and regulations of the Company and its Subsidiaries as of its date and each of the consolidated statements of income and of changes in financial position included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presentsSEC with respect thereto, or will fairly present, the results of operations, retained earnings and changes in financial position, as the case may be, of the Company and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that will not be material in amount or effect), in each case was prepared in accordance with U.S. United States generally accepted accounting principles (“GAAP”) consistently (except, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved, and as of the dates involved (except as may be noted therein. Since January 1, 2001, indicated in the Company has complied notes thereto) and fairly present in all material respects with its the consolidated financial position of the Company, HECO and the Company’s consolidated Subsidiaries, as the case may be, as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (subject, in the case of unaudited quarterly financial statements, to normal year-end audit adjustments). Other than HECO, none of the Company Subsidiaries is, or has at any time since January 1, 2014 been, subject to the reporting obligations under requirements of Section 13(a) or 15(d) of the Exchange Act.

Company Reports; Financial Statements. (ia) The Company has delivered furnished or filed all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to Parent each registration statement, report, proxy statement be furnished or information statement prepared filed by the Company with the SEC since December 31January 1, 20032015 (such documents, or each such document is available on the SEC’s websitetogether with all exhibits, financial statements, including the Company Financial Statements, and schedules thereto and all information incorporated therein by reference, but excluding the Proxy Statement, being collectively referred to as the “Company Reports”). Each Company Report (i) at the Company’s Annual time furnished or filed, complied in all material respects with the applicable requirements of the Exchange Act, the Securities Act or the Xxxxxxxx-Xxxxx Act of 2002 (including the rules and regulations promulgated thereunder), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company Report on Form 10-K for the year ended December 31, 2003, and (ii) did not at the Company’s Quarterly Reports on Form 10-Q for the periods ended April 3, 2004, July 3, 2004 and October 2, 2004, each in the form time it was filed (including exhibits, annexes and any amendments thereto) filed with the SEC (collectively, including any such reports filed subsequent or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the “Company Reports”). As of their respective dates (or, if amended, as of the date time of such filing or amendment), the Company Reports did not, and any Company Reports filed with the SEC subsequent to the date of this Agreement will not, ) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances in under which they were made, not misleading; provided, however, that no representation is made as to the accuracy of any financial projections or forward-looking statements. Each of the consolidated balance sheets financial statements of the Company included in or incorporated by reference into the Company Reports (including the related “Company Financial Statements”) complied at the time it was filed as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was prepared in accordance with United States generally accepted accounting principles (“GAAP”) (except, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods and as of the dates involved (except as may be indicated in the notes thereto) and schedules) fairly presents, or will fairly presentpresents in all material respects, the consolidated financial position of the Company and its the Company’s consolidated Subsidiaries as of its date the dates thereof and each of the consolidated statements of income and of changes in financial position included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents, or will fairly present, the results of operations, retained earnings their operations and changes in financial position, as the case may be, of the Company and its Subsidiaries cash flows for the periods set forth therein shown (subject, in the case of unaudited quarterly financial statements, to notes and normal year-end audit adjustments that will not be material and any other adjustments stated therein or in amount or effectthe notes thereto). To the Knowledge of the Company, in each case in accordance with U.S. generally accepted accounting principles (“GAAP”) consistently applied during the periods involved, except as may be noted therein. Since January 1, 2001, none of the Company has complied Reports is the subject of ongoing SEC review or an outstanding SEC investigation and there are no outstanding or unresolved comments received from the SEC with respect to any of the Company Reports, or any resolved comments received from the SEC that have not yet been reflected in all material respects with its reporting obligations under the Exchange ActCompany Reports.

Company Reports; Financial Statements. (i) The Company has delivered to Parent each registration statement, report, proxy statement or information statement prepared by the Company it since December 31, 2003, or each such document is available on the SEC’s website, 1996 including (iA) the Company’s 's Annual Report on Form 10-K for the year ended December 31, 20031998 (the "Audit Date"), and (iiB) the Company’s 's Quarterly Reports Report on Form 10-Q for the periods period ended April 3March 31, 2004, July 3, 2004 and October 2, 2004, each 1999 in the form (including exhibits, annexes and any amendments thereto) filed with the SEC (collectively, including any such reports filed subsequent to the date of this Agreementhereof, the “"Company Reports”"). As of their respective dates (or, if amended, as of the date of such amendment)dates, the Company Reports complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and did not, and any Company Reports filed with the SEC subsequent to the date of this Agreement hereof will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. The financial statements of the Company included in the Company Reports comply in all material respects as to form with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Each of the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) fairly presents, or will fairly present, the consolidated financial position of the Company and its Subsidiaries as of its date and each of the consolidated statements of income and of changes in financial position included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents, or will fairly present, the results of operations, retained earnings and changes in financial position, as the case may be, of the Company and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to the failure to include all required notes thereto and normal year-end audit adjustments that will not be material in amount or effect), in each case prepared in accordance with U.S. generally accepted accounting principles (“"GAAP”") consistently applied during the periods involved, except as may be noted therein. Since January 1, 2001, the Company has complied in all material respects with its reporting obligations under the Exchange Act.

Company Reports; Financial Statements. (i) The Company has delivered or made available to Parent each registration statement, report, proxy statement or information informa- tion statement prepared by the Company it since December 31, 2003, or each such document is available on 1994 (the SEC’s website"Audit Date"), including (i) the Company’s 's Annual Report on Form 10-K for the year years ended December 31, 20031994, 1995 and 1996 and (ii) the Company’s 's Quarterly Reports on Form 10-Q for the periods ended April 3March 31, 20041997 and June 30, July 3, 2004 and October 2, 20041997, each in the form (including exhibits, annexes and any amendments thereto) filed with the SEC Securities and Exchange Commission (the "SEC") (collectively, including any such reports filed subsequent to the date of this Agreementhereof, the “"Company Reports”"). As of their respective dates (or, if amended, as of the date of such amendment)dates, the Company Reports did not, and any Company Reports filed with the SEC subsequent to the date of this Agreement hereof will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. Each of the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) fairly presents, or will fairly present, the consolidated financial position of the Company and its Subsidiaries as of its date and each of the consolidated statements of income and of changes in financial xxxxx- cial position included in or incorporated by reference into the Company Reports (including any related notes and schedulessched- ules) fairly presents, or will fairly present, the results of operations, retained earnings and changes in financial position, as the case may be, of the Company and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with U.S. generally accepted accounting principles (“"GAAP”") consistently applied during the periods involved, except as may be noted therein. Since January 1, 2001, the Company has complied in all material respects with its reporting obligations under the Exchange Act.

Company Reports; Financial Statements. (ia) The Company has delivered furnished or filed all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to Parent each registration statement, report, proxy statement be furnished or information statement prepared filed by the Company with the SEC since December 31January 1, 20032015 (such documents, or each such document is available on the SEC’s websitetogether will all exhibits, financial statements, including the Company Financial Statements, and schedules thereto and all information incorporated therein by reference, but excluding the Proxy Statement, being collectively referred to as the “Company Reports”). Each Company Report (i) at the Company’s Annual time furnished or filed, complied in all material respects with the applicable requirements of the Exchange Act, the Securities Act or the Xxxxxxxx-Xxxxx Act of 2002 (including the rules and regulations promulgated thereunder), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company Report on Form 10-K for the year ended December 31, 2003, and (ii) did not at the Company’s Quarterly Reports on Form 10-Q for the periods ended April 3, 2004, July 3, 2004 and October 2, 2004, each in the form time it was filed (including exhibits, annexes and any amendments thereto) filed with the SEC (collectively, including any such reports filed subsequent or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the “Company Reports”). As of their respective dates (or, if amended, as of the date time of such filing or amendment), the Company Reports did not, and any Company Reports filed with the SEC subsequent to the date of this Agreement will not, ) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances in under which they were made, not misleading. Each of the consolidated balance sheets financial statements of the Company included in or incorporated by reference into the Company Reports (including the related “Company Financial Statements”) complied at the time it was filed as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was prepared in accordance with United States generally accepted accounting principles (“GAAP”) (except, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods and as of the dates involved (except as may be indicated in the notes thereto) and schedules) fairly presentspresent in all material respects, or will fairly presentin accordance with GAAP, the consolidated financial position of the Company and its the Company’s consolidated Subsidiaries as of its date the dates thereof and each of the consolidated statements of income and of changes in financial position included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents, or will fairly present, the results of operations, retained earnings their operations and changes in financial position, as the case may be, of the Company and its Subsidiaries cash flows for the periods set forth therein shown (subject, in the case of unaudited quarterly financial statements, to notes and normal year-end audit adjustments that will not be material in amount or effectadjustments), in each case in accordance with U.S. generally accepted accounting principles (“GAAP”) consistently applied during the periods involved, except as may be noted therein. Since January 1, 2001, the Company has complied in all material respects with its reporting obligations under the Exchange Act.

Company Reports; Financial Statements. Except as set forth on Schedule 6.1(k), the Company and, to the extent applicable, each of its then or current Subsidiaries has made all filings required to be made by it with the SEC since the beginning of the period covering the past three (i3) full fiscal years (collectively, including any such reports filed subsequent to the date hereof, the "Company Reports"). The Company has delivered made available to the Parent each registration statement, report, proxy statement or information statement prepared filed with the SEC by it since the Company since December 31beginning of the period covering the past three (3) full fiscal years, 2003including, or each such document is available on the SEC’s websitewithout limitation, including (i) the Company’s 's Annual Report on Form 10-K for the fiscal year (fifty two weeks) ended December 3130, 20032000, and (ii) the Company’s 's Quarterly Reports on Form 10-Q for the periods ended April 3March 31, 20042001, July 3June 30, 2004 2001 and October 2September 29, 20042001 and (iii) the Company's Proxy Statement filed on March 19, each 2001, all in the form (including exhibits, annexes and any amendments thereto) filed with the SEC (collectively, including any such reports filed subsequent to the date of this Agreement, the “Company Reports”)SEC. As of their respective dates (or, if amended, as of the date of such amendment)dates, the Company Reports complied in all material respects, or will comply in all material respects, with the requirements of applicable statutes and regulations and did not, and any Company Reports filed with the SEC subsequent to the date of this Agreement will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. Each of the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) fairly presentspresents fairly, or will fairly presentpresent fairly, in all material respects, the consolidated financial position of the Company and its consolidated Subsidiaries as of its date and each of the consolidated statements of income and of changes in financial position included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presentspresents fairly, or will fairly presentpresent fairly, in all material respects, the results of operations, retained earnings and changes in financial position, as the case may be, of the Company and its Subsidiaries for the periods set forth therein (except as otherwise noted therein and subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with U.S. United States generally accepted accounting principles (“"GAAP”") consistently applied during the periods involved, except, in the case of unaudited financial statements, as permitted by SEC Form 10-Q and SEC Form 8-K, and except as may be noted therein. Other than the Company Reports specifically recited in clauses (i) through (iii) of the second sentence of this Section 6.1(k), the Company has not, on or prior to the date hereof, filed any other definitive reports or statements with the SEC since December 30, 2000. The Company has made available to the Parent its unaudited financial statements for the fiscal year ended December 31, 2001. The balance sheet included in such financial statements presents fairly, in all material respects, the financial position of the Company and its consolidated Subsidiaries as of December 31, 2001 and the statements of income and of changes in financial position included in such financial statements present fairly, in all material respects, the results of operations, retained earnings and changes in financial position, as the case may be, of the Company and its Subsidiaries for the fiscal year ended December 31, 2001 (except as otherwise noted therein), in each case in accordance with GAAP consistently applied during the periods involved, except as may be noted therein. Since January 1December 31, 2001, there has not been any material change to the Company level of working capital reflected in such financial statements, except in the ordinary course of business. As of March 21, 2002, based on an analysis of the Company's books and records, the Company's Adjusted Working Capital and cash and cash equivalents, net of borrowings, were as set forth on Schedule 6.1(k) and there has complied not been any material change in all material respects with its reporting obligations under this amount, except in the Exchange Actordinary of business.

Company Reports; Financial Statements. (ia) The Company has delivered filed or furnished, as applicable, on a timely basis all forms, statements, certifications, reports and documents required to Parent each registration statementbe filed or furnished by it with the SEC pursuant to the Exchange Act or the Securities Act since 31 December 2010 (the “Applicable Date”) (the forms, reportstatements, proxy statement reports and documents filed or information statement prepared by furnished since the Company since December 31, 2003, or each such document is available on the SEC’s websiteApplicable Date, including (i) the Company’s Annual Report on Form 10-K for the year ended December 31, 2003, and (ii) the Company’s Quarterly Reports on Form 10-Q for the periods ended April 3, 2004, July 3, 2004 and October 2, 2004, each in the form (including exhibits, annexes and any amendments thereto) filed with the SEC (collectively, including any such reports filed subsequent to the date of this Agreement, the “Company Reports”). As Each of their respective dates (orthe Company Reports, at the time of its filing or being furnished, or if amendedamended or superseded by a subsequent filing prior to the date hereof, as of the date of such amendmentamendment or superseding filing, complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), and any rules and regulations promulgated thereunder applicable to the Company Reports. As of their respective filing dates, the Company Reports did not, and any Company Reports filed with the SEC subsequent to the date of this Agreement will not, not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading, except to the extent that the information in such Company Report has been amended or superseded by a later Company Report filed prior to the date hereof. Each of the consolidated balance sheets included in or incorporated by reference into principal executive officer and the Company Reports (including the related notes and schedules) fairly presents, or will fairly present, the consolidated principal financial position officer of the Company and its Subsidiaries as of its date (or each former principal executive officer and each former principal financial officer of the consolidated statements Company, as applicable) has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of income and of changes in financial position included in or incorporated by reference into the Xxxxxxxx-Xxxxx Act with respect to the Company Reports (including any related notes and schedules) fairly presentsReports, or will fairly presentand, to the knowledge of the Company, the results of operations, retained earnings statements contained in such certifications are true and changes in financial position, as the case may be, of the Company and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with U.S. generally accepted accounting principles (“GAAP”) consistently applied during the periods involved, except as may be noted therein. Since January 1, 2001, the Company has complied accurate in all material respects with its reporting obligations under respects. For purposes of this clause 1.4, “principal executive officer” and “principal financial officer” shall have the Exchange meanings given to such terms in the Xxxxxxxx-Xxxxx Act.

Company Reports; Financial Statements. (i) The Company has delivered to the ------------------------------------- Parent each registration statement, report, proxy statement report or information statement prepared by the Company it since December 31, 20031999 (the "Audit Date"), or each such document is available on (collectively, the SEC’s website, including "Company Reports"). The Company ---------- --------------- Reports include (i) the Company’s Annual Report on Form 10-K financial statements for the year ended Sandhill Information Technology (Beijing) Co. Ltd. ("Sandhill"), including a balance sheet dated December 31, 2003-------- 1999 and an income statement for the period from inception through December 31, 1999, as audited by Xxxxxx Xxxxxxxx together with an unaudited balance sheet of Sandhill, dated as of August 31, 2000, and an unaudited income statement for Sandhill for the eight months ended August 31, 2000 (collectively, the "Sandhill -------- Reports"), and (ii) certain financial information concerning revenues, expenses, ------- assets and liabilities of the Company’s Quarterly Reports on Form 10-Q , including unaudited consolidated and unconsolidated balance sheets of the Company as June 30, 2000 and unconsolidated and consolidated income statements of the Company for the periods six months ended April 3June 30, 20042000, July 3, 2004 and October 2, 2004, each in the form (including exhibits, annexes and any amendments thereto) filed with the SEC (collectively, including any such reports filed subsequent to the date of this Agreement, the “Company "US Reports”"). As of their respective dates dates, (or, ---------- if amended, as of the date of such amendment), amended) the Company Reports did not, and any Company Reports filed with the SEC subsequent to the date of this Agreement will not, not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. The US Reports were not prepared in accordance with generally accepted accounting principles, but do provide disclosure of all material items of revenue and expense and all material assets and liabilities of the Company on an unconsolidated basis. Each of the consolidated balance sheets included in or incorporated by reference into the Company Sandhill Reports (including the related notes and schedules) fairly presents, or will fairly present, the consolidated financial position of the Company and its Subsidiaries Sandhill as of its date and each of the consolidated statements of income and of changes in financial position included in or incorporated by reference into the Company Sandhill Reports (including any related notes and schedules) fairly presents, or will fairly present, the results of operations, retained earnings and changes in financial position, as the case may be, of the Company and its Subsidiaries Sandhill for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with U.S. generally accepted accounting principles (“GAAP”) in the PRC consistently applied during the periods involved, except as may be noted therein. Since January 1, 2001, the Company has complied in all material respects with its reporting obligations under the Exchange Act.

Company Reports; Financial Statements. (i) The Company has delivered to Parent each registration statementfiled all ------------------------------------- reports, report, proxy statement or information statement prepared by the Company since December 31, 2003, or each such document is available on the SEC’s website, including (i) the Company’s Annual Report on Form 10-K for the year ended December 31, 2003, forms and (ii) the Company’s Quarterly Reports on Form 10-Q for the periods ended April 3, 2004, July 3, 2004 and October 2, 2004, each in the form (including exhibits, annexes and any amendments thereto) filed documents with the SEC required to be filed by it under the Exchange Act since January 1, 1995 (collectively, including any all such reports filed subsequent to as of the date of this Agreementhereof, collectively, the “"Company Reports”"), and has made available to Purchaser a true and complete copy of each such Company Report. As of their respective dates (or, if amended, as of the date of such amendment)dates, the Company Reports (including, without limitation, any financial statements or schedules included in or incorporated by reference therein) did not, and any Company Reports filed with the SEC subsequent to the date of this Agreement will not, not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. Each of the historical consolidated balance sheets included in or incorporated by reference into the Company Reports 1996 10-K or the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1997 (including the related notes and schedules) fairly presents, or will fairly present, presents the consolidated financial position of the Company and its Subsidiaries subsidiaries as of its date and each of the historical consolidated statements of income and of changes in financial position included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents, or will fairly present, presents the results of operations, retained earnings and changes in financial position, as the case may be, of the Company and its Subsidiaries subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that will not be material in amount or effectadjustments), in each case in accordance with U.S. generally accepted accounting principles (“GAAP”) consistently applied during the periods involved, except as may be noted thereintherein or as may be permitted under Form 10-Q of the Exchange Act. Since January 1, 2001Except as set forth on Schedule 6.1(e) of the Disclosure Schedule or in the Company Reports, the Company has complied and its subsidiaries do not have any liabilities of any nature required by generally accepted accounting principles to be reflected on a consolidated balance sheet of the Company and its subsidiaries other than liabilities incurred after March 31, 1997 in all material respects with its reporting obligations under the Exchange Actordinary course of business.

Company Reports; Financial Statements. The Company and, to the extent applicable, each of its then or current Subsidiaries has made all filings required to be made by it with the SEC since January 1, 1998 (i) collectively, including any such reports filed subsequent to the date hereof, the "Company Reports"). The Company has delivered made available to Parent each registration statement, report, proxy statement or information statement prepared filed with the SEC by the Company it since December 31, 20031996, or each such document is available on the SEC’s websiteincluding, including without limitation, (i) the Company’s 's Annual Report on Form 10-K for the year ended December 31, 20031998, and (ii) the Company’s 's Quarterly Reports on Form 10-Q Report for the periods quarter ended March 31, 1999, as amended, (iii) the Company's Proxy Statement filed on April 312, 20041999, July 3, 2004 and October 2, 2004, each all in the form (including exhibits, annexes and any amendments thereto) filed with the SEC (collectivelySEC. Except as set forth in Schedule 6.1(e), including any such reports filed subsequent to the date of this Agreement, the “Company Reports”). As as of their respective dates (or, if amended, as of the date of such amendment)dates, the Company Reports did not, and any Company Reports filed with the SEC subsequent prior to the date expiration of this Agreement the Offer will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. Each of the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) fairly presentspresents fairly, or will fairly presentpresent fairly, in all material respects, the consolidated financial position of the Company and its Subsidiaries as of its date and each of the consolidated statements of income and of changes in financial position included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presentspresents fairly, or will fairly presentpresent fairly, in all material respects, the results of operations, retained earnings and changes in financial position, as the case may be, of the Company and its Subsidiaries for the periods set forth therein (except as otherwise noted therein and subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with U.S. generally accepted accounting principles (“"GAAP”") consistently applied during the periods involved, except, in the case of unaudited financial statements, as permitted by SEC Form 10-Q, and except as may be noted therein. Since January 1, 2001Other than the Company Reports specifically recited in clauses (i) through (v) of the first sentence of this Section 6.1(e), the Company has complied not, on or prior to the date hereof, filed any other definitive reports or statements with the SEC since the Audit Date (as defined in all material respects with its reporting obligations under the Exchange ActSection 6.1(f)).

Company Reports; Financial Statements. (i) The Company has filed with SEC and delivered to Parent each registration statement, report, proxy statement or information statement prepared by the Company since December 31, 2003, or each such document is available on the SEC’s website, including (i) the Company’s 's Annual Report on Form 10-K for the year ended December 31, 2003, and 2000 (ii) the Company’s Quarterly Reports on "2000 Form 10-Q for the periods ended April 3, 2004, July 3, 2004 and October 2, 2004, each in the form (including exhibits, annexes K") and any amendments thereto) other registration statements, schedules, reports, proxy statements or information statements filed with the SEC or required to be filed since December 31, 2000 (collectively, including any such reports filed subsequent to the date of this Agreement, the “"Company Reports”"). As of their respective dates (ordates, if amendedexcept as amended or supplemented prior to the date hereof, the Company Reports complied in all material respects with the requirements of the Securities Act of 1933, as of amended (the date of such amendment"Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations promulgated thereunder applicable to the Company Reports, and the Company Reports did not, and any Company Reports filed with the SEC subsequent to the date of this Agreement hereof will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. Each The financial statements of the consolidated balance sheets Company included in or incorporated by reference into the Company Reports comply as to form in all material respect with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles (including except, in the related case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and schedules) fairly presents, or will fairly present, present the consolidated financial position of the Company as of the dates thereof and its Subsidiaries as of its date and each of the consolidated statements of income and of changes in financial position included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents, or will fairly present, the results of operations, retained earnings stockholders equity and changes in financial position, as the case may be, of the Company and its Subsidiaries cash flows for the periods set forth therein then ended (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that will not be material adjustments). The Company has delivered to Parent a copy of the financial statements included in amount the 2000 Form 10-K (including an auditor's opinion). Except as set forth in the Company Reports, to the Company's knowledge, neither the Company nor its Subsidiary have any liabilities or effect)obligations of any nature (whether accrued, in each case in accordance with U.S. absolute, contingent or otherwise) required by generally accepted accounting principles (“GAAP”) consistently applied during the periods involved, except as may to be noted therein. Since January 1, 2001, set forth on a consolidated balance sheet of the Company has complied or in all material respects the notes thereto, other than liabilities and obligations incurred in the ordinary course of business consistent with its reporting obligations under the Exchange Actprior practice and experience since December 31, 2000.

Company Reports; Financial Statements. (ia) The Company has delivered filed all documents required to Parent each registration statementbe filed on or prior to the date hereof by it with the SEC since June 30, report, proxy statement or information statement prepared by the Company since December 31, 2003, or each such document is available on the SEC’s website, including (i) the Company’s Annual Report on Form 10-K for the year ended December 31, 2003, and (ii) the Company’s Quarterly Reports on Form 10-Q for the periods ended April 3, 2004, July 3, 2004 and October 2, 2004, each in the form 2002 (including exhibits, annexes and documents incorporated by reference therein and any amendments thereto) filed with the SEC (collectively, including any such reports filed subsequent to the date of this Agreement, the “"Company Reports”"). As of their respective dates (or, if amended, as of the date of such amendment), the Company Reports (i) complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as the case may be, each as in effect on the date so filed, and (ii) did not, and any Company Reports all such documents filed with the SEC subsequent to after the date of this Agreement hereof (the "Subsequent Company Reports") will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances in which they were made, not misleading. Each of the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) fairly presents, or with respect to the Subsequent Company Reports will fairly present, in all material respects, the consolidated financial position of the Company and its consolidated Subsidiaries as of its date and each of the consolidated statements of income operations and consolidated statements of changes in financial position stockholder's equity and cash flows included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents, or with respect to the Subsequent Company Reports will fairly present, in all material respects, the consolidated results of operations, retained earnings operations and changes in financial positioncash flows, as the case may be, of the Company and its consolidated Subsidiaries for the periods set forth therein (subject, in the each case of unaudited financial statements, to notes and normal year-end audit adjustments that will are not be material in amount or effectamount), in each case in accordance with U.S. generally accepted accounting principles (“GAAP”) consistently applied during GAAP as in effect on the periods involveddate of such financial statements, except as may be noted therein. Since January 1indicated in such financial statements or in the notes thereto and, 2001in each case of unaudited financial statements, as permitted by the Company has complied in all material respects with its reporting obligations under rules and regulations of the Exchange ActSEC.

Company Reports; Financial Statements. (ia) The Except as set forth on Section 3.5(a) of the Company Disclosure Letter, since January 1, 2013, the Company has delivered filed or otherwise furnished (as applicable) all registration statements, prospectuses, forms, reports, definitive proxy statements, schedules, statements and other documents (including exhibits and all other information incorporated by reference) required to Parent each registration statementbe filed by it under the Securities Act or the Exchange Act, reportas the case may be, proxy statement or information statement prepared together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) (such documents and any other documents filed by the Company since December 31, 2003, or each such document is available on any of its Subsidiaries with the Securities and Exchange Commission (the “SEC’s website”), including (i) exhibits and other information incorporated therein as they have been supplemented, modified or amended since the Company’s Annual Report on Form 10-K for the year ended December 31time of filing, 2003, and (ii) the Company’s Quarterly Reports on Form 10-Q for the periods ended April 3, 2004, July 3, 2004 and October 2, 2004, each in the form (including exhibits, annexes and any amendments thereto) filed with the SEC (collectively, including any such reports filed subsequent the “Company SEC Documents”). As of their respective filing dates (or, if amended or superseded by a filing prior to the date of this Agreement, the “Company Reports”). As of their respective dates (or, if amended, as of then on the date of such amendmentfiling), the Company Reports SEC Documents (i) did not, and any Company Reports filed with the SEC subsequent to the date of this Agreement will not, not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances in under which they were made, not misleading. Each misleading and (ii) complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of the SEC thereunder. None of the Company’s Subsidiaries is required to make any filings with the SEC. All of the audited consolidated balance sheets financial statements and unaudited consolidated interim financial statements of the Company included in or incorporated by reference into the Company Reports SEC Documents (including together with the related notes and schedulesschedules thereto, collectively, the “Company Financial Statements”) (A) have been prepared from, and are in accordance with, the books and records of the Company and the Company’s Subsidiaries in all material respects, (B) have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments) and (C) fairly presents, or will fairly present, present in all material respects the consolidated financial position and the consolidated results of operations, cash flows and changes in stockholders’ equity of the Company and its Subsidiaries as of its date the dates and each of the consolidated statements of income and of changes in financial position included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents, or will fairly present, the results of operations, retained earnings and changes in financial position, as the case may be, of the Company and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, referred to notes and normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with U.S. generally accepted accounting principles (“GAAP”) consistently applied during the periods involved, except as may be noted therein. Since January 1, 2001, the Company has complied in all material respects with its reporting obligations under the Exchange Act.

Company Reports; Financial Statements. (i) The Company has delivered and, to Parent each registration statement, report, proxy statement or information statement prepared by the Company since December 31, 2003, or each such document is available on the SEC’s website, including (i) the Company’s Annual Report on Form 10-K for the year ended December 31, 2003, and (ii) the Company’s Quarterly Reports on Form 10-Q for the periods ended April 3, 2004, July 3, 2004 and October 2, 2004------------------------------------- extent applicable, each in the form (including exhibitsof its then or current subsidiaries, annexes and any amendments thereto) filed has made all filings required to be made with the SEC since July 1, 1995 (collectively, including any such reports filed subsequent to the date of this Agreementhereof, the “"Company ------- Reports”") and the Company has delivered to Purchaser each registration ------- statement, schedule, report, proxy statement or information statement prepared by it since July 7, 1996 (the "Audit Date"), including, without limitation, (i) ---------- the Company's Annual Report on Form 10-K for the fiscal year ended July 7, 1996, (ii) the Company's Quarterly Reports on Form 10-Q for the periods ended October 6, 1996, January 5, 1997 and Xxxxx 0, 0000, (xxx) a Form 8-K dated March 26, 1997, (iv) a Form 8-K dated December 5, 1996, (v) a Form 8-K dated September 9, 1996, (vi) a Form 8-K dated June 27, 1996, (vii) a Form S-8 Registration Statement dated December 12, 1996, (viii) a Form S-8 Registration Statement dated November 27, 1996, (ix) a Form S-8 Registration Statement dated July 26, 1996, (x) a Form 11-K for the fiscal year ended December 3, 1995, and (xi) a definitive proxy statement on Schedule 14A dated September 16, 1996, each in the form (including exhibits and any amendments thereto) filed with the SEC. As of their respective dates (or, if amended, as of the date of such amendment)dates, the Company Reports did not, and any Company Reports filed with the SEC subsequent to the date of this Agreement hereof will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. Each of the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) fairly presents, or will fairly present, presents the consolidated financial position of the Company and its Subsidiaries subsidiaries as of its date and each of the consolidated statements of income and of changes in financial position included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents, or will fairly present, presents the results of operations, retained earnings and changes in financial position, as the case may be, of the Company and its Subsidiaries subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that which will not be material in amount or effect), in each case in accordance with U.S. generally accepted accounting principles (“GAAP”) consistently applied during the periods involved, except as may be noted therein. Since January 1, 2001Other than the Company Reports specifically recited above, the Company has complied in all material respects not, on or prior to the date hereof, filed any other definitive reports or statements with the SEC since the Audit Date. The Company will periodically provide Purchaser with current draft versions of the Company's Annual Report on Form 10-K, including documents incorporated therein by reference, for the fiscal year ended July 6, 1997, (the "1997 l0-K") promptly --------- after preparation of such draft. As soon as practicable after receiving its reporting obligations under auditor's opinion with respect to the Exchange ActCompany's financial statements for the fiscal year ended July 6, 1997 (the "1997 Financial Statements"), the ------------------------- -11- Company will deliver to Purchaser a copy of such 1997 Financial Statements (including such auditor's opinion).

Company Reports; Financial Statements. (i) The Company has delivered ------------------------------------- to Parent Purchaser each registration statement, schedule, report, proxy statement or information statement required to be filed or otherwise filed with the SEC (the "Company Reports") prepared by the Company it since December 31, 20031996 (the "Audit Date"), or each such document is available on the SEC’s website--------------- ---------- including, including without limitation, (i) the Company’s 's Annual Report on Form 10-K K/A for the fiscal year ended December 31, 20031996, and (ii) the Company’s 's Quarterly Reports on Form 10-Q Q/A for the periods ended March 31, 1997, June 30, 1997 and September 30, 1997, (iii) a Definitive Proxy Statement on Schedule 14A dated April 37, 20041997, July 3(iv) a Form 8-A dated January 6, 2004 1998, and October 2(v) the Form 8-K dated December 31, 20041996 and the Form 8-K dated November 13, 1997, each in the form (including exhibits, annexes exhibits and any amendments thereto) filed with the SEC (collectively, including any such reports filed subsequent to the date of this Agreement, the “Company Reports”)SEC. As of their respective dates (or, if amended, as of the date of such amendment)dates, the Company Reports complied in all material respects with the applicable requirements under the Exchange Act and did not, and any Company Reports filed with the SEC subsequent to the date of this Agreement hereof will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. Each of the consolidated balance sheets and statements of financial position included in or incorporated by reference into the Company Reports (including the related notes and schedules) fairly presents, or will fairly present, presents the consolidated financial position of the Company and its Subsidiaries subsidiaries as of its date and each of the consolidated statements of income earnings, stockholders' equity and of changes in financial position cash flows included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents, or will fairly present, presents the results of operations, retained earnings stockholders' equity and changes in financial positioncash flows, as the case may be, of the Company and its Subsidiaries subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that which will not be material in amount or effect), in each case in accordance with U.S. generally accepted accounting principles (“GAAP”) consistently applied during the periods involved, except as may be noted therein. Since January 1, 2001Other than the Company Reports specifically recited above, the Company has complied not filed any other definitive reports or statements with the SEC since the Audit Date. The Company will provide Purchaser with the most current draft version of the Company's Annual Report on Form 10-K, including documents incorporated therein by reference, for the year ended December 31, 1997, (the "1997 10-K") promptly --------- after preparation of such draft. As soon as practicable after receiving its auditor's opinion with respect to the Company's financial statements for the fiscal year ended December 31, 1997 (the "1997 Financial Statements"), the ------------------------- Company will deliver to Purchaser a copy of such 1997 Financial Statements (including such auditor's opinion) and, either simultaneously therewith or as soon thereafter as is practicable, a copy of the 1997 10-K in all material respects substantially the form to be filed with its reporting obligations under the Exchange ActSEC. The 1997 10-K, as filed with the SEC, will comply with the standards set forth in this Section 6.1(e) for the Company Reports.

Company Reports; Financial Statements. (i) The Company has delivered made available to Parent each registration statement, report, proxy statement or information statement prepared by the Company it since December October 31, 2003, or each such document is available on the SEC’s website1998, including (i) the Company’s 's Annual Report Reports on Form 10-K for the year years ended December October 31, 20031998 and October 31, 1999 and (ii) the Company’s 's Quarterly Reports Report on Form 10-Q for the periods period ended April 3July 31, 2004, July 3, 2004 and October 2, 20042000, each in the form (including exhibits, annexes and any amendments thereto) filed with the SEC Securities and Exchange Commission (the "SEC") (collectively, including any such reports filed subsequent to the date of this Agreementhereof, the “Company Reports”"COMPANY REPORTS"). As of their respective dates (or, if amended, as of the date of such amendment)dates, the Company Reports did not, and any Company Reports filed with the SEC subsequent to the date of this Agreement hereof will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. Each of the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) fairly presentspresents in all material respects, or or, in the case of Company Reports filed with the SEC subsequent to the date hereof, will fairly presentpresent in all material respects, the consolidated financial position of the Company and its Subsidiaries as of its date and each of the consolidated statements of income and of changes in financial position included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presentspresents in all material respects, or or, in the case of Company Reports filed with the SEC subsequent to the date hereof, will fairly presentpresent in all material respects, the results of operations, retained earnings and changes in financial position, as the case may be, of the Company and its Subsidiaries on a consolidated basis for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with U.S. generally accepted accounting principles (“"GAAP”") consistently applied during the periods involved, except as may be noted therein. Since January 1, 2001, the Company has complied in all material respects with its reporting obligations under the Exchange Act.

Company Reports; Financial Statements. (ia) The Company has delivered furnished or filed all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to Parent each registration statement, report, proxy statement be furnished or information statement prepared filed by the Company with the SEC since December 31January 1, 20032014 (such documents, or each such document is available on the SEC’s websitetogether will all exhibits, financial statements, including the Company Financial Statements, and schedules thereto and all information incorporated therein by reference, but excluding the Proxy Statement/Prospectus, being collectively referred to as the “Company Reports”). Each Company Report (i) at the Company’s Annual time furnished or filed, complied in all material respects with the applicable requirements of the Exchange Act, the Securities Act or the Xxxxxxxx-Xxxxx Act of 2002 (including the rules and regulations promulgated thereunder), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company Report on Form 10-K for the year ended December 31, 2003, and (ii) did not at the Company’s Quarterly Reports on Form 10-Q for the periods ended April 3, 2004, July 3, 2004 and October 2, 2004, each in the form time it was filed (including exhibits, annexes and any amendments thereto) filed with the SEC (collectively, including any such reports filed subsequent or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the “Company Reports”). As of their respective dates (or, if amended, as of the date time of such filing or amendment), the Company Reports did not, and any Company Reports filed with the SEC subsequent to the date of this Agreement will not, ) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances in under which they were made, not misleading. Each of the consolidated balance sheets financial statements of the Company included in or incorporated by reference into the Company Reports (including the related “Company Financial Statements”) complied at the time it was filed as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was prepared in accordance with United States generally accepted accounting principles (“GAAP”) (except, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods and as of the dates involved (except as may be indicated in the notes thereto) and schedules) fairly presentspresents in all material respects, or will fairly presentin accordance with GAAP, the consolidated financial position of the Company and its the Company’s consolidated Subsidiaries as of its date the dates thereof and each of the consolidated statements of income and of changes in financial position included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents, or will fairly present, the results of operations, retained earnings their operations and changes in financial position, as the case may be, of the Company and its Subsidiaries cash flows for the periods set forth therein shown (subject, in the case of unaudited quarterly financial statements, to notes and normal year-end audit adjustments that will not be material in amount or effectadjustments), in each case in accordance with U.S. generally accepted accounting principles (“GAAP”) consistently applied during the periods involved, except as may be noted therein. Since January 1, 2001, the Company has complied in all material respects with its reporting obligations under the Exchange Act.

Company Reports; Financial Statements. (i) The Company has delivered to Parent filed with the Commission each registration statement, report, proxy statement or information statement prepared required to be filed by the Company it since December 31, 2003, or each such document is available on 1994 (the SEC’s website"Audit Date"), including (i) the Company’s 's Annual Report on Form 10-K for the year ended December 31, 2003, 1994 and (ii) the Company’s 's Quarterly Reports on Form 10-Q for the periods ended April 3March 31, 20041995, July 3June 30, 2004 1995, and October 2September 30, 20041995, each in the form (including exhibits, annexes and any amendments thereto) filed with the SEC (collectively, including any such reports filed subsequent to the date of this Agreementhereof, the “"Company Reports”"). As of their respective dates (or, if amended, as of the date of such amendment)dates, the Company Reports did not, and any Company Reports filed with the SEC Commission subsequent to the date of this Agreement hereof will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleadingmis- leading. Except as disclosed in Section 6.1(e) of the Company Disclosure Letter, neither the Company nor any of its Subsidiaries, nor any of their respective assets, businesses, or operations, is as of the date of this Agreement a party to, or is bound or affected by, or receives benefits under any contract or agreement or amendment thereto, that in each case would be required to be filed as an exhibit to a Form 10-K as of the date of this Agreement that has not been filed as an exhibit to a Company Report filed prior to the date of this Agreement. As of their respective dates, the consolidated financial statements included in the Company Reports complied as to form in all material respects with then applicable accounting requirements and the published rules and regulations of the Commission with respect thereto. Each of the consolidated balance sheets included in or incorporated by reference into the Company Reports (including includ- ing the related notes and schedules) fairly presents, or will fairly present, presents the consolidated financial position of the Company and its Subsidiaries as of its date and each of the consolidated statements of income and of changes in financial position cash flows included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents, or will fairly present, presents the results of operations, retained earnings operations and changes in financial positioncash flows, as the case may be, of the Company and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to the absence of notes and normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with U.S. generally accepted accounting principles (“"GAAP”") consistently applied during the periods involved, except as may be noted therein. Since January 1, 2001, the Company has complied in all material respects with its reporting obligations under the Exchange Act.

Company Reports; Financial Statements. (ia) The Company has delivered filed or furnished, as applicable, on a timely basis, all forms, statements, certifications, reports and documents required to Parent each registration statement, report, proxy statement be filed or information statement prepared furnished by the Company since December 31, 2003, or each such document is available on the SEC’s website, including (i) the Company’s Annual Report on Form 10-K for the year ended December 31, 2003, and (ii) the Company’s Quarterly Reports on Form 10-Q for the periods ended April 3, 2004, July 3, 2004 and October 2, 2004, each in the form (including exhibits, annexes and any amendments thereto) filed it with the SEC pursuant to the Exchange Act or the Securities Act of 1933, as amended (collectivelythe “Securities Act”), including any such since January 1, 2010 (the “Applicable Date”) (the forms, statements, reports and other documents filed or furnished since the Applicable Date and those filed or furnished subsequent to the date of this Agreementhereof, including any amendments or exhibits thereto and the documents incorporated by reference therein, collectively, the “Company Reports”). No Subsidiary of the Company is or has been required to file or furnish any periodic reports with the SEC. Each of the Company Reports, at the time of its filing or being furnished, complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act, applicable accounting standards and the Sxxxxxxx-Xxxxx Act of 2002 (as amended and including the rules and regulations promulgated thereunder) (the “Sxxxxxxx-Xxxxx Act”), and any rules and regulations promulgated thereunder applicable to the Company Reports, each as in effect on such dates. As of their respective dates (or, if amendedamended prior to the date hereof, as of the date of such amendment), the Company Reports did not, and any Company Reports filed with the SEC subsequent to the date of this Agreement will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. Each of the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) fairly presents, or will fairly present, the consolidated financial position of the Company and its Subsidiaries as of its date and each of the consolidated statements of income and of changes in financial position included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents, or will fairly present, the results of operations, retained earnings and changes in financial position, as the case may be, of the Company and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with U.S. generally accepted accounting principles (“GAAP”) consistently applied during the periods involved, except as may be noted therein. Since January 1, 2001, the Company has complied in all material respects with its reporting obligations under the Exchange Act.

Company Reports; Financial Statements. (i) The Company has delivered made available to Parent Purchaser each registration statement, schedule, report, proxy statement or information statement prepared by the Company it since December 31, 20031995 ("Audit Date"), or each such document is available on the SEC’s websiteincluding, including without limitation, (i) the Company’s 's Annual Report on Form 10-K for the year ended December 31, 2003, 1995 and (ii) the Company’s 's Quarterly Reports on Form 10-Q for the periods ended April 3March 31, 20041996 and June 30, July 3, 2004 and October 2, 20041996, each in the form (including exhibits, annexes exhibits and any amendments thereto) filed with the SEC (collectively, including any such reports filed subsequent to the date of this Agreement, the “"Company Reports”"). As To the best knowledge of the Company, as of their respective dates (or, if amended, as of the date of such amendment)dates, the Company Reports did not, and any Company Reports filed with the SEC subsequent to the date of this Agreement hereof will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. Each To the best knowledge of the Company, each of the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) fairly presents, or will fairly present, presents the consolidated financial position of the Company and its Subsidiaries subsidiaries as of its date and each of the consolidated statements of income and of changes in financial position included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents, or will fairly present, presents the results of operations, retained earnings and changes in financial position, as the case may be, of the Company and its Subsidiaries subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that which will not be material in amount or effect), in each case in accordance with U.S. generally accepted accounting principles (“GAAP”) consistently applied during the periods involved, except as may be noted therein. Since January 1, 2001Other than the Company Reports and the Company's proxy statement filed in connection with its 1996 annual meeting of stockholders, the Company has complied in all material respects not filed any other definitive reports or statements with its reporting obligations under the Exchange ActSEC since the Audit Date.

Company Reports; Financial Statements. (ia) The Company has delivered filed or furnished, as applicable, on a timely basis (taking into account all applicable extensions and grace periods), all forms, statements, certifications, reports and documents required to Parent each registration statementbe filed or furnished by it with the SEC pursuant to the Exchange Act or the Securities Act of 1933, reportas amended (the “Securities Act”), proxy statement or information statement prepared by the Company since December 31, 20032010 (the “Applicable Date”) (the forms, statements, reports and documents filed or each such document is available on furnished since the SEC’s website, including (i) the Company’s Annual Report on Form 10-K for the year ended December 31, 2003, Applicable Date and (ii) the Company’s Quarterly Reports on Form 10-Q for the periods ended April 3, 2004, July 3, 2004 and October 2, 2004, each in the form (including exhibits, annexes and any amendments thereto) those filed with the SEC (collectively, including any such reports filed or furnished subsequent to the date of this Agreement, including any amendments thereto, the “Company Reports”). Each of the Company Reports, at the time of its filing or being furnished complied or, if not yet filed or furnished, will comply in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002, and any rules and regulations promulgated thereunder applicable to the Company Reports. As of their respective dates (or, if amendedamended prior to the date of this Agreement, as of the date of such amendment), the Company Reports did not, and any Company Reports filed with or furnished to the SEC subsequent to the date of this Agreement will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. Each To the Knowledge of the consolidated balance sheets included in Company, as of the date of this Agreement, there are no outstanding or incorporated by reference into unresolved comments from the SEC staff with respect to the Company Reports (including the related notes and schedules) fairly presents, or will fairly present, the consolidated financial position none of the Company Reports is the subject of ongoing SEC review or investigation. No Company Subsidiary is required to file any form, report or other document with the SEC. The Company has made available to Parent all comment letters received from the SEC or the SEC staff from the Applicable Date to the date of this Agreement, and its Subsidiaries as all responses thereto and shall promptly make available to Parent any such comment letters and responses dated after the date of its date and each of the consolidated statements of income and of changes in financial position included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents, or will fairly present, the results of operations, retained earnings and changes in financial position, as the case may be, this Agreement. Section 5.5 of the Company and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with U.S. generally accepted accounting principles (“GAAP”) consistently applied during the periods involved, except as may be noted therein. Since January 1, 2001, Disclosure Letter lists all effective registration statements filed by the Company has complied in all material respects with its reporting obligations on Form S-3 or Form S-8 or otherwise relying on Rule 415 under the Exchange Securities Act.

Company Reports; Financial Statements. (i) The Company has delivered to Parent and Merger Sub each registration statement, report, proxy statement or information statement prepared by the Company it since December 31, 2003, or each such document is available on 1997 (the SEC’s website"Audit Date"), including (i) the Company’s 's Annual Report on Form 10-K KSB for the year ended December 31, 20031997, and (ii) the Company’s 's Quarterly Reports Report on Form 10-Q QSB for the periods period ended April 3March 31, 2004, July 3, 2004 and October 2, 20041998, each in the form (including exhibits, annexes and any amendments thereto) filed with the SEC Securities and Exchange Commission (the "SEC") (collectively, including any such reports filed subsequent to the date of this Agreementhereof and as amended, the “"Company Reports”"). As of their respective dates dates, (or, if amended, as of the date of the latest of such amendment), amendments) the Company Reports did not, and any Company Reports filed with the SEC subsequent to the date of this Agreement hereof will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. Each of the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) fairly presents, or will fairly present, the consolidated financial position of the Company and its Subsidiaries as of its date and each of the consolidated statements of income and of changes in financial position included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents, or will fairly present, the results of operations, retained earnings and changes in financial position, as the case may be, of the Company and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with U.S. generally accepted accounting principles (“"GAAP”") consistently applied during the periods involved, except as may be noted therein. Since January 1, 2001, the Company has complied in all material respects with its reporting obligations under the Exchange Act.

Company Reports; Financial Statements. The Company and, to ------------------------------------- the extent applicable, each of its then or current Subsidiaries has made all filings required to be made by it with the SEC since January 1, 1998 (i) collectively, including any such reports filed subsequent to the date hereof, the "Company Reports"). The Company has delivered made available to Parent each registration statement, report, proxy statement or information statement prepared filed with the SEC by the Company it since December 31October 15, 20031997, or each such document is available on the SEC’s websiteincluding, including without limitation, (i) the Company’s 's Annual Report on Form 10-K for the year ended December 31, 20031998, and as amended on April 5, 1999, (ii) the Company’s 's Quarterly Reports on Form 10-Q for the periods quarters ended March 31, 1999 and June 30, 1999, (iii) the Company's Proxy Statement filed on April 36, 20041999 and (iv) the Registration Statement on Form S-8 filed with the SEC on May 13, July 31999, 2004 and October 2, 2004, each all in the form (including exhibits, annexes and any amendments thereto) filed with the SEC (collectively, including any such reports filed subsequent to the date of this Agreement, the “Company Reports”)SEC. As of their respective dates (or, if amended, as of the date of such amendment)dates, the Company Reports complied in all material respects with the requirements of applicable statutes and regulations and did not, and any Company Reports filed with the SEC subsequent prior to the date Effective Time of this Agreement the Offer will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. Each of the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) fairly presentspresents fairly, or will fairly presentpresent fairly, the consolidated financial position of the Company and its Subsidiaries as of its date and each of the consolidated statements of income and of changes in financial position included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presentspresents fairly, or will fairly presentpresent fairly, the results of operations, retained earnings and changes in financial position, as the case may be, of the Company and its Subsidiaries for the periods set forth therein (except as otherwise noted therein and subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with U.S. generally accepted accounting principles (“"GAAP”") consistently applied during the periods involved, except, in the case of unaudited financial statements, as permitted by SEC Form 10-Q, and except as may be noted therein. Since January 1, 2001Other than the Company Reports specifically recited in clauses (i) through (iv) of the first sentence of this Section 6.1(e), the Company has complied in all material respects not, on or prior to the date hereof, filed any other definitive reports or statements with its reporting obligations under the Exchange ActSEC since December 31, 1998.

Company Reports; Financial Statements. (ia) The Company has delivered filed or furnished all reports, schedules, certifications, forms and statements required to Parent each registration statement, report, proxy statement be filed or information statement prepared furnished by the Company (since August 4, 2005) or any of its Subsidiaries of the Company (since December 31, 2003, or each such document is available on 2004) with the SEC’s website, including (i) the Company’s Annual Report on Form 10-K for the year ended December 31, 2003, and (ii) the Company’s Quarterly Reports on Form 10-Q for the periods ended April 3, 2004, July 3, 2004 and October 2, 2004, each in the form (including exhibits, annexes and any amendments thereto) filed with the SEC (collectively, including any such reports filed subsequent to the date of this Agreement, the “Company Reports”). As of their respective dates (or, if amended, as of the date of such amendmentamendment prior to the date hereof), the Company Reports complied (and any Company Reports filed or furnished with or to the SEC subsequent to the date hereof will comply) in all material respects with the requirements of the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder and did not, and any Company Reports filed with or furnished to the SEC subsequent to the date of this Agreement hereof will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. Each of the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) ), as amended or supplemented prior to the date hereof, fairly presents, or will fairly present, in all material respects the consolidated financial position of the Company and its Subsidiaries as of its date date, and each of the consolidated statements of income income, of cash flow and of changes in financial position included in or incorporated by reference into the Company Reports (including any related notes and schedules) ), as amended or supplemented prior to the date hereof, fairly presents, or will fairly present, in all material respects, the results of operations, cash flows, retained earnings and changes in financial position, as the case may be, of the Company and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that will not be material in amount or effectadjustments), in each case in accordance with U.S. generally accepted accounting principles (“GAAP”) GAAP consistently applied during the periods involved, except as may be noted therein. Since January 1, 2001, involved and the Company has complied in all material respects applicable accounting requirements and the published rules and regulations of the SEC with its reporting obligations under the Exchange Actrespect thereto.

Company Reports; Financial Statements. (i) The Since January 29, 2010 (the “Applicable Date”), the Company has delivered filed or furnished, as applicable, on a timely basis (taking into account all applicable grace periods) all forms, certifications, reports, statements and documents required to Parent each registration statement, report, proxy statement be filed or information statement prepared furnished by the Company since December 31, 2003, or each such document is available on the SEC’s website, including (i) the Company’s Annual Report on Form 10-K for the year ended December 31, 2003, and (ii) the Company’s Quarterly Reports on Form 10-Q for the periods ended April 3, 2004, July 3, 2004 and October 2, 2004, each in the form (including exhibits, annexes and any amendments thereto) filed it with the SEC pursuant to the Securities Act and the Exchange Act (collectivelysuch forms, including any such reports certifications, reports, statements and documents filed or furnished since the Applicable Date and those filed or furnished subsequent to the date of this Agreement, including any amendments thereto, the “Company SEC Reports”). Each of the Company SEC Reports (including any financial statements or other schedules included therein), at the time of its filing or being furnished, complied or, if not yet filed or furnished, will comply in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) and any rules and regulations promulgated thereunder applicable to the Company SEC Reports. As of their respective dates (or, if amendedamended prior to the date of this Agreement, as of the date of such amendment), the Company SEC Reports did not, and any Company SEC Reports filed with or furnished to the SEC subsequent to the date of this Agreement will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. Each As of the consolidated balance sheets included in date hereof, there are no material outstanding or incorporated by reference into unresolved comments received from the Company Reports (including the related notes and schedules) fairly presents, or will fairly present, the consolidated financial position SEC with respect to any of the Company and its Subsidiaries as of its date and each of the consolidated statements of income and of changes in financial position included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents, or will fairly present, the results of operations, retained earnings and changes in financial position, as the case may be, of the Company and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with U.S. generally accepted accounting principles (“GAAP”) consistently applied during the periods involved, except as may be noted therein. Since January 1, 2001, the Company has complied in all material respects with its reporting obligations under the Exchange ActSEC Reports.

Company Reports; Financial Statements. (i) The Company has delivered filed or furnished, as applicable, on a timely basis, all forms, statements, certifications, reports and documents required to Parent each registration statementbe filed or furnished by it with or to the U.S. Securities and Exchange Commission (the “SEC”) pursuant to the Exchange Act or the Securities Act of 1933, report, proxy statement or information statement prepared by as amended (the Company “Securities Act”) since December 31, 20032017 (the “Applicable Date”) (the forms, or each such document is available on the SEC’s websitestatements, including (i) the Company’s Annual Report on Form 10-K for the year ended December 31, 2003, reports and (ii) the Company’s Quarterly Reports on Form 10-Q for the periods ended April 3, 2004, July 3, 2004 and October 2, 2004, each in the form (including exhibits, annexes and any amendments thereto) documents filed with or furnished to the SEC (collectively, including any such reports since the Applicable Date and those filed with or furnished to the SEC subsequent to the date of this Agreement, in each case as amended, the “Company Reports”). Each of the Company Reports, at the time of its filing or being furnished complied or, if not yet filed or furnished, will comply in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), and any rules and regulations promulgated thereunder applicable to the Company Reports. As of their respective dates (or, if amendedamended prior to the date of this Agreement, as of the date of such amendment), the Company Reports did not, and any Company Reports filed with or furnished to the SEC subsequent to the date of this Agreement will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. Each There are no outstanding or unresolved comments in comment letters from the SEC or the Staff with respect to any of the consolidated balance sheets included in or incorporated by reference into Company Reports. To the Knowledge of the Company, none of the Company Reports (including is the related notes and schedules) fairly presentssubject of ongoing SEC review, outstanding SEC comment or will fairly present, the consolidated financial position outstanding SEC investigation. None of the Company and its Company’s Subsidiaries as of its date and each of is required to file any forms, reports, registrations, statements or other documents with the consolidated statements of income and of changes in financial position included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents, or will fairly present, the results of operations, retained earnings and changes in financial position, as the case may be, of the Company and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with U.S. generally accepted accounting principles (“GAAP”) consistently applied during the periods involved, except as may be noted therein. Since January 1, 2001, the Company has complied in all material respects with its reporting obligations under the Exchange ActSEC.

Company Reports; Financial Statements. (i) The Company has delivered filed all reports required to Parent each registration statementbe filed by it under the Act and the Securities Exchange Act of 1934 (the “Exchange Act”), reportincluding pursuant to Section 13(a) or 15(d) thereof, proxy statement for the twelve months preceding the date hereof (or information statement prepared by such shorter period as the Company since December 31, 2003, or each was required by law to file such document is available on reports) (the SEC’s website, including (i) the Company’s Annual Report on Form 10-K for the year ended December 31, 2003, and (ii) the Company’s Quarterly Reports on Form 10-Q for the periods ended April 3, 2004, July 3, 2004 and October 2, 2004, each in the form (including exhibits, annexes and any amendments thereto) filed with the SEC (collectively, including any such reports filed subsequent foregoing materials being collectively referred to the date of this Agreement, herein as the “Company ReportsSEC Documents”)) on a timely basis or has timely filed a valid extension of such time of filing and has filed any such Company SEC Documents prior to the expiration of any such extension. As of their respective dates (or, if amended, as of the date of such amendment)dates, the Company Reports did not, and any Company Reports filed SEC Documents complied in all material respects with the SEC subsequent requirements of the Act and the Exchange Act and the rules and regulations of the Securities and Exchange Commission (the “SEC”) promulgated thereunder, and, except to the date extent a report or registration statement was later amended, none of this Agreement will notthe Company SEC Documents, contain when filed, contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances in under which they were made, not misleading. Each The financial statements of the consolidated balance sheets Company included in or incorporated by reference into the Company Reports SEC Documents (including together with the related notes and schedules) fairly presentsschedules thereto, or will fairly presentcollectively, the consolidated “Company Financial Statements”) comply in all material respects with the rules and regulations of the SEC with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principles in the United States applied on a consistent basis during the period involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company and its Subsidiaries as of its date and each of for the consolidated statements of income dates thereof and of changes in financial position included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents, or will fairly present, the results of operations, retained earnings operations and changes in financial position, as the case may be, of the Company and its Subsidiaries cash flows for the periods set forth therein (then ended, subject, in the case of unaudited statements, to notes and normal normal, immaterial, year-end audit adjustments adjustmentsCompany is in compliance with the provisions of the Xxxxxxxx-Xxxxx Act of 2002 (“Sarbanes”) currently applicable to Company. Company maintains a system of internal accounting controls sufficient to provide reasonable assurance that will not be material in amount or effect), in each case (i) transactions are executed in accordance with U.S. generally accepted accounting principles management's general or specific authorizations, (“GAAP”ii) consistently applied transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management's general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Company has established disclosure controls and procedures (as defined in the Exchange Act Rules 13a-15(e) and 15d-15(e)) for Company and designed such disclosure controls and procedures to ensure that material information relating to Company, including its subsidiaries, is made known to the certifying officers by others within those entities, particularly during the periods involved, except as may be noted therein. Since January 1, 2001, the Company has complied period in all material respects with its reporting obligations which Company’s most recently filed periodic report under the Exchange Act, as the case may be, is being prepared. Company’s certifying officers have evaluated the effectiveness of Company’s controls and procedures as of the end of the period covered by the most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). Company presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no significant changes in Company’s internal controls (as such term is defined in Item 308 of Regulation S-K) or, to Company’s knowledge, in other factors that could significantly affect Company’s internal controls. Company maintains and will continue to maintain a standard system of accounting established and administered in accordance with GAAP and the applicable requirements of the Exchange Act.

Company Reports; Financial Statements. (i) The Company has delivered filed or furnished, as applicable, on a timely basis all forms, statements, certifications, reports and documents required to Parent each registration statement, report, proxy statement be filed or information statement prepared furnished by it with the Company SEC pursuant to the Exchange Act or the Securities Act since December 31, 20032015 (the “Applicable Date”) (the forms, statements, reports and documents filed or each such document is available on furnished since the SEC’s website, including (i) the Company’s Annual Report on Form 10-K for the year ended December 31, 2003, Applicable Date and (ii) the Company’s Quarterly Reports on Form 10-Q for the periods ended April 3, 2004, July 3, 2004 and October 2, 2004, each in the form (including exhibits, annexes and any amendments thereto) those filed with the SEC (collectively, including any such reports filed or furnished subsequent to the date of this Agreement, including any amendments thereto, the “Company Reports”). The MLP has filed or furnished, as applicable, on a timely basis all forms, statements, certifications, reports and documents required to be filed or furnished by it with the SEC pursuant to the Exchange Act or the Securities Act since the Applicable Date (the forms, statements, reports and documents filed or furnished since the Applicable Date and those filed or furnished subsequent to the date of this Agreement, including any amendments thereto, the “MLP Reports”). Each of the Company Reports and MLP Reports, at the time of its filing or being furnished complied, or if not yet filed or furnished, will when so filed or furnished comply, in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), and any rules and regulations promulgated thereunder applicable to the Company Reports or MLP Reports, as applicable. As of their respective dates (or, if amendedamended prior to the date of this Agreement, as of the date of such amendment), the Company Reports and the MLP Reports did not, and any none of the Company Reports and the MLP Reports filed with or furnished to the SEC subsequent to the date of this Agreement will notwhen so filed or furnished, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. Each of the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) fairly presents, or will fairly present, the consolidated financial position of the Company and its Subsidiaries as of its date and each of the consolidated statements of income and of changes MLP is in financial position included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents, or will fairly present, the results of operations, retained earnings and changes in financial position, as the case may be, of the Company and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with U.S. generally accepted accounting principles (“GAAP”) consistently applied during the periods involved, except as may be noted therein. Since January 1, 2001, the Company has complied compliance in all material respects with its reporting obligations under the Exchange Actapplicable listing and corporate governance rules and regulations of the NYSE.

Company Reports; Financial Statements. (ia) The Except as set forth in Section 3.5(a) of the Company Disclosure Letter, since January 1, 2011, the Company has delivered timely filed or otherwise furnished (as applicable) all registration statements, prospectuses, forms, reports, definitive proxy statements, schedules, statements and documents required to Parent each registration statementbe filed by it under the Securities Act or the Exchange Act, reportas the case may be, proxy statement or information statement prepared together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) (such documents and any other documents filed by the Company since December 31, 2003, or each such document is available on any of its Subsidiaries with the Securities and Exchange Commission (the “SEC’s website”), including (i) exhibits and other information incorporated therein as they have been supplemented, modified or amended since the Company’s Annual Report on Form 10-K for the year ended December 31time of filing, 2003, and (ii) the Company’s Quarterly Reports on Form 10-Q for the periods ended April 3, 2004, July 3, 2004 and October 2, 2004, each in the form (including exhibits, annexes and any amendments thereto) filed with the SEC (collectively, including any such reports filed subsequent the “Company SEC Documents”). As of their respective filing dates (or, if amended or superseded by a filing prior to the date of this Agreement, the “Company Reports”). As of their respective dates (or, if amended, as of then on the date of such amendmentfiling), the Company Reports SEC Documents (i) did not, and any Company Reports filed with the SEC subsequent to the date of this Agreement will not, not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances in under which they were made, not misleadingmisleading and (ii) complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of the SEC thereunder. Each Company SEC Document to be filed subsequent to the date of this Agreement will have complied in all material respects with the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, as the case may be. None of the Company’s Subsidiaries is required to make any filings with the SEC. All of the audited consolidated balance sheets financial statements and unaudited consolidated interim financial statements of the Company included in or incorporated by reference into the Company Reports SEC Documents (including together with the related notes and schedulesschedules thereto, collectively, the “Company Financial Statements”) (A) have been prepared from, and are in accordance with, the books and records of the Company and the Company’s Subsidiaries in all material respects, (B) have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments) and (C) fairly presents, or will fairly present, present in all material respects the consolidated financial position and the consolidated results of operations, cash flows and changes in stockholders’ equity of the Company and its Subsidiaries as of its date the dates and each of the consolidated statements of income and of changes in financial position included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents, or will fairly present, the results of operations, retained earnings and changes in financial position, as the case may be, of the Company and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, referred to notes and normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with U.S. generally accepted accounting principles (“GAAP”) consistently applied during the periods involved, except as may be noted therein. Since January 1, 2001, the Company has complied in all material respects with its reporting obligations under the Exchange Act.

Company Reports; Financial Statements. (ia) The Company has delivered furnished or filed all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to Parent each registration statement, report, proxy statement be furnished or information statement prepared filed by the Company with the SEC since December 31January 1, 20032014 (such documents, or each such document is available on the SEC’s websitetogether will all exhibits, financial statements, including the Company Financial Statements, and schedules thereto and all information incorporated therein by reference, but excluding the Proxy Statement, being collectively referred to as the “Company Reports”). Each Company Report (i) at the Company’s Annual time furnished or filed, complied in all material respects with the applicable requirements of the Exchange Act, the Securities Act or the Xxxxxxxx-Xxxxx Act of 2002 (including the rules and regulations promulgated thereunder), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company Report on Form 10-K for the year ended December 31, 2003, and (ii) did not at the Company’s Quarterly Reports on Form 10-Q for the periods ended April 3, 2004, July 3, 2004 and October 2, 2004, each in the form time it was filed (including exhibits, annexes and any amendments thereto) filed with the SEC (collectively, including any such reports filed subsequent or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the “Company Reports”). As of their respective dates (or, if amended, as of the date time of such filing or amendment), the Company Reports did not, and any Company Reports filed with the SEC subsequent to the date of this Agreement will not, ) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances in under which they were made, not misleading. Each of the consolidated balance sheets financial statements of the Company included in or incorporated by reference into the Company Reports (including the related “Company Financial Statements”) complied at the time it was filed as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was prepared in accordance with United States generally accepted accounting principles (“GAAP”) (except, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods and as of the dates involved (except as may be indicated in the notes thereto) and schedules) fairly presentspresent in all material respects, or will fairly presentin accordance with GAAP, the consolidated financial position of the Company and its the Company’s consolidated Subsidiaries as of its date the dates thereof and each of the consolidated statements of income and of changes in financial position included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents, or will fairly present, the results of operations, retained earnings their operations and changes in financial position, as the case may be, of the Company and its Subsidiaries cash flows for the periods set forth therein shown (subject, in the case of unaudited quarterly financial statements, to notes and normal year-end audit adjustments that will not be material in amount or effectadjustments), in each case in accordance with U.S. generally accepted accounting principles (“GAAP”) consistently applied during the periods involved, except as may be noted therein. Since January 1, 2001, the Company has complied in all material respects with its reporting obligations under the Exchange Act.

Company Reports; Financial Statements. (i) The Company has delivered made available to Parent each registration statement, report, proxy statement or information statement prepared filed by it with the SEC (collectively, including any amendments of any such reports, the "Company Reports") pursuant to the Securities Act or the Exchange Act since December 31January 1, 2003, or each such document is available on 1998 and prior to the SEC’s websitedate hereof, including (i) the Company’s 's Annual Report on Form 10-K for the fiscal year ended December 31, 2003, 1998 and (ii) the Company’s 's Quarterly Reports on Form 10-10- Q for the quarterly periods ended April 3March 31, 20041999, July 3June 30, 2004 1999 and October 2September 30, 20041999, each in the form filed with the SEC (including exhibits, annexes and any amendments thereto) ). None of the Company Reports (in the case of Company Reports filed with the SEC (collectively, including any such reports filed subsequent pursuant to the date of this Agreement, the “Company Reports”Securities Act). As of their respective dates (or, if amended, as of the date of such amendment)their effective dates, the Company Reports did not, and any Company Reports filed with the SEC subsequent to the date of this Agreement will not, contain contains any untrue statement of a material fact or omit omits to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading and none of the Company Reports (in the case of Company Reports filed pursuant to the Exchange Act) as of the respective dates first mailed to shareholders contains any statement which, at the time and in the light of the circumstances under which it was made, was false or misleading with respect to any material fact, or omits to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company and its Subsidiaries included in such Company Reports comply as to form in all material respects with the applicable rules and regulations of the SEC with respect thereto. Each of the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) fairly presentspresents fairly, or will fairly presentin all material respects, the consolidated financial position of the Company and its Subsidiaries as of its date and each of the consolidated statements of income and consolidated statements of changes in financial position cash flow included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents, or will fairly present, presents in all material respects the results of operations, retained earnings and changes in financial position, as the case may be, of the Company and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to the absence of notes and normal year-end audit adjustments that will not be material in amount or effectadjustments), in each case in accordance with U.S. generally accepted accounting principles (“GAAP”) GAAP consistently applied during the periods involved, except as may be noted therein. Since January 1December 31, 20011999 (the "Audit Date") and through the date hereof, neither the Company nor any of its Subsidiaries has complied incurred any liabilities or obligations (whether absolute, accrued, fixed, contingent or otherwise and whether due or to become due) of any nature, except liabilities or obligations which (i) were reflected on the audited balance sheet of the Company and its Subsidiaries as of December 31, 1999 (including the notes thereto), (ii) were incurred in all material respects the ordinary course of business, consistent with its reporting obligations under past practices after December 31, 1999, (iii) are disclosed in the Exchange ActCompany Reports filed after December 31, 1999, (iv) would not be reasonably likely to, either individually or in the aggregate, have a Company Material Adverse Effect, (v) were incurred in connection with the transactions contemplated by this Agreement or (vi) have been satisfied prior to the date hereof.

Company Reports; Financial Statements. (i) The Company has filed with the Securities and Exchange Commission (the "SEC") and delivered to Parent each registration statement, report, proxy statement or information statement prepared by the Company since December 31, 2003, or each such document is available on the SEC’s website, including (i) Purchaser the Company’s 's Annual Report on Form 10-K for the -9- year ended December March 31, 2003, and 2000 (ii) the Company’s Quarterly Reports on Form "FORM 10-Q for the periods ended April 3, 2004, July 3, 2004 and October 2, 2004, each in the form (including exhibits, annexes K") and any amendments thereto) filed with the SEC other registration statements, schedules, reports, proxy statements or information statements (collectively, including any such reports "COMPANY REPORTS") filed subsequent or required to the date of this Agreementbe filed since March 31, the “Company Reports”)2000. As of their respective dates (ordates, if amendedthe Company Reports complied in all material respects with the requirements of the Securities Act or the Exchange Act, as of the date of such amendment)case may be, and the rules and regulations promulgated thereunder applicable to the Company Reports, and the Company Reports did not, and any Company Reports filed with the SEC subsequent to the date of this Agreement hereof will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. Each The financial statements of the consolidated balance sheets Company included in or incorporated by reference into the Company Reports comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles (including "GAAP") (except, in the related case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and schedules) fairly presents, or will fairly present, and accurately present the consolidated financial position of the Company as of the dates thereof and its Subsidiaries as of its date and each of the consolidated statements of income and of changes in financial position included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents, or will fairly present, the results of operations, retained earnings stockholders equity and changes in financial position, as the case may be, of the Company and its Subsidiaries cash flows for the periods set forth therein then ended (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that will not be adjustments) and are in all material in amount or effect), in each case respects in accordance with U.S. generally accepted accounting principles the books of account and records of the Company. The Company has delivered to the Purchaser a copy of the financial statements included in the Form 10-K (“including an auditor's opinion). The Company has delivered to the Purchaser unaudited consolidated balance sheets and consolidated income statements as of the end of the calendar months ending July 31, 2000 and August 31, 2000, together with statements of retained earnings and cash flows for each such period. Such financial statements have been prepared in accordance with GAAP (subject to normal year-end adjustments and the addition of footnotes or other explanatory material associated with its financial statements prepared in accordance with GAAP”) consistently applied on a consistent basis during the periods involved, involved (except as may be noted therein. Since January 1, 2001, indicated in the notes thereto) and fairly and accurately present the financial position and results of operations of the Company has complied for such periods, and have been prepared in all material respects accordance with its reporting obligations under the Exchange Actbooks and records of the Company on a consistent basis.

Company Reports; Financial Statements. (i) The Company has delivered or made available to Parent the Investor (i) each registration statement, report, proxy statement or information statement prepared by filed with the Company SEC since December 31, 2003, or each such document is available on 1995 (the SEC’s website"AUDIT DATE"), including (i) the Company’s 's Annual Report on Form 10-K for the year ended December 31, 2003, and (ii) the Company’s Quarterly Reports on Form 10-Q for the periods ended April 3, 2004, July 3, 2004 and October 2, 2004, each 1995 in the form (including exhibits, annexes and any amendments thereto) filed with the SEC (collectively, including any such reports filed the "COMPANY REPORTS") and (ii) an unaudited balance sheet as of the end of the month for each month subsequent to the date of this Agreementthe latest Company Report through and including the month ended July 31, 1996 which included a consolidated balance sheet and the related consolidated statements of income and of changes in financial position for the month(s) then ended (collectively, the “Company Reports”"SUBSEQUENT FINANCIAL INFORMATION," and the latest of such unaudited consolidated balance sheets included therein being referred to as the "LATEST BALANCE SHEET"). As of their respective dates (or, if amended, as of the date of such amendment)dates, the Company Reports did not, and any Company Reports filed with the SEC subsequent to the date of this Agreement will not, not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. Each of the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) and each of the unaudited balance sheets included in the Subsequent Financial Information fairly presents, or will fairly present, presents in all material respects the consolidated financial position of the Company and its Subsidiaries as of its date and each of the consolidated statements of income and of changes in financial position included in or incorporated by reference into the Company Reports and the Subsequent Financial Information (including any related notes and schedules) fairly presents, or will fairly present, presents in all material respects the results of operations, retained earnings and changes in financial position, as the case may be, of the Company and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to the absence of notes and normal year-end audit adjustments that will not be material in amount or effectadjustments), in each case in accordance with U.S. generally accepted accounting principles (“"GAAP”") consistently applied during the periods involved, except as may be noted therein. Since January 1, 2001, the Company has complied in all material respects with its reporting obligations under the Exchange Act.

Company Reports; Financial Statements. (i) The Company has delivered and, to Parent each registration statement, report, proxy statement or information statement prepared by the Company since December 31, 2003, or each such document is available on the SEC’s website, including (i) the Company’s Annual Report on Form 10-K for the year ended December 31, 2003, and (ii) the Company’s Quarterly Reports on Form 10-Q for the periods ended April 3, 2004, July 3, 2004 and October 2, 2004extent applicable, each in the form (including exhibits, annexes and any amendments thereto) filed of its Subsidiaries has made all filings required to be made by it with the SEC Commission since at least January 1, 1999 (collectively, including any such reports filed subsequent to the date of this Agreement, the “"Company Reports”"). As of their respective dates (or, if amended, as of the date of such amendment)dates, the Company Reports complied in all material respects with the requirements of applicable statutes and regulations (except for certain late filings) and did not, and any Company Reports filed with the SEC subsequent Commission prior to the date of this Agreement Sale will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. Each of the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) fairly presentspresents fairly, or will fairly presentpresent fairly, the consolidated financial position of the Company and its Subsidiaries as of its date and each of the consolidated statements of income and of changes in financial position included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presentspresents fairly, or will fairly presentpresent fairly, the results of operations, retained earnings and changes in financial position, as the case may be, of the Company and its Subsidiaries for the periods set forth therein (except as otherwise noted therein and subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with U.S. generally accepted accounting principles (“"GAAP”") consistently applied during the periods involved, except, in the case of unaudited financial statements, as permitted by Commission Form 10-Q, and except as may be noted therein. Since January 1, 2001, the The Company has complied in all material respects not, on or prior to the date hereof, filed any other definitive reports or statements with its reporting obligations under the Exchange ActCommission since July 14, 2000.

Company Reports; Financial Statements. (i) The Company has delivered to Parent each registration statement, report, proxy statement or information statement prepared by the Company it since December 31, 2003, or each such document is available on the SEC’s website2001, including (iA) the Company’s 's Annual Report on Form 10-K 10?K for the year ended December 31, 20032001, and (iiB) the Company’s 's Quarterly Reports on Form 10-Q 10?Q for the periods ended April 3March 31, 2004June 30 and September 30, July 3, 2004 and October 2, 20042002, each in the form (including exhibits, annexes and any amendments thereto) filed with the SEC (collectively, including any such reports filed subsequent to the date of this Agreementhereof and as amended, the “"Company Reports”"). As of their respective dates dates, (or, if amended, as of the date of such amendment), ) the Company Reports did not, and any Company Reports filed with the SEC subsequent to the date of this Agreement hereof will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. Each of the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) fairly presents, or will fairly present, in all material respects the consolidated financial position of the Company and its Subsidiaries subsidiaries as of its date and each of the consolidated statements of income operations and consolidated statements of changes in financial position stockholder's equity and cash flows included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents, or will fairly present, in all material respects the financial position, the results of operations, retained earnings operations and changes in financial positioncash flows, as the case may be, of the Company and its Subsidiaries subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with U.S. generally accepted accounting principles (“GAAP”) GAAP consistently applied during the periods involved, except as may be noted therein. Since January 1, 2001, the Company has complied in all material respects with its reporting obligations under the Exchange Act.

Company Reports; Financial Statements. (i) The Company has delivered to Parent each registration statement, report, proxy statement or information statement prepared by Except as set forth in Section 5.1(e)(i) of the Company Disclosure Letter, each of the Company and Oncor has filed or furnished, as applicable, on a timely basis, all forms, statements, certifications, reports and other documents (including exhibits, financial statements and schedules thereto, and other information incorporated therein) required to be filed or furnished by it with the Securities and Exchange Commission (the “SEC”) pursuant to the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder, as amended (the “Exchange Act”) or the Securities Act of 1933 and the rules and regulations promulgated thereunder, as amended (the “Securities Act”) or any Contract governing any indebtedness of the Company or Oncor requiring such filings to be made since December 31, 20032013 (the “Applicable Date”) (such forms, statements, certifications, reports and documents filed or each such document is available on furnished since the SEC’s website, including (i) the Company’s Annual Report on Form 10-K for the year ended December 31, 2003, Applicable Date and (ii) the Company’s Quarterly Reports on Form 10-Q for the periods ended April 3, 2004, July 3, 2004 and October 2, 2004, each in the form (including exhibits, annexes and any amendments thereto) those filed with the SEC (collectively, including any such reports filed or furnished subsequent to the date of this Agreementhereof, including any amendments thereto, the “Company Reports”). As Except as set forth in Section 5.1(e)(i) of the Company Disclosure Letter, each of the Company Reports, including any financial statements or schedules included therein, at the time of its filing or being furnished complied or, if not yet filed or furnished, will comply, in all material respects with the requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002, as amended, and the rules and regulations promulgated thereunder (the “Xxxxxxxx-Xxxxx Act”) applicable to the Company Reports. Except as set forth in Section 5.1(e)(i) of the Company Disclosure Letter, as of their respective dates (or, if amendedamended prior to, or after, the date hereof, as of the date of such amendment), the Company Reports filed with or furnished to the SEC prior to the date hereof did not, and any Company Reports filed with or furnished to the SEC subsequent to the date of this Agreement hereof will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. Each There are no outstanding or unresolved comments received from the SEC staff with respect to the Company Reports. None of the consolidated balance sheets included in or incorporated by reference into the Company Reports is, to the Knowledge (including as defined below) of the related notes and schedules) fairly presents, or will fairly presentCompany, the consolidated financial position subject of the Company and its Subsidiaries as of its date and each of the consolidated statements of income and of changes in financial position included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents, or will fairly present, the results of operations, retained earnings and changes in financial position, as the case may be, of the Company and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with U.S. generally accepted accounting principles (“GAAP”) consistently applied during the periods involved, except as may be noted therein. Since January 1, 2001, the Company has complied in all material respects with its reporting obligations under the Exchange Actongoing SEC review.

Company Reports; Financial Statements. (i) The Company has delivered to Parent each registration statement, report, proxy statement or information statement prepared by the Company since December 31it (including, 2003without limitation, or each such document is available on the SEC’s website, including (i) the Company’s 's Annual Report Reports on Form 10-K for the year ended December 31K, 2003, and (ii) the Company’s 's Current Reports on Form 8-K and (iii) the Company's Quarterly Reports on Form 10-Q for the periods ended April 3, 2004, July 3, 2004 and October 2, 2004Q), each in the form (including exhibits, annexes and any amendments thereto) filed with the SEC Securities and Exchange Commission since January 1, 1996 (the "SEC") (collectively, including any such reports filed subsequent to the date of this Agreementhereof, the “"Company Reports”"). As of their respective dates (or, if amended, as of the date of such amendment)dates, the Company Reports did not, and any Company Reports filed with the SEC subsequent to the date of this Agreement hereof will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. Each of the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) fairly presents, or will fairly present, the consolidated financial position of the Company and its Subsidiaries as of its date and each of the consolidated statements of income operations, statements of cash flows and statements of changes in financial position shareholders' equity included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents, or will fairly present, the results of operations, retained earnings accumulated deficits, shareholders' equity and changes in financial positioncash flows, as the case may be, of the Company and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with U.S. generally accepted accounting principles in the United States (“"US GAAP”") consistently applied during the periods involved, except as may be noted therein. Since January 1, 2001, the Company has complied in all material respects with its reporting obligations under the Exchange Act.

Company Reports; Financial Statements. (i) The Company has delivered made available to Parent each registration statement, report, proxy statement or information statement prepared filed with the SEC by it since June 30, 1996 (the Company since December 31, 2003, or each such document is available on the SEC’s website"Audit Date"), including (i) the Company’s 's Annual Report on Form 10-K for the year ended December 31June 30, 2003, and 1996 (ii) the Company’s Quarterly Reports on Form "Company 10-Q for the periods ended April 3, 2004, July 3, 2004 and October 2, 2004, each K") in the form (including exhibits, annexes and any amendments thereto) filed with the SEC (collectively, including any such reports filed subsequent to the date of this Agreementhereof, the “"Company Reports”"). As of their respective dates (ordates, if amendedthe Company Reports complied, and any Company Reports filed with the SEC after the date hereof will comply, as to form in all material respects with the applicable requirements of the date Exchange Act and the Securities Act of such amendment1933, as amended (the "Securities Act"), and the Company Reports did not, and any Company Reports filed with the SEC subsequent to after the date of this Agreement hereof will not, at the time of their filing, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. Each of the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) fairly presents, or will fairly present, the consolidated financial position of the Company and its Subsidiaries as of its date and each of the consolidated statements of income and of changes in financial position included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents, or will fairly present, the results of operations, retained earnings and changes in financial position, as the case may be, of the Company and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with U.S. United States generally accepted accounting principles (“"GAAP”") consistently applied during the periods involved, except as may be noted therein. Since January 1, 2001, The Company has heretofore made available or promptly will make available to Parent a complete and correct copy of all amendments or modifications which are required to be filed with the SEC but have not yet been filed with the SEC to the Company has complied in all material respects Reports, agreements, documents or other instruments which previously had been filed by the Company with its reporting obligations under the SEC pursuant to the Exchange Act.. For purposes of this Agreement, "Balance Sheet" means the consolidated balance sheet of the Company as of June 30, 1996 set forth in the Company 10-K. Except as set forth in Company Reports filed with the SEC prior to the date hereof or as incurred in the ordinary course of business since the date of the most recent financial statements included in the Company Reports, neither the Company nor any of its subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which would be required under GAAP to be set forth on a consolidated balance sheet of the Company and its subsidiaries taken as a whole and which individually or in the aggregate would have a Company Material Adverse Effect. (f)

Company Reports; Financial Statements. (i) The Company has delivered made available to the Parent each registration statement, report, form, proxy statement or information statement prepared or other document filed or furnished by the Company or any of its Subsidiaries with or to the SEC since December July 31, 2003, or each such document is available on 2005 (the SEC’s website“Company Audit Date”), including (i) the Company’s Annual Report on Form 10-K for the year ended December July 31, 2003, 2005 and (ii) the Company’s Quarterly Reports on Form 10-Q for the periods period ended April 3October 31, 2004, July 3, 2004 and October 2, 20042005, each in the form (including exhibits, annexes and any amendments thereto) filed with the SEC (collectivelycollectively with each other, including any such reports registration statements, reports, forms, proxy or information statements or other documents so filed or furnished subsequent to the date of this AgreementAgreement and any amendments to any of the foregoing, the “Company Reports”). The Company and its Subsidiaries have filed or furnished, as applicable, with or to the SEC all registration statements, reports, forms, proxy or information statements and other documents required to be so filed or furnished by them pursuant to applicable securities statutes, regulations, policies and rules since the Company Audit Date. Each of the Company Reports, at the time first filed with or furnished to the SEC, complied or will comply (as applicable) in all material respects with the applicable requirements of the Securities Act and Exchange Act and the rules and regulations thereunder and complied in all material respects with the then applicable accounting standards. As of their respective dates (or, if amended, as of the date of such amendment)dates, the Company Reports did not, and any Company Reports filed with the SEC subsequent to the date of this Agreement will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. Each The Company Reports included or will include all certificates required to be included therein pursuant to Sections 302 and 906 of the consolidated balance sheets included in or incorporated by reference into Xxxxxxxx-Xxxxx Act of 2002, as amended (the Company Reports (including “SOX Act”), and, to the related notes and schedules) fairly presents, or will fairly presentextent applicable, the consolidated financial position internal control report and attestation of the Company and its Subsidiaries as of its date and each Company’s outside auditors required by Section 404 of the consolidated statements of income and of changes in financial position included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents, or will fairly present, the results of operations, retained earnings and changes in financial position, as the case may be, of the Company and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with U.S. generally accepted accounting principles (“GAAP”) consistently applied during the periods involved, except as may be noted therein. Since January 1, 2001, the Company has complied in all material respects with its reporting obligations under the Exchange SOX Act.

Company Reports; Financial Statements. (i) The Company has delivered to Parent and Merger Sub each registration statement, report, proxy statement or information statement prepared by the Company it since December 31, 2003, or each such document is available on 1997 (the SEC’s website"AUDIT DATE"), including (i) the Company’s 's Annual Report on Form 10-K KSB for the year ended December 31, 20031997, and (ii) the Company’s 's Quarterly Reports Report on Form 10-Q QSB for the periods period ended April 3March 31, 2004, July 3, 2004 and October 2, 20041998, each in the form (including exhibits, annexes and any amendments thereto) filed with the SEC Securities and Exchange Commission (the "SEC") (collectively, including any such reports filed subsequent to the date of this Agreementhereof and as amended, the “Company Reports”"COMPANY REPORTS"). As of their respective dates dates, (or, if amended, as of the date of the latest of such amendment), amendments) the Company Reports did not, and any Company Reports filed with the SEC subsequent to the date of this Agreement hereof will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. Each of the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) fairly presents, or will fairly present, the consolidated financial position of the Company and its Subsidiaries as of its date and each of the consolidated statements of income and of changes in financial position included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents, or will fairly present, the results of operations, retained earnings and changes in financial position, as the case may be, of the Company and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with U.S. generally accepted accounting principles (“"GAAP”") consistently applied during the periods involved, except as may be noted therein. Since January 1, 2001, the Company has complied in all material respects with its reporting obligations under the Exchange Act.

Company Reports; Financial Statements. (i) The Company Seller has delivered made available to Parent the Buyer each registration statement, report, proxy statement or information statement prepared by the Company it since December 31, 2003, or each such document is available on 1998 (the SEC’s website"Audit Date"), including (i) the Company’s 's Annual Report on Form 10-K for the year ended December 31, 20031998, and (ii) the Company’s Quarterly Reports 's Report on Form 108-Q for the periods ended April 3K dated March 18, 2004, July 3, 2004 and October 2, 20041999, each in the form (including exhibits, annexes and any amendments thereto) filed with the SEC (collectively, including any such reports filed subsequent to the date of this Agreementhereof and any amended reports, the “"Company Reports”"). As of their respective dates (or, if amended, as of the date of such amendment), insofar as the Company Reports relate to the Purchased Assets, the Company Reports did not, and any Company Reports filed with the SEC subsequent to the date of this Agreement hereof will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. Each With respect to the financial information relating to the Purchased Assets, each of the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the any related notes and schedules) fairly presents, or will fairly present, the consolidated financial position of the Company and its Subsidiaries subsidiaries as of its date and each of the consolidated statements of income and of changes in financial position included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents, or will fairly present, the results of operations, retained earnings and changes in financial position, as the case may be, of the Company and its Subsidiaries subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with U.S. generally accepted accounting principles (“GAAP”) consistently applied during the periods involved, except as may be noted therein. Since January 1, 2001, the Company has complied in all material respects with its reporting obligations under the Exchange Act.

Company Reports; Financial Statements. (i) The Company has delivered to Parent filed with the Commission each registration statement, report, proxy statement or information statement prepared required to be filed by the Company it since December 31, 2003, or each such document is available on 1994 (the SEC’s website"Audit Date"), including (i) the Company’s 's Annual Report on Form 10-K for the year ended December 31, 2003, 1994 and (ii) the 16 Company’s 's Quarterly Reports on Form 10-Q for the periods ended April 3March 31, 20041995, July 3June 30, 2004 1995, and October 2September 30, 20041995, each in the form (including exhibits, annexes and any amendments thereto) filed with the SEC (collectively, including any such reports filed subsequent to the date of this Agreementhereof, the “"Company Reports”"). As of their respective dates (or, if amended, as of the date of such amendment)dates, the Company Reports did not, and any Company Reports filed with the SEC Commission subsequent to the date of this Agreement hereof will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleadingmis- leading. Except as disclosed in Section 6.1(e) of the Company Disclosure Letter, neither the Company nor any of its Subsidiaries, nor any of their respective assets, businesses, or operations, is as of the date of this Agreement a party to, or is bound or affected by, or receives benefits under any contract or agreement or amendment thereto, that in each case would be required to be filed as an exhibit to a Form 10-K as of the date of this Agreement that has not been filed as an exhibit to a Company Report filed prior to the date of this Agreement. As of their respective dates, the consolidated financial statements included in the Company Reports complied as to form in all material respects with then applicable accounting requirements and the published rules and regulations of the Commission with respect thereto. Each of the consolidated balance sheets included in or incorporated by reference into the Company Reports (including includ- ing the related notes and schedules) fairly presents, or will fairly present, presents the consolidated financial position of the Company and its Subsidiaries as of its date and each of the consolidated statements of income and of changes in financial position cash flows included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents, or will fairly present, presents the results of operations, retained earnings operations and changes in financial positioncash flows, as the case may be, of the Company and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to the absence of notes and normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with U.S. generally accepted accounting principles (“"GAAP”") consistently applied during the periods involved, except as may be noted therein. Since January 1, 2001, the Company has complied in all material respects with its reporting obligations under the Exchange Act.

Company Reports; Financial Statements. (i) The Company has delivered and, to Parent each registration statement, report, proxy statement or information statement prepared by the Company since December 31, 2003, or each such document is available on the SEC’s website, including (i) the Company’s Annual Report on Form 10-K for the year ended December 31, 2003, and (ii) the Company’s Quarterly Reports on Form 10-Q for the periods ended April 3, 2004, July 3, 2004 and October 2, 2004extent applicable, each in the form (including exhibits, annexes and any amendments thereto) filed of its then or current Subsidiaries has made all filings required to be made by it with the SEC since December 16, 1996 (collectively, including any such reports filed subsequent to the date of this Agreement, the “"Company Reports”"). As of their respective dates (or, if amended, as of the date of such amendment)dates, the Company Reports complied in all material respects with the requirements of applicable statutes and regulations and did not, and any Company Reports filed with the SEC subsequent prior to the date of this Agreement Sale will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. Each of the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) fairly presentspresents fairly, or will fairly presentpresent fairly, the consolidated financial position of the Company and its Subsidiaries as of its date and each of the consolidated statements of income and of changes in financial position included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presentspresents fairly, or will fairly presentpresent fairly, the results of operations, retained earnings and changes in financial position, as the case may be, of the Company and its Subsidiaries for the periods set forth therein (except as otherwise noted therein and subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with U.S. generally accepted accounting principles (“"GAAP”") consistently applied during the periods involved, except, in the case of unaudited financial statements, as permitted by SEC Form 10-Q, and except as may be noted therein. Since January 1, 2001, the The Company has complied in all material respects not, on or prior to the date hereof, filed any other definitive reports or statements with its reporting obligations under the Exchange ActSEC since March 23, 2000.

Company Reports; Financial Statements. (i) The Company has delivered to Parent each registration statement, report, proxy statement or information statement prepared by Except as set forth in Section 5.1(e)(i) of the Company Disclosure Letter, each of the Company and Oncor has filed or furnished, as applicable, on a timely basis, all forms, statements, certifications, reports and other documents (including exhibits, financial statements and schedules thereto, and other information incorporated therein) required to be filed or furnished by it with the Securities and Exchange Commission (the “SEC”) pursuant to the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder, as amended (the “Exchange Act”) or the Securities Act of 1933 and the rules and regulations promulgated thereunder, as amended (the “Securities Act”) or any Contract governing any indebtedness of the Company or Oncor requiring such filings to be made since December 31, 20032013 (the “Applicable Date”) (the forms, statements, certifications, reports and documents filed or each such document is available on furnished since the SEC’s website, including (i) the Company’s Annual Report on Form 10-K for the year ended December 31, 2003, Applicable Date and (ii) the Company’s Quarterly Reports on Form 10-Q for the periods ended April 3, 2004, July 3, 2004 and October 2, 2004, each in the form (including exhibits, annexes and any amendments thereto) those filed with the SEC (collectively, including any such reports filed or furnished subsequent to the date of this Agreementhereof, including any amendments thereto, the “Company Reports”). As Except as set forth in Section 5.1(e)(i) of the Company Disclosure Letter, each of the Company Reports, including any financial statements or schedules included therein, at the time of its filing or being furnished complied or, if not yet filed or furnished, will comply, in all material respects with the requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002, as amended, and the rules and regulations promulgated thereunder (the “Xxxxxxxx-Xxxxx Act”) applicable to the Company Reports. Except as set forth in Section 5.1(e)(i) of the Company Disclosure Letter, as of their respective dates (or, if amendedamended prior to, or after, the date hereof, as of the date of such amendment), the Company Reports filed with or furnished to the SEC prior to the date hereof did not, and any Company Reports filed with or furnished to the SEC subsequent to the date of this Agreement hereof will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. Each There are no outstanding or unresolved comments received from the SEC staff with respect to the Company Reports. None of the consolidated balance sheets included in or incorporated by reference into the Company Reports is, to the Knowledge (including as defined below) of the related notes and schedules) fairly presents, or will fairly presentCompany, the consolidated financial position subject of the Company and its Subsidiaries as of its date and each of the consolidated statements of income and of changes in financial position included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents, or will fairly present, the results of operations, retained earnings and changes in financial position, as the case may be, of the Company and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with U.S. generally accepted accounting principles (“GAAP”) consistently applied during the periods involved, except as may be noted therein. Since January 1, 2001, the Company has complied in all material respects with its reporting obligations under the Exchange Actongoing SEC review.

Company Reports; Financial Statements. (iSECTION 5.1(e) The Company has delivered to Parent each registration statement, report, proxy statement or information statement prepared by of the Company since December 31Disclosure Letter contains true and accurate copies of the reviewed balance sheet and related statements of operations, 2003, or each such document is available on the SEC’s website, including (i) the Company’s Annual Report on Form 10-K changes in shareholders equity and cash flows of Meritus and its Subsidiaries for the year ended December 31fiscal years 1994-1998, 2003, and (ii) the Company’s Quarterly Reports on Form 10-Q together with internal monthly financial statements for the periods ended April 3, 2004, period January-July 3, 2004 and October 2, 2004, each in the form (including exhibits, annexes and any amendments thereto) filed with the SEC 1999 (collectively, including any such reports filed subsequent to and along with the date of this AgreementAudited Statements, as defined in Section 6.19 below, the “Company Reports”"COMPANY REPORTS"). As of their respective dates (or, if amended, and except as set forth in Section 5.1(e) of the date of such amendment)Company Disclosure Letter, the Company Reports did not, and any Company Reports filed with the SEC provided by Meritus to DSI subsequent to the date of this Agreement hereof will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, therein not misleading. Each of the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) fairly presents, or will fairly present, in all material respects, the consolidated financial position of the Company Meritus and its Subsidiaries as of its date and each of the consolidated statements of income income, stockholders' equity and of changes in financial position cash flows included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents, or will fairly present, the results of consolidated operations, retained earnings stockholders' equity and changes in financial positioncash flows, as the case may be, of the Company Meritus and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that will not be material in amount or effect), in each case case, except as set forth in Section 5.1(e) of the Company Disclosure Letter, in accordance with U.S. generally accepted accounting principles (“"GAAP”") consistently applied during the periods involved, except as may be noted therein. Since January 1, 2001, the Company has complied in all material respects with its reporting obligations under the Exchange Act.

Company Reports; Financial Statements. (i) The During the two years prior to the date hereof, the Company has delivered filed all reports, schedules or other documents required to Parent each registration statement, report, proxy statement or information statement prepared be filed by the Company since December 31with the Securities and Exchange Commission (the “SEC”) pursuant to the reporting requirements of the Securities Exchange Act of 1934 (the "1934 Act") and with the Israeli Securities Authority (the “ISA”) pursuant to the reporting requirements of Applicable Securities Laws, 2003, or each such document is available on the SEC’s website, including (i) the Company’s Annual Report on Form 10-K except for the year ended December 31failure to make such filings which would not, 2003, and (ii) the Company’s Quarterly Reports on Form 10-Q for the periods ended April 3, 2004, July 3, 2004 and October 2, 2004, each individually or in the form (including exhibitsaggregate, annexes and any amendments thereto) filed with the SEC (collectively, including any such reports filed subsequent reasonably be expected to the date of this Agreement, the “Company Reports”)have a Material Adverse Effect. As of their respective dates (or, if amended, as of the date of such amendment)filing dates, the Company Reports did notcomplied in all material respects with the requirements of the 1934 Act and the Applicable Securities Laws and the rules and regulations of the SEC and the ISA promulgated thereunder applicable to the Company Reports, and any none of the Company Reports Reports, at the time they were filed with the SEC subsequent to or the date of this Agreement will notISA, contain as applicable, contained or, if amended or supplemented, as so amended or supplemented, contains any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances in under which they were made, not misleading. Each As of their respective filing dates, the financial statements of the consolidated balance sheets Company included in or incorporated by reference into the Company Reports complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC and the ISA, as applicable, with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles in the United States, consistently applied during the periods involved (including "GAAP") (except (a) as may be otherwise indicated in such financial statements or the related notes and schedules) fairly presentsthereto, or will (b) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present, present in all material respects the consolidated financial position of the Company and its Subsidiaries as of its date the dates thereof and each of the consolidated statements of income and of changes in financial position included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents, or will fairly present, the results of operations, retained earnings its operations and changes in financial position, as the case may be, of the Company and its Subsidiaries cash flows for the periods set forth therein then ended (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that will not be adjustments). As used herein, “Company Reports” means reports, schedules, forms, statements and other documents filed by the Company with the ISA or the SEC under the 1933 Act, the 1934 Act, or applicable rules and regulations of the SEC thereunder (including all exhibits included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein) and the document in Section 3.8 of the Company Disclosure Letter. As used herein, "Material Adverse Effect” means any substantial, material and long term adverse effect on the business, properties, assets, operations, results of operations, condition (financial or otherwise) of the Company and its Subsidiaries, taken as a whole, or on the transactions contemplated hereby or on the Transaction Documents, other than any effect arising from or relating to (1) general economic conditions, (2) the industry in amount which the Company and/or its applicable Subsidiary operates in general, (3) the negotiation, execution, announcement, pendency or effect)performance of the transactions or the consummation of the transactions, including (A) the impact thereof on relationships, contractual or otherwise, with customers, suppliers, distributors or partners, and (B) any resulting shortfalls or declines in each case revenue, margins or profitability, (4) any declaration of war by or against, or an escalation of hostilities involving, or an act of terrorism against, any country where such party or its major sources of supply have material operations or where such party has sales, (5) changes in accordance with U.S. applicable laws or in generally accepted accounting principles or accounting standards, or changes in general legal, regulatory or political conditions, (“GAAP”6) consistently applied during the periods involved, except as may be noted therein. Since January 1, 2001, any action taken by the Company or Corrigent as contemplated or permitted by the Security Documents or with the consent of the other parties to this Agreement; provided, that, for the avoidance of doubt and notwithstanding anything to the contrary herein, a bankruptcy or liquidation event of the Company or Corrigent will be deemed to constitute an event that has complied in all material respects with its reporting obligations under the Exchange Acta Material Adverse Effect.

Company Reports; Financial Statements. (ia) The Company has delivered made available (for purposes of this Section 5.5, any material that has been filed with the Securities and Exchange Commission (the “SEC”) in an unredacted form and that is available through XXXXX shall be deemed to have been made available) to Parent true and complete copies of each registration statement, report, proxy statement or information statement statement, including all amendments, schedules, supplements and exhibits thereto, prepared by the Company it since December 31, 2003, or each such document is available on 2002 (the SEC’s website“Base Date”), including (i) the Company’s Annual Report on Form 10-K for the year years ended December 31, 20032002, 2003 and 2004, and (ii) the Company’s Quarterly Reports Report on Form 10-Q for the periods period ended April 3September 30, 20042005, July 3, 2004 and October 2, 2004, each in the form (including exhibits, annexes and any amendments thereto) filed with or furnished to the SEC. The Company has timely filed or furnished all forms, statements, reports and documents required to be filed or furnished by it with or to the SEC pursuant to the applicable securities statutes, regulations, policies and rules since the Base Date (collectivelythe forms, including any such statements, reports and documents filed or furnished since the Base Date and those filed with or furnished to the SEC subsequent to the date of this Agreement, if any, including any amendments thereto, the “Company Reports”). Each of the Company Reports, at the time of its filing or furnishing, complied or will comply in all material respects with the applicable requirements of the Exchange Act and the rules and regulations thereunder and complied in all material respects with the then applicable accounting standards. As of their respective dates (or, if amended, as of the date of such amendment), ) the Company Reports did not, and any Company Reports filed with or furnished to the SEC subsequent to the date of this Agreement will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. Each As of the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) fairly presentsdate hereof, or will fairly present, the consolidated financial position no Subsidiary of the Company and its Subsidiaries as of its date and each is subject to the periodic reporting requirements of the consolidated statements Exchange Act. The Company has previously provided to Parent a complete and correct copy of income and of changes in financial position included in any amendment or incorporated by reference into modification which has not yet been filed with or furnished to the Company Reports (including SEC to any related notes and schedules) fairly presentsagreement, document or will fairly present, the results of operations, retained earnings and changes in financial position, as the case may be, of the Company and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with U.S. generally accepted accounting principles (“GAAP”) consistently applied during the periods involved, except as may be noted therein. Since January 1, 2001, other instrument which the Company has complied in all material respects previously filed with its reporting obligations under or furnished to the SEC pursuant to the Securities Act or the Exchange Act.

Company Reports; Financial Statements. All material filings, including all material written forms, statements, reports, agreements and all material documents, exhibits, amendments and supplements appertaining thereto, including but not limited to all material rates, tariffs, franchises, service agreements and related documents, required to be made by the Company and its subsidiaries since December 31, 1997 under the Public Utility Holding Company Act of 1935, as amended (i) "PUHCA"), the Power Act, the Natural Gas Act and any state law applicable to public utilities, and under regulations applicable to public utilities and public utility holding companies in the United States, have been made in accordance with, and complied, as of their respective dates, in all material respects with, the requirements of the relevant Governmental Entity. The Company has delivered to Parent each registration statement, report, proxy statement or information statement prepared by the Company or any of its subsidiaries since December 31, 2003, or each such document is available on 1998 (the SEC’s website"AUDIT DATE"), including (i) the Company’s 's Annual Report on Form 10-K for the year ended December 31, 20031998, and (ii) the Company’s 's Quarterly Reports on Form 10-Q for the periods ended April 3March 31, 20041999, July 3June 30, 2004 1999 and October 2September 30, 20041999, each in the form (including exhibits, annexes and any amendments thereto) filed with the SEC Securities and Exchange Commission (the "SEC") (collectively, including any such reports filed subsequent to the date of this Agreementhereof and as amended, the “Company Reports”"COMPANY REPORTS"). As of their respective dates (or, if amended, as of the date of such amendment), the Company Reports did not, and any Company Reports filed with the SEC subsequent to the date of this Agreement hereof will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. Each of the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) fairly presentspresents fairly, or will fairly presentpresent fairly, in all material respects, the consolidated financial position of the Company and its Subsidiaries subsidiaries as of its date and each of the consolidated statements of income and of changes in financial position shareholders' equity and in cash flows included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presentspresents fairly, or will fairly presentpresent fairly, the results of operations, retained earnings operations and changes in financial positioncash flows, as the case may be, of the Company and its Subsidiaries subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to the notes and normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with U.S. generally accepted accounting principles in the United States (“"U.S. GAAP”") consistently applied during the periods involvedindicated, except as may be noted therein. Since January 1therein and except, 2001with respect to unaudited statements, as permitted by Form 10-Q of the Company has complied in all material respects with its reporting obligations under the Exchange ActSEC.

Company Reports; Financial Statements. (i) The Company has delivered or made available to Parent each registration statement, report, proxy statement or information statement prepared by the Company it since December 31, 2003, or each such document is available on 1995 (the SEC’s website"AUDIT DATE"), including (i) the Company’s 's Annual Report on Form 10-K for the year ended December 31, 2003, 1995 and (ii) the Company’s 's Quarterly Reports on Form 10-Q for the periods ended April 3March 31, 20041996, July 3and June 30, 2004 and October 2, 20041996, each in the form (including exhibits, annexes and any amendments thereto) filed with the SEC Securities and Exchange Commission (the "SEC") (collectively, including any such reports filed subsequent to the date of this Agreementhereof, the “Company Reports”"COMPANY REPORTS"). As of their respective dates (or, if amended, as of the date of such amendment)dates, the Company Reports did not, and any Company Reports filed with the SEC subsequent to the date of this Agreement hereof will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. Each of the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) fairly presents, or will fairly present, the consolidated financial position of the Company and its Subsidiaries as of its date and each of the consolidated statements of income income, shareholders' equity and of changes in financial position cash flows included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents, or will fairly present, the results of operations, retained earnings and changes in financial position, as the case may be, of the Company and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with U.S. generally accepted accounting principles (“"GAAP”") consistently applied during the periods involved, except as may be noted therein. Since January 1, 2001, the Company has complied in all material respects with its reporting obligations under the Exchange Act.

Company Reports; Financial Statements. (i) The Company has delivered or made available to Parent each registration statement, report, proxy statement or information statement prepared by the Company it since December 31, 2003, or each such document is available on 1999 (the SEC’s website"Company Audit Date"), including (ia) the Company’s 's Annual Report on Form 10-K for the year ended December 31, 2003, and 1999 (iib) the Company’s 's Quarterly Reports Report on Form 10-Q for the periods quarterly period ended April 3March 31, 2004, July 3, 2004 2000 and October 2, 2004(c) the Company's definitive Proxy Statement for its 2000 Annual Meeting of Stockholders, each in the form (including exhibits, annexes and any amendments thereto) filed with the SEC Securities and Exchange Commission (the "SEC") (collectively, including any such reports filed subsequent to the date of this Agreementhereof, the “"Company Reports”"). As of their respective dates (orthe Company Reports complied, if amendedand any Company reports filed with the SEC subsequent to the date hereof will comply, as to form in all material respects with the requirements of the date Securities Act or the Exchange Act, as applicable, and the rules and regulations of such amendment)the SEC. As of their respective dates, the Company Reports did not, and any Company Reports filed with the SEC subsequent to the date of this Agreement hereof will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances in under which they were made, not misleading. Each of the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) fairly presents, or will fairly present, in all material respects, the consolidated financial position of the Company and its Subsidiaries as of its date and each of the consolidated statements of income and of changes in financial position included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents, or will fairly present, in all material respects, the consolidated results of operations, retained earnings and changes in financial position, as the case may be, of the Company and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that will not be material in amount or effectadjustments), in each case in accordance with U.S. generally accepted accounting principles (“"GAAP”") consistently applied during the periods involved, except as may be noted therein. Since January 1, 2001, the Company has complied in all material respects with its reporting obligations under the Exchange Act.

Company Reports; Financial Statements. (i) The Company has delivered to Parent each registration statement, report, proxy statement or information statement prepared by the Company it since December 31, 2003, or each such document is available on 1999 (the SEC’s website, including (i) the Company’s Annual Report on Form 10-K for the year ended December 31, 2003, and (ii) the Company’s Quarterly Reports on Form 10-Q for the periods ended April 3, 2004, July 3, 2004 and October 2, 2004"AUDIT DATE"), each in the form (including exhibits, annexes and any amendments thereto) filed with the SEC Securities and Exchange Commission (the "SEC") (collectively, including any such reports filed subsequent to the date of this Agreementhereof and as amended, the “Company Reports”"COMPANY REPORTS"). As of their respective dates (or, if amended, as of the date of such amendment), the Company Reports did not, and any Company Reports filed with the SEC subsequent to the date of this Agreement hereof will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. Each of the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) fairly presents, or will fairly present, the consolidated financial position of the Company and its Subsidiaries as of its date and each of the consolidated statements of income shareholders' equity, of operations and of changes in financial position cash flows included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents, or will fairly present, the results of operations, retained earnings cash flows and changes in financial positionshareholders' equity, as the case may be, of the Company and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with U.S. generally accepted accounting principles (“"GAAP”") consistently applied during the periods involved, except as may be noted therein. Since January 1, 2001, the Company has complied in all material respects with its reporting obligations under the Exchange Act.

Company Reports; Financial Statements. (i) The Company has delivered filed or furnished, as applicable, on a timely basis, all forms, statements, certifications, reports, schedules, proxies, registrations and other documents required to Parent each registration statement, report, proxy statement be filed or information statement prepared furnished by it with the Company SEC pursuant to the Exchange Act or the Securities Act since December August 31, 20032012 (the “Applicable Date”) (the forms, statements, reports, certifications, schedules, proxies, registrations and other documents filed or furnished to the SEC (whether required or filed or furnished on a voluntary basis), in each such document is available on the SEC’s websitecase, including (i) the Company’s Annual Report on Form 10-K for the year ended December 31, 2003, and (ii) the Company’s Quarterly Reports on Form 10-Q for the periods ended April 3, 2004, July 3, 2004 and October 2, 2004, each in the form (including exhibits, annexes and any amendments thereto) filed with , and all exhibits thereto and documents incorporated therein by reference, the SEC “Company Reports”). Since the Applicable Date, each of the Company Reports, at the time of its filing or being furnished complied (collectivelyor, including any such reports filed subsequent if amended prior to the date of this Agreement, as of the date of such amendment) or, if not yet filed or furnished, will comply in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), and any rules and regulations promulgated thereunder applicable to the Company Reports”). As of their respective dates (or, if amendedamended prior to the date of this Agreement, as of the date of such amendment), the Company Reports filed or furnished to the SEC since the Applicable Date did not, and any Company Reports filed with or furnished to the SEC subsequent to the date of this Agreement will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. Each of the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) fairly presents, or will fairly present, the consolidated financial position of the Company and its Subsidiaries as of its date and each of the consolidated statements of income and of changes in financial position included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents, or will fairly present, the results of operations, retained earnings and changes in financial position, as the case may be, of the Company and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with U.S. generally accepted accounting principles (“GAAP”) consistently applied during the periods involved, except as may be noted therein. Since January 1, 2001, the Company has complied in all material respects with its reporting obligations under the Exchange Act.

Company Reports; Financial Statements. (i) The Company has delivered to Parent each registration statement, report, proxy statement or and information statement prepared by the Company it since December 31, 2003, or each such document is available on 2004 (the SEC’s website“Audit Date”), including (iA) the Company’s Annual Report on Form 10-K for the year ended December 31, 20032004, and (iiB) the Company’s Quarterly Reports on Form 10-Q for the periods ended April 3March 31, 20042005, July 3and June 30, 2004 and October 2, 20042005, each in the form (including exhibits, annexes and any amendments thereto) filed with the SEC Securities and Exchange Commission (the “SEC”) (collectively, including any such reports filed subsequent to the date of this Agreementhereof and as amended, the “Company Reports”). As of their respective dates (or, if amended, as of the date of such amendment), ) the Company Reports did not, and any Company Reports filed with the SEC subsequent to the date of this Agreement hereof will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. Each of the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) fairly presents, or will fairly present, the consolidated financial position of the Company and its Subsidiaries as of its date and each of the consolidated statements of income and of changes in financial position included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents, or will fairly present, the results of operations, retained earnings and changes in financial position, as the case may be, of the Company and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with U.S. generally accepted accounting principles (“GAAP”) consistently applied during the periods involved, except as may be otherwise noted therein. Since January 1, 2001, the Company has complied in all material respects with its reporting obligations under the Exchange Act.

Company Reports; Financial Statements. (ia) The Except as set forth on Schedule 3.07(a) hereto, the Company has delivered to Parent each registration statement, report, proxy statement or information statement prepared made available (including by the Company since December 31, 2003, or each such document is available on filing publicly by XXXXX with the SEC’s website, including ) to the Investor a true and complete copy of (i) the Company’s Annual Report on Form 10-K of each of the Company and, if applicable, US Airways for each of the year fiscal years ended December 31, 20032001, 2000, 1999, 1998 and 1997; (ii) the Company’s Quarterly Reports Report on Form 10-Q of each of the Company and US Airways for each of the periods ended April 3March 31, 20042002 and June 30, July 32002; and (iii) each registration statement, 2004 report on Form 8-K, proxy statement, information statement or other report or statement required to be filed by the Company or US Airways with the SEC since December 31, 1997 and October 2prior to the date hereof, 2004in each case, each in the form (including exhibits, annexes exhibits and any amendments thereto) filed with the SEC (collectively, including any such reports filed subsequent to the date of this Agreement, the “Company "SEC Reports”"). As of their respective dates (or, if amended, as of the date of such amendment)dates, the Company SEC Reports did not, and any Company Reports (i) were timely filed with the SEC subsequent to SEC; (ii) complied, in all material respects, with the date applicable requirements of this Agreement will not, the Exchange Act and the Securities Act; (iii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances in under which they were made, not misleading. Each of the consolidated balance sheets included in or incorporated by reference into the Company Reports ; and (including the related notes and schedulesiv) fairly presents, or will fairly present, the consolidated financial position of the Company and its Subsidiaries as of its date and each of the consolidated statements of income and of changes in financial position included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents, or will fairly present, the results of operations, retained earnings and changes in financial position, as the case may be, of the Company and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that will not be material in amount or effect)presented fairly, in each case in accordance with U.S. generally accepted accounting principles (“GAAP”) consistently GAAP applied during on a consistent basis throughout the periods involved, covered (except as may be noted stated therein or in the notes thereto), the financial position and results of operations of the entity to which such report applies as of the date and for the period set forth therein. Since January 1Other than the SEC Reports, 2001, neither the Company nor US Airways has complied in all material respects filed or been required to file any other reports or statements with its reporting obligations under the Exchange ActSEC since December 31, 1997.

Company Reports; Financial Statements. (i) The Company has delivered to Parent filed with -------------------------------------- the SEC each registration statement, report, proxy statement or information statement prepared required to be filed by it since January 1, 2000 through the Company since December 31, 2003, or each such document is available on the SEC’s websitedate hereof, including (ia) the Company’s 's Annual Report on Form 10-K KSB for the year ended December 31, 20031999, as amended, and (iib) the Company’s 's Quarterly Reports Report on Form 10-Q for the periods calendar quarter ended April 3March 31, 2004, July 3, 2004 and October 2, 2004, each in the form (including exhibits, annexes and any amendments thereto) filed with the SEC 2000 (collectively, including any such reports filed subsequent the "Company Reports"), copies of which have been made available to the date of this Agreement, the “Company Reports”)Purchaser. As of their respective dates (or, if amended, as of the date of such amendment)dates, the Company Reports did not, and any Company Reports filed with the SEC subsequent to the date of this Agreement will not, not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. As of their respective dates, the consolidated financial statements included in the Company Reports complied as to form in all material respects with then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Each of the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) fairly presents, or will fairly present, presents in all material respects the consolidated financial position of the Company and its Subsidiaries subsidiaries as of its date and each of the consolidated statements of income and of changes in financial position cash flows included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents, or will fairly present, presents in all material respects the results of operations, retained earnings operations and changes in financial positioncash flows, as the case may be, of the Company and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to the absence of notes and normal year-end audit adjustments that will not be material in amount or effectadjustments), in each case in accordance with U.S. generally accepted accounting principles (“GAAP”) consistently applied during the periods involved, except as may be noted therein. Since January 1, 2001, the Company has complied in all material respects with its reporting obligations under the Exchange Act.

Company Reports; Financial Statements. (ia) The Company has delivered furnished or filed all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to Parent each registration statement, report, proxy statement be furnished or information statement prepared filed by the Company with the SEC since December 31January 1, 20032017 (such documents, or each such document is available on the SEC’s websitetogether with all exhibits, financial statements, including the Company Financial Statements, and schedules thereto and all information incorporated therein by reference, but excluding the Proxy Statement, being collectively referred to as the “Company Reports”). Each Company Report (i) at the Company’s Annual time furnished or filed, complied in all material respects with the applicable requirements of the Exchange Act, the Securities Act or the Xxxxxxxx-Xxxxx Act of 2002 (including the rules and regulations promulgated thereunder), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company Report on Form 10-K for the year ended December 31, 2003, and (ii) did not at the Company’s Quarterly Reports on Form 10-Q for the periods ended April 3, 2004, July 3, 2004 and October 2, 2004, each in the form time it was filed (including exhibits, annexes and any amendments thereto) filed with the SEC (collectively, including any such reports filed subsequent or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the “Company Reports”). As of their respective dates (or, if amended, as of the date time of such filing or amendment), the Company Reports did not, and any Company Reports filed with the SEC subsequent to the date of this Agreement will not, ) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances in under which they were made, not misleading; provided, however, that no representation is made as to the accuracy of any financial projections or forward-looking statements. Each of the consolidated balance sheets financial statements of the Company included in or incorporated by reference into the Company Reports (including the related notes “Company Financial Statements”) complied at the time it was filed as to form in all material respects with applicable accounting requirements and schedules) fairly presents, or will fairly present, the consolidated financial position published rules and regulations of the Company and its Subsidiaries as of its date and each of the consolidated statements of income and of changes in financial position included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presentsSEC with respect thereto, or will fairly present, the results of operations, retained earnings and changes in financial position, as the case may be, of the Company and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that will not be material in amount or effect), in each case was prepared in accordance with U.S. United States generally accepted accounting principles (“GAAP”) consistently (except, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved, and as of the dates involved (except as may be noted therein. Since January 1, 2001, indicated in the Company has complied notes thereto) and fairly presents in all material respects respects, in accordance with GAAP, the financial position of the Company as of the dates thereof and the results of its reporting obligations under operations and cash flows for the Exchange Actperiods shown (subject, in the case of unaudited quarterly financial statements, to normal year-end audit adjustments and any other adjustments stated therein or in the notes thereto). (i) To the Knowledge of the Company, none of the Company Reports is the subject of ongoing SEC review or an outstanding SEC investigation and (ii) there are no outstanding or unresolved comments received from the SEC with respect to any of the Company Reports, or any resolved comments received from the SEC that have not yet been reflected in the Company Reports.

Company Reports; Financial Statements. (ia) The Since October 18, 2006, the Company has delivered to Parent each registration statementfiled all reports, reportregistrations, proxy statement or information statement prepared by the Company since December 31documents, 2003filings, or each such document is available on the SEC’s websitestatements and submissions, including (i) the Company’s Annual Report on Form 10-K for the year ended December 31, 2003, and (ii) the Company’s Quarterly Reports on Form 10-Q for the periods ended April 3, 2004, July 3, 2004 and October 2, 2004, each in the form (including exhibits, annexes and together with any amendments thereto) filed , that it was required to file with the SEC Commission under applicable law and the rules and regulations of the Commission (collectively, including the "COMPANY REPORTS") on a timely basis or has timely filed a valid extension of such time of filing and has filed any such reports filed subsequent Company Reports prior to the date expiration of this Agreement, the “Company Reports”)any such extension. As of their respective dates (or, if amended, as of the date of such amendment)dates, the Company Reports did notcomplied in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations of the Commission promulgated thereunder, and any none of the Company Reports filed with Reports, at the SEC subsequent to the date of this Agreement will nottime it was filed, contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances in which they were made, therein not misleading. Each The financial statements of the consolidated balance sheets Company included in or incorporated by reference into the Company Reports (including comply in all material respects with applicable accounting requirements and the related rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with GAAP to the extent required by applicable law and the rules and regulations of the Commission, except as may be otherwise specified in such financial statements or the notes thereto, and schedules) fairly presents, or will fairly present, present in all material respects the consolidated financial position of the Company and its Subsidiaries as of its date and each of for the consolidated statements of income dates thereof and of changes in financial position included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents, or will fairly present, the results of operations, retained earnings operations and changes in financial position, as the case may be, of the Company and its Subsidiaries cash flows for the periods set forth therein (then ended, subject, in the case of unaudited statements, to notes and normal normal, immaterial, year-end audit adjustments that will not be adjustments. All material agreements to which the Company is a party or to which the property or assets of the Company are subject are included as part of or specifically identified in amount or effect), in each case in accordance with U.S. generally accepted accounting principles (“GAAP”) consistently applied during the periods involved, except as may be noted thereinCompany Reports to the extent required by applicable law and the rules and regulations of the Commission. Since January 1, 2001, No executive officer of the Company has complied failed in all material respects with its reporting obligations any respect to make the certifications required of him or her under Section 302 or 906 of the Exchange ActXxxxxxxx-Xxxxx Act of 2002.

Company Reports; Financial Statements. (i) The Company has delivered to Parent Purchaser each registration statement, Exchange Act report, proxy statement or information statement prepared by the Company since December 31, 2003, or each such document is available on 1996 (the SEC’s website"Audit Date"), including (i) the Company’s 's Annual Report on Form 10-K for the year ended December 31, 2003, 1996 and (ii) the Company’s 's Quarterly Reports on Form 10-Q for the periods ended April 3March 31, 20041997, July 3June 30, 2004 1997 and October 2September 30, 20041997, each in the form (including exhibits, annexes and any amendments thereto) filed with the SEC (collectively, including any such reports filed subsequent to the date of this Agreementhereof, the “"Company Reports”"). As of their respective dates (or, if amended, as of the date of such amendment)dates, the Company Reports did not, and any Company Reports filed with the SEC subsequent to the date of this Agreement hereof will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. As of their respective dates, the Company Reports complied, and any Company Reports filed with the SEC subsequent to the date hereof will comply, as to form, in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be. Each of the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) fairly presents, or will fairly present, presents the consolidated financial position of the Company and its Subsidiaries as of its date and each of the consolidated statements of income and of changes in financial position included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents, or will fairly present, presents the results of operations, retained earnings and changes in financial position, as the case may be, of the Company and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that will are not expected to be material in amount or effect), in each case in accordance with U.S. generally accepted accounting principles (“GAAP”) GAAP consistently applied during the periods involved, involved (except as may be noted therein. Since January 1, 2001, therein and except for the Company has complied permitted omission of certain footnote disclosures in all material respects with its reporting obligations under the Exchange Actunaudited financial statements).

Company Reports; Financial Statements. (i) The Company has delivered to Parent each registration statement, report, proxy statement or information statement prepared by the Company it since December 31, 2003, or each such document is available on 1998 (the SEC’s website, including (i"Audit Date") the Company’s Annual Report on Form 10-K for the year ended December 31, 2003, and (ii) the Company’s Quarterly Reports on Form 10-Q for the periods ended April 3, 2004, July 3, 2004 and October 2, 2004, each in the form (including exhibits, annexes and any amendments thereto) filed with the SEC OSE (collectively, including any such reports filed subsequent to the date of this Agreementhereof and as amended, the “"Company Reports”"). As of their respective dates the date hereof, (or, if amended, as of the date of such amendment), ) the Company Reports did not, and any Company Reports filed with the SEC OSE subsequent to the date of this Agreement will hereof shall not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading, in each case, as of their respective dates. Each of the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) fairly presents, or will or, in the case of Company Reports filed with the OSE subsequent to the date hereof, shall fairly present, the consolidated financial position of the Company and its Subsidiaries as of its date and each of the consolidated statements of income and of changes in financial position included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents, or will in the case of Company Reports filed with the OSE subsequent to the date hereof, shall fairly present, the results of operations, retained earnings and changes in financial position, as the case may be, of the Company and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with U.S. generally accepted accounting principles (“GAAP”) consistently applied during the periods involved, except as may be noted therein. Since January 1, 2001, the Company has complied in all material respects with its reporting obligations under the Exchange Act.

Company Reports; Financial Statements. (i) The Company has delivered made available to Parent each registration statement, report, proxy statement or information statement prepared by the Company it since December 31, 2003, or each such document is available on 2003 (the “Audit Date”) and filed with the SEC’s website, including (i) the Company’s Annual Report on Form 10-K for the year ended December 31, 2003, 2003 and (ii) the Company’s Quarterly Reports on Form 10-Q for the quarterly periods ended April 3ending March 31, 2004, July 3, 2004 June 30 and October 2September 30, 2004, each in the form (including exhibits, annexes and any amendments thereto) filed with the SEC. The Company has filed or furnished all forms, statements, reports and documents required to be filed or furnished by it with the SEC pursuant to applicable securities statutes, regulations, policies and rules since the Audit Date (collectivelythe forms, including any such statements, reports and documents filed or furnished with the SEC since the Audit Date and those filed or furnished with the SEC subsequent to the date of this Agreement, if any, including any amendments thereto, the “Company Reports”). Each of the Company Reports, at the time of its filing, complied or will comply in all material respects with the applicable requirements of the Exchange Act and the rules and regulations thereunder and complied in all material respects with the then applicable accounting standards. As of their respective dates (or, if amended, as of the date of such amendment), the Company Reports did not, and any Company Reports filed with the SEC subsequent to the date of this Agreement hereof will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. Each The Company Reports included or will include all certificates required to be included therein pursuant to Sections 302 and 906 of the consolidated balance sheets included in or incorporated by reference into Sxxxxxxx-Xxxxx Act of 2002, as amended (the Company Reports (including “SOX Act”), and the related notes internal control report and schedules) fairly presents, or will fairly present, the consolidated financial position attestation of the Company and its Subsidiaries as of its date and each Company’s outside auditors required by Section 404 of the consolidated statements of income and of changes in financial position included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents, or will fairly present, the results of operations, retained earnings and changes in financial position, as the case may be, of the Company and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with U.S. generally accepted accounting principles (“GAAP”) consistently applied during the periods involved, except as may be noted therein. Since January 1, 2001, the Company has complied in all material respects with its reporting obligations under the Exchange SOX Act.

Company Reports; Financial Statements. (i) The Company Seller has delivered made available to Parent the Buyer each registration statement, report, proxy statement or information statement prepared by the Company it since December 31, 2003, or each such document is available on 1997 (the SEC’s website"Audit Date"), including (i) the Company’s 's Annual Report on Form 10-K for the year ended December 31, 20031997, and (ii) the Company’s 's Quarterly Reports on Form 10-Q for the periods ended April March 31, 1998, June 30, 1998 and September 30, 1998 and (iii) the Company's Reports on Form 8-K dated February 18, 1998, June 30, 1998, July 2, 1998, September 28, 1998, October 23, 1998 and December 3, 2004, July 3, 2004 and October 2, 20041998, each in the form (including exhibits, annexes and any amendments thereto) filed with the SEC (collectively, including any such reports filed subsequent to the date of this Agreementhereof and any amended reports, the “"Company Reports”"). As of their respective dates (or, if amended, as of the date of such amendment), insofar as the Company Reports relate to the Purchased Assets, the Company Reports did not, and any Company Reports filed with the SEC subsequent to the date of this Agreement hereof will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. Each With respect to the financial information relating to the Purchased Assets, each of the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the any related notes and schedules) fairly presents, or will fairly present, the consolidated financial position of the Company and its Subsidiaries subsidiaries as of its date and each of the consolidated statements of income and of changes in financial position included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents, or will fairly present, the results of operations, retained earnings and changes in financial position, as the case may be, of the Company and its Subsidiaries subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with U.S. generally accepted accounting principles (“GAAP”) consistently applied during the periods involved, except as may be noted therein. Since January 1, 2001, the Company has complied in all material respects with its reporting obligations under the Exchange Act.

Company Reports; Financial Statements. (ia) The Since January 1, 2006, the Company has delivered timely filed or otherwise furnished (as applicable) all registration statements, prospectuses, forms, reports, definitive proxy statements, schedules, statements and documents required to Parent each registration statementbe filed by it under the Securities Act or the Exchange Act, reportas the case may be, proxy statement or information statement prepared together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) (such documents and any other documents filed by the Company since December 31, 2003, or each such document is available on any of its Subsidiaries with the SEC’s website, including (i) exhibits and other information incorporated therein as they have been supplemented, modified or amended since the Company’s Annual Report on Form 10-K for the year ended December 31time of filing, 2003, and (ii) the Company’s Quarterly Reports on Form 10-Q for the periods ended April 3, 2004, July 3, 2004 and October 2, 2004, each in the form (including exhibits, annexes and any amendments thereto) filed with the SEC (collectively, including any such reports filed subsequent the “Company SEC Documents”). As of their respective filing dates (or, if amended or superseded by a filing prior to the date of this Agreement, the “Company Reports”). As of their respective dates (or, if amended, as of then on the date of such amendmentfiling), the Company Reports SEC Documents (i) did not, and any Company Reports filed with the SEC subsequent to the date of this Agreement will not, not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances in under which they were made, not misleading. Each misleading and (ii) complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of the SEC thereunder. None of the Company’s Subsidiaries is required to make any filings with the SEC. All of the audited consolidated balance sheets financial statements and unaudited consolidated interim financial statements of the Company included in or incorporated by reference into the Company Reports SEC Documents (including together with the related notes and schedulesschedules thereto, collectively, the “Company Financial Statements”) (A) have been prepared from, and are in accordance with, the books and records of the Company and the Company’s Subsidiaries in all material respects, (B) have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments) and (C) fairly presents, or will fairly present, present in all material respects the consolidated financial position and the consolidated results of operations, cash flows and changes in stockholders’ equity of the Company and its Subsidiaries as of its date the dates and each of the consolidated statements of income and of changes in financial position included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents, or will fairly present, the results of operations, retained earnings and changes in financial position, as the case may be, of the Company and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, referred to notes and normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with U.S. generally accepted accounting principles (“GAAP”) consistently applied during the periods involved, except as may be noted therein. Since January 1, 2001, the Company has complied in all material respects with its reporting obligations under the Exchange Act.

Company Reports; Financial Statements. (i) The Company has delivered to Parent each registration statement, report, proxy statement or information statement prepared by Each of the Company and the Filing Subsidiaries has filed or furnished, as applicable, on a timely basis, all forms, statements, certifications, reports and other documents (including exhibits, financial statements and schedules thereto, and other information incorporated therein) required to be filed or furnished by it with the SEC pursuant to the Exchange Act, the Securities Act or any Contract governing any indebtedness of the Company or such Filing Subsidiary requiring such filings to be made, since December 31, 20032012 (the “Applicable Date”) (all such forms, statements, certifications, reports and documents filed or each such document is available on furnished since the SEC’s website, including (i) the Company’s Annual Report on Form 10-K for the year ended December 31, 2003, Applicable Date and (ii) the Company’s Quarterly Reports on Form 10-Q for the periods ended April 3, 2004, July 3, 2004 and October 2, 2004, each in the form (including exhibits, annexes and any amendments thereto) those filed with the SEC (collectively, including any such reports filed or furnished subsequent to the date of this Agreementhereof, including any amendments thereto, the “Company Reports”). Each of the Company Reports, including any financial statements or schedules included therein, at the time of its filing or being furnished complied or, will comply, in all material respects with the requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002, as amended, and the rules and regulations promulgated thereunder (the “Xxxxxxxx-Xxxxx Act”) applicable to the Company Reports. As of their respective dates (or, if amendedamended prior to or after the date hereof, as of the date of such amendment), the Company Reports filed with or furnished to the SEC prior to the date hereof did not, and any Company Reports filed with or furnished to the SEC subsequent to the date of this Agreement hereof will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. Each of the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) fairly presents, or will fairly present, the consolidated financial position of the Company and its Subsidiaries as of its date and each of the consolidated statements of income and of changes in financial position included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents, or will fairly present, the results of operations, retained earnings and changes in financial position, as the case may be, of the Company and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with U.S. generally accepted accounting principles (“GAAP”) consistently applied during the periods involved, except as may be noted therein. Since January 1, 2001, the Company has complied in all material respects with its reporting obligations under the Exchange Act.not

Company Reports; Financial Statements. (ia) The Company has delivered furnished to Parent each or filed with the SEC on a timely basis all reports, schedules, registration statementstatements, reportforms, proxy statement statements and other documents (including exhibits and other information incorporated therein) required to be furnished or information statement prepared filed by the Company with the SEC since December 31October 3, 20032015 (such documents, or each such document is available on the SEC’s websitetogether with all exhibits, financial statements, including the Company Financial Statements, certifications and schedules and amendments thereto and all information incorporated therein by reference, but excluding the Proxy Statement, being collectively referred to as the “Company Reports”). Each Company Report (i) at the Company’s Annual time furnished or filed, complied, or if not yet furnished or filed, will comply, in all material respects with the applicable requirements of the Exchange Act, the Securities Act and the Xxxxxxxx-Xxxxx Act of 2002 (including the rules and regulations promulgated thereunder), as applicable, and the rules and regulations of the SEC promulgated thereunder applicable to such Company Report on Form 10-K for the year ended December 31, 2003, and (ii) did not at the Company’s Quarterly Reports on Form 10-Q for the periods ended April 3, 2004, July 3, 2004 and October 2, 2004, each in the form time it was filed (including exhibits, annexes and any amendments thereto) filed with the SEC (collectively, including any such reports filed subsequent or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the “Company Reports”). As of their respective dates (or, if amended, as of the date time of such filing or amendment), the ) and for Company Reports did not, and any Company Reports furnished to or filed with the SEC subsequent to after the date of this Agreement Agreement, will not, not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each Company Report that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the Securities Act, as of the date such registration statement or amendment became effective prior to the date of this Agreement, did not, and any such registration statement that becomes effective after the date of this Agreement, will not, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances in under which they were made, not misleading. As of the date of this Agreement, there are no material amendments or modifications to the Company Reports that were required to be filed with (or furnished to) the SEC prior to the date of this Agreement, but that have not yet been filed with (or furnished to) the SEC. Each of the consolidated balance sheets financial statements of the Company included in or incorporated by reference into the Company Reports (including the related “Company Financial Statements”) complied at the time it was filed with (or furnished to) the SEC, or if not yet furnished or filed, will comply at the time of filing as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was prepared in accordance with United States generally accepted accounting principles (“GAAP”) (except, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods and as of the dates involved (except as may be indicated in the notes thereto) and schedules) fairly presents, or will fairly presentor, in the consolidated financial position case of the Company and its Subsidiaries as of its date and each of the consolidated statements of income and of changes in financial position Financial Statements, included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presentsfurnished or filed after the date of this Agreement, or will fairly present, present in all material respects the results of operations, retained earnings and changes in consolidated financial position, as the case may be, position of the Company and its the Company’s consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods set forth therein shown (subject, in the case of unaudited quarterly financial statements, to notes the absence of footnote disclosure and to normal fiscal year-end audit adjustments that will not be material in amount or effectadjustments), in each case in accordance with U.S. generally accepted accounting principles (“GAAP”) consistently applied during the periods involved, except as may be noted therein. Since January 1, 2001, the Company has complied in all material respects with its reporting obligations under the Exchange Act.

Company Reports; Financial Statements. (ia) The Company has delivered or made available to Parent the Purchaser true and complete copies of each registration statement, report, proxy statement or information statement prepared by the Company it since December 31, 2003, or each such document is available on the SEC’s website1997, including (ia) the Company’s 's Annual Report on Form 10-K for the year ended December 31, 20031997, (b) the Company's definitive Proxy Statement for its 1998 Annual Meeting of Stockholders, and (iic) the Company’s 's Quarterly Reports Report on Form 10-Q for the quarterly periods ended April 3March 31, 20041998, July 3June 30, 2004 1998 and October 2September 30, 20041998, each in the form (including exhibits, annexes and any amendments thereto) filed with the SEC Commission (collectively, including any such reports filed subsequent to the date of this Agreementhereof, the “"Company Reports”"). As of their respective dates (or, if amendedthe Company Reports complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as applicable, and the rules and regulations of the date Commission. As of such amendment)their respective dates, the Company Reports did not, and any Company Reports filed with the SEC subsequent to the date of this Agreement will not, not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in under which they were made, not misleading. Each of the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) fairly presents, or will fairly present, presents the consolidated financial position of the Company and its Subsidiaries as of its date and each of the consolidated statements of income and of changes in financial position cash flow included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents, or will fairly present, presents the consolidated results of operations, retained earnings operations and changes in financial positioncash flows, as the case may be, of the Company and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with U.S. generally accepted accounting principles (“GAAP”) consistently applied during the periods involved, except as may be noted therein. Since January 1, 2001, the Company has complied in all material respects with its reporting obligations under the Exchange Act.

Company Reports; Financial Statements. (i) The After March 31, 2024, the Company has delivered filed all reports, schedules, forms, statements and other documents required to Parent each registration statement, report, proxy statement or information statement prepared be filed by the Company since December 31pursuant, 2003as applicable, to (a) rules applicable to OTCQB traded securities or each such document is available on (b) under the SEC’s websiteSecurities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof (i) the Company’s Annual Report on Form 10-K for the year ended December 31, 2003, and (ii) the Company’s Quarterly Reports on Form 10-Q for the periods ended April 3, 2004, July 3, 2004 and October 2, 2004, each in the form (including exhibits, annexes and any amendments thereto) foregoing materials filed with the SEC (collectively, including any such reports filed subsequent prior to the date of this Agreementhereof, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “Company Reports”)) on a timely basis or has qualified for a valid extension of such time of filing and has filed any such Company Reports prior to the expiration of any such extension. As of their respective dates (or, if amended, as of the date of such amendment)dates, the Company Reports did notcomplied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and any none of the Company Reports filed with the SEC subsequent to the date of this Agreement will notReports, contain when filed, contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances in under which they were made, not misleading. Each The Company is not currently, and has not been within the past three (3) years, an issuer subject to paragraph (i) of Rule 144. The financial statements of the consolidated balance sheets Company included in or incorporated by reference into the Company Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with Generally Accepted Accounting Principles as issued by the Financial Accounting Standards Board applied on a consistent basis during the periods involved (including “GAAP”), except as may be otherwise specified in such financial statements or the related notes thereto and schedules) except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly presents, or will fairly present, present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of its date and each of for the consolidated statements of income dates thereof and of changes in financial position included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents, or will fairly present, the results of operations, retained earnings operations and changes in financial position, as the case may be, of the Company and its Subsidiaries cash flows for the periods set forth therein (then ended, subject, in the case of unaudited statements, to notes and normal normal, immaterial, year-end audit adjustments that will not be material in amount or effect), in each case in accordance with U.S. generally accepted accounting principles (“GAAP”) consistently applied during the periods involved, except as may be noted therein. Since January 1, 2001, the Company has complied in all material respects with its reporting obligations under the Exchange Actadjustments.

Company Reports; Financial Statements. (i) The Company has delivered to Parent each registration statement, report, proxy statement or and information LA_LAN01:179306.23 statement prepared by the Company it since December 31, 2003, or each such document is available on 2004 (the SEC’s website“Audit Date”), including (iA) the Company’s Annual Report on Form 10-K for the year ended December 31, 20032004, and (iiB) the Company’s Quarterly Reports on Form 10-Q for the periods ended April 3March 31, 20042005, July 3and June 30, 2004 and October 2, 20042005, each in the form (including exhibits, annexes and any amendments thereto) filed with the SEC Securities and Exchange Commission (the “SEC”) (collectively, including any such reports filed subsequent to the date of this Agreementhereof and as amended, the “Company Reports”). As of their respective dates (or, if amended, as of the date of such amendment), ) the Company Reports did not, and any Company Reports filed with the SEC subsequent to the date of this Agreement hereof will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. Each of the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) fairly presents, or will fairly present, the consolidated financial position of the Company and its Subsidiaries as of its date and each of the consolidated statements of income and of changes in financial position included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents, or will fairly present, the results of operations, retained earnings and changes in financial position, as the case may be, of the Company and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with U.S. generally accepted accounting principles (“GAAP”) consistently applied during the periods involved, except as may be otherwise noted therein. Since January 1, 2001, the Company has complied in all material respects with its reporting obligations under the Exchange Act.

Company Reports; Financial Statements. (ia) The Company has delivered made available to Parent each registration statement, report, proxy statement or information statement prepared by the Company it since December 31January 1, 2003, or each such document is available on the SEC’s website, 2004 including (i) the Company’s Annual Report on Form 10-K for the year ended December 31July 2, 20032005 (the “Audit Date”), and (ii) the Company’s Quarterly Reports Report on Form 10-Q for the periods period ended April 3December 31, 2004, July 3, 2004 and October 2, 20042005, each in the form (including exhibits, annexes and any amendments thereto) filed with the Securities and Exchange Commission (the “SEC”). The Company has filed and furnished all forms, statements, reports and documents required to be filed or furnished by it with the SEC pursuant to applicable securities statutes, regulations, policies and rules since January 1, 2004 (collectivelythe forms, including any such statements, reports and documents filed since January 1, 2004, and those filed subsequent to the date of this Agreement, and as amended prior to the date hereof, the “Company Reports”). The Company Reports were prepared in all material respects in accordance with the applicable requirements of the Securities Act of 1933, as amended, including the rules and regulations promulgated thereunder (the “Securities Act”), the Exchange Act and complied in all material respects with the then applicable accounting standards. As of their respective dates (orand, if amendedamended prior to the date hereof, as of the date of such amendment), the Company Reports did not, and any Company Reports filed with the SEC subsequent to the date of this Agreement will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. Each of There are no outstanding comment letters or requests for information from the consolidated balance sheets included in or incorporated SEC with respect to any Company Report that have been received by reference into the Company Reports (including the related notes and schedules) fairly presents, or will fairly present, the consolidated financial position of the Company and its Subsidiaries as of its date and each of the consolidated statements of income and of changes in financial position included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents, or will fairly present, the results of operations, retained earnings and changes in financial position, as the case may be, of the Company and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with U.S. generally accepted accounting principles (“GAAP”) consistently applied during the periods involved, except as may be noted therein. Since January 1, 2001, the Company has complied in all material respects with its reporting obligations under the Exchange ActCompany.

Company Reports; Financial Statements. (ia) The Company has delivered furnished or filed all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to Parent each registration statement, report, proxy statement be furnished or information statement prepared filed by the Company with the SEC since December 31June 30, 20032016 (such documents, or each such document is available on the SEC’s websitetogether with all exhibits, financial statements, including the Company Financial Statements, and schedules and amendments thereto and all information incorporated therein by reference, but excluding the Schedule 14D-9, being collectively referred to as the “Company Reports”). Each Company Report (i) at the Company’s Annual time furnished or filed, complied in all material respects with the applicable requirements of the Exchange Act, the Securities Act and the Sxxxxxxx-Xxxxx Act of 2002 (including the rules and regulations promulgated thereunder), as applicable, and the rules and regulations of the SEC promulgated thereunder applicable to such Company Report on Form 10-K for the year ended December 31, 2003, and (ii) did not at the Company’s Quarterly Reports on Form 10-Q for the periods ended April 3, 2004, July 3, 2004 and October 2, 2004, each in the form time it was filed (including exhibits, annexes and any amendments thereto) filed with the SEC (collectively, including any such reports filed subsequent or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the “Company Reports”). As of their respective dates (or, if amended, as of the date time of such filing or amendment), the Company Reports did not, and any Company Reports filed with the SEC subsequent to the date of this Agreement will not, ) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances in under which they were made, not misleading. Each of the consolidated balance sheets financial statements of the Company included in or incorporated by reference into the Company Reports (including the related notes “Company Financial Statements”) complied at the time it was filed as to form in all material respects with applicable accounting requirements and schedules) fairly presents, or will fairly present, the consolidated financial position published rules and regulations of the Company and its Subsidiaries as of its date and each of the consolidated statements of income and of changes in financial position included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presentsSEC with respect thereto, or will fairly present, the results of operations, retained earnings and changes in financial position, as the case may be, of the Company and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that will not be material in amount or effect), in each case was prepared in accordance with U.S. United States generally accepted accounting principles (“GAAP”) consistently (except, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved, and as of the dates involved (except as may be noted therein. Since January 1, 2001, indicated in the Company has complied notes thereto) and fairly presented in all material respects with its reporting obligations under the Exchange Actconsolidated financial position of the Company and the Company’s consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (subject, in the case of unaudited quarterly financial statements, to the absence of footnote disclosure and to normal fiscal year-end adjustments). There are no unconsolidated Subsidiaries of the Company or any off-balance sheet arrangements of the type required to be disclosed pursuant to Item 303(a)(4) of Regulation S-K promulgated by the SEC. True, correct and complete copies of all Company Reports are publicly available in the Electronic Data Gathering, Analysis and Retrieval database of the SEC. To the Knowledge of the Company, none of the Company Reports are the subject of ongoing SEC review or outstanding SEC comment or other governmental inquiries or investigations regarding the accounting practices of the Company.

Company Reports; Financial Statements. The Company and, to the extent applicable, each of its then or current Subsidiaries has made all filings required to be made by it with the SEC since October 4, 1994 (i) collectively, including any such reports filed subsequent to the date hereof, the "Company Reports"). The Company has delivered or made available to Parent each registration statement, report, proxy statement or information statement prepared filed with the Securities and Exchange Commission (the "SEC") by the Company it since December 31, 20031998 (the "Audit Date"), or each such document is available on the SEC’s websiteincluding, including without limitation, (i) the Company’s 's Annual Report on Form 10-K for the year ended December 31, 20031998, and (ii) the Company’s 's Quarterly Reports Report for the quarter ended March 31, 1999, as amended, (iii) the Company's Proxy Statement filed on April 20, 1999, (iv) the Company's Registration Statement on Form 10S-3 filed on April 23, 1999, and (v) the Company's Current Report on Form 8-Q for the periods ended April 3K filed on March 29, 20041999, July 3, 2004 and October 2, 2004, each all in the form (including exhibits, annexes and any amendments thereto) filed with the SEC (collectivelySEC. Except as set forth in Schedule 5.1(e), including any such reports filed subsequent to the date of this Agreement, the “Company Reports”). As as of their respective dates (or, if amended, as of the date of such amendment)dates, the Company Reports did not, and any Company Reports filed with the SEC subsequent to the date of this Agreement hereof will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. Each of the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) fairly presentspresents fairly, or will fairly presentpresent fairly, in all material respects, the consolidated financial position of the Company and its Subsidiaries as of its date and each of the consolidated statements of income and of changes in financial position included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presentspresents fairly, or will fairly presentpresent fairly, in all material respects, the results of operations, retained earnings and changes in financial position, as the case may be, of the Company and its Subsidiaries for the periods set forth therein (except as otherwise noted therein and subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with U.S. generally accepted accounting principles (“"GAAP”") consistently applied during the periods involved, except, in the case of unaudited financial statements, as permitted by SEC Form 10-Q, and except as may be noted therein. Since January 1, 2001Other than the Company Reports specifically recited in clauses (i) through (v) of the first sentence of this Section 5.1(e), the Company has complied in all material respects not, on or prior to the date hereof, filed any other definitive reports or statements with its reporting obligations under the Exchange ActSEC since the Audit Date.

Company Reports; Financial Statements. (i) The Company has delivered or made available to Parent the Investor (i) each registration statement, report, proxy statement or information statement prepared by filed with the Company SEC since December 31, 2003, or each such document is available on 1997 (the SEC’s website"Audit Date"), including (i) the Company’s 's Annual Report on Form 10-K for the year ended December 31, 20031997, and (ii) the Company’s 's Quarterly Reports on Form 10-Q for the periods quarters ended March 31, 1998 and June 30, 1998 and the Company's proxy statement with respect to its 1998 annual meeting, the Company's reports on Form 8-K filed June 11, 1998, April 317, 20041998 and February 18, July 31998, 2004 and October 2, 2004, in each case in the form (including exhibits, annexes and any amendments thereto) filed with the SEC (collectively, including any such reports filed subsequent to the date of this Agreement, the “"Company Reports”"). As of their respective dates (or, if amended, as of the date of such amendment)dates, the Company Reports did not, and any Company Reports filed complied in all material respects with the SEC subsequent to requirements of the date of this Agreement will not, Securities Act and the Securities Exchange Act and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. Each of the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) fairly presents, or will fairly present, presents in all material respects the consolidated financial position of the Company and its Subsidiaries or Internex, as the case may be, as of its date and each of the consolidated statements of income operations, stockholders equity and of changes in financial position cash flows included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents, or will fairly present, presents in all material respects the results of operations, retained earnings net losses and changes in financial positioncash flows, as the case may be, of the Company and its Subsidiaries or Internex, as the case may be, for the periods set forth therein (subject, in the case of unaudited statements, to the absence of notes and normal year-end audit adjustments that will not be material in amount or effectadjustments), in each case in accordance with U.S. generally accepted accounting principles (“"GAAP”") consistently applied during the periods involved, except as may be noted therein. Since January 1, 2001, therein (the date of the most recently filed balance sheet of the Company has complied in all material respects with its reporting obligations under is hereinafter referred to as the Exchange Act"Balance Sheet Date").

Company Reports; Financial Statements. (i) The Company has delivered to Parent each registration statement, report, proxy statement or information statement prepared by the Company since December 31, 2003, or each such document is available on the SEC’s website, including true and complete copies of: (i) the Company’s Annual Report annual reports on Form 10-K for the year ended December fiscal years ending January 31, 20031998, January 30, 1999, January 29, 2000, as filed with the Securities and Exchange Commission ("SEC") by the Company; (ii) all other reports required to be filed by the Company’s Quarterly Reports on Company pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 since January 31, 1998, including Form 10-Q for the periods first quarter ended April 329, 20042000; (iii) all proxy statements furnished to shareholders of the Company since January 31, July 3, 2004 1998; and October 2, 2004, each in the form (including exhibits, annexes iv) all registration statements and any amendments thereto) other documents as filed with the SEC by the Company under the Securities Act of 1933 since January 31, 1998 (collectively, including any such reports filed subsequent to the date of this Agreement, the “"Company Reports”"). As of their respective dates (ordates, if amended, except as of the date of such amendmentotherwise disclosed in Schedule 5.1(e), the Company Reports did not, and any Company Reports filed with the SEC subsequent to the date of this Agreement will not, not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading; provided that this and any other representation or warranty herein relating to the Company Reports shall be interpreted as if Rule 412 under the Securities Act of 1933 were directly applicable to the same. Each of the consolidated balance sheets of the Company included in or incorporated by reference into the Company Reports (including the related notes and schedules) fairly presents, or will fairly present, presents the consolidated financial position of the Company and its Subsidiaries subsidiaries as of its date and each of the consolidated statements of income income, stockholders' equity and cash flow of changes in financial position the Company included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents, or will fairly present, presents the consolidated results of operations, retained earnings and changes in financial position, as the case may be, of the Company and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that which will not be material in amount or effectto the Company and its subsidiaries), in each case in accordance with U.S. generally accepted accounting principles (“"GAAP”") consistently applied during the periods involved, except as may be noted therein. Since January 1, 2001therein or may be permitted by Form 10-Q. Other than the Company Reports, the Company has complied in all material respects not filed any other definitive reports or statements with its reporting obligations under the Exchange ActSEC since January 29, 2000.

Company Reports; Financial Statements. (i) The ------------------------------------- Company has delivered made available to Parent Purchaser each registration statement, schedule, report, proxy statement or information statement prepared by the Company it since December 31, 20031994 ("Audit Date"), or each such document is available on the SEC’s websiteincluding, including without limitation, (i) the Company’s 's Annual Report on Form 10-K for the year ended December 31, 2003, 1994 and (ii) the Company’s 's Quarterly Reports on Form 10-Q for the periods ended April 3March 31, 20041995 and June 30, July 3, 2004 and October 2, 20041995, each in the form (including exhibits, annexes exhibits and any amendments thereto) filed with the SEC (collectively, including any such reports filed subsequent to the date of this Agreement, the “"Company Reports”"). As To the best knowledge of the Company, as of their respective dates (or, if amended, as of the date of such amendment)dates, the Company Reports did not, and any Company Reports filed with the SEC subsequent to the date of this Agreement hereof will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. Each To the best knowledge of the Company, each of the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) fairly presents, or will fairly present, presents the consolidated financial position of the Company and its Subsidiaries subsidiaries as of its date and each of the consolidated statements of income and of changes in financial position included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents, or will fairly present, presents the results of operations, retained earnings and changes in financial position, as the case may be, of the Company and its Subsidiaries subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that which will not be material in amount or effect), in each case in accordance with U.S. generally accepted accounting principles (“GAAP”) consistently applied during the periods involved, except as may be noted therein. Since January 1, 2001Other than the Company Reports, the Company has complied in all material respects not filed any other definitive reports or statements with its reporting obligations under the Exchange ActSEC since the Audit Date.

Company Reports; Financial Statements. (i) The Company has delivered made available to the Parent each registration statement, report, form, proxy statement or information statement prepared or other document filed or furnished by the Company or any of its Subsidiaries with or to the SEC since December July 31, 2003, or each such document is available on 2005 (the SEC’s website“Company Audit Date”), including (i) the Company’s Annual Report on Form 10-K for the year ended December July 31, 2003, 2005 and (ii) the Company’s Quarterly Reports on Form 10-Q for the periods period ended April 3October 31, 2004, July 3, 2004 and October 2, 20042005, each in the form (including exhibits, annexes and any amendments thereto) filed with the SEC (collectivelycollectively with each other, including any such reports registration statements, reports, forms, proxy or information statements or other documents so filed or furnished subsequent to the date of this AgreementAgreement and any amendments to any of the foregoing, the “Company Reports”). The Company and its Subsidiaries have filed or furnished, as applicable, with or to the SEC all registration statements, reports, forms, proxy or information statements and other documents required to be so filed or furnished by them pursuant to applicable securities statutes, regulations, policies and rules since the Company Audit Date. Each of the Company Reports, at the time first filed with or furnished to the SEC, complied or will comply (as applicable) in all material respects with the applicable requirements of the Securities Act and Exchange Act and the rules and regulations thereunder and complied in all material respects with the then applicable accounting standards. As of their respective dates (or, if amended, as of the date of such amendment)dates, the Company Reports did not, and any Company Reports filed with the SEC subsequent to the date of this Agreement will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. Each The Company Reports included or will include all certificates required to be included therein pursuant to Sections 302 and 906 of the consolidated balance sheets included in or incorporated by reference into Sxxxxxxx-Xxxxx Act of 2002, as amended (the Company Reports (including “SOX Act”), and, to the related notes and schedules) fairly presents, or will fairly presentextent applicable, the consolidated financial position internal control report and attestation of the Company and its Subsidiaries as of its date and each Company’s outside auditors required by Section 404 of the consolidated statements of income and of changes in financial position included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents, or will fairly present, the results of operations, retained earnings and changes in financial position, as the case may be, of the Company and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with U.S. generally accepted accounting principles (“GAAP”) consistently applied during the periods involved, except as may be noted therein. Since January 1, 2001, the Company has complied in all material respects with its reporting obligations under the Exchange SOX Act.

Company Reports; Financial Statements. (i) The Company has delivered made available to Parent each registration statement, report, proxy statement or information statement prepared filed with the SEC by it since June 30, 1996 (the Company since December 31, 2003, or each such document is available on the SEC’s website"Audit Date"), including (i) the Company’s 's Annual Report on Form 10-K for the year ended December 31June 30, 2003, and 1996 (ii) the Company’s Quarterly Reports on Form "Company 10-Q for the periods ended April 3, 2004, July 3, 2004 and October 2, 2004, each K") in the form (including exhibits, annexes and any amendments thereto) filed with the SEC (collectively, including any such reports filed subsequent to the date of this Agreementhereof, the “"Company Reports”"). As of their respective dates (ordates, if amendedthe Company Reports complied, and any Company Reports filed with the SEC after the date hereof will comply, as to form in all material respects with the applicable requirements of the date Exchange Act and the Securities Act of such amendment1933, as amended (the "Securities Act"), and the Company Reports did not, and any Company Reports filed with the SEC subsequent to after the date of this Agreement hereof will not, at the time of their filing, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. Each of the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) fairly presents, or will fairly present, the consolidated financial position of the Company and its Subsidiaries as of its date and each of the consolidated statements of income and of changes in financial position included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents, or will fairly present, the results of operations, retained earnings and changes in financial position, as the case may be, of the Company and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with U.S. United States generally accepted accounting principles (“"GAAP”") consistently applied during the periods involved, except as may be noted therein. Since January 1, 2001, The Company has heretofore made available or promptly will make available to Parent a complete and correct copy of all amendments or modifications which are required to be filed with the SEC but have not yet been filed with the SEC to the Company has complied in all material respects Reports, agreements, documents or other instruments which previously had been filed by the Company with its reporting obligations under the SEC pursuant to the Exchange Act.. For purposes of this Agreement, "Balance Sheet" means the consolidated balance sheet of the Company as of June 30, 1996 set forth in the Company 10-K. Except as set forth in Company Reports filed with the SEC prior to the date hereof or as incurred in the ordinary course of business since the date of the most recent financial statements included in the Company Reports, neither the Company nor any of its subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which would 9 15 be required under GAAP to be set forth on a consolidated balance sheet of the Company and its subsidiaries taken as a whole and which individually or in the aggregate would have a Company Material Adverse Effect. (f)

Company Reports; Financial Statements. (i) The Company has delivered to Parent each registration statement, report, proxy statement or consent or information statement prepared by the Company it since December March 31, 2003, or each such document is available on 2000 (the SEC’s website"Audit Date"), including (iA) the Company’s 's Annual Report on Form 10-K for the year ended December March 31, 20032000, and (iiB) the Company’s 's Quarterly Reports on Form 10-Q for the periods ended April 3December 31, 2004, July 3, 2004 and October 2, 20042000, each in the form (including exhibits, annexes and any amendments thereto) filed with the SEC Securities and Exchange Commission (the "SEC") (collectively, including any such reports filed subsequent to the date of this Agreementhereof and as amended, the “"Company Reports”"). As of their respective dates dates, (or, if amended, as of the date of such amendment), ) the Company Reports did not, and any Company Reports filed with the SEC subsequent to the date of this Agreement hereof will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements made therein, in light of the circumstances in which they were made, not misleading. Each of the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) fairly presents, or (in the case of Company Reports filed after the date of this Agreement) will fairly present, the consolidated financial position of the Company and its Subsidiaries as of its date and each of the consolidated statements of income earnings, retained earnings and comprehensive earnings and consolidated statements of cash flows and of changes in financial position included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents, or (in the case of Company Reports filed after the date of this Agreement) will fairly present, the results of operations, retained earnings and changes in financial position, as the case may be, of the Company and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with U.S. generally accepted accounting principles (“"GAAP”") consistently con sistently applied during the periods involved, except as may be noted therein. Since January 1, 2001, the Company has complied in all material respects with its reporting obligations under the Exchange Act.

Company Reports; Financial Statements. (i) The Company has delivered to Parent each registration statement, report, proxy statement or information statement prepared by During the Company since December 31, 2003, or each such document is available on the SEC’s website, including (i) the Company’s Annual Report on Form 10-K for the year ended December 31, 2003, and (ii) the Company’s Quarterly Reports on Form 10-Q for the periods ended April 3, 2004, July 3, 2004 and October 2, 2004, each in the form (including exhibits, annexes and any amendments thereto) filed with the SEC (collectively, including any such reports filed subsequent two years prior to the date of this Agreementhereof, Orckit filed all reports, schedules or other documents required to be filed by Orckit with the Securities and Exchange Commission (the “Company ReportsSEC”)) pursuant to the reporting requirements of the Exchange Act and with the Israeli Securities Authority (the “ISA”) pursuant to the reporting requirements of Applicable Securities Laws, except for failure to make such filings which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. As of their respective dates (or, if amended, as of the date of such amendment)filing dates, the Company Reports did notcomplied in all material respects with the requirements of the Exchange Act and the Applicable Securities Laws and the rules and regulations of the SEC and the ISA promulgated thereunder applicable to the Company Reports, and any none of the Company Reports Reports, at the time they were filed with the SEC subsequent to or the date of this Agreement will notISA, contain as applicable, contained or, if amended or supplemented, as so amended or supplemented, any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances in under which they were made, not misleading. Each As of their respective filing dates, the consolidated balance sheets financial statements of Orckit included in or incorporated by reference into the Company Reports complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles in the United States, consistently applied during the periods involved (including “GAAP”) (except (a) as may be otherwise indicated in such financial statements or the related notes and schedules) fairly presentsthereto, or will (b) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present, present in all material respects the consolidated financial position of the Company and its Subsidiaries Orckit as of its date the dates thereof and each of the consolidated statements of income and of changes in financial position included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents, or will fairly present, the results of operations, retained earnings its operations and changes in financial position, as the case may be, of the Company and its Subsidiaries cash flows for the periods set forth therein then ended (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that will not be material in amount or effectadjustments), in each case in accordance with U.S. generally accepted accounting principles (“GAAP”) consistently applied during the periods involved, except as may be noted therein. Since January 1, 2001, the Company has complied in all material respects with its reporting obligations under the Exchange Act).

Company Reports; Financial Statements. (ia) The Company has delivered to Parent each filed or furnished (as applicable) on a timely basis all forms, statements, schedules, registration statementstatements, reportprospectuses, proxy statement or information statement prepared by the Company since December 31certifications, 2003, or each such document is available on the SEC’s website, including (i) the Company’s Annual Report on Form 10-K for the year ended December 31, 2003reports, and (ii) the Company’s Quarterly Reports on Form 10-Q for the periods ended April 3, 2004, July 3, 2004 and October 2, 2004, each in the form (including exhibits, annexes and any amendments thereto) documents required to be filed or furnished by it with the SEC pursuant to the Securities Act or the Exchange Act (collectivelytogether with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 (the “SOX Act”) since the Applicable Date (the forms, exhibits, statements, reports, documents and financial statements (including any such reports the Company Financial Statements), and all information incorporated therein by reference to other documents filed with SEC) filed since the Applicable Date and those filed subsequent to the date of this Agreement, including any amendments thereto, the “Company Reports”). The Company has timely paid all fees due to the SEC in connection with any Company Report. No Subsidiary is separately subject to the periodic reporting requirements of Section 13(a) or Section 15(d) of the Exchange Act. Each Company Report, at the time of its filing complied (or, if amended or superseded by a filing prior to the date of this Agreement, complied on the date of such amended or superseded filing) or if not yet filed will comply, in all material respects, with the applicable requirements of the Securities Act, the Exchange Act and the SOX Act, and any rules and regulations promulgated thereunder applicable to the Company Reports. As of their respective dates of filing (or, in the case of any Company Report that is a registration statement, as of its effective date; or, if amendedamended or superseded prior to the date of this Agreement, as of the date of such amendmentamended or superseded filing), the Company Reports did not, and any Company Reports filed with the SEC subsequent to the date of this Agreement will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. Each As of the consolidated balance sheets included in date of this Agreement, there are no (i) outstanding or incorporated by reference into unresolved comments from the SEC with respect to any Company Reports (including Reports, and to the related notes and schedules) fairly presentsKnowledge of the Company, no Company Report is the subject of ongoing SEC review, or will fairly present(ii) internal investigations, SEC inquiries or investigations or other governmental inquiries or investigations pending or, to the consolidated financial position Knowledge of the Company and its Subsidiaries as of its date and each of the consolidated statements of income and of changes in financial position included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presentsCompany, or will fairly present, the results of operations, retained earnings and changes in financial position, as the case may be, of the Company and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with U.S. generally accepted accounting principles (“GAAP”) consistently applied during the periods involved, except as may be noted therein. Since January 1, 2001, the Company has complied in all material respects with its reporting obligations under the Exchange Actthreatened.

Company Reports; Financial Statements. (i) The filings required to be made by Company since January 1, 2006 under the Securities Act and the Exchange Act have been filed with the U.S. Securities and Exchange Commission (the “SEC”), including all forms, statements, reports, agreements (oral or written) and all documents, exhibits, amendments and supplements appertaining thereto, and complied, as of their respective dates or as of the date of final amendment, as applicable, and in the case of such filings made after the date hereof will comply, in all material respects with all applicable requirements of the appropriate statutes and the rules and regulations thereunder. Company has delivered made available (except to the extent available through XXXXX) to Parent each registration statement, report, proxy statement or and information statement prepared filed by it with the SEC pursuant to the Securities Act or the Exchange Act (all such filings, including all amendments and supplements thereto, the “Company Reports”) since December 31January 1, 2003, or each such document is available on the SEC’s website2006, including (i) the Company’s Annual Report Reports on Form 10-K for the year ended December 31K, 2003, and (ii) the Company’s Quarterly Reports on Form 10-Q for the periods ended April 3Q, 2004and (iii) Company’s Current Reports on Form 8-K furnished pursuant to Item 12, July 3, 2004 Results of Operations and October 2, 2004Financial Condition (or pursuant to Item 9 in accordance with SEC Release No. 33-8216), each in the form (including exhibits, annexes and any amendments thereto) filed with required by the SEC under the Securities Act or the Exchange Act, as the case may be. None of the Company Reports (collectively, including any such reports in the case of Company Reports filed subsequent pursuant to the date of this Agreement, the “Company Reports”Securities Act). As of their respective dates (or, if amended, as of their effective dates, contained, nor in the date case of such amendment), the Company Reports did not, and any Company Reports filed with the SEC subsequent to after the date of this Agreement hereof will notcontain, contain any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements made therein not misleading. None of the Company Reports (in the case of Company Reports filed pursuant to the Exchange Act) as of the respective dates filed with the SEC or first mailed to stockholders, as applicable, contained, nor in the case of such Company Reports filed after the date hereof will contain, any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances in under which they were made, not misleading. The consolidated financial statements of Company and its Subsidiaries included in or incorporated by reference into the Company Reports comply, and in the case of consolidated financial statements included in or incorporated by reference into the Company Reports filed after the date hereof will comply, in all material respects with the applicable rules and regulations of the SEC with respect thereto. Each of the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) fairly presents, or will fairly present, and in the case of consolidated balance sheets included in or incorporated by reference into Company Reports filed after the date hereof will present fairly in all material respects, the financial position of the Company and its Subsidiaries as of its date date, and each of the consolidated statements of income and consolidated statements of changes in financial position cash flows included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents, and in the case of consolidated statements of income and consolidated statements of cash flows included in or incorporated by reference into Company Reports filed after the date hereof will fairly present, fairly the results of operations, retained earnings and changes in financial position, as the case may be, of the Company and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to the absence of notes and normal year-end audit adjustments that will not be material in amount or effectadjustments), in each case in accordance with U.S. generally accepted accounting principles (“GAAP”) GAAP consistently applied during the periods involved, except as may be noted therein. Since January 1, 2001, the Company has complied in all material respects with its reporting obligations under the Exchange Act.

Company Reports; Financial Statements. (i) The Company has delivered made available to Parent Purchaser each registration statement, schedule, report, proxy statement or information statement prepared by the Company it since December 31, 20031995 ("Audit Date"), or each such document is available on the SEC’s websiteincluding, including without limitation, (i) the Company’s 's Annual Report on Form 10-K for the year ended December 31, 2003, 1995 and (ii) the Company’s 's Quarterly Reports on Form 10-Q for the periods ended April 3March 31, 20041996 and June 30, July 3, 2004 and October 2, 20041996, each in the form (including exhibits, annexes exhibits and any amendments thereto) filed with the SEC (collectively, including any such reports filed subsequent to the date of this Agreement, the “"Company Reports”"). As To the best knowledge of the Company, as of their respective dates (or, if amended, as of the date of such amendment)dates, the Company Reports did not, and any Company Reports filed with the SEC subsequent to the date of this Agreement hereof will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. Each To the best knowledge of the Company, each of the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) fairly presents, or will fairly present, presents the consolidated financial position of the Company and its Subsidiaries subsidiaries as of its date and each of the consolidated 103 statements of income and of changes in financial position included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents, or will fairly present, presents the results of operations, retained earnings and changes in financial position, as the case may be, of the Company and its Subsidiaries subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that which will not be material in amount or effect), in each case in accordance with U.S. generally accepted accounting principles (“GAAP”) consistently applied during the periods involved, except as may be noted therein. Since January 1, 2001Other than the Company Reports and the Company's proxy statement filed in connection with its 1996 annual meeting of stockholders, the Company has complied in all material respects not filed any other definitive reports or statements with its reporting obligations under the Exchange ActSEC since the Audit Date.

Company Reports; Financial Statements. (i) The Company has delivered made available to Parent each registration statement, report, proxy statement or information statement prepared by the Company it since December 31, 2003, or each such document is available on the SEC’s website, 1996 including (iA) the Company’s 's Annual Report on Form 10-K for the year ended December 31, 20031997 (the "Audit Date"), and (iiB) the Company’s 's Quarterly Reports on Form 10-Q for the periods ended April 3March 31, 20041998, July 3June 30, 2004 1998 and October 2September 30, 20041998, each in the form (including exhibits, annexes and any amendments thereto) filed with the SEC Securities and Exchange Commission (the "SEC") (collectively, including any such reports filed subsequent to the date of this Agreementhereof, the “"Company Reports”"). As of their respective dates (or, if amended, as of the date of such amendment)dates, the Company Reports did not, and any Company Reports filed with the SEC subsequent to the date of this Agreement hereof will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. Each of the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) fairly presents, or will fairly present, the consolidated financial position of the Company and its Subsidiaries as of its date and each of the consolidated statements of income and of changes in financial position included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents, or will fairly present, the results of operations, retained earnings and changes in financial position, as the case may be, of the Company and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to the failure to include all required notes thereto and normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with U.S. generally accepted accounting principles (“"GAAP”") consistently applied during the periods involved, except as may be noted therein. Since January 1, 2001, the Company has complied in all material respects with its reporting obligations under the Exchange Act.

Company Reports; Financial Statements. (ia) The Since January 1, 2006, the Company has delivered timely filed or otherwise furnished (as applicable) all registration statements, prospectuses, forms, reports, definitive proxy statements, schedules, statements and documents required to Parent each registration statementbe filed by it under the Securities Act or the Exchange Act, reportas the case may be, proxy statement or information statement prepared together with all certifications required pursuant to the Sarbanes-Oxley Act of 2002 (the "Sarbanes-Oxley Act") (such documents xxx xxx xxxxx documents filed by the Company since December 31, 2003, or each such document is available on xxx Xxxxxxx xr any of its Subsidiaries with the SEC’s website, including (i) exhibits and other information incorporated therein as they have been supplemented, modified or amended since the Company’s Annual Report on Form 10-K for the year ended December 31time of filing, 2003, and (ii) the Company’s Quarterly Reports on Form 10-Q for the periods ended April 3, 2004, July 3, 2004 and October 2, 2004, each in the form (including exhibits, annexes and any amendments thereto) filed with the SEC (collectively, including any such reports filed subsequent the "Company SEC Documents"). As of their respective filing dates (or, if amended or superseded by a filing prior to the date of this Agreement, the “Company Reports”). As of their respective dates (or, if amended, as of then on the date of such amendmentfiling), the Company Reports SEC Documents (i) did not, and any Company Reports filed with the SEC subsequent to the date of this Agreement will not, not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances in under which they were made, not misleading. Each misleading and (ii) complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, the Sarbanes-Oxley Act and the applicable rules and regulations of the SEX xxxxxxxxxx. None of the Company's Subsidiaries is required to make any filings with the SEC. All of the audited consolidated balance sheets financial statements and unaudited consolidated interim financial statements of the Company included in or incorporated by reference into the Company Reports SEC Documents (including together with the related notes and schedulesschedules thereto, collectively, the "Company Financial Statements") (A) have been prepared from, and are in accordance with, the books and records of the Company and the Company's Subsidiaries in all material respects, (B) have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments) and (C) fairly presents, or will fairly present, present in all material respects the consolidated financial position and the consolidated results of operations, cash flows and changes in stockholders' equity of the Company and its Subsidiaries as of its date the dates and each of the consolidated statements of income and of changes in financial position included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents, or will fairly present, the results of operations, retained earnings and changes in financial position, as the case may be, of the Company and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, referred to notes and normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with U.S. generally accepted accounting principles (“GAAP”) consistently applied during the periods involved, except as may be noted therein. Since January 1, 2001, the Company has complied in all material respects with its reporting obligations under the Exchange Act.

Company Reports; Financial Statements. (i) The Company has delivered made available to Parent Purchaser each registration statement, schedule, report, proxy statement or information statement prepared by the Company it since December 31, 20031995 (the "Audit Date"), or each such document is available on the SEC’s websiteincluding, including without limitation, (i) the Company’s 's Annual Report on Form 10-K for the year ended December 31, 2003, 1995 and (ii) the Company’s 's Quarterly Reports on Form 10-Q for the periods ended April 3March 31, 20041996, July 3June 30, 2004 1996 and October 2September 30, 2004, 1996 each in the form (including exhibits, annexes exhibits and any amendments thereto) filed with the SEC Securities and Exchange Commission (the "SEC") (collectively, including any such reports subsequently filed subsequent to the date of this Agreementreports, the “"Company Reports”"). As of their respective dates (or, if amended, as of the date of such amendment)dates, the Company Reports did not, and any Company Reports filed with the SEC subsequent to the date of this Agreement hereof will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in under which they were made, not misleading. Each of the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedulesschedules and the consolidated balance sheets and schedules of PersonaCare, Inc. ("PersonaCare")) fairly presents, or will fairly present, presents the consolidated financial position of the Company and its Subsidiaries subsidiaries including, without limitation, PersonaCare as of its date and each of the consolidated statements of income and of changes in financial position included in or incorporated by reference into the Company Reports (including any related notes and schedules and including the statements of income and changes in financial position of PersonaCare and any related notes and schedules) fairly presents, or will fairly present, presents the results of operations, retained earnings and changes in financial position, as the case may be, of the Company and its Subsidiaries subsidiaries including, without limitation, PersonaCare for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that which will not be material in amount or effect), in each case in accordance with U.S. generally accepted accounting principles (“"GAAP”") consistently applied during the periods involved, except as may be noted therein. Since January 1, 2001Other than the Company Reports, the Company has complied in all material respects not filed any other definitive reports or statements with its reporting obligations under the Exchange ActSEC since December 31, 1995.