Common use of Financial Reports and SEC Documents Clause in Contracts

Financial Reports and SEC Documents. (i) Its Annual Reports on Form 10- K for the fiscal years ended December 31, 1995 and 1996, and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by it or any of its Subsidiaries subsequent to December 31, 1995 under the Securities Act, or under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, in the form filed, or to be filed (collectively, its "SEC Documents"), with the SEC, as of the date filed (A) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (B) did not and 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 therein, in light of the circumstances under which they were made, not misleading; and each of the balance sheets contained in or incorporated by reference into any such SEC Document (including the related notes and schedules thereto) fairly presents and will fairly present the financial position of the entity or entities to which it relates as of its date, and each of the statements of income and changes in stockholders' equity and cash flows or equivalent statements in such SEC Documents (including any related notes and schedules thereto) fairly presents and will fairly present the results of operations, changes in stockholders' equity and changes in cash flows, as the case may be, of the entity or entities to which it relates for the periods to which they relate, in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-end audit adjustments in the case of unaudited statements.

Financial Reports and SEC Documents. (i) Its Annual Reports on Form 10- K for the fiscal years ended December 31, 1995 and 1996, and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by it The SEC Documents of Acquirer or any of its Subsidiaries subsequent to December 31, 1995 under the Securities Act, or under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, in the form filed, or to be filed (collectively, its "SEC Documents"), with the SECSubsidiaries, as of the date filed filed: (A) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (B) did not and 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 therein, in light of the circumstances under which they were made, not misleading; and each of the balance sheets contained in or incorporated by reference into any such SEC Document (of Acquirer or any of its Subsidiaries, including the related notes and schedules thereto) , fairly presents and will fairly present the financial position of the entity or entities to which it relates as of its date, and each of the statements of income and changes in stockholdersshareholders' equity and cash flows or equivalent statements in such SEC Documents of Acquirer or any of its Subsidiaries (including any related notes and schedules thereto) fairly presents and will fairly present the results of operations, changes in stockholdersshareholders' equity and changes in cash flows, as the case may be, of the entity or entities to which it relates for the periods to which they relate, in each case in accordance with generally accepted accounting principles GAAP consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-end audit adjustments in the case of unaudited statements.

Financial Reports and SEC Documents. (i) Its Annual Reports on Form 10- The UDS 2000 10-K for the fiscal years ended December 31, 1995 and 1996, and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by it UDS or any of its Subsidiaries subsequent to December 31, 1995 1998 under the Securities Act, Act or under Sections 13(a), 13(c), 14 or and 15(d) of the Exchange Act, Act in the form filed, or to be filed (collectively, its the "UDS SEC Documents"), with the SEC, as of the date filed (Ai) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (Bii) as of its filing date, did not and or 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 under which they were made, not misleading; and each of the balance sheets contained in or incorporated by reference into any such UDS SEC Document (including the related notes and schedules thereto) fairly presents and or will fairly present the financial position of the entity or entities to which it relates as of its date, and each of the statements of income operations and changes in stockholders' equity and cash flows or equivalent statements in such UDS SEC Documents (including any related notes and schedules thereto) fairly presents and or will fairly present the results of operations, changes in stockholders' equity and changes in cash flows, as the case may be, of the entity or entities to which it relates for the periods to which they relateit relates, in each case in accordance with generally accepted accounting principles GAAP consistently applied during the periods involved, except except, in each case case, as may be noted therein, subject to normal year-end audit adjustments in the case of unaudited statements.

Financial Reports and SEC Documents. (i) Its Annual Reports on Form 10- The Valero 2000 10-K for the fiscal years ended December 31, 1995 and 1996, and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by it Valero or any of its Subsidiaries subsequent to December 31, 1995 1998 under the Securities Act, Act or under Sections 13(a), 13(c), 14 or and 15(d) of the Exchange Act, in the form filed, or to be filed (collectively, its the "Valero SEC Documents"), with the SEC, as of the date filed SEC (Ai) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (Bii) as of its filing date, did not and or 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 under which they were made, not misleading; and each of the balance sheets contained in or incorporated by reference into any such Valero SEC Document (including the related notes and schedules thereto) fairly presents and or will fairly present the financial position of the entity or entities to which it relates as of its date, and each of the statements of income and changes in stockholders' equity and cash flows or equivalent statements in such Valero SEC Documents (including any related notes and schedules thereto) fairly presents and or will fairly present the results of operations, changes in stockholders' equity and changes in cash flows, as the case may be, of the entity or entities to which it relates for the periods to which they relateit relates, in each case in accordance with generally accepted accounting principles GAAP consistently applied during the periods involved, except except, in each case case, as may be noted therein, subject to normal year-end audit adjustments in the case of unaudited statements.

Financial Reports and SEC Documents. (i) Its Annual Reports on Form 10- The Xxxxxxxx 1999 10-K for the fiscal years ended December 31, 1995 and 1996, and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by it Xxxxxxxx or any of its Subsidiaries subsequent to December 31, 1995 1998 under the Securities Act, Act or under Sections 13(a), 13(c), 14 or and 15(d) of the Exchange Act, in the form filed, or to be filed (collectively, its the "Xxxxxxxx SEC Documents"), with the SEC, as of the date filed SEC (Ai) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (Bii) as of its filing date, did not and or 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 under which they were made, not misleading; and each of the balance sheets contained in or incorporated by reference into any such Xxxxxxxx SEC Document (including the related notes and schedules thereto) fairly presents and or will fairly present the financial position of the entity or entities to which it relates as of its date, and each of the statements of income and changes in stockholders' equity and cash flows or equivalent statements in such Xxxxxxxx SEC Documents (including any related notes and schedules thereto) fairly presents and or will fairly present the results of operations, changes in stockholders' equity and changes in cash flows, as the case may be, of the entity or entities to which it relates for the periods to which they relateit relates, in each case in accordance with generally accepted accounting principles GAAP consistently applied during the periods involved, except except, in each case case, as may be noted therein, subject to normal year-end audit adjustments in the case of unaudited statements.

Financial Reports and SEC Documents. (i) Its The Company's Annual Reports on Form 10- 10-K for the fiscal years ended December 31, 1995 1998 and 1996December 31, 1997, and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by it or any of its Subsidiaries subsequent to December 31, 1995 under the Securities Act, or under Sections Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, in the form filed, filed or to be filed with the SEC (collectively, its "SEC Documents"), with the SEC, as of the date filed filed, (A) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (B) did not and 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 therein, in the light of the circumstances under which they were made, not misleading; and each of the balance sheets contained in or incorporated by reference into any such of the Company's SEC Document Documents (including the related notes and schedules thereto) fairly presents and presents, or will fairly present present, the financial position of the entity or entities to which it relates Company and its Subsidiaries as of its date, and each of the statements of income and changes in stockholders' equity and cash flows or equivalent statements in such the Company's SEC Documents (including any related notes and schedules thereto) fairly presents and presents, or will fairly present present, the results of operations, changes in stockholders' equity and changes in cash flows, as the case may be, of the entity or entities to which it relates Company and its Subsidiaries for the periods period to which they relate, in each case case, in compliance with applicable accounting requirements and with the published rules of the SEC with respect thereto and in accordance with generally accepted accounting principles GAAP consistently applied during the periods involved, except except, in each case case, as may be noted thereinherein, subject to normal year-end audit adjustments in the case of unaudited statements.

Financial Reports and SEC Documents. (i) Its Ahmanson's Annual Reports on Form 10- 10-K for the fiscal years ended December 31, 1994, 1995 and 1996, and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by it or any of its Subsidiaries subsequent to December 31, 1995 1996 under the Securities Act, Act or under Sections Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, in the form filed, filed or to be filed (collectively, its "SEC Documents"), with the SEC, as of the date filed filed, and the draft of Ahmanson's Annual Report on Form 10-K for the fiscal year ended December 31, 1997 delivered to Washington Mutual on the date hereof (the "Ahmanson Draft 10-K") as of the date hereof (collectively, "Ahmanson SEC Documents"), (A) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (B) did not and 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 therein, in the light of the circumstances under which they were made, not misleading; and each of the consolidated balance sheets contained in or incorporated by reference into any such Ahmanson SEC Document (including the related notes and schedules thereto) fairly presents and presents, or will fairly present present, the consolidated financial position of the entity or entities to which it relates Ahmanson and its Subsidiaries as of its date, and each of the consolidated statements of income and changes in stockholders' equity and cash flows or equivalent statements in such Ahmanson SEC Documents (including any related notes and schedules thereto) fairly presents and presents, or will fairly present present, the consolidated results of operations, changes in stockholders' equity and changes in cash flows, as the case may be, of the entity or entities to which it relates Ahmanson and its Subsidiaries for the periods to which they relate, in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-end audit adjustments and the lack of complete footnote disclosure in the case of unaudited statements.

Financial Reports and SEC Documents. (i) Its The Optionee's Annual Reports Report on Form 10- K 10-KSB for the fiscal years year ended December 31, 1995 and 19962004, as amended by Form 10-KSB/A filed on May 18, 2005, and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by it or any of its Subsidiaries subsequent to December 31, 1995 2004 under the Securities Act, or under Sections Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, Act in the form filed, filed or to be filed (collectively, its "SEC Documents"), ) with the SEC, as of the date filed or to be filed, (A) complied or will comply in all material respects as to form with the applicable requirements under the Securities Exchange Act or the Exchange Act, as the case may be, and (B) as of the time filed, or to be filed, did not and 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 therein, in the light of the circumstances under which they were made, not misleading; and each of the balance sheets contained in or incorporated by reference into any such SEC Document (including the related notes and schedules thereto) fairly presents and presents, or will fairly present present, the financial position of the entity or entities to which it relates Optionee and its subsidiaries, if any, as of its date, and each of the statements of income and changes in stockholdersshareholders' equity and cash flows or equivalent statements in such SEC Documents (including any related notes and schedules thereto) fairly presents and presents, or will fairly present present, the results of operations, changes in stockholdersshareholders' equity and changes in cash flows, as the case may be, of the entity or entities to which it relates Optionee and its subsidiaries, if any, for the periods to which they relate, in each case in accordance with generally accepted accounting principles U.S. GAAP consistently applied during the periods involved, except in each case as may be noted therein, subject to the absence of footnotes and to normal year-end audit adjustments in the case of unaudited statements.

Financial Reports and SEC Documents. (i) Its Nortel's Annual Reports on Form 10- 10-K for the fiscal years ended December 31, 1995 1996, 1997 and 19961998, its Quarterly Reports on Form 10-Q for the periods ended March 31, 1999 and June 30, 1999, and all other reports, reports or registration statements, definitive proxy statements or information statements filed or to be filed by it or any of its Subsidiaries subsequent to December 31, 1995 1996 under the Securities Act, or under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, in the form filed, or to be filed (collectively, its the "Nortel SEC Documents"), with the SEC, as of the date filed (A) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, ; and (B) did not and 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 therein, in light of the circumstances under which they were made, not misleading; and each of the balance sheets contained in or incorporated by reference into any such Nortel SEC Document (including the related notes and schedules thereto) fairly presents and will fairly present the financial position of the entity or entities to which it relates as of its date, and each of the statements of income and changes in stockholders' equity and cash flows or equivalent statements in such Nortel SEC Documents (including any related notes and schedules thereto) fairly presents and will fairly present the results of operations, changes in stockholders' equity and changes in cash flows, as the case may be, of the entity or entities to which it relates for the periods to which they relate, in each case in accordance with generally accepted accounting principles Canadian GAAP consistently applied during the periods involvedinvolved and Regulation S-X of the SEC, except in each case as may be noted therein, subject to normal year-end audit adjustments in the case of unaudited statements. The books and records of Nortel and its Subsidiaries have been, and are being, maintained in all material respects in accordance with Canadian GAAP and any other applicable legal and accounting requirements and reflect only actual transactions.

Financial Reports and SEC Documents. (i) Its Annual Reports annual report on Form 10- 10-K for the fiscal years year ended December 31, 1995 and 19962014, and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by it or any of its Subsidiaries subsequent to December 31, 1995 2014 under the Securities Act, or under Sections 13(a), 13(c), 14 or and 15(d) of the Exchange Act, in the form filed, or to be filed (collectively, its "“SEC Documents"”), with the SEC, as of the date filed SEC (Ai) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (Bii) did not and 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 under which they were made, not misleading; and each of the balance sheets contained in or incorporated by reference into any such SEC Document (including the related notes and schedules thereto) fairly presents and will fairly present the financial position of the entity or entities to which it relates as of its date, and each of the statements of income and changes in stockholders' partners’ equity and cash flows or equivalent statements in such SEC Documents (including any related notes and schedules thereto) fairly presents and will fairly present the results of operations, changes in stockholders' partners’ equity and changes in cash flows, as the case may be, of the entity or entities to which it relates for the periods to which they relateit relates, in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-end audit adjustments in the case of unaudited statements. Except as and to the extent set forth on its balance sheet as of December 31, 2014, as of such date, neither it nor any of its Subsidiaries had any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected on, or reserved against in, a balance sheet or in the notes thereto prepared in accordance with generally accepted accounting principles consistently applied.

Financial Reports and SEC Documents. (i) Its Annual Reports on Form 10- Premcor has filed all required reports, schedules, registration statements and other documents with the SEC since April 30, 2002. The Premcor 2004 10-K for the fiscal years ended December 31, 1995 and 1996, and all other reports, registration statements, definitive proxy statements or information statements statements, including any certifications pursuant to Section 302 or Section 906 of the Xxxxxxxx-Xxxxx Act of 2002 or similar certifications, filed or to be filed by it Premcor or any of its Subsidiaries subsequent to December 31April 30, 1995 2002, under the Securities Act, Act or under Sections 13(a), 13(c), 14 or and 15(d) of the Exchange Act, Act in the form filed, or to be filed (collectively, its "the “Premcor SEC Documents"”), with the SEC, as of the date filed (A) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (B) as of its filing date, did not and or 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 under which they were made, not misleading; and each of the balance sheets contained in or incorporated by reference into any such Premcor SEC Document (including the related notes and schedules thereto) fairly presents and or will fairly present the financial position of the entity or entities to which it relates as of its date, and each of the statements of income operations and changes in stockholders' ’ equity and cash flows or equivalent statements in such Premcor SEC Documents (including any related notes and schedules thereto) fairly presents and or will fairly present the results of operations, changes in stockholders' ’ equity and changes in cash flows, as the case may be, of the entity or entities to which it relates for the periods to which they relateit relates, in each case in accordance with generally accepted accounting principles GAAP consistently applied during the periods involved, except except, in each case case, as may be noted therein, subject to normal year-end audit adjustments in the case of unaudited statements.

Financial Reports and SEC Documents. (i) Its With respect to the periods since January 1, 1999, Nortel Networks, or its predecessor, and its Subsidiaries have filed all reports and statements, together with any amendments required to be made thereto, that were required to be filed with the SEC. Nortel Networks' Annual Reports on Form 10- 10-K for the fiscal years ended December 31, 1995 1997, 1998 and 19961999, its Quarterly Report on Form 10-Q for the period ended March 31, 2000 and all other reports, reports or registration statements, definitive proxy statements or information statements filed or to be filed by it or any of its Subsidiaries predecessor, subsequent to December 31, 1995 1997 under the Securities Act, or under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, in the form filed, or to be filed (collectively, its the "Nortel Networks SEC Documents"), with the SEC, as of the date filed (or, with respect to a document filed prior to the date of this Agreement and amended or superseded by a subsequent filing prior to the date of this Agreement, then on the date of such filing as so amended or superseded) (A) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, ; and (B) did not and 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 therein, in light of the circumstances under which they were made, not misleading; and each of the balance sheets contained in or incorporated by reference into any such Nortel Networks SEC Document (including the related notes and schedules thereto) fairly presents and will fairly present the financial position of the entity or entities to which it relates as of its date, and each of the statements of income and changes in stockholders' equity and cash flows or equivalent statements in such Nortel Networks SEC Documents (including any related notes and schedules thereto) fairly presents and will fairly present the results of operations, changes in stockholders' equity and changes in cash flows, as the case may be, of the entity or entities to which it relates for the periods to which they relate, in each case in accordance with generally accepted accounting principles Canadian GAAP in the case of the years ended December 31, 1997, 1998, 1999 or U.S. GAAP in the case of the period ended March 31, 2000 consistently applied during the periods involvedinvolved and Regulation S-X of the SEC, except in each case as may be noted therein, subject to normal year-end audit adjustments in the case of unaudited statements. The books and records of Nortel Networks and its Subsidiaries have been, and are being, maintained in all material respects in accordance with Canadian GAAP and any other applicable legal and accounting requirements and reflect only actual transactions.

Financial Reports and SEC Documents. (i) Its Annual Reports annual report on Form 10- 10-K for the fiscal years year ended December 31, 1995 and 19962006, and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by it or any of its Subsidiaries subsequent to December 31, 1995 2004 under the Securities Act, or under Sections 13(a), 13(c), 14 or and 15(d) of the Exchange Act, in the form filed, or to be filed (collectively, its "SEC Documents"), with the SEC, as of the date filed SEC (Ai) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (Bii) did not and 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 under which they were made, not misleading; and each of the balance sheets contained in or incorporated by reference into any such SEC Document (including the related notes and schedules thereto) fairly presents and will fairly present the financial position of the entity or entities to which it relates as of its date, and each of the statements of income and changes in stockholders' equity and cash flows or equivalent statements in the case of Energy Partners in such SEC Documents (including any related notes and schedules thereto) fairly presents and will fairly present the results of operations, changes in stockholders' equity and changes in cash flows, as the case may be, of the entity or entities to which it relates for the periods to which they relateit relates, in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-end audit adjustments in the case of unaudited statements. Except as and to the extent set forth on its balance sheet as of December 31, 2006, as of such date, neither it nor any of its Subsidiaries had any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected on, or reserved against in, a balance sheet or in the notes thereto prepared in accordance with generally accepted accounting principles consistently applied.

Financial Reports and SEC Documents. (i) Its Annual Reports on Form 10- K for the fiscal years ended December 31Each of Buyer and its Subsidiaries has filed all reports, 1995 and 1996prospectuses, and all other reportsforms, schedules, registration statements, definitive proxy statements or information statements filed or required to be filed by it or any of its Subsidiaries subsequent to December since October 31, 1995 2002 under the Securities Act, Act or under Sections 13(a), 13(c), 14 or and 15(d) of the Exchange Act, Act in the form filed, or to be filed filed, with the SEC (collectively, its the "BUYER SEC DOCUMENTS"). Each of the Buyer SEC Documents"), with including the SECBuyer 2002 10-K and the Buyer 10-Q, as of the date filed (Ai) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (Bii) as of its filing date (except as amended or supplemented prior to the date hereof), did not and or 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 under which they were made, not misleading; and each of the balance sheets contained in or incorporated by reference into any such Buyer SEC Document (including the related notes and schedules thereto) fairly presents and or will fairly present the financial position of the entity or entities to which it relates as of its date, and each of the statements of income and changes in stockholders' equity and cash flows or equivalent statements in such Buyer SEC Documents (including any related notes and schedules thereto) fairly presents and or will fairly present the results of operations, changes in stockholders' equity and changes in cash flows, as the case may be, of the entity or entities to which it relates for the periods to which they relateit relates, in each case in accordance with generally accepted accounting principles GAAP consistently applied during the periods involved, except except, in each case case, as may be noted therein, subject to normal year-end audit adjustments in the case of unaudited statements.

Financial Reports and SEC Documents. (i) Its Annual Reports Buyer’s annual report on Form 10- 10-K for the fiscal years year ended December 31, 1995 and 19962006, and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by it Buyer or any of its Subsidiaries subsequent to December 31, 1995 2004 under the Securities Act, or under Sections 13(a), 13(c), 14 or and 15(d) of the Exchange Act, in the form filed, or to be filed (collectively, its "“SEC Documents"”), with the SEC, as of the date filed SEC (Ai) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (Bii) did not and 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 under which they were made, not misleading; and each of the balance sheets contained in or incorporated by reference into any such SEC Document (including the related notes and schedules thereto) fairly presents and will fairly present the financial position of the entity or entities to which it relates Buyer as of its date, and each of the statements of income and changes in stockholders' partners’ equity and cash flows or equivalent statements in such SEC Documents (including any related notes and schedules thereto) fairly presents and will fairly present the results of operations, changes in stockholders' partners’ equity and changes in cash flows, as the case may be, flow of the entity or entities to which it relates Buyer for the periods to which they relateit relates, in each case in accordance with generally accepted accounting principles GAAP consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-end audit adjustments in the case of unaudited statements. Except as and to the extent set forth on its balance sheet as of December 31, 2006 (or such later date of any balance sheet filed with the SEC as an SEC Document), as of such date, neither Buyer nor any of its Subsidiaries had any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected on, or reserved against in, a balance sheet or in the notes thereto prepared in accordance with GAAP consistently applied.

Financial Reports and SEC Documents. (i) Its The Annual Reports on Form 10- 10-K for the fiscal years ended December 31, 1995 1998 and 19961997, the Quarterly Report on Form 10-Q for the quarter ended March 31, 1999, and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by it or any of its Subsidiaries subsequent to December 31, 1995 1998 under the Securities Act, Act or under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, in the form filed, filed or to be filed with the SEC (collectively, its the "SEC Documents"), with the SECof Seller or any of its Subsidiaries, as of the date filed (A) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (B) did not and 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 therein, in light of the circumstances under which they were made, not misleading; and each of the balance sheets contained in or incorporated by reference into any such SEC Document (of Seller or any of its Subsidiaries, including the related notes and schedules thereto) , fairly presents and will fairly present the financial position of the entity or entities to which it relates as of its date, and each of the statements of income and changes in stockholdersshareholders' equity and cash flows or equivalent statements in such SEC Documents of Seller or any of its Subsidiaries (including any related notes and schedules thereto) fairly presents and will fairly present the results of operations, changes in stockholdersshareholders' equity and changes in cash flows, as the case may be, of the entity or entities to which it relates for the periods to which they relate, in each case in accordance with generally accepted accounting principles GAAP consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-end audit adjustments in the case of unaudited statements.

Financial Reports and SEC Documents. (i) Its Annual Reports Buyer's annual report on Form 10- 10-K for the fiscal years year ended December 31, 1995 and 19962006, and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by it Buyer or any of its Subsidiaries subsequent to December 31, 1995 2004 under the Securities Act, or under Sections 13(a), 13(c), 14 or and 15(d) of the Exchange Act, in the form filed, or to be filed (collectively, its "SEC Documents"), with the SEC, as of the date filed SEC (Ai) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (Bii) did not and 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 under which they were made, not misleading; and each of the balance sheets contained in or incorporated by reference into any such SEC Document (including the related notes and schedules thereto) fairly presents and will fairly present the financial position of the entity or entities to which it relates Buyer as of its date, and each of the statements of income and changes in stockholderspartners' equity and cash flows or equivalent statements in such SEC Documents (including any related notes and schedules thereto) fairly presents and will fairly present the results of operations, changes in stockholderspartners' equity and changes in cash flows, as the case may be, flow of the entity or entities to which it relates Buyer for the periods to which they relateit relates, in each case in accordance with generally accepted accounting principles GAAP consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-end audit adjustments in the case of unaudited statements. Except as and to the extent set forth on its balance sheet as of December 31, 2006, as of such date, neither Buyer nor any of its Subsidiaries had any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected on, or reserved against in, a balance sheet or in the notes thereto prepared in accordance with GAAP consistently applied.

Financial Reports and SEC Documents. (i) Its EZCORP’s Annual Reports Report on Form 10- 10-K for the fiscal years year ended December 31September 30, 1995 and 19962007, and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by it or any of its Subsidiaries with the SEC subsequent to December 31September 30, 1995 2007 under the Securities Act of 1933, as amended (the “Securities Act”), or under Sections 13(a)the Securities Exchange Act of 1934, 13(c), 14 or 15(d) of as amended (the “Exchange Act”), in the form filedfiled together with any amendments required to be made with respect thereto, or that were required to be filed with any applicable Governmental Authority under any applicable Law (collectively, its "“SEC Documents"), with the SEC, ”) as of the date filed filed, (Aa) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (Bb) did not and 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 therein, in light of the circumstances under which they were made, not misleading; and each of the balance sheets or statements of condition contained in or incorporated by reference into any such SEC Document (including the related notes and schedules thereto) fairly presents and will fairly present the consolidated financial position of the entity or entities to which it relates EZCORP as of its date, and each of the statements of income or results of operations and changes in stockholders' shareholders’ equity and cash flows or equivalent statements in such SEC Documents (including any related notes and schedules thereto) fairly presents and will fairly present the consolidated results of operations, changes in stockholders' shareholders’ equity and changes in cash flows, as the case may be, of the entity or entities to which it relates EZCORP for the periods to which they relate, in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-end audit adjustments and the absence or limitation of footnotes in the case of unaudited statements.

Financial Reports and SEC Documents. (i) Its The Company's Annual Reports on Form 10- 10-K for the fiscal years ended December 31, 1995 1998 and 1996December 31, 1997, and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by it or any of its Subsidiaries subsequent to December 31, 1995 under the Securities Act, or under Sections Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, in the form filed, filed or to be filed with the SEC (collectively, its "SEC Documents"), with the SEC, as of the date filed filed, (A) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (B) did not and 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 therein, in the light of the circumstances under which they were made, not misleading; and each of the balance sheets contained in or incorporated by reference into any such of the Company's SEC Document Documents (including the related notes and schedules thereto) fairly presents and presents, or will fairly present present, the financial position of the entity or entities to which it relates Company and its Subsidiaries as of its date, and each of the statements of income and changes in stockholders' equity and cash flows or equivalent statements in such the Company's SEC Documents (including any related notes and schedules thereto) fairly presents and presents, or will fairly present present, the results of operations, changes in stockholders' equity and changes in cash flows, as the case may be, of the entity or entities to which it relates Company and its Subsidiaries for the periods period to which they relate, in each case case, in compliance with applicable accounting requirements and with the published rules of the SEC with respect thereto and in accordance with generally accepted accounting principles GAAP consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-end audit adjustments in the case of unaudited statements.periods

Financial Reports and SEC Documents. (i) Its Since December 31, 2004, the Company has filed with the SEC all material forms, statements, reports, and documents required to be filed by it under the Exchange Act and the Securities Act. The Company’s Annual Reports on Form 10- 10-K for the fiscal years ended December 31, 1995 2005, and 19962006, and all other reports, registration statements, definitive proxy statements statements, or information statements filed or to be filed by it the Company or any of its Subsidiaries subsequent to December 31, 1995 2006 under the Securities Act, Act or under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, Act in the form filed, or to be filed with the SEC (collectively, its "the “Company SEC Documents"”), with the SEC, as of the date filed (A) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (B) as of their respective filing dates (except as amended or supplemented prior to the date of this Agreement), (x) did not and 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 under which they were made, not misleading; , and (y) each of the balance sheets contained in or incorporated by reference into any such Company SEC Document (including the related notes and schedules thereto) fairly presents and will fairly present the financial position of the entity or entities to which it relates as of its date, and each of the statements of income and changes in stockholders' ’ equity and cash flows or equivalent statements in such Company SEC Documents (including any related notes and schedules thereto) fairly presents and will fairly present the results of operations, changes in stockholders' equity ’ equity, and changes in cash flows, as the case may be, of the entity or entities to which it relates for the periods to which they relateit relates, in each case in accordance with generally accepted accounting principles GAAP consistently applied during the periods involved, except except, in each case case, as may be noted therein, subject to normal year-end audit adjustments in the case of unaudited statements.

Financial Reports and SEC Documents. (i) Its Annual Reports annual report on Form 10- 10-K for the fiscal years year ended December 31, 1995 and 19962009, and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by it or any of its Subsidiaries subsequent to December 31, 1995 2009 under the Securities Act, or under Sections 13(a), 13(c), 14 or and 15(d) of the Exchange Act, in the form filed, or to be filed (collectively, its "“SEC Documents"”), with the SEC, as of the date filed SEC (Ai) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (Bii) did not and 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 under which they were made, not misleading; and each of the balance sheets contained in or incorporated by reference into any such SEC Document (including the related notes and schedules thereto) fairly presents and will fairly present the financial position of the entity or entities to which it relates as of its date, and each of the statements of income and changes in stockholders' partners’ equity and cash flows or equivalent statements in the case of Partners in such SEC Documents (including any related notes and schedules thereto) fairly presents and will fairly present the results of operations, changes in stockholders' partners’ equity and changes in cash flows, as the case may be, of the entity or entities to which it relates for the periods to which they relateit relates, in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-end audit adjustments in the case of unaudited statements. Except as and to the extent set forth on its balance sheet as of December 31, 2009, as of such date, neither it nor any of its Subsidiaries had any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected on, or reserved against in, a balance sheet or in the notes thereto prepared in accordance with generally accepted accounting principles consistently applied.

Financial Reports and SEC Documents. (i) Its Annual Reports With respect to NSH and the Partnership, each Party’s annual report on Form 10- 10-K for the fiscal years year ended December 31, 1995 2016, its quarterly reports on Form 10-Q for the quarters ending March 31, 2017, June 30, 2017 and 1996September 30, 2017, and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by it such Party or any of its Subsidiaries subsequent to December 31, 1995 2016 under the Securities Act, or under Sections 13(a), 13(c), 14 or and 15(d) of the Exchange Act, in the form filed, or to be filed (collectively, its "“SEC Documents"”), with the SEC, as of the date filed SEC (Aa) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (Bb) did not and 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 under which they were made, not misleading; and each of the balance sheets contained in or incorporated by reference into any such SEC Document (including the related notes and schedules thereto) fairly presents and will fairly present the financial position of the entity or entities to which it relates as of its date, and each of the statements of income and changes in stockholders' such members’ or partners’ equity and cash flows or equivalent statements in the case of the Partnership in such SEC Documents (including any related notes and schedules thereto) fairly presents and will fairly present the results of operations, changes in stockholders' such Party’s equity and changes in cash flows, as the case may be, of the entity or entities to which it relates for the periods to which they relateit relates, in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-end audit adjustments in the case of unaudited statements. Except as and to the extent set forth on its balance sheet as of September 30, 2017, as of such date, neither such Party nor any of its Subsidiaries had any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected on, or reserved against in, a balance sheet or in the notes thereto prepared in accordance with generally accepted accounting principles consistently applied. Notwithstanding the foregoing, NSH shall be deemed not to have violated or be in violation of this Section 5.7 to the extent any such violation is or was caused by any failure of the Partnership or any of its Subsidiaries to timely provide NSH and its Subsidiaries with accurate information relating to the Partnership and its Subsidiaries.

Financial Reports and SEC Documents. (i) Its Annual Reports on Form 10- K for Valero has filed all required reports, schedules, registration statements and other documents with the fiscal years ended SEC since December 31, 1995 and 1996, 2002. The Valero 2004 10-K and all other reports, registration statements, definitive proxy statements or information statements statements, including any certifications pursuant to Section 302 or Section 906 of the Xxxxxxxx-Xxxxx Act of 2002 or similar certifications, filed or to be filed by it Valero or any of its Subsidiaries subsequent to December 31, 1995 2002 under the Securities Act, Act or under Sections 13(a), 13(c), 14 or and 15(d) of the Exchange Act, in the form filed, or to be filed (collectively, its "the “Valero SEC Documents"”), with the SEC, as of the date filed SEC (A) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (B) as of its filing date, did not and or 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 under which they were made, not misleading; and each of the balance sheets contained in or incorporated by reference into any such Valero SEC Document (including the related notes and schedules thereto) fairly presents and or will fairly present the financial position of the entity or entities to which it relates as of its date, and each of the statements of income and changes in stockholders' ’ equity and cash flows or equivalent statements in such Valero SEC Documents (including any related notes and schedules thereto) fairly presents and or will fairly present the results of operations, changes in stockholders' ’ equity and changes in cash flows, as the case may be, of the entity or entities to which it relates for the periods to which they relateit relates, in each case in accordance with generally accepted accounting principles GAAP consistently applied during the periods involved, except except, in each case case, as may be noted therein, subject to normal year-end audit adjustments in the case of unaudited statements.

Financial Reports and SEC Documents. (i) Its Annual Reports on Form 10- K for Each of the fiscal years ended December 31Company and its Subsidiaries has filed all reports, 1995 and 1996prospectuses, and all other reportsforms, schedules, registration statements, definitive proxy statements or information statements filed or required to be filed by it or any of its Subsidiaries subsequent to December since January 31, 1995 2003 under the Securities Act, Act or under Sections 13(a), 13(c), 14 or and 15(d) of the Exchange Act, Act in the form filed, or to be filed filed, with the SEC (collectively, its the "COMPANY SEC DOCUMENTS"). Each of the Company SEC Documents"), with including the SECCompany 2003 10-K and the Company 10-Q, as of the date filed (Ai) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (Bii) as of its filing date (except as amended or supplemented prior to the date hereof), did not and or 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 under which they were made, not misleading; and each of the balance sheets contained in or incorporated by reference into any such Company SEC Document (including the related notes and schedules thereto) fairly presents and or will fairly present the financial position of the entity or entities to which it relates as of its date, and each of the statements of income and changes in stockholders' equity and cash flows or equivalent statements in such Company SEC Documents (including any related notes and schedules thereto) fairly presents and or will fairly present the results of operations, changes in stockholders' equity and changes in cash flows, as the case may be, of the entity or entities to which it relates for the periods to which they relateit relates, in each case in accordance with generally accepted accounting principles GAAP consistently applied during the periods involved, except except, in each case case, as may be noted therein, subject to normal year-end audit adjustments in the case of unaudited statements.

Financial Reports and SEC Documents. All of the Partnership SEC Reports filed with the SEC since January 1, 2009 (i) Its Annual Reports on Form 10- K for the fiscal years ended December 31, 1995 and 1996, and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by it or any of its Subsidiaries subsequent to December 31, 1995 under the Securities Act, or under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, in the form filed, or to be filed (collectively, its "SEC Documents"), with the SEC, as of the date filed (A) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (Bii) did not and 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 under which they were made, not misleading; and each of the balance sheets (other than the balance sheet of G&P LLC) contained in or incorporated by reference into any such Partnership SEC Document Report (including the related notes and schedules thereto) fairly presents and will fairly present the financial position of the entity or entities to which it relates Partnership as of its date, and each of the statements of income and changes in stockholders' equity partners’ capital and cash flows or equivalent statements in such Partnership SEC Documents Reports (including any related notes and schedules thereto) fairly presents and will fairly present the results of operations, changes in stockholders' equity partners’ capital and changes in cash flows, as the case may be, of the entity or entities to which it relates Partnership for the periods to which they relateit relates, in each case in accordance with generally accepted accounting principles GAAP consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-end audit adjustments in the case of unaudited statements. Except (i) as would not have a Material Adverse Effect and (ii) as and to the extent set forth on the Partnership’s balance sheet as of September 30, 2009, as of such date, neither the Partnership nor any of its subsidiaries had any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected on, or reserved against in, a balance sheet or in the notes thereto prepared in accordance with GAAP consistently applied.

Financial Reports and SEC Documents. (i) Its Annual Reports on Form 10- The Tosco 1999 10-K for the fiscal years ended December 31, 1995 and 1996, and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by it Tosco or any of its Subsidiaries subsequent to December 31, 1995 1997 under the Securities Act, Act or under Sections 13(a), 13(c), 14 or and 15(d) of the Exchange Act, Act in the form filed, or to be filed (collectively, its the "Tosco SEC Documents"), with the SEC, as of the date filed (Ai) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (Bii) as of its filing date, did not and or 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 under which they were made, not misleading; and each of the balance sheets contained in or incorporated by reference into any such Tosco SEC Document (including the related notes and schedules thereto) fairly presents and or will fairly present the financial position of the entity or entities to which it relates as of its date, and each of the statements of income and changes in stockholders' equity and cash flows or equivalent statements in such Tosco SEC Documents (including any related notes and schedules thereto) fairly presents and or will fairly present the results of operations, changes in stockholders' equity and changes in cash flows, as the case may be, of the entity or entities to which it relates for the periods to which they relateit relates, in each case in accordance with generally accepted accounting principles GAAP consistently applied during the periods involved, except except, in each case case, as may be noted therein, subject to normal year-end audit adjustments in the case of unaudited statements.

Financial Reports and SEC Documents. (i) Its Annual Reports on Form 10- K for the fiscal years ended December 31Each of Globespan and its ----------------------------------- Subsidiaries has filed all reports, 1995 and 1996prospectuses, and all other reportsforms, schedules, registration statements, definitive proxy statements or information statements filed or required to be filed by it or any of its Subsidiaries subsequent to December 31since September 1, 1995 1999 under the Securities Act, Act or under Sections 13(a), 13(c), 14 or and 15(d) of the Exchange Act, Act in the form filed, or to be filed with the SEC (collectively, its the "Globespan SEC Documents"), with the SEC, as . ----------------------- Each of the date filed Globespan SEC Documents, including the Globespan 2000 10-K and the Globespan 10-Q, (Ai) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (Bii) as of its filing date (except as amended or supplemented prior to the date hereof), did not and 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 under which they were made, not misleading; and each of the balance sheets contained in or incorporated by reference into any such Globespan SEC Document (including the related notes and schedules thereto) fairly presents and will fairly present the financial position of the entity or entities to which it relates as of its date, and each of the statements of income and changes in stockholders' equity and cash flows or equivalent statements in such Globespan SEC Documents (including any related notes and schedules thereto) fairly presents and will fairly present the results of operations, changes in stockholders' equity and changes in cash flows, as the case may be, of the entity or entities to which it relates for the periods to which they relateit relates, in each case in accordance with generally accepted accounting principles GAAP consistently applied during the periods involved, except except, in each case case, as may be noted therein, subject to normal year-end audit adjustments in the case of unaudited statements.

Financial Reports and SEC Documents. (i) Its Annual Reports Report on Form 10- 10-K for the fiscal years year ended December 31, 1995 and 19961997, in the case of Dana, xxx August 31, 1997, in the case of the Company, and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by it or any of its Subsidiaries subsequent to December 31, 1995 1995, in the case of Dana, xxx August 31, 1995, in the case of the Company, under the Securities Act, or under Sections 13(a), 13(c), 14 or and 15(d) of the Exchange Act, in the form filed, or to be filed (collectively, its "SEC Documents"), with the SEC, as of the date filed SEC (Ai) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (Bii) as of its filing date did not and or 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 under which they were made, not misleading; and each of the balance sheets contained in or incorporated by reference into any such SEC Document (including the related notes and schedules thereto) fairly presents and or will fairly present the financial position of the entity or entities to which it relates as of its date, and each of the statements of income and changes in stockholders' equity and cash flows or equivalent statements in such SEC Documents (including any related notes and schedules thereto) fairly presents and or will fairly present the results of operations, changes in stockholders' equity and changes in cash flows, as the case may be, of the entity or entities to which it relates for the periods to which they relateit relates, in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-end audit adjustments in the case of unaudited statements.

Financial Reports and SEC Documents. (i) Its Annual Reports on Form 10- K for the fiscal years ended December 31Each of Virata and its ----------------------------------- Subsidiaries has filed all reports, 1995 and 1996prospectuses, and all other reportsforms, schedules, registration statements, definitive proxy statements or information statements filed or required to be filed by it or any of its Subsidiaries subsequent to December 31since September 1, 1995 1999 under the Securities Act, Act or under Sections 13(a), 13(c), 14 or and 15(d) of the Exchange Act, Act in the form filed, or to be filed with the SEC (collectively, its the "Virata SEC Documents"), with the SEC, as . Each of the date filed Virata SEC Documents, -------------------- including the Virata 2001 10-K and the Virata 10-Q, (Ai) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (Bii) as of its filing date (except as amended or supplemented prior to the date hereof), did not and 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 under which they were made, not misleading; and each of the balance sheets contained in or incorporated by reference into any such Virata SEC Document (including the related notes and schedules thereto) fairly presents and will fairly present the financial position of the entity or entities to which it relates as of its date, and each of the statements of income and changes in stockholders' equity and cash flows or equivalent statements in such Virata SEC Documents (including any related notes and schedules thereto) fairly presents and will fairly present the results of operations, changes in stockholders' equity and changes in cash flows, as the case may be, of the entity or entities to which it relates for the periods to which they relateit relates, in each case in accordance with generally accepted accounting principles GAAP consistently applied during the periods involved, except except, in each case case, as may be noted therein, subject to normal year-end audit adjustments in the case of unaudited statements.

Financial Reports and SEC Documents. (i) Its Marion's Annual Reports on Form 10- 10-K for the fiscal years ended December 31June 30, 1995 1997, 1998 and 19961999, and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by it or any of its Subsidiaries subsequent to December 31June 30, 1995 1999 under the Securities Act, or under Sections Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, in the form filed, filed or to be filed (collectively, its Marion's "SEC Documents"), ) with the SEC, as of the date filed filed, (A) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (B) did not and 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 therein, in light of the circumstances under which they were made, not misleading; and each of the balance sheets or statements of condition contained in or incorporated by reference into any such SEC Document (including the related notes and schedules thereto) fairly presents and presents, or will fairly present in all material respects, the financial position of the entity or entities to which it relates Xxxxxx and its Subsidiaries as of its date, and each of the statements of income and changes in stockholders' equity and cash flows or equivalent statements in such SEC Documents (including any related notes and schedules thereto) fairly presents and presents, or will fairly present present, in all material respects, the results of operations, changes in stockholders' equity and changes in cash flows, as the case may be, of the entity or entities to which it relates Xxxxxx and its Subsidiaries for the periods to which they relate, in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-end audit adjustments and the absence of footnotes in the case of unaudited statements.

Financial Reports and SEC Documents. (i) Its Signet's Annual Reports on Form 10- 10-K for the fiscal years ended December 31, 1994, 1995 and 1996, and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by it or any of its Subsidiaries subsequent to December 31, 1995 1994 under the Securities Act, or under Sections Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, in the form filed, filed or to be filed (collectively, its "SEC Documents"), ) with the SEC, as of the date filed filed, (A) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (B) did not and 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 therein, in the light of the circumstances under which they were made, not misleading; and each of the balance sheets contained in or incorporated by reference into any such Signet SEC Document (including the related notes and schedules thereto) fairly presents and presents, or will fairly present present, the financial position of the entity or entities to which it relates Signet and its Subsidiaries as of its date, and each of the statements of income and changes in stockholders' equity and cash flows or equivalent statements in such Signet SEC Documents (including any related notes and schedules thereto) fairly presents and presents, or will fairly present present, the results of operations, changes in stockholders' equity and changes in cash flows, as the case may be, of the entity or entities to which it relates Signet and its Subsidiaries for the periods to which they relate, in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-end audit adjustments in the case of unaudited statements.

Financial Reports and SEC Documents. (i) Its Annual Reports on Form 10- The Burlington 2004 10-K for the fiscal years ended December 31, 1995 and 1996, and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by it Burlington or any of its Subsidiaries subsequent to December 31, 1995 2004 under the Securities Act, Act or under Sections 13(a), 13(c), 14 or and 15(d) of the Exchange Act, Act in the form filed, or to be filed filed, with the SEC (collectively, its the "Burlington SEC Documents"), with the SEC, as of the date filed (Ax) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (By) as of their respective filing dates (except as amended or supplemented prior to the date of this Agreement), (A) did not and or 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 under which they were made, not misleading; and (B) each of the balance sheets contained in or incorporated by reference into any such Burlington SEC Document (including the related notes and schedules thereto) fairly presents and or will fairly present the financial position of the entity or entities to which it relates as of its date, and each of the statements of income and changes in stockholders' equity and cash flows or equivalent statements in such Burlington SEC Documents (including any related notes and schedules thereto) fairly presents and or will fairly present the results of operations, changes in stockholders' equity and changes in cash flows, as the case may be, of the entity or entities to which it relates for the periods to which they relateit relates, in each case in accordance with generally accepted accounting principles GAAP consistently applied during the periods involved, except except, in each case case, as may be noted therein, subject to normal year-end audit adjustments in the case of unaudited statements.

Financial Reports and SEC Documents. (i) Its Annual Reports on Form 10- K for the fiscal years ended December 31Each of Buyer and its Subsidiaries has filed all reports, 1995 and 1996prospectuses, and all other reportsforms, schedules, registration statements, definitive proxy statements or information statements filed or required to be filed by it or any of its Subsidiaries subsequent to since December 31, 1995 1996 under the Securities Act, Act or under Sections 13(a), 13(c), 14 or and 15(d) of the Exchange Act, in Act filed with the form filed, or to be filed SEC (collectively, its the "BUYER SEC DOCUMENTS"). Each of the Buyer SEC Documents"), with including the SEC, as of the date filed Buyer 2001 10-K (Ai) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (Bii) as of its filing date (except as amended or supplemented prior to the date hereof), and as of the date hereof as amended or supplemented prior to the date hereof (except to the extent superseded by information contained in another Buyer SEC Document), did not and or 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 under which they were made, not misleading; and each of the balance sheets contained in or incorporated by reference into any such Buyer SEC Document (including the related notes and schedules thereto) fairly presents and will fairly present the financial position of the entity or entities to which it relates as of its date, and each of the statements of income operations and changes in stockholders' equity and cash flows or equivalent statements in such Buyer SEC Documents (including any related notes and schedules thereto) fairly presents and will fairly present the results of operations, changes in stockholders' equity and changes in cash flows, as the case may be, of the entity or entities to which it relates for the periods to which they relateit relates, in each case in accordance with generally accepted accounting principles GAAP consistently applied during the periods involved, except except, in each case case, as may be noted therein, subject to normal year-end audit adjustments in the case of unaudited statements.

Financial Reports and SEC Documents. (i) Its Annual Reports on Form 10- The Conoco 2000 10-K for the fiscal years ended December 31, 1995 and 1996, and ----------------------------------- all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by it Conoco or any of its Subsidiaries subsequent to December 31, 1995 1999 under the Securities Act, Act or under Sections 13(a), 13(c), 14 or and 15(d) of the Exchange Act, Act in the form filed, or to be filed filed, with the SEC (collectively, its the "Conoco SEC Documents"), with the SEC, as of the date filed (Ai) complied or -------------------- will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (Bii) as of its filing date (except as amended or supplemented prior to the date of this Agreement), (A) did not and or 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 under which they were made, not misleading; and (B) each of the balance sheets contained in or incorporated by reference into any such Conoco SEC Document (including the related notes and schedules thereto) fairly presents and or will fairly present the financial position of the entity or entities to which it relates as of its date, and each of the statements of income and changes in stockholders' equity and cash flows or equivalent statements in such Conoco SEC Documents (including any related notes and schedules thereto) fairly presents and or will fairly present the results of operations, changes in stockholders' equity and changes in cash flows, as the case may be, of the entity or entities to which it relates for the periods to which they relateit relates, in each case in accordance with generally accepted accounting principles GAAP consistently applied during the periods involved, except except, in each case case, as may be noted therein, subject to normal year-end audit adjustments in the case of unaudited statements; provided that, with respect to Gulf or GIRL only, in no event shall -------- any non-compliance as to form, untrue statements, omissions or failures of the balance sheets or financial statements to fairly present the financial position be deemed material unless such non-compliance, untrue statements, omissions or failures would, in the aggregate, be material with respect to Conoco and its Subsidiaries taken as a whole.

Financial Reports and SEC Documents. (i) Its Buyer’s Annual Reports Report on Form 10- 10-K for the fiscal years year ended December 31, 1995 and 19962006, and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by it or any of its Subsidiaries with the SEC subsequent to December 31, 1995 2006 under the Securities Act, Act or under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, in the form filedfiled together with any amendments required to be made with respect thereto, or that were required to be filed with any applicable Governmental Authority under any applicable Law (collectively, its "“Buyer SEC Documents"), with the SEC, ”) as of the date filed filed, (A) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (B) did not and 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 therein, in light of the circumstances under which they were made, not misleading; and each of the balance sheets or statements of condition contained in or incorporated by reference into any such Buyer SEC Document (including the related notes and schedules thereto) fairly presents and will fairly present the consolidated financial position of the entity or entities to which it relates Buyer as of its date, and each of the statements of income or results of operations and changes in stockholders' ’ equity and cash flows or equivalent statements in such Buyer SEC Documents (including any related notes and schedules thereto) fairly presents and will fairly present the consolidated results of operations, changes in stockholders' ’ equity and changes in cash flows, as the case may be, of the entity or entities to which it relates Buyer for the periods to which they relate, in each case in accordance with generally accepted accounting principles GAAP consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-end audit adjustments and the absence of footnotes in the case of unaudited statements.

Financial Reports and SEC Documents. Absence of Certain Changes --------------------------------------------------------------- or Events. (i) Its United's Annual Reports Report on Form 10- 10-K for the fiscal years ended --------- December 31, 1995 1998, 1999 and 1996, 2000 and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by it or any of its Subsidiaries subsequent to December 31, 1995 1998, under the Securities Act, Act or under Sections Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, in the form filed, filed or to be filed (collectively, its collectively "United's SEC Documents"), with the SEC, as of the date filed filed, (A) as to form complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (B) did not and 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 therein, in light of the circumstances under which they were made, not misleading; and each of the balance sheets or statements of condition of United contained in or incorporated by reference into any such SEC Document (including the related notes and schedules thereto) fairly presents and presents, or will fairly present present, the financial position of the entity or entities to which it relates United and its Subsidiaries as of its date, and each of the statements of income or results of operations and changes in stockholders' equity and cash flows or equivalent statements of United in such SEC Documents (including any related notes and schedules thereto) fairly presents and presents, or will fairly present present, the results of operations, changes in stockholders' equity and changes in cash flows, as the case may be, of the entity or entities to which it relates United and its Subsidiaries for the periods to which they relate, in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except in each case as may be noted therein, and subject to normal year-end audit adjustments in the case of unaudited statements.

Financial Reports and SEC Documents. (i) Its WBI's Annual Reports on Form 10- K 10-KSB for the fiscal years ended December 31June 30, 1995 and 1996, 1997 and 1998 and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by it or any of its Subsidiaries subsequent to December 31June 30, 1995 1996 under the Securities Act, or under Sections Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, in the form filed, filed or to be filed (collectively, its "WBI SEC Documents"), ) with the SEC, as of the date filed filed, (A) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (B) did not and 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 therein, in light of the circumstances under which they were made, not misleading; and each of the balance sheets or statements of condition contained in or incorporated by reference into any such WBI SEC Document (including the related notes and schedules thereto) fairly presents and presents, or will fairly present present, the financial position of the entity or entities to which it relates WBI and its Subsidiaries as of its date, and each of the statements of income and changes in stockholders' equity and cash flows or equivalent statements in such WBI SEC Documents (including any related notes and schedules thereto) fairly presents and presents, or will fairly present present, the results of operations, changes in stockholders' equity and changes in cash flows, as the case may be, of the entity or entities to which it relates for the periods to which they relate, in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-end audit adjustments in the case of unaudited statements.of

Financial Reports and SEC Documents. (i) Its Annual Reports Report on Form 10- ----------------------------------- 10-K for the fiscal years year ended December 31, 1995 and 19961994, and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by it or any of its Subsidiaries subsidiaries subsequent to December 31, 1995 1994 under the Securities Act of 1933, as amended (together with the rules and regulations thereunder, the "Securities Act"), or under Sections 13(a), 13(c), 14 or and 15(d) of the Securities Exchange Act of 1934, as amended (together with the rules and regulations thereunder, the "Exchange Act"), in the form filed, or to be filed (collectively, its "SEC Documents"), with the Securities and Exchange Commission (the "SEC, as of the date filed ") (Ai) complied or will comply as of the date of filing thereof in all material respects as to form with the applicable requirements under the Securities Exchange Act or the Exchange Act, as the case may be, and (Bii) did not and will not contain as of the date of filing thereof any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading; and each of the balance sheets contained in or incorporated by reference into any such SEC Document (including the related notes and schedules thereto) fairly presents and will fairly present the financial position of the entity or entities to which it relates as of its date, date and each of the statements of income and changes in stockholdersshareholders' equity and cash flows or equivalent statements in such SEC Documents report and documents (including any related notes and schedules thereto) fairly presents and will fairly present the results of operations, changes in stockholdersshareholders' equity and changes in cash flows, as the case may be, of the entity or entities to which it relates for the periods to which they relateset forth therein, in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except in each case as may be noted therein, subject to normal and recurring year-end audit adjustments in the case of unaudited statements. All material agreements, contracts and other documents required to be filed by it as exhibits to any SEC Document have been so filed.

Financial Reports and SEC Documents. (i) Its Mason's Annual Reports on Form 10- K for the fiscal years ended December enxxx Xxxember 31, 1994, 1995 and 1996, and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by it or any of its Subsidiaries subsequent to December 31, 1995 1994 under the Securities Act, or under Sections Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, in the form filed, filed or to be filed (collectively, its Mason's "SEC Documents"), ) with the SEC, as of the date filed filed, (AX) complied xxmplied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (B) did not and 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 therein, in light of the circumstances under which they were made, not misleading; and each of the balance sheets or statements of condition contained in or incorporated by reference into any such SEC Document (including the related notes and schedules thereto) fairly presents and presents, or will fairly present present, the financial position of the entity or entities to which it relates Mason and its Subsidiaries as of its date, and each of the statements sxxxxxents of income and changes in stockholders' equity and cash flows or equivalent statements in such SEC Documents (including any related notes and schedules thereto) fairly presents and presents, or will fairly present present, the results of operations, changes in stockholders' equity and changes in cash flows, as the case may be, of the entity or entities to which it relates Mason and its Subsidiaries for the periods to which they relate, in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-end audit adjustments and the absence of footnotes in the case of unaudited statements.

Financial Reports and SEC Documents. (i) Its PPT's Annual Reports Report on Form 10- K 10-KSB for the fiscal years year ended December 31, 1995 and 19962004, as amended by Form 10-KSB/A filed on May 18, 2005, and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by it or any of its Subsidiaries subsequent to December 31, 1995 2004 under the Securities Act, or under Sections Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, Act in the form filed, filed or to be filed (collectively, its PPT's "SEC Documents"), ) with the SEC, as of the date filed or to be filed, (A) complied or will comply in all material respects as to form with the applicable requirements under the Securities Exchange Act or the Exchange Act, as the case may be, and (B) as of the time filed, or to be filed, did not and 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 therein, in the light of the circumstances under which they were made, not misleading; and each of the balance sheets contained in or incorporated by reference into any such SEC Document (including the related notes and schedules thereto) fairly presents and presents, or will fairly present present, the financial position of the entity or entities to which it relates PPT and its subsidiaries as of its date, and each of the statements of income and changes in stockholdersshareholders' equity and cash flows or equivalent statements in such SEC Documents (including any related notes and schedules thereto) fairly presents and presents, or will fairly present present, the results of operations, changes in stockholdersshareholders' equity and changes in cash flows, as the case may be, of the entity or entities to which it relates PPT and its subsidiaries for the periods to which they relate, in each case in accordance with generally accepted accounting principles U.S. GAAP consistently applied during the periods involved, except in each case as may be noted therein, subject to the absence of footnotes and to normal year-end audit adjustments in the case of unaudited statements.

Financial Reports and SEC Documents. (i) Its Annual Reports on Form 10- The Burlington 2004 10-K for the fiscal years ended December 31, 1995 and 1996, and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by it Burlington or any of its Subsidiaries subsequent to December 31, 1995 2004 under the Securities Act, Act or under Sections 13(a), 13(c), 14 or and 15(d) of the Exchange Act, Act in the form filed, or to be filed filed, with the SEC (collectively, its the "BURLINGTON SEC DocumentsDOCUMENTS"), with the SEC, as of the date filed (Ax) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (By) as of their respective filing dates (except as amended or supplemented prior to the date of this Agreement), (A) did not and or 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 under which they were made, not misleading; and (B) each of the balance sheets contained in or incorporated by reference into any such Burlington SEC Document (including the related notes and schedules thereto) fairly presents and or will fairly present the financial position of the entity or entities to which it relates as of its date, and each of the statements of income and changes in stockholders' equity and cash flows or equivalent statements in such Burlington SEC Documents (including any related notes and schedules thereto) fairly presents and or will fairly present the results of operations, changes in stockholders' equity and changes in cash flows, as the case may be, of the entity or entities to which it relates for the periods to which they relateit relates, in each case in accordance with generally accepted accounting principles GAAP consistently applied during the periods involved, except except, in each case case, as may be noted therein, subject to normal year-end audit adjustments in the case of unaudited statements.

Financial Reports and SEC Documents. (i) Its Company's ----------------------------------- Annual Reports on Form 10- 10-K for the fiscal years ended December 31, 1994, 1995 and 1996, and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by it or any of its Subsidiaries subsequent to December 31, 1995 1994 under the Securities Act, or under Sections Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, in the form filed, filed or to be filed (collectively, its the Company's "SEC Documents"), ) with the SEC, as of the date filed filed, (A) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (B) did not and 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 therein, in the light of the circumstances under which they were made, not misleading; and each of the balance sheets contained in or incorporated by reference into any such SEC Document (including the related notes and schedules thereto) fairly presents and presents, or will fairly present present, the financial position of the entity or entities to which it relates Company and its Subsidiaries as of its date, and each of the statements of income and changes in stockholders' equity and cash flows or equivalent statements in such SEC Documents (including any related notes and schedules thereto) fairly presents and presents, or will fairly present present, the results of operations, changes in stockholders' equity and changes in cash flows, as the case may be, of the entity or entities to which it relates Company and its Subsidiaries for the periods to which they relate, in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-end audit adjustments in the case of unaudited statements.

Financial Reports and SEC Documents. (i) Its With respect to the OILT Parties, OILT’s, and with respect to the Partners Parties, Partners’, Annual Reports Report on Form 10- 10-K for the fiscal years year ended December 31, 1995 and 19962013, and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by it or any of its Subsidiaries subsequent to December 31, 1995 2013 under the Securities Act, or under Sections 13(a), 13(c), 14 or and 15(d) of the Exchange Act, in the form filed, or to be filed (collectively, its "“SEC Documents"”), with the SEC, SEC as of the date filed their respective dates (Ai) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (Bii) did not and 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 under which they were made, not misleading; . The historical financial statements of OILT and each its consolidated Subsidiaries, with respect to the OILT Parties, and of Partners and its consolidated Subsidiaries, with respect to the balance sheets Partners Parties, contained in or incorporated by reference into any such SEC Document (including the related notes and schedules thereto) fairly presents (A) comply in all material respects with the applicable requirements under the Securities Act and will the Exchange Act, and (B) fairly present the financial position of the entity or entities to which it relates as of its dateposition, and each of the statements of income and changes in stockholders' equity and cash flows or equivalent statements in such SEC Documents (including any related notes and schedules thereto) fairly presents and will fairly present the results of operations, changes in stockholders' partners’ equity and changes in cash flows, as the case may be, of the entity or entities to which it relates they relate as of the dates or for the periods to which they such financial statements relate, in each case in accordance with U.S. generally accepted accounting principles consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-end audit adjustments in the case of unaudited statements.

Financial Reports and SEC Documents. (i) Its Annual Reports on Form 10- K for the fiscal years ended December 31Each of Buyer and its Subsidiaries has filed all reports, 1995 and 1996prospectuses, and all other reportsforms, schedules, registration statements, definitive proxy statements or information statements filed or required to be filed by it or any of its Subsidiaries subsequent to December 31since July 17, 1995 2000 under the Securities Act, Act or under Sections 13(a), 13(c), 14 or and 15(d) of the Exchange Act, Act in the form filed, or to be filed filed, with the SEC (collectively, its the "BUYER SEC DOCUMENTS"). Each of the Buyer SEC Documents"), with including the SECBuyer 2000 10-K and the Buyer 10-Q, as of the date filed (Ai) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (Bii) as of its filing date (except as amended or supplemented prior to the date hereof), did not and or 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 under which they were made, not misleading; and each of the balance sheets contained in or incorporated by reference into any such Buyer SEC Document (including the related notes and schedules thereto) fairly presents and or will fairly present the financial position of the entity or entities to which it relates as of its date, and each of the statements of income operations and changes in stockholders' equity and cash flows or equivalent statements in such Buyer SEC Documents (including any related notes and schedules thereto) fairly presents and or will fairly present the results of operations, changes in stockholders' equity and changes in cash flows, as the case may be, of the entity or entities to which it relates for the periods to which they relateit relates, in each case in accordance with generally accepted accounting principles GAAP consistently applied during the periods involved, except except, in each case case, as may be noted therein, subject to normal year-end audit adjustments in the case of unaudited statements.

Financial Reports and SEC Documents. (i) Its The Company's Annual Reports on Form 10- 10-K for the fiscal years ended December 31February 28, 1995 1995, 1996 and 19961997, and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by it or any of its Subsidiaries subsequent to December 31February 28, 1995 under the Securities Act, or under Sections Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, in the form filed, filed or to be filed with the SEC (collectively, its "SEC Documents"), with the SEC, as of the date filed filed, (A) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (B) did not and 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 therein, in the light of the circumstances under which they were made, not misleading; and each of the balance sheets contained in or incorporated by reference into any such of the Company's SEC Document (including the related notes and schedules thereto) fairly presents and presents, or will fairly present present, the financial position of the entity or entities to which it relates Company and its Subsidiaries as of its date, and each of the statements of income and changes in stockholders' equity and cash flows or equivalent statements in such the Company's SEC Documents (including any related notes and schedules thereto) fairly presents and presents, or will fairly present present, the results of operations, changes in stockholders' equity and changes in cash flows, as the case may be, of the entity or entities to which it relates Company and its Subsidiaries for the periods to which they relate, in each case case, in compliance with applicable accounting requirements and with the published rules of the SEC with respect thereto and in accordance with generally accepted accounting principles GAAP consistently applied during the periods involved, except except, in each case case, as may be noted therein, subject to normal year-end audit adjustments in the case of unaudited statements.

Financial Reports and SEC Documents. (i) Its Annual Reports on Form 10- The ConocoPhillips 2004 10-K for the fiscal years ended December 31, 1995 and 1996, and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by it ConocoPhillips or any of its Subsidiaries subsequent to December 31, 1995 2004 under the Securities Act, Act or under Sections 13(a), 13(c), 14 or and 15(d) of the Exchange Act, Act in the form filed, or to be filed filed, with the SEC (collectively, its the "CONOCOPHILLIPS SEC DocumentsDOCUMENTS"), with the SEC, as of the date filed (Ax) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (By) as of their respective filing dates (except as amended or supplemented prior to the date of this Agreement), (A) did not and or 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 under which they were made, not misleading; and (B) each of the balance sheets contained in or incorporated by reference into any such ConocoPhillips SEC Document (including the related notes and schedules thereto) fairly presents and or will fairly present the financial position of the entity or entities to which it relates as of its date, and each of the statements of income and changes in stockholders' equity and cash flows or equivalent statements in such ConocoPhillips SEC Documents (including any related notes and schedules thereto) fairly presents and or will fairly present the results of operations, changes in stockholders' equity and changes in cash flows, as the case may be, of the entity or entities to which it relates for the periods to which they relateit relates, in each case in accordance with generally accepted accounting principles GAAP consistently applied during the periods involved, except except, in each case case, as may be noted therein, subject to normal year-end audit adjustments in the case of unaudited statements.

Financial Reports and SEC Documents. (i) Its Annual Reports on Form 10- K for the fiscal years ended December 31Each of Virata and ----------------------------------- its Subsidiaries has filed all reports, 1995 and 1996prospectuses, and all other reportsforms, schedules, registration statements, definitive proxy statements or information statements filed or required to be filed by it or any of its Subsidiaries subsequent to December 31since September 1, 1995 1999 under the Securities Act, Act or under Sections 13(a), 13(c), 14 or and 15(d) of the Exchange Act, Act in the form filed, or to be filed with the SEC (collectively, its the "Virata SEC Documents"), with the SEC, as . Each of the date filed Virata SEC -------------------- Documents, including the Virata 2001 10-K and the Virata 10-Q, (Ai) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (Bii) as of its filing date (except as amended or supplemented prior to the date hereof), did not and 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 under which they were made, not misleading; and each of the balance sheets contained in or incorporated by reference into any such Virata SEC Document (including the related notes and schedules thereto) fairly presents and will fairly present the financial position of the entity or entities to which it relates as of its date, and each of the statements of income and changes in stockholders' equity and cash flows or equivalent statements in such Virata SEC Documents (including any related notes and schedules thereto) fairly presents and will fairly present the results of operations, changes in stockholders' equity and changes in cash flows, as the case may be, of the entity or entities to which it relates for the periods to which they relateit relates, in each case in accordance with generally accepted accounting principles GAAP consistently applied during the periods involved, except except, in each case case, as may be noted therein, subject to normal year-end audit adjustments in the case of unaudited statements.

Financial Reports and SEC Documents. (i) Its Headlands's Annual Reports on Form 10- 10-K for the fiscal years year ended December 31, 1995 and 19961997, and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by it or any of its Subsidiaries subsequent to December 31, 1995 1996 under the Securities Act, or under Sections Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, in the form filed, filed or to be filed (collectively, its "SEC Documents"), ) with the SEC, as of the date filed filed, (A) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (B) did not and 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 therein, in the light of the circumstances under which they were made, not misleading; and each of the balance sheets contained in or incorporated by reference into any such Headlands SEC Document (including the related notes and schedules thereto) fairly presents and presents, or will fairly present present, the financial position of the entity or entities to which it relates Headlands and its Subsidiaries as of its date, and each of the statements of income and changes in stockholders' equity and cash flows or equivalent statements in such Headlands SEC Documents (including any related notes and schedules thereto) fairly presents and presents, or will fairly present present, the results of operations, changes in stockholders' equity and changes in cash flows, as the case may be, of the entity or entities to which it relates Headlands and its Subsidiaries for the periods to which they relate, in each case in accordance with generally accepted accounting principles GAAP consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-end audit adjustments in the case of unaudited statements.

Financial Reports and SEC Documents. (i) Its Annual Reports on Form 10- The ConocoPhillips 2004 10-K for the fiscal years ended December 31, 1995 and 1996, and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by it ConocoPhillips or any of its Subsidiaries subsequent to December 31, 1995 2004 under the Securities Act, Act or under Sections 13(a), 13(c), 14 or and 15(d) of the Exchange Act, Act in the form filed, or to be filed filed, with the SEC (collectively, its the "ConocoPhillips SEC Documents"), with the SEC, as of the date filed (Ax) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (By) as of their respective filing dates (except as amended or supplemented prior to the date of this Agreement), (A) did not and or 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 under which they were made, not misleading; and (B) each of the balance sheets contained in or incorporated by reference into any such ConocoPhillips SEC Document (including the related notes and schedules thereto) fairly presents and or will fairly present the financial position of the entity or entities to which it relates as of its date, and each of the statements of income and changes in stockholders' equity and cash flows or equivalent statements in such ConocoPhillips SEC Documents (including any related notes and schedules thereto) fairly presents and or will fairly present the results of operations, changes in stockholders' equity and changes in cash flows, as the case may be, of the entity or entities to which it relates for the periods to which they relateit relates, in each case in accordance with generally accepted accounting principles GAAP consistently applied during the periods involved, except except, in each case case, as may be noted therein, subject to normal year-end audit adjustments in the case of unaudited statements.

Financial Reports and SEC Documents. (i) Its Since January 1, 2007, Buyer has filed with the SEC all material forms, statements, reports, and documents required to be filed by it under the Exchange Act and the Securities Act. Buyer’s Annual Reports Report on Form 10- 10-K for the fiscal years year ended December 31, 1995 and 19962007, and all other reports, registration statements, definitive proxy statements statements, or information statements filed or to be filed by it or any of its Subsidiaries Buyer subsequent to December 31, 1995 2007 under the Securities Act, Act or under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, Act in the form filed, or to be filed with the SEC (collectively, its "the “GLF SEC Documents"), with the SEC, as of the date filed ”): (Ai) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (Bii) as of their respective filing dates (except as amended or supplemented prior to the date of this Agreement), (x) did not and 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 under which they were made, not misleading; , and (y) each of the balance sheets contained in or incorporated by reference into any such GLF SEC Document (including the related notes and schedules thereto) fairly presents and will fairly present in all material respects the financial position of the entity or entities to which it relates as of its date, and each of the statements of income and changes in stockholders' ’ equity and cash flows or equivalent statements in such GLF SEC Documents (including any related notes and schedules thereto) fairly presents and will fairly present in all material respects the results of operations, changes in stockholders' equity ’ equity, and changes in cash flows, as the case may be, of the entity or entities to which it relates for the periods to which they relateit relates, in each case in accordance with generally accepted accounting principles GAAP consistently applied during the periods involvedinvolved except, except in each case case, as may be noted therein, subject to normal year-end audit adjustments in the case of unaudited statements.

Financial Reports and SEC Documents. (i) Its With respect to the Xxxxxx Parties, Xxxxxx’x, and with respect to the Partners Parties, Partners’, Annual Reports Report on Form 10- 10-K for the fiscal years year ended December 31, 1995 and 19962010, and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by it or any of its Subsidiaries subsequent to December 31, 1995 2010 under the Securities Act, or under Sections 13(a), 13(c), 14 or and 15(d) of the Exchange Act, in the form filed, or to be filed (collectively, its "“SEC Documents"”), with the SEC, SEC as of the date filed their respective dates (A) complied i)complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (Bii) did not and 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 under which they were made, not misleading; . The historical financial statements of Xxxxxx and each its consolidated subsidiaries, with respect to the Xxxxxx Parties, and of Partners and its consolidated subsidiaries, with respect to the balance sheets Partners Parties, contained in or incorporated by reference into any such SEC Document (including the related notes and schedules thereto) fairly presents (A) comply in all material respects with the applicable requirements under the Securities Act and will the Exchange Act, and (B) fairly present the financial position of the entity or entities to which it relates as of its dateposition, and each of the statements of income and changes in stockholders' equity and cash flows or equivalent statements in such SEC Documents (including any related notes and schedules thereto) fairly presents and will fairly present the results of operations, changes in stockholders' partners’ equity and changes in cash flows, as the case may be, of the entity or entities to which it relates they relate as of the dates or for the periods to which they such financial statements relate, in each case in accordance with U.S. generally accepted accounting principles consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-end audit adjustments in the case of unaudited statements.

Financial Reports and SEC Documents. (i) Its Annual Reports Report on Form 10- 10-K for the fiscal years year ended December 31, 1995 1997, in the case of Dana, and 1996August 31, 1997, in the case of the Company, and all other oxxxx reports, registration statements, definitive proxy statements or information statements filed or to be filed by it or any of its Subsidiaries subsequent to December 31, 1995 1995, in the case of Dana, and August 31, 1995, in the case of the Company, under the Securities Xxxurities Act, or under Sections 13(a), 13(c), 14 or and 15(d) of the Exchange Act, in the form filed, or to be filed (collectively, its "SEC Documents"), with the SEC, as of the date filed SEC (Ai) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (Bii) as of its filing date did not and or 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 under which they were made, not misleading; and each of the balance sheets contained in or incorporated by reference into any such SEC Document (including the related notes and schedules thereto) fairly presents and or will fairly present the financial position of the entity or entities to which it relates as of its date, and each of the statements of income and changes in stockholders' equity and cash flows or equivalent statements in such SEC Documents (including any related notes and schedules thereto) fairly presents and or will fairly present the results of operations, changes in stockholders' equity and changes in cash flows, as the case may be, of the entity or entities to which it relates for the periods to which they relateit relates, in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-end audit adjustments in the case of unaudited statements.

Financial Reports and SEC Documents. (i) Its Annual Reports Report on Form 10- K KSB, as amended through the date hereof, for the fiscal years year ended December 31, 1995 and 19962000, and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by it or any of its Subsidiaries subsequent to December 31, 1995 1998 under the Securities Act, or under Sections 13(a), 13(c), 14 or and 15(d) of the Exchange Act, in the form filed, or to be filed (collectively, its "SEC Documents"), with the SEC, as of the date filed SEC (Ai) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (Bii) did not and 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 under which they were made, not misleading; and each of the balance sheets contained in or incorporated by reference into any such SEC Document (including the related notes and schedules thereto) fairly presents and will fairly present the financial position of the entity or entities to which it relates as of its date, and each of the statements of income and changes in stockholders' equity and cash flows or equivalent statements in such SEC Documents (including any related notes and schedules thereto) fairly presents and will fairly present the results of operations, changes in stockholders' equity and changes in cash flows, as the case may be, of the entity or entities to which it relates for the periods to which they relateit relates, in each case in accordance with generally accepted accounting principles GAAP consistently applied during the periods involved, except except, in each case case, as may be noted therein, subject to normal year-end audit adjustments in the case of unaudited statements.

Financial Reports and SEC Documents. (i) Its Annual Reports Report on Form 10- 10-K for the fiscal years year ended December 31, 1995 and 19961994, and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by it or any of its Subsidiaries subsidiaries subsequent to December 31, 1995 1994 under the Securities Act of 1933, as amended (together with the rules and regulations thereunder, the "Securities Act, ") or under Sections 13(a), 13(c), 14 or and 15(d) of the Securities Exchange Act of 1934, as amended (together with the rules and regulations thereunder, the "Exchange Act"), in the form filed, or to be filed (collectively, its "SEC Documents"), with the Securities and Exchange Commission (the "SEC, as of the date filed ") (Ai) complied or will comply in all material respects as to form with the applicable requirements under the Securities Exchange Act or the Exchange Act, as the case may be, and (Bii) did not and 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 under which they were made, not misleading; and each of the balance sheets contained in or incorporated by reference into any such SEC Document Documents (including the related notes and schedules thereto) fairly presents and will fairly present the financial position of the entity or entities to which it relates as of its date, date and each of the statements of income and changes in stockholders' equity and cash flows or equivalent statements in such SEC Documents report and documents (including any related notes and schedules thereto) fairly presents and will fairly present the and results of operations, changes in stockholders' equity and changes in cash flows, as the case may be, of the entity or entities to which it relates for the periods to which they relateset forth therein, in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except in each case as may be noted therein, subject to normal and recurring year-end audit adjustments in the case of unaudited statements.

Financial Reports and SEC Documents. (i) Its Nortel's Annual Reports on Form 10- 10-K for the fiscal years ended December 31, 1995 1995, 1996 and 19961997, its Quarterly Report on Form 10-Q for the period ended March 31, 1998, and all other reports, reports or registration statements, definitive proxy statements or information statements filed or to be filed by it or any of its Subsidiaries subsequent to December 31, 1995 under the Securities Act, or under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, in the form filed, or to be filed (collectively, its the "Nortel SEC Documents"), with the SEC, as of the date filed (A) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, ; and (B) did not and 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 therein, in light of the circumstances under which they were made, not misleading; and each of the balance sheets contained in or incorporated by reference into any such Nortel SEC Document (including the related notes and schedules thereto) fairly presents and will fairly present the financial position of the entity or entities to which it relates as of its date, and each of the statements of income and changes in stockholders' equity and cash flows or equivalent statements in such Nortel SEC Documents (including any related notes and schedules thereto) fairly presents and will fairly present the results of operations, changes in stockholders' equity and changes in cash flows, as the case may be, of the entity or entities to which it relates for the periods to which they relate, in each case in accordance with generally accepted accounting principles Canadian GAAP consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-end audit adjustments in the case of unaudited statements. The books and records of Nortel and its Subsidiaries have been, and are being, maintained in all material respects in accordance with Canadian GAAP and any other applicable legal and accounting requirements and reflect only actual transactions.

Financial Reports and SEC Documents. Since September 30, 2009, its SEC Documents (i) Its Annual Reports on Form 10- K for the fiscal years ended December 31, 1995 and 1996, and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by it or any of its Subsidiaries subsequent to December 31, 1995 under the Securities Act, or under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, in the form filed, or to be filed (collectively, its "SEC Documents"), with the SEC, as of the date filed (A) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (Bii) did not and 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 under which they were made, not misleading; and each of the balance sheets contained in or incorporated by reference into any such SEC Document (including the related notes and schedules thereto) fairly presents and will fairly present the financial position of the entity or entities to which it relates as of its date, and each of the statements of income and changes in stockholders' partners’ equity and cash flows or equivalent statements in the case of Inergy in such SEC Documents (including any related notes and schedules thereto) fairly presents and will fairly present the results of operations, changes in stockholders' partners’ equity and changes in cash flows, as the case may be, of the entity or entities to which it relates for the periods to which they relateit relates, in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-end audit adjustments in the case of unaudited statements. Except as and to the extent set forth on its balance sheet as of September 30, 2009 or as reflected in the SEC Documents filed with the SEC since such date, as of the date of this Agreement, neither it nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected on, or reserved against in, a balance sheet or in the notes thereto prepared in accordance with generally accepted accounting principles consistently applied.

Financial Reports and SEC Documents. (i1) Its Annual Reports on Form 10- K for The Company 2006 10-K, the fiscal years ended December 31, 1995 and 1996, 10-Q and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by it or any of its Subsidiaries the Company subsequent to December 31June 30, 1995 2006 under the Securities Act, Act or under Sections 13(a), 13(c), 14 or and 15(d) of the Exchange Act, Act in the form filed, or to be filed (collectively, its "SEC Documents"except that no representation or warranty is made by the Company with respect to information supplied by Parent for inclusion in the Proxy Statement), with the SECSEC (collectively, as of the date filed “Company SEC Documents”), (Ax) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (By) as of their respective filing dates (except as amended or supplemented prior to the date of this Agreement), (A) did not and or 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 under which they were made, not misleading; and (B) each of the balance sheets contained in or incorporated by reference into any such Company SEC Document (including the related notes and schedules thereto) fairly presents and or will fairly present the financial position of the entity or entities to which it relates as of its date, and each of the statements of income and changes in stockholders' shareholders’ equity and cash flows or equivalent statements in such Company SEC Documents (including any related notes and schedules thereto) fairly presents and or will fairly present the results of operations, changes in stockholders' shareholders’ equity and changes in cash flows, as the case may be, of the entity or entities to which it relates for the periods to which they relateit relates, in each case in accordance with generally accepted accounting principles GAAP consistently applied during the periods involved, except except, in each case case, as may be noted therein, subject to normal year-end audit adjustments in the case of unaudited statements.

Financial Reports and SEC Documents. (i) Its Annual Reports on Form 10- K for Each of the fiscal years ended December 31Company and its Subsidiaries has filed all reports, 1995 and 1996prospectuses, and all other reportsforms, schedules, registration statements, definitive proxy statements or information statements filed or required to be filed by it or any of its Subsidiaries subsequent to December 31since October 26, 1995 2000 under the Securities Act, Act or under Sections 13(a), 13(c), 14 or and 15(d) of the Exchange Act, Act in the form filed, or to be filed filed, with the SEC (collectively, its the "COMPANY SEC DOCUMENTS"). Each of the Company SEC Documents"), with including the SECCompany 2000 10-K and the Company 10-Q, as of the date filed (Ai) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (Bii) as of its filing date (except as amended or supplemented prior to the date hereof), did not and or 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 under which they were made, not misleading; and each of the balance sheets contained in or incorporated by reference into any such Company SEC Document (including the related notes and schedules thereto) fairly presents and or will fairly present the financial position of the entity or entities to which it relates as of its date, and each of the statements of income operations and changes in stockholders' equity and cash flows or equivalent statements in such Company SEC Documents (including any related notes and schedules thereto) fairly presents and or will fairly present the results of operations, changes in stockholders' equity and changes in cash flows, as the case may be, of the entity or entities to which it relates for the periods to which they relateit relates, in each case in accordance with generally accepted accounting principles GAAP consistently applied during the periods involved, except except, in each case case, as may be noted therein, subject to normal year-end audit adjustments in the case of unaudited statements.

Financial Reports and SEC Documents. (i) Its Annual Reports on Form 10- 10-K for the fiscal years ended June 30, 1995, 1996 and 1997, its Quarterly Reports on Form 10-Q for the periods ended September 27, 1997, December 3127, 1995 1997 and 1996March 28, 1998, and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by it or any of its Subsidiaries subsequent to December 31June 30, 1995 under the Securities Act, or under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, in the form filed, or to be filed (collectively, its the "Bay SEC Documents"), with the SEC, as of the date filed (or, with respect to (x) a document filed prior to the date of this Agreement and amended or superseded by a filing prior to the date of this Agreement or (y) a document filed after the date of this Agreement and amended or superseded by a filing after the date of this Agreement, then in the case of each of (x) and (y), on the date of such filing as so amended or superseded) (A) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, ; and (B) did not and 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 therein, in light of the circumstances under which they were made, not misleading; and each of the balance sheets contained in or incorporated by reference into any such Bay SEC Document (including the related notes and schedules thereto) fairly presents and will fairly present the financial position of the entity or entities to which it relates as of its date, and each of the statements of income and changes in stockholders' equity and cash flows or equivalent statements in such Bay SEC Documents (including any related notes and schedules thereto) fairly presents and will fairly present the results of operations, changes in stockholders' equity and changes in cash flows, as the case may be, of the entity or entities to which it relates for the periods to which they relate, in each case in accordance with generally accepted accounting principles U.S. GAAP consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-end audit adjustments in the case of unaudited statements.

Financial Reports and SEC Documents. (i) Its Annual Reports on Form 10- 10-K for the fiscal years ended December 31, 1995 1996 and 19961997, and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by it or any of its Subsidiaries subsidiaries subsequent to December 31, 1995 1996 under the Securities Act of 1933, as amended (together with the rules and regulations thereunder, the "Securities Act, ") or under Sections 13(a), 13(c), 14 or and 15(d) of the Securities Exchange Act of 1934, as amended (together with the rules and regulations thereunder, the "Exchange Act"), in the form filed, or to be filed filed, with the SEC (collectively, its "SEC Documents"), with the SEC, as of the date filed ) (Ai) complied or will comply as to form in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (Bii) did not and will not not, at the time of such 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 under which they were made, not misleading; and each of the balance sheets contained in or incorporated by reference into any such SEC Document (including the related notes and schedules schedule thereto) fairly presents and will fairly present the financial position of the entity or entities to which it relates as of its date, and each of the statements of income and changes in stockholdersshareholders' equity and cash flows or equivalent statements in such SEC Documents report and documents (including any related notes and schedules thereto) fairly presents and will fairly present the results of operations, changes in stockholdersshareholders' equity and changes in cash flows, as the case may be, of the entity or entities to which it relates for the periods to which they relateset forth therein, in each case in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-end audit adjustments in the case of unaudited statements.

Financial Reports and SEC Documents. (i) Its Annual Reports on Form 10- K for the fiscal years ended December 31, 1995 and 1996, and all other reports, registration statements, definitive proxy statements or information statements All of its SEC Documents filed or to be filed by it or any of its Subsidiaries subsequent to December 31, 1995 under the Securities Act, or under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, in the form filed, or to be filed (collectively, its "SEC Documents"), with the SEC, as of the date filed SEC (Ai) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (Bii) did not and 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 under which they were made, not misleading; and each of the balance sheets contained in or incorporated by reference into any such SEC Document (including the related notes and schedules thereto) fairly presents and will fairly present the financial position of the entity or entities to which it relates as of its date, and each of the statements of income and changes in stockholders' equity partners’ capital and cash flows or equivalent statements in such SEC Documents (including any related notes and schedules thereto) fairly presents and will fairly present the results of operations, changes in stockholders' equity partners’ capital and changes in cash flows, as the case may be, of the entity or entities to which it relates for the periods to which they relateit relates, in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-end audit adjustments in the case of unaudited statements. Except as and to the extent set forth on its balance sheet as of December 31, 2008, as of such date, neither it nor any of its Subsidiaries had any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected on, or reserved against in, a balance sheet or in the notes thereto prepared in accordance with generally accepted accounting principles consistently applied.

Financial Reports and SEC Documents. (i) Its Annual Reports on Form 10- The Phillips 2000 10-K for the fiscal years ended December 31, 1995 and 1996, and ----------------------------------- all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by it Phillips or any of its Subsidiaries subsequent to December 31, 1995 under 1990 xxxxx the Securities Act, Act or under Sections 13(a), 13(c), 14 or and 15(d) of the Exchange Act, in the form filed, or to be filed filed, with the SEC (collectively, its the "Phillips SEC Documents"), with the SEC, as of the date filed ) (Ai) ---------------------- complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (Bii) as of its filing date (except as amended or supplemented prior to the date of this Agreement), (A) did not and or 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 under which they were made, not misleading; and (B) each of the balance sheets contained in or incorporated by reference into any such Phillips SEC Document (including the related notes and schedules theretotxxxxxx) fairly presents and or will fairly present the financial position of the entity or entities to which it relates as of its date, and each of the statements of income and changes in stockholders' equity and cash flows or equivalent statements in such Phillips SEC Documents (including any related notes and schedules theretoxxxxxxx) fairly presents and or will fairly present the results of operations, changes in stockholders' equity and changes in cash flows, as the case may be, of the entity or entities to which it relates for the periods to which they relateit relates, in each case in accordance with generally accepted accounting principles GAAP consistently applied during the periods involved, except except, in each case case, as may be noted therein, subject to normal year-end audit adjustments in the case of unaudited statements; provided that, with respect to Tosco only, in no event shall any -------- non-compliance as to form, untrue statements, omissions or failures of the balance sheets or financial statements to fairly present the financial position be deemed material unless such non-compliance, untrue statements, omissions or failures would, in the aggregate, be material with respect to Phillips and its Subsidiaries taken as a whole.

Financial Reports and SEC Documents. (i) Its GreenPoint's Annual Reports Report on Form 10- 10-K for the fiscal years year ended December 31, 1995 and 19961997, and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by it or any of its Significant Subsidiaries subsequent to December 31, 1995 1996 under the Securities Act, or under Sections Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, in the form filed, filed or to be filed (collectively, its "SEC Documents"), ) with the SEC, as of the date filed filed, (A) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (B) did not and 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 therein, in the light of the circumstances under which they were made, not misleading; and each of the balance sheets contained in or incorporated by reference into any such GreenPoint SEC Document (including the related notes and schedules thereto) fairly presents and presents, or will fairly present present, the financial position of the entity or entities to which it relates GreenPoint and its consolidated Subsidiaries as of its date, and each of the statements of income and changes in stockholders' equity and cash flows or equivalent statements in such GreenPoint SEC Documents (including any related notes and schedules thereto) fairly presents and presents, or will fairly present present, the results of operations, changes in stockholders' equity and changes in cash flows, as the case may be, of the entity or entities to which it relates GreenPoint and its consolidated Subsidiaries for the periods to which they relate, in each case in accordance with generally accepted accounting principles GAAP consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-end audit adjustments in the case of unaudited statements.

Financial Reports and SEC Documents. (i) Its Annual Reports Report on Form 10- 10-K for the fiscal years year ended December 31, 1995 and 19961994, and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by it or any of its Subsidiaries subsidiaries subsequent to December 31, 1995 1994 under the Securities Act of 1933, as amended (together with the rules and regulations thereunder, the "Securities Act"), or under Sections 13(a), 13(c), 14 or and 15(d) of the Securities Exchange Act of 1934, as amended (together with the rules and regulations thereunder, the "Exchange Act"), in the form filed, or to be filed (collectively, its "SEC Documents"), with the Securities and Exchange Commission (the "SEC, as of the date filed ") (Ai) complied or will comply as of the date of filing thereof in all material respects as to form with the applicable requirements under the Securities Exchange Act or the Exchange Act, as the case may be, and (Bii) did not and will not contain as of the date of filing thereof any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading; and each of the balance sheets contained in or incorporated by reference into any such SEC Document (including the related notes and schedules thereto) fairly presents and will fairly present the financial position of the entity or entities to which it relates as of its date, date and each of the statements of income and changes in stockholdersshareholders' equity and cash flows or equivalent statements in such SEC Documents report and documents (including any related notes and schedules thereto) fairly presents and will fairly present the results of operations, changes in stockholdersshareholders' equity and changes in cash flows, as the case may be, of the entity or entities to which it relates for the periods to which they relateset forth therein, in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except in each case as may be noted therein, subject to normal and recurring year-end audit adjustments in the case of unaudited statements. All material agreements, contracts and other documents required to be filed by it as exhibits to any SEC Document have been so filed.

Financial Reports and SEC Documents. (i) Its Annual Reports In the case of Partners, its annual report on Form 10- 10-K for the fiscal years year ended December 31, 1995 and 19962009, and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by it or any of its Subsidiaries subsequent to December 31, 1995 2009 under the Securities Act, or under Sections 13(a), 13(c), 14 or and 15(d) of the Exchange Act, in the form filed, or to be filed (collectively, its "“SEC Documents"”), with the SEC, as of the date filed SEC (Ai) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (Bii) did not and 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 under which they were made, not misleading; and each of the balance sheets contained in or incorporated by reference into any such SEC Document (including the related notes and schedules thereto) fairly presents and will fairly present the financial position of the entity or entities to which it relates as of its date, and each of the statements of income and changes in stockholders' partners’ equity and cash flows or equivalent statements in the case of Partners in such SEC Documents (including any related notes and schedules thereto) fairly presents and will fairly present the results of operations, changes in stockholders' partners’ equity and changes in cash flows, as the case may be, of the entity or entities to which it relates for the periods to which they relateit relates, in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-end audit adjustments in the case of unaudited statements. In the case of Partners GP, the audited balance sheet of Partners GP as December 31, 2009 and 2008 (including the related notes thereto), and the unaudited statements of income and members’ equity for the three-year period ended December 31, 2009 set forth on Schedule 4.1(g) of its Disclosure Schedule, and the unaudited balance sheet of Partners GP as of September 30, 2010 and the related unaudited statements of income and members’ equity for the nine-month period ended September 30, 2010 set forth on Schedule 4.1(g) of its Disclosure Schedule, fairly presents the financial position of Partners GP as of each date, in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-end adjustments in the case of the unaudited statements as of September 30, 2010 and for the nine months then ended. Except as and to the extent set forth on its balance sheet as of December 31, 2009, as of such date, neither it nor any of its Subsidiaries had any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected on, or reserved against in, a balance sheet or in the notes thereto prepared in accordance with generally accepted accounting principles consistently applied.

Financial Reports and SEC Documents. Material Adverse ----------------------------------------------------- Effect. (i) Its Annual Reports on Form 10- K for the fiscal years ended December 31, 1995 and 1996, and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by it or any of its Subsidiaries subsequent to December 31, 1995 under the Securities Act, or under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, in the form filed, or to be filed (collectively, its "Zions's SEC Documents"), with the SEC, as of the date filed filed, (A) complied or ------ will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (B) did not and 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 therein, in the light of the circumstances under which they were made, not misleading; and each of the balance sheets contained in or incorporated by reference into any such SEC Document (including the related notes and schedules thereto) fairly presents and presents, or will fairly present present, the financial position of the entity or entities to which it relates Zions and its Subsidiaries as of its date, and each of the statements of income and changes in stockholders' equity and cash flows or equivalent statements in such SEC Documents (including any related notes and schedules thereto) fairly presents and presents, or will fairly present present, the results of operations, changes in stockholders' equity and changes in cash flows, as the case may be, of the entity or entities to which it relates Zions and its Subsidiaries for the periods to which they relate, in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-end audit adjustments in the case of unaudited statements.

Financial Reports and SEC Documents. (i) Its EZCORP’s Annual Reports Report on Form 10- 10-K for the fiscal years year ended December 31September 30, 1995 and 19962007, and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by it or any of its Subsidiaries with the SEC subsequent to December 31September 30, 1995 2007 under the Securities Act of 1933, as amended (the “Securities Act”), or under Sections 13(a)the Securities Exchange Act of 1934, 13(c), 14 or 15(d) of as amended (the “Exchange Act”), in the form filedfiled together with any amendments required to be made with respect thereto, or that were required to be filed with any applicable Governmental Authority under any applicable Law (collectively, its "“SEC Documents"), with the SEC, ”) as of the date filed filed, (Aa) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (Bb) did not and 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 therein, in light of the circumstances under which they were made, not misleading; and each of the balance sheets or statements of condition contained in or incorporated by reference into any such SEC Document (including the related notes and schedules thereto) fairly presents and will fairly present the consolidated financial position of the entity or entities to which it relates EZCORP as of its date, and each of the statements of income or results of operations and changes in stockholders' shareholders’ equity and cash flows or equivalent statements in such SEC Documents (including any related notes and schedules thereto) fairly presents and will fairly present the consolidated results of operations, changes in stockholders' shareholders’ equity and changes in cash flows, as the case may be, of the entity or entities to which it relates EZCORP for the periods to which they relate, in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-end audit adjustments and the absence of footnotes in the case of unaudited statements.

Financial Reports and SEC Documents. (i) Its ALBANK's Annual Reports on Form 10- 10-K for the fiscal years ended December 31, 1995 1995, 1996 and 19961997, and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by it or any of its Subsidiaries subsequent to December 31, 1995 under the Securities Act, or under Sections Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, in the form filed, filed or to be filed (collectively, its ALBANK's "SEC Documents"), ) with the SEC, as of the date filed filed, (A) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (B) did not and 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 therein, in light of the circumstances under which they were made, not misleading; and each of the balance sheets or statements of condition contained in or incorporated by reference into any such SEC Document (including the related notes and schedules thereto) fairly presents and presents, or will fairly present present, the financial position of the entity or entities to which it relates ALBANK and its Subsidiaries as of its date, and each of the statements of income and changes in stockholders' equity and cash flows or equivalent statements in such SEC Documents (including any related notes and schedules thereto) fairly presents and presents, or will fairly present present, in all material respects, the results of operations, changes in stockholders' equity and changes in cash flows, as the case may be, of the entity or entities to which it relates ALBANK and its Subsidiaries for the periods to which they relate, in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-end audit adjustments and the absence of footnotes in the case of unaudited statements.

Financial Reports and SEC Documents. Absence of Certain Changes --------------------------------------------------------------- or Events. (i) Its Century's Annual Reports on Form 10- 10-K for the fiscal years ended --------- December 31, 1995 1998, 1999 and 19962000, and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by it or any of its Subsidiaries subsequent to December 31, 1995 1998 under the Securities Act, or under Sections Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, in the form filed, filed or to be filed (collectively, its Century's "SEC Documents"), ) with the SEC, as of the date filed filed, (A) as to Form, complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (B) did not and 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 therein, in light of the circumstances under which they were made, not misleading; and each of the balance sheets or statements of condition of Century contained in or incorporated by reference into any such SEC Document (including the related notes and schedules thereto) fairly presents and presents, or will fairly present present, the financial position of the entity or entities to which it relates Century and its Subsidiaries as of its date, and each of the statements of income and changes in stockholders' equity and cash flows or equivalent statements of Century in such SEC Documents (including any related notes and schedules thereto) fairly presents and presents, or will fairly present present, the results of operations, changes in stockholders' equity and changes in cash flows, as the case may be, of the entity or entities to which it relates Century and its Subsidiaries for the periods to which they relate, in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except in each case as may be noted therein, and subject to normal year-end audit adjustments and the absence of footnotes in the case of unaudited statements.

Financial Reports and SEC Documents. (i) Its Annual Masox'x Xxxual Reports on Form 10- 10-K for the fiscal years ended December 31, 1994, 1995 and 1996, and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by it or any of its Subsidiaries subsequent to December 31, 1995 1994 under the Securities Act, or under Sections Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, in the form filed, filed or to be filed (collectively, its Masox'x "SEC XXC Documents"), ) with the SEC, as of the date filed filed, (A) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (B) did not and 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 therein, in light of the circumstances under which they were made, not misleading; and each of the balance sheets or statements of condition contained in or incorporated by reference into any such SEC Document (including the related notes and schedules thereto) fairly presents and presents, or will fairly present present, the financial position of the entity or entities to which it relates Masox xxx its Subsidiaries as of its date, and each of the statements of income and changes in stockholders' equity and cash flows or equivalent statements in such SEC Documents (including any related notes and schedules thereto) fairly presents and presents, or will fairly present present, the results of operations, changes in stockholders' equity and changes in cash flows, as the case may be, of the entity or entities to which it relates Masox xxx its Subsidiaries for the periods to which they relate, in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-end audit adjustments and the absence of footnotes in the case of unaudited statements.

Financial Reports and SEC Documents. Since September 30, 2009, its SEC Documents (i) Its Annual Reports on Form 10- K for the fiscal years ended December 31, 1995 and 1996, and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by it or any of its Subsidiaries subsequent to December 31, 1995 under the Securities Act, or under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, in the form filed, or to be filed (collectively, its "SEC Documents"), with the SEC, as of the date filed (A) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (Bii) did not and 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 under which they were made, not misleading; and each of the balance sheets contained in or incorporated by reference into any such SEC Document (including the related notes and schedules thereto) fairly presents and will fairly present the financial position of the entity or entities to which it relates as of its date, and each of the statements of income and changes in stockholders' partners’ equity and cash flows or equivalent statements in the case of Inergy in such SEC Documents (including any related notes and schedules thereto) fairly presents and will fairly present the results of operations, changes in stockholders' partners’ equity and changes in cash flows, as the case may be, of the entity or entities to which it relates for the periods to which they relateit relates, in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-end audit adjustments in the case of unaudited statements. Except as and to the extent set forth on its balance sheet as of September 30, 2009 or as reflected in the SEC Documents filed with the SEC since such date, as of the date of the Original Agreement and the date hereof neither it nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected on, or reserved against in, a balance sheet or in the notes thereto prepared in accordance with generally accepted accounting principles consistently applied.