Common use of Parent Reports; Financial Statements Clause in Contracts

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

Parent Reports; Financial Statements. (i) Parent has delivered to the ------------------------------------ Company each registration statement, report, proxy statement or information statement prepared by the Parent it since December 31March 28, 2003, or each such document is available on the SEC’s website1997, including (i) Parent’s 's Annual Report on Form 10-K for the year ended December 31Xxxxx 00, 20030000, and (iixx) Parent’s 's Amendment on Form 10-K/A dated July 28, 1997, (iii) Parent's Quarterly Reports on Form 10-10- Q for the periods ended March 31June 27, 2004, June 30, 2004 1997 and September 3026, 20041997, (iv) Parent's Current Reports on Form 8-K, dated January 17, 1997 and June 19, 1997, (iv) Parent's registration statement on Form S-4 (File No. 333-32219); and (v) Parent's Amendment No. 1 to registration statement on Form S-4 (File No. 333- 32219); each in the form (including exhibits, annexes and any amendments thereto) filed with the SEC (collectively, including any such reports filed subsequent to the date of this Agreementhereof, the “"Parent Reports”"). As of their respective dates (or, if amended, as of the date of such amendment)-------------- dates, the Parent Reports did not, and any Parent Reports filed with the SEC subsequent to the date of this Agreement hereof will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. Each of the consolidated balance sheets included in or incorporated by reference into the Parent Reports (including the related notes and schedules) fairly presents, or will fairly present, the consolidated financial position of Parent and its Subsidiaries as of its date and each of the consolidated statements of income and of changes in financial position cash flows included in or incorporated by reference into the Parent Reports (including any related notes and schedules) fairly presents, or will fairly present, the results of operations, retained earnings and changes in financial position, as the case may be, of Parent and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with GAAP consistently applied during the periods involved, except as may be noted therein. Since January 1, 2001, Parent has complied in all material respects with its reporting obligations under the Exchange Act.

Parent Reports; Financial Statements. (i) Parent has delivered filed or furnished, as applicable, on a timely basis all forms, statements, certifications, reports and documents required to the Company each registration statement, report, proxy statement be filed or information statement prepared furnished by the Parent since December 31, 2003, or each such document is available on the SEC’s website, including (i) Parent’s Annual Report on Form 10-K for the year ended December 31, 2003, and (ii) Parent’s Quarterly Reports on Form 10-Q for the periods ended March 31, 2004, June 30, 2004 and September 30, 2004, each in the form (including exhibits, annexes and any amendments thereto) filed it with the SEC pursuant to the Exchange Act or the Securities Act since the Applicable Date (collectivelythe forms, including any such statements, reports and documents filed or furnished since the Applicable Date and those filed or furnished subsequent to the date of this Agreement, including any amendments thereto, the “Parent Reports”). Each of the Parent Reports, at the time of its filing or being furnished complied, or if not yet filed or furnished, will when so filed or furnished, comply in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, and any rules and regulations promulgated thereunder applicable to the Parent Reports. As of their respective dates (or, if amendedamended prior to the date of this Agreement, as of the date of such amendment), the Parent Reports did not, and any none of the Parent Reports filed with or furnished to the SEC subsequent to the date of this Agreement will notwhen so filed or furnished, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. Each of the consolidated balance sheets included Parent is in or incorporated by reference into the Parent Reports (including the related notes and schedules) fairly presents, or will fairly present, the consolidated financial position of Parent and its Subsidiaries as of its date and each of the consolidated statements of income and of changes in financial position included in or incorporated by reference into the Parent Reports (including any related notes and schedules) fairly presents, or will fairly present, the results of operations, retained earnings and changes in financial position, as the case may be, of Parent and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with GAAP consistently applied during the periods involved, except as may be noted therein. Since January 1, 2001, Parent has complied compliance in all material respects with its reporting obligations under the Exchange Actapplicable listing and corporate governance rules and regulations of the NYSE. As of the date of this Agreement, there have not, since the Applicable Date, been any material complaints or concerns made through Parent’s whistleblower hot line or equivalent system for receipt of employee concerns regarding possible violations of Law, that remain outstanding or unresolved.

Parent Reports; Financial Statements. (i) Parent has delivered to the Company each registration statementfiled or furnished, reportas applicable, proxy statement or information statement prepared by the Parent since December 31on a timely basis, 2003all forms, or each such document is available on the SEC’s websitestatements, including (i) Parent’s Annual Report on Form 10-K for the year ended December 31certifications, 2003, reports and (ii) Parent’s Quarterly Reports on Form 10-Q for the periods ended March 31, 2004, June 30, 2004 and September 30, 2004, each in the form other documents (including exhibits, annexes financial statements and any amendments schedules thereto, and other information incorporated therein) required to be filed or furnished by it with the SEC pursuant to the Exchange Act or the Securities Act or any Contract governing any indebtedness of Parent requiring such filings to be made since the Applicable Date (collectivelythe forms, including any such statements, certifications, reports and documents filed or furnished since the Applicable Date and those filed or furnished subsequent to the date of this Agreementhereof, including any amendments thereto, the “Parent Reports”). Each of the Parent Reports, including any financial statements or schedules included therein, at the time of its filing or being furnished complied or, if not yet filed or furnished, will comply in all material respects with the requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act applicable to the Parent Reports. As of their respective dates (or, if amendedamended prior to, or after, the date hereof, as of the date of such amendment), the Parent Reports filed with or furnished to the SEC prior to the date hereof did not, and any Parent Reports filed with or furnished to the SEC subsequent to the date of this Agreement hereof will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. Each There are no outstanding or unresolved comments received from the SEC staff with respect to the Parent Reports. None of the consolidated balance sheets included in or incorporated by reference into the Parent Reports (including is, to the related notes and schedules) fairly presents, or will fairly presentknowledge of Parent, the consolidated financial position subject of Parent and its Subsidiaries as of its date and each of the consolidated statements of income and of changes in financial position included in or incorporated by reference into the Parent Reports (including any related notes and schedules) fairly presents, or will fairly present, the results of operations, retained earnings and changes in financial position, as the case may be, of Parent and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with GAAP consistently applied during the periods involved, except as may be noted therein. Since January 1, 2001, Parent has complied in all material respects with its reporting obligations under the Exchange Actongoing SEC review.

Parent Reports; Financial Statements. Parent has furnished or filed all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to be furnished or filed by Parent or Parent Utility Subs with the SEC since January 1, 2015 (such documents, together with all exhibits, financial statements, including the Parent Financial Statements, and schedules thereto and all information incorporated therein by reference, but excluding the Proxy Statement, being collectively referred to as the “Parent Reports”). Each Parent Report (i) at the time furnished or filed, complied in all material respects with the applicable requirements of the Exchange Act, the Securities Act or the Xxxxxxxx-Xxxxx Act of 2002 (including the rules and regulations promulgated thereunder), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent has delivered to the Company each registration statement, report, proxy statement or information statement prepared by the Parent since December 31, 2003, or each such document is available on the SEC’s website, including (i) Parent’s Annual Report on Form 10-K for the year ended December 31, 2003, and (ii) Parent’s Quarterly Reports on Form 10-Q for did not at the periods ended March 31, 2004, June 30, 2004 and September 30, 2004, each in the form time it was filed (including exhibits, annexes and any amendments thereto) filed with the SEC (collectively, including any such reports filed subsequent or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the “Parent Reports”). As of their respective dates (or, if amended, as of the date time of such filing or amendment), the Parent Reports did not, and any Parent Reports filed with the SEC subsequent to the date of this Agreement will not, ) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances in under which they were made, not misleading. Each of the consolidated balance sheets financial statements of Parent included in or incorporated by reference into the Parent Reports (including the related “Parent Financial Statements”) complied at the time it was filed as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was prepared in accordance with GAAP (except, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods and as of the dates involved (except as may be indicated in the notes thereto) and schedules) fairly presentspresents in all material respects, or will fairly presentin accordance with GAAP, the consolidated financial position of Parent and its Parent’s consolidated Subsidiaries as of its date the dates thereof and each of the consolidated statements of income and of changes in financial position included in or incorporated by reference into the Parent Reports (including any related notes and schedules) fairly presents, or will fairly present, the results of operations, retained earnings their operations and changes in financial position, as the case may be, of Parent and its Subsidiaries cash flows for the periods set forth therein shown (subject, in the case of unaudited quarterly financial statements, to notes and normal year-end audit adjustments that will not be material in amount or effectadjustments), in each case in accordance with GAAP consistently applied during the periods involved, except as may be noted therein. Since January 1, 2001, Parent has complied in all material respects with its reporting obligations under the Exchange Act.

Parent Reports; Financial Statements. (i) Parent has delivered made available to the Company each registration statement, report, proxy statement or information statement prepared by the Parent it since December 31April 30, 2003, or each such document is available on the SEC’s website1999, including (i) Parent’s 's Annual Report on Form 10-K for the year years ended December 31April 30, 20031999 and April 30, 2000 and (ii) Parent’s 's Quarterly Reports Report on Form 10-Q for the periods period ended March July 31, 2004, June 30, 2004 and September 30, 20042000, each in the form (including exhibits, annexes and any amendments thereto) filed with the SEC (collectively, including any such reports filed subsequent to the date of this Agreementhereof, the “Parent Reports”"PARENT REPORTS"). As of their respective dates (or, if amended, as of the date of such amendment)dates, the Parent Reports did not, and any Parent Reports filed with the SEC subsequent to the date of this Agreement hereof will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. Each of the consolidated balance sheets included in or incorporated by reference into the Parent Reports (including the related notes and schedules) fairly presentspresents in all material respects, or or, in the case of Parent Reports filed with the SEC subsequent to the date hereof, will fairly presentpresent in all material respects, the consolidated financial position of Parent and its Subsidiaries as of its date and each of the consolidated statements of income and of changes in financial position included in or incorporated by reference into the Parent Reports (including any related notes and schedules) fairly presentspresents in all material respects, or or, in the case of Parent Reports filed with the SEC subsequent to the date hereof, will fairly presentpresent in all material respects, the results of operations, retained earnings and changes in financial position, as the case may be, of Parent and its Subsidiaries on a consolidated basis for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with GAAP consistently applied during the periods involved, except as may be noted therein. Since January 1, 2001, Parent has complied in all material respects with its reporting obligations under the Exchange Act.

Parent Reports; Financial Statements. (i) The filings required to be made by Parent has delivered and, to the Company each registration statementextent applicable, report, proxy statement or information statement prepared by the Parent its Subsidiaries since December 31, 2003, or each such document is available on 2001 under the Securities Act and the Exchange Act have been filed with the SEC’s website, including all forms, registration, statements, reports, agreements (ioral or written) Parent’s Annual and all documents, exhibits, amendments and supplements appertaining thereto, and complied, as of their respective dates, in all material respects with all applicable requirements of the appropriate statutes and the rules and regulations thereunder (collectively, including any amendments of any such reports filed with or furnished to the SEC by Parent prior to the date hereof, the “Parent Reports”). Parent has made available to the Company (A) each Parent Report on Form 10-K for filed with or furnished to the year ended SEC by Parent pursuant to the Securities Act or the Exchange Act since December 31, 20032001, and (ii) Parent’s Quarterly Reports on Form 10-Q for prior to the periods ended March 31date hereof, 2004each, June 30in all material respects, 2004 and September 30, 2004, each in the form (including exhibits, annexes and any amendments thereto) filed with promulgated by the SEC under the Securities Act or the Exchange Act, as the case may be and (collectively, including any such reports filed subsequent B) each of Parent’s press releases released to the date public since January 1, 2004. None of this Agreement, the “Parent Reports”Reports (in the case of Parent Reports filed pursuant to the Securities Act). As of their respective dates (or, if amended, as of the date of such amendment)their effective dates, the Parent Reports did not, and any Parent Reports filed with the SEC subsequent to the date of this Agreement will not, contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements made therein not misleading. None of the Parent Reports (in the case of Parent Reports filed pursuant to the Exchange Act) as of the respective dates filed with the SEC or first mailed to stockholders, as applicable, contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances in under which they were made, not misleading. Each None of the consolidated balance sheets included in or incorporated by reference into the Parent Reports (including the related notes and schedules) fairly presents, or will fairly present, the consolidated financial position of Parent and its Subsidiaries as of its date and each of the consolidated statements of income and of changes in financial position included in or incorporated by reference into the Parent Reports (including any related notes and schedules) fairly presents, or will fairly present, the results of operations, retained earnings and changes in financial position, as the case may be, of Parent and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statementsParent Reports issued to the public as press releases) as of their respective release dates, contained any untrue statement of a material fact or omitted to notes and normal year-end audit adjustments that will not be state any material fact necessary in amount or effect)order to make the statements therein, in each case in accordance with GAAP consistently applied during the periods involvedlight of the circumstances under which they were made, except as may be noted therein. Since January 1, 2001, Parent has complied in all material respects with its reporting obligations under the Exchange Actnot misleading.

Parent Reports; Financial Statements. (a) Parent has furnished or filed all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to be furnished or filed by Parent with the SEC since January 1, 2012 (such documents, together with all exhibits, financial statements, including the Company Financial Statements, and schedules thereto and all information incorporated therein by reference, but excluding the Proxy Statement and the Form S-4, being collectively referred to as the “Parent Reports”). Each Parent Report (i) Parent has delivered to at the Company each registration statementtime filed, reportcomplied in all material respects with the requirements of the Exchange Act, proxy statement or information statement prepared by the Parent since December 31, 2003Securities Act, or each the Xxxxxxxx-Xxxxx Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such document is available on the SEC’s website, including (i) Parent’s Annual Parent Report on Form 10-K for the year ended December 31, 2003, and (ii) Parent’s Quarterly Reports on Form 10-Q for did not at the periods ended March 31, 2004, June 30, 2004 and September 30, 2004, each in the form time it was filed (including exhibits, annexes and any amendments thereto) filed with the SEC (collectively, including any such reports filed subsequent or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the “Parent Reports”). As of their respective dates (or, if amended, as of the date time of such filing or amendment), the Parent Reports did not, and any Parent Reports filed with the SEC subsequent to the date of this Agreement will not, ) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances in under which they were made, not misleading. Each of the consolidated balance sheets financial statements of Parent included in or incorporated by reference into the Parent Reports complied at the time it was filed as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was prepared in accordance with GAAP (including except, in the related case of unaudited quarterly financial statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods and as of the dates involved (except as may be indicated in the notes thereto) and schedules) fairly presents, or will fairly present, present in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries as of its date the dates thereof and each of the consolidated statements of income and of changes in financial position included in or incorporated by reference into the Parent Reports (including any related notes and schedules) fairly presents, or will fairly present, the results of operations, retained earnings their operations and changes in financial position, as the case may be, of Parent and its Subsidiaries cash flows for the periods set forth therein shown (subject, in the case of unaudited quarterly financial statements, to notes and normal year-end audit adjustments that will not be material in amount or effectadjustments), in each case in accordance with GAAP consistently applied during the periods involved, except as may be noted therein. Since January 1, 2001, Parent has complied in all material respects with its reporting obligations under the Exchange Act.

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

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

Parent Reports; Financial Statements. (i) The Parent has delivered to the ------------------------------------ Company each registration statement, report, proxy statement or information statement prepared by the Parent it since December 31August 1, 2003, or each such document is available on the SEC’s website2000, including (i) the Parent’s Annual 's Quarterly Report on Form 10-K for the year ended December 31, 2003, and (ii) Parent’s Quarterly Reports on Form 10-Q for the periods period ended March 31, 2004, June 30, 2004 and September 30, 2004, each 2000 in the form (including exhibits, annexes and any amendments thereto) filed with the SEC Securities and Exchange Commission (the "SEC") (collectively, including any such reports filed --- subsequent to the date of this Agreementhereof, the “"Parent Reports”"). As of their respective dates (or, if amended, as of the date of such amendment)-------------- dates, the Parent Reports did not, and any Parent Reports filed with the SEC subsequent to the date of this Agreement hereof will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. Each of the consolidated balance sheets included in or incorporated by reference into the Parent Reports (including the related notes and schedules) fairly presents, or will fairly present, the consolidated financial position of the Parent and its Subsidiaries as of its date and each of the consolidated statements of income and of changes in financial position included in or incorporated by reference into the Parent Reports (including any related notes and schedules) fairly presents, or will fairly present, the results of operations, retained earnings and changes in financial position, as the case may be, of the Parent and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with GAAP generally accepted accounting principles in the United States ("GAAP") consistently applied during the periods ---- involved, except as may be noted therein. Since January 1, 2001, Parent has complied in all material respects with its reporting obligations under the Exchange Act.

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

Parent Reports; Financial Statements. (ia) Since January 1, 2006, each of Parent and Merger Subs has delivered timely filed or otherwise furnished (as applicable) all registration statements, prospectuses, forms, reports, definitive proxy statements, schedules, statements and documents required to be filed by it under the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant to the Company each registration statement, report, proxy statement Xxxxxxxx-Xxxxx Act (such documents and any other documents filed by Parent or information statement prepared by the Parent since December 31, 2003, or each such document is available on any of its Subsidiaries with the SEC’s website, including (i) Parent’s Annual Report on Form 10-K for exhibits and other information incorporated therein, as they have been supplemented, modified or amended since the year ended December 31time of filing, 2003, and (ii) Parent’s Quarterly Reports on Form 10-Q for the periods ended March 31, 2004, June 30, 2004 and September 30, 2004, each in the form (including exhibits, annexes and any amendments thereto) filed with the SEC (collectively, including any such reports filed subsequent the “Parent SEC Documents”). As of their respective filing dates (or, if amended or superseded by a filing prior to the date of this Agreement, the “Parent Reports”). As of their respective dates (or, if amended, as of then on the date of such amendmentfiling), the Parent Reports SEC Documents (i) did not, and any Parent Reports filed with the SEC subsequent to the date of this Agreement will not, not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances in under which they were made, not misleading. Each misleading and (ii) complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of the SEC thereunder. None of Parent’s Subsidiaries are required to make any filings with the SEC. All of the audited consolidated balance sheets financial statements and unaudited consolidated interim financial statements of Parent and Parent’s Subsidiaries included in or incorporated by reference into the Parent Reports SEC Documents (including together with the related notes and schedulesschedules thereto, collectively, the “Parent Financial Statements”) (A) have been prepared from, and are in accordance with, the books and records of Parent and Parent’s Subsidiaries in all material respects, (B) have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments) and (C) fairly presents, or will fairly present, present in all material respects the consolidated financial position and the consolidated results of operations, cash flows and changes in stockholders’ equity of Parent and its Subsidiaries as of its date the dates and each of the consolidated statements of income and of changes in financial position included in or incorporated by reference into the Parent Reports (including any related notes and schedules) fairly presents, or will fairly present, the results of operations, retained earnings and changes in financial position, as the case may be, of Parent and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, referred to notes and normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with GAAP consistently applied during the periods involved, except as may be noted therein. Since January 1, 2001, Parent has complied in all material respects with its reporting obligations under the Exchange Act.

Parent Reports; Financial Statements. (ia) Except as set forth in Section 4.5(a) of the Parent Disclosure Letter, since January 1, 2011, each of Parent and Merger Sub has delivered timely filed or otherwise furnished (as applicable) all registration statements, prospectuses, forms, reports, definitive proxy statements, schedules, statements and other documents (including exhibits and other information incorporated by reference) required to be filed by it under the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant to the Company each registration statement, report, proxy statement Xxxxxxxx-Xxxxx Act (such documents and any other documents filed by Parent or information statement prepared by the Parent since December 31, 2003, or each such document is available on any of its Subsidiaries with the SEC’s website, including (i) Parent’s Annual Report on Form 10-K for exhibits and other information incorporated therein as they have been supplemented, modified or amended since the year ended December 31time of filing, 2003, and (ii) Parent’s Quarterly Reports on Form 10-Q for the periods ended March 31, 2004, June 30, 2004 and September 30, 2004, each in the form (including exhibits, annexes and any amendments thereto) filed with the SEC (collectively, including any such reports filed subsequent the “Parent SEC Documents”). As of their respective filing dates (or, if amended or superseded by a filing prior to the date of this Agreement, the “Parent Reports”). As of their respective dates (or, if amended, as of then on the date of such amendmentfiling), the Parent Reports SEC Documents (i) did not, and any Parent Reports filed with the SEC subsequent to the date of this Agreement will not, not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances in under which they were made, not misleading. Each misleading and (ii) complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of the SEC thereunder. All of the audited consolidated balance sheets financial statements and unaudited consolidated interim financial statements of Parent included in or incorporated by reference into the Parent Reports SEC Documents (including together with the related notes and schedulesschedules thereto, collectively, the “Parent Financial Statements”) (A) have been prepared from, and are in accordance with, the books and records of Parent and Parent’s Subsidiaries in all material respects, (B) have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments) and (C) fairly presents, or will fairly present, present in all material respects the consolidated financial position and the consolidated results of operations, cash flows and changes in stockholders’ equity of Parent and its Subsidiaries as of its date the dates and each of the consolidated statements of income and of changes in financial position included in or incorporated by reference into the Parent Reports (including any related notes and schedules) fairly presents, or will fairly present, the results of operations, retained earnings and changes in financial position, as the case may be, of Parent and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, referred to notes and normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with GAAP consistently applied during the periods involved, except as may be noted therein. Since January 1, 2001, Parent has complied in all material respects with its reporting obligations under the Exchange Act.

Parent Reports; Financial Statements. (ia) Except as set forth in Section 4.5(a) of the Parent Disclosure Letter, since July 1, 2010, each of Parent and Merger Sub has delivered timely filed or otherwise furnished (as applicable) all registration statements, prospectuses, forms, reports, definitive proxy statements, schedules, statements and documents required to be filed by it under the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant to the Company each registration statement, report, proxy statement Xxxxxxxx-Xxxxx Act (such documents and any other documents filed by Parent or information statement prepared by the Parent since December 31, 2003, or each such document is available on any of its Subsidiaries with the SEC’s website, including (i) Parent’s Annual Report on Form 10-K for exhibits and other information incorporated therein as they have been supplemented, modified or amended since the year ended December 31time of filing, 2003, and (ii) Parent’s Quarterly Reports on Form 10-Q for the periods ended March 31, 2004, June 30, 2004 and September 30, 2004, each in the form (including exhibits, annexes and any amendments thereto) filed with the SEC (collectively, including any such reports filed subsequent the “Parent SEC Documents”). As of their respective filing dates (or, if amended or superseded by a filing prior to the date of this Agreement, the “Parent Reports”). As of their respective dates (or, if amended, as of then on the date of such amendmentfiling), the Parent Reports SEC Documents (i) did not, and any Parent Reports filed with the SEC subsequent to the date of this Agreement will not, not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances in under which they were made, not misleadingmisleading and (ii) complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of the SEC thereunder. Each Parent SEC Document to be filed subsequent to the date of this Agreement will have complied in all material respects with the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, as the case may be. None of Parent’s Subsidiaries is required to make any filings with the SEC. All of the audited consolidated balance sheets financial statements and unaudited consolidated interim financial statements of Parent included in or incorporated by reference into the Parent Reports SEC Documents (including together with the related notes and schedulesschedules thereto, collectively, the “Parent Financial Statements”) (A) have been prepared from, and are in accordance with, the books and records of Parent and Parent’s Subsidiaries in all material respects, (B) have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments) and (C) fairly presents, or will fairly present, present in all material respects the consolidated financial position and the consolidated results of operations, cash flows and changes in stockholders’ equity of Parent and its Subsidiaries as of its date the dates and each of the consolidated statements of income and of changes in financial position included in or incorporated by reference into the Parent Reports (including any related notes and schedules) fairly presents, or will fairly present, the results of operations, retained earnings and changes in financial position, as the case may be, of Parent and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, referred to notes and normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with GAAP consistently applied during the periods involved, except as may be noted therein. Since January 1, 2001, Parent has complied in all material respects with its reporting obligations under the Exchange Act.

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

Parent Reports; Financial Statements. (a) Parent has furnished or filed all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to be furnished or filed by Parent or Parent Utility Sub with the SEC since January 1, 2014 (such documents, together with all exhibits, financial statements, including the Parent Financial Statements, and schedules thereto and all information incorporated therein by reference, but excluding the Proxy Statement/Prospectus, being collectively referred to as the “Parent Reports”). Each Parent Report (i) at the time furnished or filed, complied in all material respects with the applicable requirements of the Exchange Act, the Securities Act or the Xxxxxxxx-Xxxxx Act of 2002 (including the rules and regulations promulgated thereunder), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent has delivered to the Company each registration statement, report, proxy statement or information statement prepared by the Parent since December 31, 2003, or each such document is available on the SEC’s website, including (i) Parent’s Annual Report on Form 10-K for the year ended December 31, 2003, and (ii) Parent’s Quarterly Reports on Form 10-Q for did not at the periods ended March 31, 2004, June 30, 2004 and September 30, 2004, each in the form time it was filed (including exhibits, annexes and any amendments thereto) filed with the SEC (collectively, including any such reports filed subsequent or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the “Parent Reports”). As of their respective dates (or, if amended, as of the date time of such filing or amendment), the Parent Reports did not, and any Parent Reports filed with the SEC subsequent to the date of this Agreement will not, ) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances in under which they were made, not misleading. Each of the consolidated balance sheets financial statements of Parent included in or incorporated by reference into the Parent Reports (including the related “Parent Financial Statements”) complied at the time it was filed as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was prepared in accordance with GAAP (except, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods and as of the dates involved (except as may be indicated in the notes thereto) and schedules) fairly presentspresents in all material respects, or will fairly presentin accordance with GAAP, the consolidated financial position of Parent and its Parent’s consolidated Subsidiaries as of its date the dates thereof and each of the consolidated statements of income and of changes in financial position included in or incorporated by reference into the Parent Reports (including any related notes and schedules) fairly presents, or will fairly present, the results of operations, retained earnings their operations and changes in financial position, as the case may be, of Parent and its Subsidiaries cash flows for the periods set forth therein shown (subject, in the case of unaudited quarterly financial statements, to notes and normal year-end audit adjustments that will not be material in amount or effectadjustments), in each case in accordance with GAAP consistently applied during the periods involved, except as may be noted therein. Since January 1, 2001, Parent has complied in all material respects with its reporting obligations under the Exchange Act.

Parent Reports; Financial Statements. (i) Parent has delivered or made available to the Company true and complete copies of each registration statement, report, proxy statement or information statement prepared by it since September 30, 1998 (the "Parent since December 31, 2003, or each such document is available on the SEC’s websiteAudit Date"), including (ia) Parent’s 's Annual Report on Form 10-K for the year ended December 31September 30, 20031998, (b) Parent's definitive Proxy Statement for its 1999 Annual Meeting of Stockholders, and (iic) Parent’s 's Quarterly Reports on Form 10-Q for the quarterly periods ended December 31, 1998, March 31, 2004, 1999 and June 30, 2004 and September 30, 20041999, each in the form (including exhibits, annexes and any amendments thereto) filed with the SEC (collectively, including any such reports filed subsequent to between the date of this Agreementhereof and the Effective Time, the “"Parent Reports”"). As of their respective dates (ordates, if amendedthe Parent Reports complied, and any Parent Reports filed with the SEC between the date hereof and the Effective Time will comply, as to form in all material respects with the requirements of the date Securities Act or the Exchange Act, as applicable, and the rules and regulations of such amendment)the SEC. As of their respective dates, the Parent Reports did not, and any Parent Reports filed with the SEC subsequent to between the date of this Agreement hereof and the Effective Time will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in under which they were made, not misleading. Each of the consolidated balance sheets included in or incorporated by reference into the Parent Reports (including the related notes and schedules) fairly presents, or will fairly present, the consolidated financial position of Parent and its Subsidiaries as of its date and each of the consolidated statements of income and of changes in financial position included in or incorporated by reference into the Parent Reports (including any related notes and schedules) fairly presents, or will fairly present, the consolidated results of operations, retained earnings and changes in financial position, as the case may be, of Parent and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with GAAP consistently applied during the periods involved, except as may be noted therein. Since January 1, 2001, Parent has complied in all material respects with its reporting obligations under the Exchange Act.

Parent Reports; Financial Statements. (i) Parent has delivered made available to the Company each registration statement, report, form, proxy statement or information statement prepared or other document filed or furnished by it with or to the Parent SEC since December 3127, 2003, or each such document is available on 2003 (the SEC’s website“Parent Audit Date”), including (i) Parent’s Annual Report on Form 10-K for the year ended December 3127, 2003, 2003 and (ii) Parent’s Quarterly Reports on Form 10-Q for the periods ended March 31, 200427, June 30, 2004 26 and September 3025, 2004, each in the form (including exhibits, annexes and any amendments thereto) filed with the SEC (collectivelycollectively with each other, including any such reports registration statements, reports, forms, proxy or information statements or other documents so filed or furnished subsequent to the date of this AgreementAgreement and any amendments to any of the foregoing, the “Parent Reports”). Parent and its Subsidiaries have filed or furnished, as applicable, with or to the SEC all registration statements, reports, forms, proxy or information statements and other documents required to be so filed or furnished by them pursuant to applicable securities statutes, regulations, policies and rules since the Parent Audit Date. Each of the Parent Reports, at the time first filed with or furnished to the SEC, complied or will comply (as applicable) in all material respects with the applicable requirements of the Securities Act and Exchange Act and the rules and regulations thereunder. As of their respective dates (or, if amended, as of the date of such amendment)dates, the Parent Reports did not, and any Parent Reports filed with the SEC subsequent to the date of this Agreement will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. Each The Parent Reports included or will include all certificates required to be included therein pursuant to Sections 302 and 906 of the consolidated balance sheets included in or incorporated SOX Act, and the internal control report and attestation of Parent’s outside auditors required by reference into the Parent Reports (including the related notes and schedules) fairly presents, or will fairly present, the consolidated financial position of Parent and its Subsidiaries as of its date and each Section 404 of the consolidated statements of income and of changes in financial position included in or incorporated by reference into the Parent Reports (including any related notes and schedules) fairly presents, or will fairly present, the results of operations, retained earnings and changes in financial position, as the case may be, of Parent and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with GAAP consistently applied during the periods involved, except as may be noted therein. Since January 1, 2001, Parent has complied in all material respects with its reporting obligations under the Exchange SOX Act.

Parent Reports; Financial Statements. (i) Parent has delivered filed or furnished, as applicable, on a timely basis all forms, statements, reports and documents required to the Company each registration statement, report, proxy statement be filed or information statement prepared furnished by the Parent since December 31, 2003, or each such document is available on the SEC’s website, including (i) Parent’s Annual Report on Form 10-K for the year ended December 31, 2003, and (ii) Parent’s Quarterly Reports on Form 10-Q for the periods ended March 31, 2004, June 30, 2004 and September 30, 2004, each in the form (including exhibits, annexes and any amendments thereto) filed it with the SEC under the Exchange Act or the Securities Act since November 1, 2009 (the “Parent Applicable Date”) (collectively, including any such the forms, statements, reports and documents filed with or furnished to the SEC since the Parent Applicable Date, and those filed with or furnished to the SEC subsequent to the date of this Agreement, including any amendments thereto, the “Parent Reports”). Each of the Parent Reports was prepared in all material respects in accordance with the applicable requirements of the Securities Act, the Exchange Act and the rules and regulations thereunder and complied in all material respects with then applicable accounting standards. Each of the Parent Reports, at the time of its filing or being furnished complied, or if not yet filed or furnished, will comply, in all material respects with the applicable requirements of the Securities Act, the Exchange Act and Xxxxxxxx-Xxxxx, and any rules and regulations promulgated thereunder applicable to the Parent Reports. As of their respective dates (or, if amendedamended prior to the date of this Agreement, as of the date of such amendment), ) the Parent Reports did not, and any Parent Reports filed with or furnished to the SEC subsequent to the date of this Agreement will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. Each of the consolidated balance sheets included in or incorporated by reference into the Parent Reports (including the related notes and schedules) fairly presents, or will fairly present, the consolidated financial position of Parent and its Subsidiaries as of its date and each of the consolidated statements of income and of changes in financial position included in or incorporated by reference into the Parent Reports (including any related notes and schedules) fairly presents, or will fairly present, the results of operations, retained earnings and changes in financial position, as the case may be, of Parent and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with GAAP consistently applied during the periods involved, except as may be noted therein. Since January 1, 2001, to the extent that the information in such Parent Report has complied in all material respects with its reporting obligations under been amended or superseded by a later Parent Report filed prior to the Exchange Actdate of this Agreement.

Parent Reports; Financial Statements. (i) Parent has delivered filed or furnished, as applicable, on a timely basis all forms, statements, certifications, reports and documents required to the Company each registration statement, report, proxy statement be filed or information statement prepared furnished by the Parent since December 31, 2003, or each such document is available on the SEC’s website, including (i) Parent’s Annual Report on Form 10-K for the year ended December 31, 2003, and (ii) Parent’s Quarterly Reports on Form 10-Q for the periods ended March 31, 2004, June 30, 2004 and September 30, 2004, each in the form (including exhibits, annexes and any amendments thereto) filed it with the SEC pursuant to the Exchange Act or the Securities Act since the Applicable Date (collectivelythe forms, including any such statements, reports and documents filed or furnished since the Applicable Date and those filed or furnished subsequent to the date of this Agreement, including any amendments thereto, the “Parent Reports”). TMLP has filed or furnished, as applicable, on a timely basis all forms, statements, certifications, reports and documents required to be filed or furnished by it with the SEC pursuant to the Exchange Act or the Securities Act since the Applicable Date (the forms, statements, reports and documents filed or furnished since the Applicable Date and those filed or furnished subsequent to the date of this Agreement, including any amendments thereto, the “TMLP Reports”). Each of the Parent Reports and the TMLP Reports, at the time of its filing or being furnished complied, or if not yet filed or furnished, will when so filed or furnished, comply in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, and any rules and regulations promulgated thereunder applicable to the Parent Reports or the TMLP Reports, as applicable. As of their respective dates (or, if amendedamended prior to the date of this Agreement, as of the date of such amendment), the Parent Reports and the TMLP Reports did not, and any none of the Parent Reports and the TMLP Reports filed with or furnished to the SEC subsequent to the date of this Agreement will notwhen so filed or furnished, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. Each of the consolidated balance sheets included in or incorporated by reference into the Parent Reports (including the related notes and schedules) fairly presents, or will fairly present, the consolidated financial position of Parent and its Subsidiaries as of its date and each of the consolidated statements of income and of changes TMLP is in financial position included in or incorporated by reference into the Parent Reports (including any related notes and schedules) fairly presents, or will fairly present, the results of operations, retained earnings and changes in financial position, as the case may be, of Parent and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with GAAP consistently applied during the periods involved, except as may be noted therein. Since January 1, 2001, Parent has complied compliance in all material respects with its reporting obligations under the Exchange Actapplicable listing and corporate governance rules and regulations of the NYSE.

Parent Reports; Financial Statements. (i) Parent has delivered filed or furnished, as applicable, on a timely basis all forms, statements, certifications, reports and documents required to the Company each registration statement, report, proxy statement be filed or information statement prepared furnished by the Parent since December 31, 2003, or each such document is available on the SEC’s website, including (i) Parent’s Annual Report on Form 10-K for the year ended December 31, 2003, and (ii) Parent’s Quarterly Reports on Form 10-Q for the periods ended March 31, 2004, June 30, 2004 and September 30, 2004, each in the form (including exhibits, annexes and any amendments thereto) filed it with the SEC pursuant to the Exchange Act or the Securities Act since the Applicable Date (collectivelythe forms, including any such statements, reports and documents filed or furnished since the Applicable Date and those filed or furnished subsequent to the date of this Agreement, including any amendments thereto, the “Parent Reports”). MPLX has filed or furnished, as applicable, on a timely basis all forms, statements, certifications, reports and documents required to be filed or furnished by it with the SEC pursuant to the Exchange Act or the Securities Act since the Applicable Date (the forms, statements, reports and documents filed or furnished since the Applicable Date and those filed or furnished subsequent to the date of this Agreement, including any amendments thereto, the “MPLX Reports”). Each of the Parent Reports and the MPLX Reports, at the time of its filing or being furnished complied, or if not yet filed or furnished, will when so filed or furnished, comply in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, and any rules and regulations promulgated thereunder applicable to the Parent Reports or the MPLX Reports, as applicable. As of their respective dates (or, if amendedamended prior to the date of this Agreement, as of the date of such amendment), the Parent Reports and the MPLX Reports did not, and any none of the Parent Reports and the MPLX Reports filed with or furnished to the SEC subsequent to the date of this Agreement will notwhen so filed or furnished, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. Each of the consolidated balance sheets included in or incorporated by reference into the Parent Reports (including the related notes and schedules) fairly presents, or will fairly present, the consolidated financial position of Parent and its Subsidiaries as of its date and each of the consolidated statements of income and of changes MPLX is in financial position included in or incorporated by reference into the Parent Reports (including any related notes and schedules) fairly presents, or will fairly present, the results of operations, retained earnings and changes in financial position, as the case may be, of Parent and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with GAAP consistently applied during the periods involved, except as may be noted therein. Since January 1, 2001, Parent has complied compliance in all material respects with its reporting obligations under the Exchange Actapplicable listing and corporate governance rules and regulations of the NYSE.

Parent Reports; Financial Statements. (i) Parent has delivered filed or furnished, as applicable, on a timely basis all forms, statements, reports and documents required to be filed or furnished by it with the SEC under the Exchange Act or the Securities Act since January 1, 2004 (“the Applicable Date”) (the forms, statements, reports and documents filed or furnished since the Applicable Date, including any amendments thereto, to the Company each registration statement, report, proxy statement or information statement prepared by the Parent since December 31, 2003, or each such document is extent publicly available on through the SEC’s website, including (i) Parent’s Annual Report on Form 10-K for the year ended December 31, 2003, and (ii) Parent’s Quarterly Reports on Form 10-Q for the periods ended March 31, 2004, June 30, 2004 and September 30, 2004, each in the form (including exhibits, annexes and any amendments thereto) filed with the SEC (collectively, including any such reports filed subsequent to the date of this AgreementXXXXX system, the “Parent Reports”). Each of the Parent Reports, at the time of its filing or being furnished complied, or if not yet filed or furnished, will comply, in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, and any rules and regulations promulgated thereunder applicable to the Parent Reports. As of their respective dates (or, if amendedamended prior to the date hereof, as of the date of such amendment), ) the Parent Reports did not, and any Parent Reports filed or furnished with the SEC subsequent to the date of this Agreement hereof will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. Each of the consolidated balance sheets included Parent is in or incorporated by reference into the Parent Reports (including the related notes and schedules) fairly presents, or will fairly present, the consolidated financial position of Parent and its Subsidiaries as of its date and each of the consolidated statements of income and of changes in financial position included in or incorporated by reference into the Parent Reports (including any related notes and schedules) fairly presents, or will fairly present, the results of operations, retained earnings and changes in financial position, as the case may be, of Parent and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with GAAP consistently applied during the periods involved, except as may be noted therein. Since January 1, 2001, Parent has complied compliance in all material respects with its reporting obligations under the applicable listing and corporate governance rules and regulations of the NYSE. Except as permitted by the Exchange Act, including, Sections 13(k)(2) and (3) or rules of the SEC, since the enactment of the Xxxxxxxx-Xxxxx Act, Parent has not, directly or indirectly, including through any of its Subsidiaries, extended or maintained credit, arranged for the extension of credit or renewed an extension of credit in the form of a personal loan to or for any executive officer or trustee of Parent.

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

Parent Reports; Financial Statements. (i) Parent has delivered or made available to the Company true and complete copies of each registration statement, report, proxy statement or 30 information statement prepared by the Parent it since December 31, 2003, or each such document is available on 1997 (the SEC’s website"Parent Audit Date"), including (ia) Parent’s 's Annual Report on Form 10-K for the year ended December 31, 20031997, (b) Parent's definitive Proxy Statement for its 1998 Annual Meeting of Stockholders dated June 18, 1998, and (iic) Parent’s 's Quarterly Reports Report on Form 10-Q for the quarterly periods ended March 31, 2004, 31 and June 30, 2004 and September 30, 20041998, each in the form (including exhibits, annexes and any amendments thereto) filed with the SEC (collectively, including any such reports filed subsequent to the date of this Agreementhereof, the “"Parent Reports”"). As of their respective dates (ordates, if amendedthe Parent Reports complied, and any Parent Reports filed with the SEC subsequent to the date hereof will comply, as to form in all material respects with the requirements of the date Securities Act or the Exchange Act, as applicable, and the rules and regulations of such amendment)the SEC. As of their respective dates, the Parent Reports did not, and any Parent Reports filed with the SEC subsequent to the date of this Agreement hereof will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in under which they were made, not misleading. Each of the consolidated balance sheets included in or incorporated by reference into the Parent Reports (including the related notes and schedules) fairly presents, or will fairly present, the consolidated financial position of Parent and its Subsidiaries as of its date and each of the consolidated statements of income and of changes in financial position statements of cash flows included in or incorporated by reference into the Parent Reports (including any related notes and schedules) fairly presents, or will fairly present, the consolidated results of operations, retained earnings and changes in financial positioncash flows, as the case may be, of Parent and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to the absence of notes and normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with GAAP consistently applied during the periods involved, except as may be noted thereintherein or in SECTION 5.6. Since January 1, 2001, of the Parent has complied in all material respects with its reporting obligations under the Exchange ActDisclosure Schedule.

Parent Reports; Financial Statements. (i) Since December 25, 2005 (the “Parent Audit Date”), Parent has delivered filed each report or proxy statement required to be filed by Parent with the SEC since such date (collectively, including any other reports filed with the SEC subsequent to the Company each registration statementdate hereof and as amended, report, proxy statement or information statement prepared by the “Parent since December 31, 2003, or each such document is available on the SEC’s websiteReports”), including (ix) Parent’s Annual Report on Form 10-K for the year ended December 3125, 2003, 2005 and (iiy) Parent’s Quarterly Reports Report on Form 10-Q for the periods period ended March 3126, 2004, June 30, 2004 and September 30, 2004, each in the form 2006 (including exhibits, annexes and any amendments thereto) ). The Parent Reports are publicly and freely available on the SEC’s website, or copies thereof have otherwise been or, for Parent Reports filed with after the SEC date hereof will otherwise be, provided to the Company. The Parent Reports, at the time filed (collectivelyor if amended or superseded by a filing prior to the date of hereof, including any then on the date of such reports filing), complied, and each Parent Report filed subsequent to the date hereof will comply, in all material respects with the requirements of this Agreement, the “Parent Reports”). As of their respective dates (or, if amended, as of the date of such amendment), the Parent Reports applicable Securities Laws and did not, and any Parent Reports filed with the SEC subsequent to the date of this Agreement will not, at the time furnished or filed, contain any misrepresentation (as defined in the Securities Laws, as applicable) or any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances in under which they were made, not misleading. Each of the consolidated balance sheets included in or incorporated by reference into the Parent Reports (including the related notes and schedules) fairly presents, or will fairly present, the consolidated financial position of Parent and its Subsidiaries as of its date and each of the consolidated statements of income and of changes in financial position included in or incorporated by reference into the Parent Reports (including any related notes and schedules) fairly presents, or will fairly present, the results of operations, retained earnings and changes in financial position, as the case may be, of Parent and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with GAAP consistently applied during the periods involved, except as may be noted therein. Since January 1, 2001, Parent has complied in all material respects with its reporting obligations under the Exchange Act.

Parent Reports; Financial Statements. (i) Parent has delivered or made available to the Company true and complete copies of each registration statement, report, proxy statement or information statement prepared by the Parent it since December 31, 2003, or each such document is available on 1997 (the SEC’s website"Parent Audit Date"), including (ia) Parent’s 's Annual Report on Form 10-K for the year ended December 31, 20031997, (b) Parent's definitive Proxy Statement for its 1998 Annual Meeting of Stockholders dated June 18, 1998, and (iic) Parent’s 's Quarterly Reports Report on Form 10-Q for the quarterly periods ended March 31, 2004, 31 and June 30, 2004 and September 30, 20041998, each in the form (including exhibits, annexes and any amendments thereto) filed with the SEC (collectively, including any such reports filed subsequent to the date of this Agreementhereof, the “"Parent Reports”"). As of their respective dates (ordates, if amendedthe Parent Reports complied, and any Parent Reports filed with the SEC subsequent to the date hereof will comply, as to form in all material respects with the requirements of the date Securities Act or the Exchange Act, as applicable, and the rules and regulations of such amendment)the SEC. As of their respective dates, the Parent Reports did not, and any Parent Reports filed with the SEC subsequent to the date of this Agreement hereof will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in under which they were made, not misleading. Each of the consolidated balance sheets included in or incorporated by reference into the Parent Reports (including the related notes and schedules) fairly presents, or will fairly present, the consolidated financial position of Parent and its Subsidiaries as of its date and each of the consolidated statements of income and of changes in financial position statements of cash flows included in or incorporated by reference into the Parent Reports (including any related notes and schedules) fairly presents, or will fairly present, the consolidated results of operations, retained earnings and changes in financial positioncash flows, as the case may be, of Parent and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to the absence of notes and normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with GAAP consistently applied during the periods involved, except as may be noted thereintherein or in Section 5.6. Since January 1, 2001, of the Parent has complied in all material respects with its reporting obligations under the Exchange ActDisclosure Schedule.

Parent Reports; Financial Statements. (i) Parent has delivered made available to the Company each and filed with the SEC all required registration statementstatements, reportreports, proxy statement statements, schedules or information statement prepared by the Parent statements or other documents since December 31, 2003, or each such document is available on the SEC’s website2002, including (i) Parent’s 's Annual Report on Form 10-K for the year ended December 31, 2003, 2002 and (ii) Parent’s 's Quarterly Reports on Form 10-Q for the periods ended March 31, 2004, 2003 and June 30, 2004 and September 302003, 2004, each in the form (including exhibits, annexes and any amendments thereto) filed with the SEC (collectively, including any such reports filed subsequent to the date of this Agreementhereof, the “"Parent Reports”"). As of their respective dates (or, if amended, as of the date of such amendment)dates, the Parent Reports complied in all material respects as to form with all applicable requirements of the Securities Act and the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder and did not, and any Parent Reports filed with the SEC subsequent to the date of this Agreement hereof will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. Each of the consolidated balance sheets included in or incorporated by reference into the Parent Reports (including the related notes and schedules) fairly presents, or will fairly present, the consolidated financial position of Parent and its Subsidiaries as of its date and each of the consolidated statements of income and of changes in financial position included in or incorporated by reference into the Parent Reports (including any related notes and schedules) fairly presents, or will fairly present, the results of operations, retained earnings and changes in financial position, as the case may be, of Parent and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with GAAP Canadian generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein. Since January 1, 2001, Parent has complied in all material respects with its reporting obligations under the Exchange Act.

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

Parent Reports; Financial Statements. (i) Parent has delivered will deliver to the Company each registration statementa copy of its Form F-1 Registration Statement (the "FORM F-1"), reportto be filed the week of March 13, proxy statement or information statement prepared by 2000 (the Parent since December 31"PARENT AUDIT DATE"), 2003, or each such document is available on the SEC’s website, including (i) Parent’s Annual Report on Form 10-K for the year ended December 31, 2003, and (ii) Parent’s Quarterly Reports on Form 10-Q for the periods ended March 31, 2004, June 30, 2004 and September 30, 2004, each in the form (including exhibits, annexes and any amendments thereto) filed with the SEC (collectively, including any such reports filed subsequent to the date of this Agreement, the “Parent Reports”)SEC. As of their respective dates (or, if amended, as of the its date of such amendment)filing, the Parent Reports did not, Form F-1 and any Parent Reports registration statement, report, proxy statement or information statement filed with the SEC subsequent to the date of this Agreement hereof (collectively, the "PARENT REPORTS"), will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. Each of the consolidated balance sheets included in or incorporated by reference into the Parent Reports Form F-1 (including the related notes and schedules) fairly presents, or will fairly present, the consolidated financial position of Parent and its Subsidiaries as of its date and each of the consolidated statements of income and of income, changes in financial position shareholders equity and cash flows included in or incorporated by reference into the Parent Reports Form F-1 (including any related notes and schedules) fairly presents, or will fairly present, or will fairly present, the results of operations, retained earnings cash flows and changes in financial positionshareholders' equity, as the case may be, of Parent and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with GAAP consistently applied during the periods involved, except as may be noted therein. Since January 1, 2001, Parent has complied in all material respects with its reporting obligations under the Exchange Act.

Parent Reports; Financial Statements. (i) Parent has delivered or made available to the Company each registration statement, report, proxy statement or information statement prepared by the Parent it since December 31, 2003, or each such document is available on 1995 (the SEC’s website"PARENT AUDIT DATE"), including (i) Parent’s 's Annual Report on Form 10-K for the year ended December 31, 2003, 1995 and (ii) Parent’s 's or Parent's predecessor's Quarterly Reports on Form 10-Q for the periods ended March 31, 2004, 1996 and June 30, 2004 and September 30, 20041996, each in the form (including exhibits, annexes exhibits and any amendments thereto) filed with the SEC (collectively, including any such reports filed subsequent to the date of this Agreement, the “Parent Reports”"PARENT REPORTS"). As of their respective dates (or, if amended, as of the date of such amendment)dates, the Parent Reports did not, and any Parent Reports filed with the SEC subsequent to the date of this Agreement hereof will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. Each of the consolidated balance sheets included in or incorporated by reference into the Parent Reports (including the related notes and schedules) fairly presents, or will fairly present, the consolidated financial position of Parent and its Subsidiaries as of its date and each of the consolidated statements of income earnings, shareholders' equity and of changes in financial position cash flows included in or incorporated by reference into the Parent Reports (including any related notes and schedules) fairly presents, or will fairly present, the results of operations, retained earnings and changes in financial position, as the case may be, of Parent and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with GAAP consistently applied during the periods involved, except as may be noted therein. Since January 1, 2001, Parent has complied in all material respects with its reporting obligations under the Exchange Act.

Parent Reports; Financial Statements. (i) Parent has delivered or made available to the Company each registration statement, report, proxy statement or information statement prepared by the Parent it since December 31, 2003, or each such document is available on 1999 (the SEC’s website"Parent Audit Date"), including (ia) Parent’s 's Annual Report on Form 10-K for the year ended December 31, 2003, and 1999 (iib) Parent’s 's Quarterly Reports Report on Form 10-Q for the periods quarterly period ended March 31, 2004, June 30, 2004 2000 and September 30, 2004(c) Parent's definitive Proxy Statement for its 2000 Annual Meeting of Stockholders, each in the form (including exhibits, annexes and any amendments thereto) filed with the SEC (collectively, including any such reports filed subsequent to the date of this Agreementhereof, the “"Parent Reports”"). As of their respective dates (ordates, if amendedthe Parent Reports complied, and any Parent Reports filed with the SEC subsequent to the date hereof will comply, as to form in all material respects with the requirements of the date Securities Act or the Exchange Act, as applicable, and the rules and regulations of such amendment)the SEC. As of their respective dates, the Parent Reports did not, and any Parent Reports filed with the SEC subsequent to the date of this Agreement hereof will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances in under which they were made, not misleading. Each of the consolidated balance sheets included in or incorporated by reference into the Parent Reports (including the related notes and schedules) fairly presents, or will fairly present, in all material respects, the consolidated financial position of Parent and its Subsidiaries as of its date and each of the consolidated statements of income and of changes in financial position included in or incorporated by reference into the Parent Reports (including any related notes and schedules) fairly presents, or will fairly present, in all material respects, the consolidated results of operations, retained earnings and changes in financial position, as the case may be, of Parent and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that will not be material in amount or effectadjustments), in each case in accordance with GAAP consistently applied during the periods involved, except as may be noted therein. Since January 1, 2001, Parent has complied in all material respects with its reporting obligations under the Exchange Act.

Parent Reports; Financial Statements. (ia) Since January 1, 2006, each of Parent and Merger Sub has delivered timely filed or otherwise furnished (as applicable) all registration statements, prospectuses, forms, reports, definitive proxy statements, schedules, statements and documents required to be filed by it under the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant to the Company each registration statement, report, proxy statement or information statement prepared Sarbanes-Oxley Act (such documents and any other documents filed by the Parent since December 31, 2003, or each such document is available on Pxxxxx xx xxx xf its Subsidiaries with the SEC’s website, including (i) Parent’s Annual Report on Form 10-K for exhibits and other information incorporated therein, as they have been supplemented, modified or amended since the year ended December 31time of filing, 2003, and (ii) Parent’s Quarterly Reports on Form 10-Q for the periods ended March 31, 2004, June 30, 2004 and September 30, 2004, each in the form (including exhibits, annexes and any amendments thereto) filed with the SEC (collectively, including any such reports filed subsequent the "Parent SEC Documents"). As of their respective filing dates (or, if amended or superseded by a filing prior to the date of this Agreement, the “Parent Reports”). As of their respective dates (or, if amended, as of then on the date of such amendmentfiling), the Parent Reports SEC Documents (i) did not, and any Parent Reports filed with the SEC subsequent to the date of this Agreement will not, not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances in under which they were made, not misleading. Each misleading and (ii) complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, the Sarbanes-Oxley Act and the applicable rules and regulations of the SEX xxxxxxxxxx. None of Parent's Subsidiaries are required to make any filings with the SEC. All of the audited consolidated balance sheets financial statements and unaudited consolidated interim financial statements of Parent and Parent's Subsidiaries included in or incorporated by reference into the Parent Reports SEC Documents (including together with the related notes and schedulesschedules thereto, collectively, the "Parent Financial Statements") (A) have been prepared from, and are in accordance with, the books and records of Parent and Parent's Subsidiaries in all material respects, (B) have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments) and (C) fairly presents, or will fairly present, present in all material respects the consolidated financial position and the consolidated results of operations, cash flows and changes in stockholders' equity of Parent and its Subsidiaries as of its date the dates and each of the consolidated statements of income and of changes in financial position included in or incorporated by reference into the Parent Reports (including any related notes and schedules) fairly presents, or will fairly present, the results of operations, retained earnings and changes in financial position, as the case may be, of Parent and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, referred to notes and normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with GAAP consistently applied during the periods involved, except as may be noted therein. Since January 1, 2001, Parent has complied in all material respects with its reporting obligations under the Exchange Act.

Parent Reports; Financial Statements. (i) Parent has delivered to the Company each registration statementfiled or furnished, reportas applicable, proxy statement or information statement prepared by the Parent since December 31on a timely basis, 2003all forms, or each such document is available on the SEC’s websitestatements, including (i) Parent’s Annual Report on Form 10-K for the year ended December 31certifications, 2003, reports and (ii) Parent’s Quarterly Reports on Form 10-Q for the periods ended March 31, 2004, June 30, 2004 and September 30, 2004, each in the form other documents (including exhibits, annexes financial statements and any amendments schedules thereto, and other information incorporated therein) required to be filed or furnished by it with the SEC pursuant to the Exchange Act or the Securities Act or any Contract governing any indebtedness of Parent requiring such filings to be made since the Applicable Date (collectivelythe forms, including any such statements, certifications, reports and documents filed or furnished since the Applicable Date and those filed or furnished subsequent to the date of this Agreementhereof, including any amendments thereto, the “Parent Reports”). Each of the Parent Reports, including any financial statements or schedules included therein, at the time of its filing or being furnished complied or, if not yet filed or furnished, will comply in all material respects with the requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act applicable to the Parent Reports. As of their respective dates (or, if amendedamended prior to, or after, the date hereof, as of the date of such amendment), the Parent Reports filed with or furnished to the SEC prior to the date hereof did not, and any Parent Reports filed with or furnished to the SEC subsequent to the date of this Agreement hereof will 37 not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. Each There are no outstanding or unresolved comments received from the SEC staff with respect to the Parent Reports. None of the consolidated balance sheets included in or incorporated by reference into the Parent Reports (including is, to the related notes and schedules) fairly presents, or will fairly presentknowledge of Parent, the consolidated financial position subject of Parent and its Subsidiaries as of its date and each of the consolidated statements of income and of changes in financial position included in or incorporated by reference into the Parent Reports (including any related notes and schedules) fairly presents, or will fairly present, the results of operations, retained earnings and changes in financial position, as the case may be, of Parent and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with GAAP consistently applied during the periods involved, except as may be noted therein. Since January 1, 2001, Parent has complied in all material respects with its reporting obligations under the Exchange Actongoing SEC review.

Parent Reports; Financial Statements. (i) Parent has delivered or made available to the Company each registration statementtrue and complete copies of (a) the Listing Particulars relating to the merger of Xxxxxxxx Xxxxxxxxxxxx xxx xxx Xxxxxx XXX, report, proxy statement or information statement prepared by (x) the Parent since December 31, 2003, or each such document is available on Circular to Celltech Chiroscience Shareholders relating to the SEC’s website, including (i) Parent’s Annual Report on Form 10-K for the year ended December 31, 2003merger of Celltech Chiroscience plc and Medeva PLC, and (iic) Parent’s Quarterly Reports on Form 10-Q for the periods ended March 31, 2004, June 30, 2004 Circular to Medeva Shareholders and September 30, 2004, each in Explanatory Statement relating to the form (including exhibits, annexes merger of Medeva PLC and any amendments thereto) filed with the SEC Celltech Chiroscience plc (collectively, including any such similar reports filed or issued by Parent subsequent to the date of this Agreementhereof, the “"Parent Reports”"). As of their respective dates (ordates, if amendedthe Parent Reports filed or issued by Parent complied, and any Parent Reports filed with any regulatory authority subsequent to the date hereof will comply, as to form in all material respects with the requirements of the date applicable law. As of such amendment)their respective dates, the Parent Reports did not, and any Parent Reports filed with the SEC or issued subsequent to the date of this Agreement hereof will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in under which they were made, not misleading. Each of the consolidated balance sheets included in or incorporated by reference into the Parent Reports (including the related notes and schedules) fairly presents, or will fairly present, the consolidated financial position of Parent the company identified thereon and its Subsidiaries as of its date and each of the consolidated profit and loss accounts and statements of income and of cash flows (or changes in financial position position, as the case may be) included in or incorporated by reference into the Parent Reports (including any related notes and schedules) ), and fairly presents, or will fairly present, the consolidated results of operations, retained earnings operations and changes in financial positioncash flows, as the case may be, of Parent the company identified thereon and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to the absence of notes and normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with United Kingdom GAAP consistently applied during the periods involved, except as may be noted therein. Since January 1, 2001, Parent has complied in all material respects with its reporting obligations under the Exchange Act.

Parent Reports; Financial Statements. (i) Parent has delivered made, or, as appropriate, will make, available to the Company each registration statement, report, proxy statement or information statement prepared filed by the Parent it since December 31, 2003, or each such document is available on 1999 (the SEC’s website"Parent Audit Date") and prior to the Effective Time, including (i) Parent’s 's Annual Report on Form 10-K for the fiscal year ended December 31, 20031999, and (ii) Parent’s 's Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2004, 2000 and June 30, 2004 2000, (iii) Form 8-K filed with the SEC on June 28, 2000, (iv) Registration Statement on Form S-8 filed with the SEC on February 28, 2000, and September 30(v) Registration Statement on Form S-3 filed with the SEC on April 10, 20042000 and amendments thereto, each in the form (including exhibits, annexes and any amendments thereto) filed with the SEC (collectively, including amendments of any such reports filed subsequent to the date of this Agreementas amended, the “"Parent Reports”"). As The Parent Reports (i) were or will be filed on a timely basis, (ii) were or will be prepared in compliance in all material respects with the applicable requirements of their respective dates (or, if amendedthe Securities Act and the Exchange Act, as the case may be, and the rules and regulations of the date of SEC thereunder applicable to such amendment), the Parent Reports did notReports, and any Parent Reports (iii) did not or will not at the time they were or are filed with the SEC subsequent to the date of this Agreement will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein in such Parent Reports or necessary in order to make the statements made thereinin such Parent Reports, in the light of the circumstances in under which they were made, not misleading. No Subsidiary of the Parent is required to file any forms, reports or other documents with the SEC. Each of the consolidated balance sheets included in or incorporated by reference into the Parent Reports (including the related notes and schedules) fairly presents, or will fairly present, the consolidated financial position of Parent and its Subsidiaries as of its date and each of the consolidated statements of income and of changes in financial position included in or incorporated by reference into the Parent Reports (including any related notes and schedules) fairly presents, or will fairly present, the results of operations, retained earnings and changes in financial position, as the case may be, of Parent and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with GAAP consistently applied during the periods involved, except as may be noted therein. Since January 1, 2001, Parent has complied in all material respects with its reporting obligations under the Exchange Act.presents the

Parent Reports; Financial Statements. (i) Parent has delivered to the Company each registration statementfiled or furnished, reportas applicable, proxy statement or information statement prepared by the Parent since December 31on a timely basis all forms, 2003statements, or each such document is available on the SEC’s websitecertifications, including (i) Parent’s Annual Report on Form 10-K for the year ended December 31reports, 2003, schedules and (ii) Parent’s Quarterly Reports on Form 10-Q for the periods ended March 31, 2004, June 30, 2004 and September 30, 2004, each in the form documents (including exhibits, annexes exhibits and any amendments theretoother information incorporation therein) required to be filed or furnished by it with the SEC pursuant to the Exchange Act or the Securities Act since November 29, 2015 (collectivelythe forms, including any such statements, reports and documents filed or furnished since November 29, 2015 and those filed or furnished subsequent to the date of this Agreement, including any amendments thereto, the “Parent Reports”). Each of the Parent Reports, at the time of its filing or being furnished (or in the case of a registration statement under the Securities Act, at the time such registration statement was declared effective by the SEC) complied, or if not yet filed or furnished, will when so filed or furnished, comply in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Sxxxxxxx-Xxxxx Act, and any rules and regulations promulgated thereunder applicable to the Parent Reports. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to any Parent Reports and none of the Parent Reports (other than confidential treatment requests) is the subject of ongoing SEC review. There are no internal investigations, any SEC inquiries or investigations or other governmental inquiries or investigations pending or, to the Knowledge of Parent, threatened, in each case regarding any accounting practices of Parent (other than any such investigations or inquiries beginning or initiated after the date of this Agreement, that would not, individually or in the aggregate, reasonably be expected to materially and adversely affect Parent and its Subsidiaries taken as a whole). As of their respective dates (or, if amendedamended prior to the date of this Agreement, as of the date of such amendment), the Parent Reports did not, and any none of the Parent Reports filed with or furnished to the SEC subsequent to the date of this Agreement will notwhen so filed or furnished, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. Each of the consolidated balance sheets included Parent is in or incorporated by reference into the Parent Reports (including the related notes and schedules) fairly presents, or will fairly present, the consolidated financial position of Parent and its Subsidiaries as of its date and each of the consolidated statements of income and of changes in financial position included in or incorporated by reference into the Parent Reports (including any related notes and schedules) fairly presents, or will fairly present, the results of operations, retained earnings and changes in financial position, as the case may be, of Parent and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with GAAP consistently applied during the periods involved, except as may be noted therein. Since January 1, 2001, Parent has complied compliance in all material respects with its reporting obligations under the Exchange Actapplicable listing and corporate governance rules and regulations of the NYSE.

Parent Reports; Financial Statements. (i) Parent has delivered to the Company each registration statementfiled or furnished, reportas applicable, proxy statement or information statement prepared by the Parent since December 31, 2003, or each such document is available on the SEC’s website, including (iA) Parent’s Annual Report its annual report on Form 10-K for the year fiscal years ended December 31, 20032012 and 2011, and (iiB) Parent’s Quarterly Reports its quarterly reports on Form 10-Q for the periods its fiscal quarters ended March after December 31, 20042012, June 30(C) its proxy or information statements relating to meetings of, 2004 or actions taking without a meeting by, the shareholders of the Company held since December 31, 2012, and September 30(D) all other forms, 2004reports, each in the form (including exhibitsschedules, annexes and any amendments thereto) other statements required to be filed or furnished by it with the SEC under the Exchange Act or the Securities Act since the Applicable Date (collectively, including any such reports filed subsequent to the date of this Agreement, the “Parent Reports”). As of their its respective dates (ordate, and, if amended, as of the date of the last such amendment), each Parent Report complied in all material respects with the applicable requirements of the Securities Act, the Parent Reports did notExchange Act and SOX, and any Parent Reports filed with rules and regulations promulgated thereunder applicable to the SEC subsequent to Company Report. As of its respective date, and, if amended, as of the date of this Agreement will notthe last such amendment, contain no Parent Report contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. Each As of the consolidated balance sheets included in date hereof, there are no outstanding or incorporated unresolved comments from any comment letters received by reference into Parent from the SEC relating to reports, statements, schedules, registration statements or other filings made by Parent Reports (including with the related notes SEC. Parent has made available to the Company true and schedules) fairly presents, or will fairly present, complete copies of all written comment letters from the consolidated financial position of Parent and its Subsidiaries as of its date and each staff of the consolidated statements of income and of changes in financial position included in or incorporated by reference into the Parent Reports (including any related notes and schedules) fairly presents, or will fairly present, the results of operations, retained earnings and changes in financial position, as the case may be, of Parent and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with GAAP consistently applied during the periods involved, except as may be noted therein. Since SEC received since January 1, 20012010 through the date of this Agreement relating to Parent Reports and all written responses of Parent thereto through the date of this Agreement, Parent has complied in all material respects with its reporting obligations under the Exchange Actother than those letters publicly available on XXXXX.

Parent Reports; Financial Statements. (i) Parent has delivered or made available to the Company true and complete copies of each registration statement, report, proxy statement or information statement prepared by it since September 30, 1998 (the "Parent since December 31, 2003, or each such document is available on the SEC’s websiteAudit Date"), including (ia) Parent’s 's Annual Report on Form 10-K for the year ended December 31September 30, 20031998, (b) Parent's definitive Proxy Statement for its 1999 Annual Meeting of Stockholders, and (iic) Parent’s 's Quarterly Reports on Form 10-Q for the quarterly periods ended December 31, 1998, and March 31, 2004, June 30, 2004 and September 30, 20041999, each in the form (including exhibits, annexes and any amendments thereto) filed with the SEC (collectively, including any such reports filed subsequent to between the date of this Agreementhereof and the Effective Time, the “"Parent Reports”"). As of their respective dates (ordates, if amendedthe Parent Reports complied, and any Parent Reports filed with the SEC between the date hereof and the Effective Time will comply, as to form in all material respects with the requirements of the date Securities Act or the Exchange Act, as applicable, and the rules and regulations of such amendment)the SEC. As of their respective dates, the Parent Reports did not, and any Parent Reports filed with the SEC subsequent to between the date of this Agreement hereof and the Effective Time will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in under which they were made, not misleading. Each of the consolidated balance sheets included in or incorporated by reference into the Parent Reports (including the related notes and schedules) fairly presents, or will fairly present, the consolidated financial position of Parent and its Subsidiaries as of its date and each of the consolidated statements of income and of changes in financial position included in or incorporated by reference into the Parent Reports (including any related notes and schedules) fairly presents, or will fairly present, the consolidated results of operations, retained earnings and changes in financial position, as the case may be, of Parent and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with GAAP consistently applied during the periods involved, except as may be noted therein. Since January 1, 2001, Parent has complied in all material respects with its reporting obligations under the Exchange Act.

Parent Reports; Financial Statements. (i) Parent has delivered made, or, as appropriate, will make, available to the Company each registration statement, report, proxy statement or information statement prepared filed by the Parent it since December 31, 2003, or each such document is available on 1999 (the SEC’s website"Parent Audit Date") and ----------------- prior to the Effective Time, including (i) Parent’s 's Annual Report on Form 10-K for the fiscal year ended December 31, 20031999, and (ii) Parent’s 's Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2004, 2000 and June 30, 2004 2000, (iii) Form 8-K filed with the SEC on June 28, 2000, (iv) Registration Statement on Form S-8 filed with the SEC on February 28, 2000, and September 30(v) Registration Statement on Form S-3 filed with the SEC on April 10, 20042000 and amendments thereto, each in the form (including exhibits, annexes and any amendments thereto) filed with the SEC (collectively, including amendments of any such reports filed subsequent to the date of this Agreementas amended, the “"Parent Reports”"). As The Parent Reports (i) were or will -------------- be filed on a timely basis, (ii) were or will be prepared in compliance in all material respects with the applicable requirements of their respective dates (or, if amendedthe Securities Act and the Exchange Act, as the case may be, and the rules and regulations of the date of SEC thereunder applicable to such amendment), the Parent Reports did notReports, and any Parent Reports (iii) did not or will not at the time they were or are filed with the SEC subsequent to the date of this Agreement will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein in such Parent Reports or necessary in order to make the statements made thereinin such Parent Reports, in the light of the circumstances in under which they were made, not misleading. No Subsidiary of the Parent is required to file any forms, reports or other documents with the SEC. Each of the consolidated balance sheets included in or incorporated by reference into the Parent Reports (including the related notes and schedules) fairly presents, or will fairly present, presents the consolidated financial position of Parent and its Subsidiaries as of its date and each of the consolidated statements of income and of changes in financial position positions included in or incorporated by reference into the Parent Reports (including any related notes and schedules) fairly presents, or will fairly present, presents the consolidated results of operations, retained earnings operations and changes in financial positioncash flows, as the case may be, of Parent and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to the absence of notes and normal year-end audit adjustments that adjustments, which will not be material in amount or effectmaterial), in each case in accordance with GAAP consistently applied during the periods involved, except as may be noted therein. Since January 1, 2001, Parent has complied in all material respects with its reporting obligations under the Exchange Act.

Parent Reports; Financial Statements. (i) Parent has delivered to the Company each registration statementfiled or furnished, reportas applicable, proxy statement or information statement prepared by the Parent since December 31on a timely basis all forms, 2003statements, or each such document is available on the SEC’s websitecertifications, including (i) Parent’s Annual Report on Form 10-K for the year ended December 31reports, 2003, schedules and (ii) Parent’s Quarterly Reports on Form 10-Q for the periods ended March 31, 2004, June 30, 2004 and September 30, 2004, each in the form documents (including exhibits, annexes exhibits and any amendments theretoother information incorporation therein) required to be filed or furnished by it with the SEC pursuant to the Exchange Act or the Securities Act since November 29, 2015 (collectivelythe forms, including any such statements, reports and documents filed or furnished since November 29, 2015 and those filed or furnished subsequent to the date of this Agreement, including any amendments thereto, the “Parent Reports”). Each of the Parent Reports, at the time of its filing or being furnished (or in the case of a registration statement under the Securities Act, at the time such registration statement was declared effective by the SEC) complied, or if not yet filed or furnished, will when so filed or furnished, comply in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, and any rules and regulations promulgated thereunder applicable to the Parent Reports. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to any Parent Reports and none of the Parent Reports (other than confidential treatment requests) is the subject of ongoing SEC review. There are no internal investigations, any SEC inquiries or investigations or other governmental inquiries or investigations pending or, to the Knowledge of Parent, threatened, in each case regarding any accounting practices of Parent (other than any such investigations or inquiries beginning or initiated after the date of this Agreement, that would not, individually or in the aggregate, reasonably be expected to materially and adversely affect Parent and its Subsidiaries taken as a whole). As of their respective dates (or, if amendedamended prior to the date of this Agreement, as of the date of such amendment), the Parent Reports did not, and any none of the Parent Reports filed with or furnished to the SEC subsequent to the date of this Agreement will notwhen so filed or furnished, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. Each of the consolidated balance sheets included Parent is in or incorporated by reference into the Parent Reports (including the related notes and schedules) fairly presents, or will fairly present, the consolidated financial position of Parent and its Subsidiaries as of its date and each of the consolidated statements of income and of changes in financial position included in or incorporated by reference into the Parent Reports (including any related notes and schedules) fairly presents, or will fairly present, the results of operations, retained earnings and changes in financial position, as the case may be, of Parent and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with GAAP consistently applied during the periods involved, except as may be noted therein. Since January 1, 2001, Parent has complied compliance in all material respects with its reporting obligations under the Exchange Actapplicable listing and corporate governance rules and regulations of the NYSE.