Common use of Reports; Financial Statements Clause in Contracts

Reports; Financial Statements. The Company has filed with the SEC all required forms, reports, registration statements and documents required to be filed by it with the SEC since December 31, 1996. The Company has made or will make available to Parent each registration statement, report, proxy statement or information statement prepared by the Company since December 31, 1996, including the Company's Annual Report on Form 10-K for the years ended December 28, 1996, December 27, 1997 and December 26, 1998 and the Company's Quarterly Report on Form 10-Q for the quarters ended March 27, 1999 and June 26, 1999 in the form (including exhibits, annexes and any amendments thereto) filed with the SEC (collectively, including any such reports filed subsequent to the date of this Agreement, the "Company's Reports"). As of their respective dates, the Company's Reports complied as to form in all material respects with all applicable requirements under the Securities Act, the Exchange Act and the rules and regulations thereunder and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. Each of the consolidated balance sheets included in or incorporated by reference into the Company's Reports (including the related notes and schedules) fairly presents the consolidated financial position of the Company and its consolidated Subsidiaries as of its date and each of the consolidated statements of income, stockholders' equity and of cash flows included in or incorporated by reference into the Company's Reports (including any related notes and schedules) fairly presents the consolidated results of operations, retained earnings and cash flows, as the case may be, of the Company and its consolidated Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to the absence of notes (to the extent permitted by the rules applicable to Form 10-Q) and to 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. Except as set forth in Section 5.1(e) of the Company Disclosure Letter or except as may be reflected in any public filing made prior to the date of this Agreement with the SEC under Section 13 of the Exchange Act and the regulations promulgated thereunder, to the Company's knowledge, as of the date of this Agreement, no Person or "group" "beneficially owns" 5% or more of the Company's outstanding voting securities, with the terms "beneficially owns" and "group" having the meanings ascribed to them under Rule 13d-3 and Rule 13d-5 under the Exchange Act.

Reports; Financial Statements. The Company (a) Since September 30, 1999, ACQUIROR has timely filed with the SEC (i) all required forms, reports, registration statements and other documents required to be filed by it with (A) the SEC since December 31Securities and Exchange Commission ("SEC"), 1996. The Company has made or will make available to Parent each registration statementincluding, reportwithout limitation, proxy statement or information statement prepared by the Company since December 31, 1996, including the Company's (1) all Annual Report Reports on Form 10-K for the years ended December 28K, 1996, December 27, 1997 and December 26, 1998 and the Company's (2) all Quarterly Report Reports on Form 10-Q for the quarters ended March 27Q, 1999 (3) all proxy statements relating to meetings of stockholders (whether annual or special), (4) all Current Reports on Form 8-K, (5) all other reports or registration statements and June 26, 1999 in the form (including exhibits, annexes 6) all amendments and any amendments thereto) filed with the SEC supplements to all such reports and registration statements (collectively, including the "ACQUIROR SEC Reports") and (B) any other applicable state securities authorities and (ii) all forms, reports, statements and other documents required to be filed with any other applicable federal or state regulatory authorities, except where the failure to file any such reports forms, reports, statements or other documents referred to in this clause (ii) would not have a ACQUIROR Material Adverse Effect (all such forms, reports, statements and other documents in clauses (i) and (ii) of this Section 6.7(a) being referred to herein, collectively, as the "ACQUIROR Reports"). The ACQUIROR Reports, including all ACQUIROR Reports filed subsequent to after the date of this Agreement, Agreement and prior to the "Company's Reports"). As of their respective dates, the Company's Reports complied as to form Effective Date (x) were or will be prepared in all material respects in accordance with all the requirements of applicable requirements under Law (including, with respect to the ACQUIROR SEC Reports, the Securities Act, Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as the case may be, and the rules and regulations of the SEC thereunder applicable to such ACQUIROR SEC Reports) and (y) did not at the time they were filed, or will not at the time they are filed, 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 included in or incorporated by reference into the Company's Reports (including the related notes and schedules) fairly presents the consolidated financial position of the Company and its consolidated Subsidiaries as of its date and each of the consolidated statements of income, stockholders' equity and of cash flows included in or incorporated by reference into the Company's Reports (including any related notes and schedules) fairly presents the consolidated results of operations, retained earnings and cash flows, as the case may be, of the Company and its consolidated Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to the absence of notes (to the extent permitted by the rules applicable to Form 10-Q) and to 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. Except as set forth in Section 5.1(e) of the Company Disclosure Letter or except as may be reflected in any public filing made prior to the date of this Agreement with the SEC under Section 13 of the Exchange Act and the regulations promulgated thereunder, to the Company's knowledge, as of the date of this Agreement, no Person or "group" "beneficially owns" 5% or more of the Company's outstanding voting securities, with the terms "beneficially owns" and "group" having the meanings ascribed to them under Rule 13d-3 and Rule 13d-5 under the Exchange Act.

Reports; Financial Statements. The Company has filed with It has, and, to the SEC extent applicable, each of its then or current Subsidiaries has, made all required forms, reports, registration statements and documents filings required to be filed made by it with the SEC Securities and Exchange Commission (the "SEC") under the Exchange Act since December 31, 19961998 (collectively, including any such reports filed subsequent to the date hereof, the "Reports"); except that, notwithstanding the foregoing, the Company makes no representation or warranty whatsoever with respect to any such filing required to be made by Retek Inc., a Delaware corporation ("Retek"), since September 29, 2000. The Company has delivered or made or will make available to Parent each registration statement, report, proxy statement or information statement prepared (including reports on SEC Form 8-K) filed with the SEC by the Company it since December 31, 19962001 (the "Company Audit Date"), including the Company's including, without limitation, (i) its Annual Report on Form 10-K for the years year ended December 2831, 19962001, December 27and (ii) its Proxy Statement with respect to its 2002 Annual Meeting of Stockholders, 1997 and December 26, 1998 and the Company's Quarterly Report on Form 10-Q for the quarters ended March 27, 1999 and June 26, 1999 all in the form (including exhibits, annexes and any amendments thereto) filed with the SEC (collectively, including any such reports filed subsequent SEC. Parent has delivered or made available to the date of this AgreementCompany each registration statement, report, proxy statement or information statement (including reports on SEC Form 8-K) filed with the SEC by it since September 30, 2001 (the "Company's ReportsParent Audit Date"), including, without limitation, (i) its Annual Report on Form 10-K for the year ended September 30, 2001, (ii) its Quarterly Report for the quarter ended December 31, 2001, and (iii) its Proxy Statement with respect to its 2002 Annual Meeting of Stockholders, all in the form (including exhibits, annexes and any amendments thereto) filed with the SEC. As of their respective dates, the Company's Reports complied as did not, and any Reports filed with the SEC subsequent to form in all material respects with all applicable requirements under the Securities Actdate hereof will not, the Exchange Act and the rules and regulations thereunder and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. Each of the consolidated balance sheets included in or incorporated by reference into the Company's Reports (including the related notes and schedules) fairly presents presents, or will fairly present, the consolidated financial position of the Company it and its consolidated Subsidiaries as of its date and each of the consolidated statements of income, stockholders' equity income and of cash flows changes in financial position included in or incorporated by reference into the Company's Reports (including any related notes and schedules) fairly presents presents, or will fairly present, the consolidated results of operations, retained earnings and cash flowschanges in financial position, as the case may be, of the Company it and its consolidated Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to the absence of notes (to the extent permitted by the rules applicable to Form 10-Q) and to 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 ("GAAP") consistently applied during the periods involved, except as permitted by SEC Form 10-Q and except as may be noted therein. Except as set forth Other than the Reports specifically recited in Section 5.1(eclauses (i) and (ii) of the second sentence of this Section 5.1(e), the Company Disclosure Letter has not, on or except as may be reflected in any public filing made prior to the date of this Agreement hereof, filed any other definitive reports or statements with the SEC under Section 13 since the Company Audit Date. Other than the Reports specifically recited in clauses (i) through (iii) of the Exchange Act and the regulations promulgated thereunderthird sentence of this Section 5.1(e), Parent has not, on or prior to the Company's knowledgedate hereof, as of the date of this Agreement, no Person filed any other definitive reports or "group" "beneficially owns" 5% or more of the Company's outstanding voting securities, statements with the terms "beneficially owns" and "group" having SEC since the meanings ascribed to them under Rule 13d-3 and Rule 13d-5 under the Exchange ActParent Audit Date.

Reports; Financial Statements. The Company has (a) Since February 19, 1999, the Company, and to the best of the Company's knowledge, from January 1, 1997 until February 19, 1999, the Company's predecessor ABC Rail Products Corporation, have filed with the SEC all required forms, reports, registration statements reports and documents with the SEC required to be filed by it pursuant to the federal securities laws and the rules and regulations promulgated thereunder (collectively (together with the SEC since December 31, 1996. The Company has made or will make available to Parent each registration statement, report, proxy statement or information statement prepared by the Company since December 31, 1996, including the Company's Annual Report on Form 10-K for the years ended year ending December 2831, 19962000, December 27, 1997 and December 26, 1998 and the Company's Quarterly Report on Form 10-Q for the quarters ended March 27, 1999 and June 26, 1999 in the form (including exhibits, annexes and any amendments thereto) to be filed with the SEC (collectively, including any such reports filed subsequent within two days of the date hereof in the form previously provided to the date of this AgreementInvestors), the "Company's ReportsSEC Documents"). As , all of which have ------------- complied as of their respective dates, the Company's Reports complied as to form filing dates in all material respects with all applicable requirements under of the Securities Act, the Exchange Act and the rules and regulations thereunder and did not contain Exchange Act. None of such forms, reports or documents at the time filed contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances in under which they were made, not misleading. Each Except to the extent that information contained in any SEC Document has been revised or superseded by a later-filed SEC Document filed and publicly available prior to the date hereof, none of the consolidated balance sheets SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in or incorporated the SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by reference into Form 10-Q of the Company's Reports SEC), applied on a consistent basis during the periods involved (including except as may be indicated in the related notes thereto) and schedules) fairly presents present the consolidated financial position of the Company and its consolidated Subsidiaries Subsidiaries, as of its date the dates thereof and each of the consolidated statements of income, stockholders' equity and of cash flows included in or incorporated by reference into the Company's Reports (including any related notes and schedules) fairly presents the consolidated results of operations, retained earnings its operations and cash flows, as the case may be, of the Company and its consolidated Subsidiaries flows for the periods set forth therein then ended (subject, in the case of unaudited statements, to the absence of notes (to the extent permitted by the rules applicable to Form 10-Q) and to normal year-end audit adjustments that will that, individually or in the aggregate are not be material in amount or effect), in each case in accordance with GAAP consistently applied during to a fair presentation of the periods involved, except as may be noted therein. Except as set forth in Section 5.1(e) consolidated financial position of the Company Disclosure Letter or except as may be reflected in any public filing made prior to the date of this Agreement with the SEC under Section 13 of the Exchange Act and the regulations promulgated thereunder, to the Company's knowledge, as of the date of this Agreement, no Person or "group" "beneficially owns" 5% or more of the Company's outstanding voting securities, with the terms "beneficially owns" and "group" having the meanings ascribed to them under Rule 13d-3 and Rule 13d-5 under the Exchange Actits Subsidiaries).

Reports; Financial Statements. The Since May 1, 1995, the Company has timely filed with the SEC all required reports, schedules, forms, reports, registration statements and other documents required to be filed by it with (i) the Securities and Exchange Commission ("SEC") pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "1934 Act") (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents (other than exhibits) incorporated by reference therein, being hereinafter referred to as the "SEC since December 31, 1996Documents") and (ii) any other applicable state securities authorities. The Company has made or will make available delivered to Parent each registration statement, report, proxy statement or information statement prepared by the Company since December 31, 1996, including the Company's Annual Report on Form 10-K for the years ended December 28, 1996, December 27, 1997 Buyer true and December 26, 1998 and the Company's Quarterly Report on Form 10-Q for the quarters ended March 27, 1999 and June 26, 1999 in the form (including exhibits, annexes and any amendments thereto) filed with complete copies of the SEC (collectively, including any such reports filed subsequent to the date of this Agreement, the "Company's Reports")Documents. As of their respective dates, the Company's Reports complied as SEC Documents, including all SEC Documents filed after the date of this Agreement and prior to form the Closing Date, were or will be prepared in all material respects in accordance with all applicable the requirements under of the Securities Act, the Exchange 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and did not none of the SEC Documents, at the time they were or will be filed with the SEC, contained or will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances in under which they were made, not misleading. Each As of their respective dates, the consolidated balance sheets included in or incorporated by reference into the Company's Reports (including the related notes and schedules) fairly presents the consolidated financial position statements of the Company included in the SEC Documents complied or will comply as to form in all material respects with applicable accounting requirements and its consolidated Subsidiaries as of its date the published rules and each regulations of the consolidated SEC with respect thereto. Such financial statements of income, stockholders' equity and of cash flows included in have been or incorporated by reference into the Company's Reports (including any related notes and schedules) fairly presents the consolidated results of operations, retained earnings and cash flows, as the case may be, of the Company and its consolidated Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to the absence of notes (to the extent permitted by the rules applicable to Form 10-Q) and to normal year-end audit adjustments that will not be material in amount or effect), in each case prepared in accordance with GAAP generally accepted accounting principles, consistently applied applied, during the periods involved, involved (except (i) as may be noted therein. Except as set forth in Section 5.1(e) of the Company Disclosure Letter or except as may be reflected in any public filing made prior to the date of this Agreement with the SEC under Section 13 of the Exchange Act and the regulations promulgated thereunder, to the Company's knowledge, as of the date of this Agreement, no Person or "group" "beneficially owns" 5% or more of the Company's outstanding voting securities, with the terms "beneficially owns" and "group" having the meanings ascribed to them under Rule 13d-3 and Rule 13d-5 under the Exchange Act.be

Reports; Financial Statements. The Company has filed with the SEC all required forms, reports, registration statements and documents required to be filed by it with the SEC since December 31, 1996. The Company It has made or will make available to Parent the other party, each registration statement, report, proxy statement or information statement prepared by the Company it since December 31, 19961997 (the "Audit Date"), including the Company's its Annual Report on Form 10-K for the years year ended December 28, 1996, December 2731, 1997 and December 26, 1998 and the Company's Quarterly Report on Form 10-Q for the quarters ended March 27, 1999 and June 26, 1999 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 its "Company's Reports"). As of their respective dates, the Company's its Reports complied as to form in all material respects with all applicable requirements under the Securities Act, the Exchange Act and the rules and regulations thereunder and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. Each of the consolidated balance sheets included in or incorporated by reference into the Company's its Reports (including the related notes and schedules) fairly presents the consolidated financial position of the Company it and its consolidated Subsidiaries as of its date and each of the consolidated statements of income, stockholders' equity income and of cash flows included in or incorporated by reference into the Company's its Reports (including any related notes and schedules) fairly presents the consolidated results of operations, retained earnings and cash flows, as the case may be, of the Company it and its consolidated Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to the absence of notes (to the extent permitted by the rules applicable to Form 10-Q) and to normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with GAAP United States generally accepted accounting principles ("GAAP") consistently applied during the periods involved, except as may be noted therein. Except as set forth in Section 5.1(e) of Since the Company Disclosure Letter or except as may be reflected in any public filing made prior Audit Date, it and each Subsidiary required to the date of this Agreement make filings under Utilities Laws has filed with the SEC under Section 13 of applicable PUCs or the Exchange Act FCC, as the case may be, all material forms, statements, reports and documents (including exhibits, annexes and any amendments thereto) required to be filed by them, and each such filing complied in all material respects with all applicable laws, rules and regulations, other than such failures to file and non-compliance that are, individually or in the regulations promulgated thereunderaggregate, not reasonably likely to have a Material Adverse Effect on it or prevent or materially impair its ability to consummate the Company's transactions contemplated by this Agreement. To its knowledge, as of the date of this Agreementhereof, no Person or "group" "beneficially owns" 5% or more of the Company's its outstanding voting securities, with the terms "beneficially owns" and "group" having the meanings ascribed to them under Rule 13d-3 and Rule 13d-5 under the Exchange Act.

Reports; Financial Statements. The Company has filed with the SEC all required forms, reports, registration statements and documents required to be filed by it with the SEC since December 31, 1996. The Company has made or will make available to Parent each Each registration statement, report, proxy statement or information statement prepared by the Company Purchaser since December January 31, 19961999, including the CompanyPurchaser's Annual Report on Form 10-K for the years ended December 28January 31, 1996, December 27, 1997 1999 and December 26, 1998 and the CompanyPurchaser's Quarterly Report Reports on Form 10-Q for the quarters ended March 27April 30, 1999 and June 26July 31, 1999 in the form (including exhibits, annexes and any amendments thereto) filed with the SEC (collectively, including any such reports filed subsequent to the date of this Agreement, the "CompanyPurchaser's Reports"). As of their respective dates, the Company's Reports ) complied as to form in all material respects with all applicable requirements under the Securities Act, the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the rules and regulations thereunder and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. Each of the consolidated balance sheets included in or incorporated by reference into the CompanyPurchaser's Reports (including the related notes and schedules) fairly presents the consolidated financial position of the Company Purchaser and its consolidated Subsidiaries as of its date and each of the consolidated statements of income, stockholdersshareholders' equity investment and of cash flows included in or incorporated by reference into the CompanyPurchaser's Reports (including any related notes and schedules) fairly presents the consolidated results of operations, retained earnings statement of shareholders' investment and cash flows, as the case may be, of the Company Purchaser and its consolidated Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to the absence of notes (to the extent permitted by the rules applicable to Form 10-Q) and to 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. Except as set forth in Section 5.1(e) of the Company Disclosure Letter or except as may be reflected in any public filing made prior to the date of this Agreement with the SEC under Section 13 of the Exchange Act and the regulations promulgated thereunder, to the Company's knowledge, as of the date of this Agreement, no Person or "group" "beneficially owns" 5% or more of the Company's outstanding voting securities, with the terms "beneficially owns" and "group" having the meanings ascribed to them under Rule 13d-3 and Rule 13d-5 under the Exchange Act.

Reports; Financial Statements. The Company has filed with the SEC all required forms, reports, registration statements and documents required to be filed by it with the SEC since December 31, 1996. The Company has made or will make available to Parent each registration statement, report, proxy statement or information statement prepared by the Company since December 31, 1996, including the Company's ’s Annual Report on Form 10-K for the years ended December 2831, 1996, December 27, 1997 2009 and December 2631, 1998 2008 and the Company's Quarterly Report Reports on Form 10-Q for the quarters ended March 2731, 1999 2010, June 30, 2010 and June 26September 30, 1999 in 2010, and all Current Reports on Form 8-K filed to date (the form (including exhibits, annexes and any amendments thereto“Reports”) have been filed with the SEC (collectively, including any such reports filed subsequent to and the date of this Agreement, the "Company's Reports"). As of their respective dates, the Company's Reports complied as to form in all material respects with all the rules of the SEC applicable requirements under to such Reports on the Securities Actdate filed with the SEC, the Exchange Act and the rules and regulations thereunder and Reports did not contain contain, on the date of filing with the SEC, any untrue statement of a material fact fact, or omit to state a any 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 materially misleading. Each All of the consolidated balance sheets financial statements included in or incorporated by reference into the Company's Reports (including the related notes “Company Financial Statements”): (a) have been prepared from and schedules) fairly presents on the consolidated financial position basis of, and are in accordance with, the books and records of the Company and its consolidated Subsidiaries as of its date with generally accepted accounting principles applied on a basis consistent with prior accounting periods; (b) fairly and each of accurately present in all material respects the consolidated statements of income, stockholders' equity and of cash flows included in or incorporated by reference into the Company's Reports (including any related notes and schedules) fairly presents the consolidated results of operations, retained earnings and cash flows, as the case may be, financial condition of the Company as of the date of each such Company Financial Statement and the results of its consolidated Subsidiaries operations for the periods set forth therein specified; and (subject, c) in the case of unaudited the annual financial statements, to the absence of notes (to the extent permitted are accompanied by the rules applicable to Form 10-Q) and to normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with GAAP consistently applied during opinion of the periods involved, except as may be noted thereinCompany’s independent public accountants. Except as set forth in Section 5.1(e) of the Company Disclosure Letter or except as may be reflected in any public filing made prior to the date of this Agreement with the SEC under Section 13 of the Exchange Act and the regulations promulgated thereunder, to the Company's knowledgeFinancial Statements, as of the date hereof, the Company has no liabilities other than (x) liabilities which are reflected or reserved against in the Company Financial Statements and which remain outstanding and undischarged as of the date hereof, (y) liabilities arising in the ordinary course of business of the Company since September 30, 2010, or (z) liabilities incurred as a result of this Agreement, no Person Agreement or "group" "beneficially owns" 5% which were not required by generally accepted accounting principles to be reflected or more of reserved on the Company's outstanding voting securities, with the terms "beneficially owns" and "group" having the meanings ascribed to them under Rule 13d-3 and Rule 13d-5 under the Exchange ActCompany Financial Statements.

Reports; Financial Statements. The Company has timely filed with the SEC all required reports, schedules, forms, reports, registration statements and other documents required to be filed by it (including exhibits and all other information incorporated therein) with the SEC since December 31January 1, 1996. The Company has made or will make available to Parent each registration statement, report, proxy statement or information statement prepared by the Company since December 31, 1996, including the Company's Annual Report on Form 10-K for the years ended December 28, 1996, December 27, 1997 and December 26, 1998 and the Company's Quarterly Report on Form 10-Q for the quarters ended March 27, 1999 and June 26, 1999 in the form 2000 (including exhibits, annexes and any amendments thereto) filed with the SEC (collectively, including any such reports filed subsequent to the date of this Agreement, the "Company's ReportsCompany SEC Documents"). As of their respective datesdates or if amended, as of the date of the last such amendment, the Company's Reports Company SEC Documents complied as to form in all material respects with all applicable the requirements under of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the Exchange Act case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and did not contain none of the Company SEC Documents when filed or if amended, as of the date of the last such amendment (as supplemented by subsequently filed Company SEC Documents) contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances in under which they were made, not misleading. Each The financial statements of the consolidated balance sheets Company included in the Company SEC Documents comply as to form, as of their respective dates of filing with the SEC or incorporated if amended, as of the date of the last such amendment, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited statements, as permitted by reference into Form 10-Q of the Company's Reports SEC) applied on a consistent basis during the periods involved (including except as may be indicated in the related notes thereto) and schedules) fairly presents present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries subsidiaries as of its date the dates thereof and each of the consolidated statements of income, stockholders' equity and of cash flows included in or incorporated by reference into the Company's Reports (including any related notes and schedules) fairly presents the consolidated results of operations, retained earnings their operations and cash flows, as the case may be, of the Company and its consolidated Subsidiaries flows for the periods set forth therein then ended (subject, in the case of unaudited statements, to the absence of notes (to the extent permitted by the rules applicable to Form 10-Q) and to normal recurring 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. Except (A) as set forth reasonably reflected in Section 5.1(esuch financial statements or in the notes thereto, (B) for liabilities incurred in connection with this Agreement or the Transactions, a reasonable estimate of which has been disclosed to Parent by Company, or (C) for liabilities incurred in the ordinary course of business since the respective dates of such financial statements, neither the Company Disclosure Letter nor any of its subsidiaries has any undisclosed liabilities or except as may obligations of any nature, whether accrued, absolute or contingent, required by GAAP to be reflected on a balance sheet or disclosed in any public filing made prior to the date of this Agreement with notes thereto, which would have, individually or in the SEC under Section 13 of the Exchange Act and the regulations promulgated thereunderaggregate, to a material adverse effect on the Company's knowledge, as of the date of this Agreement, no Person or "group" "beneficially owns" 5% or more of the Company's outstanding voting securities, with the terms "beneficially owns" and "group" having the meanings ascribed to them under Rule 13d-3 and Rule 13d-5 under the Exchange Act.

Reports; Financial Statements. The Company has filed with the SEC all required forms, reports, registration statements and documents required to be filed by it with the SEC since December 31, 1996. The Company has made or will make available to Parent each registration statement, report, proxy statement or information statement prepared by the Company since December 31, 1996, including the Company's ’s Annual Report on Form 10-K for the years ended December 2831, 1996, December 27, 1997 2009 and December 2631, 1998 and the Company's 2010, Quarterly Report on Form 10-Q for the quarters quarter ended March 2731, 1999 2011 and June 26, 1999 in all Current Reports on Form 8-K filed to date (the form (including exhibits, annexes and any amendments thereto“Reports”) have been filed with the SEC (collectively, including any such reports filed subsequent to and the date of this Agreement, the "Company's Reports"). As of their respective dates, the Company's Reports complied as to form in all material respects with all the rules of the SEC applicable requirements under to such Reports on the Securities Actdate filed with the SEC, the Exchange Act and the rules and regulations thereunder and Reports did not contain contain, on the date of filing with the SEC, any untrue statement of a material fact fact, or omit to state a any 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 materially misleading. Each Other than as filed with the SEC, the Reports have not been amended, nor as of the date hereof has the Company filed any report on Form 8-K since April 13, 2011. All of the consolidated balance sheets financial statements included in or incorporated by reference into the Company's Reports (including the related notes “Company Financial Statements”): (a) have been prepared from and schedules) fairly presents on the consolidated financial position basis of, and are in accordance with, the books and records of the Company and its consolidated Subsidiaries as of its date with generally accepted accounting principles applied on a basis consistent with prior accounting periods; (b) fairly and each of accurately present in all material respects the consolidated statements of income, stockholders' equity and of cash flows included in or incorporated by reference into the Company's Reports (including any related notes and schedules) fairly presents the consolidated results of operations, retained earnings and cash flows, as the case may be, financial condition of the Company as of the date of each such Company Financial Statement and the results of its consolidated Subsidiaries operations for the periods set forth therein specified; and (subject, c) in the case of unaudited the annual financial statements, to the absence of notes (to the extent permitted are accompanied by the rules applicable to Form 10-Q) and to normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with GAAP consistently applied during opinion of the periods involved, except as may be noted thereinCompany’s independent public accountants. Except as set forth in Section 5.1(e) of the Company Disclosure Letter or except as may be reflected in any public filing made prior to the date of this Agreement with the SEC under Section 13 of the Exchange Act and the regulations promulgated thereunder, to the Company's knowledgeFinancial Statements, as of the date hereof, the Company has no liabilities other than (x) liabilities which are reflected or reserved against in the Company Financial Statements and which remain outstanding and undischarged as of the date hereof, (y) liabilities arising in the ordinary course of business of the Company since March 31, 2011, or (z) liabilities incurred as a result of this Agreement, no Person Agreement or "group" "beneficially owns" 5% which were not required by generally accepted accounting principles to be reflected or more of reserved on the Company's outstanding voting securities, with the terms "beneficially owns" and "group" having the meanings ascribed to them under Rule 13d-3 and Rule 13d-5 under the Exchange ActCompany Financial Statements.

Reports; Financial Statements. The (a) Except as set forth on Schedule 5.4, since January 1, 2004, the Company has filed all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) with the SEC all required forms, reports, registration statements Securities and documents Exchange Commission (the “SEC”) required to be filed by it with the SEC since December 31, 1996. The Company has made or will make available to Parent each registration statement, report, proxy statement or information statement prepared by the Company since December 31, 1996, including the Company's Annual Report on Form 10-K for the years ended December 28, 1996, December 27, 1997 and December 26, 1998 and the Company's Quarterly Report on Form 10-Q for the quarters ended March 27, 1999 and June 26, 1999 in the form (including exhibits, annexes and any amendments thereto) filed with the SEC (collectively, including any such reports filed subsequent to the date of this Agreementdocuments, the "Company's Reports"“Company SEC Documents”). As Except as set forth on Schedule 5.4, as of their respective dates, the Company's Reports Company SEC Documents complied as to form in all material respects with all applicable the requirements under of the Securities Act of 1933, as amended, (the “Securities Act”) or the Securities Exchange Act of 1934, as amended, (the Exchange Act Act”) as the case may be, and the rules and regulations of the SEC promulgated thereunder and did not contain applicable to such Company SEC Documents, and, as of their respective dates, none of the Company SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances in under which they were made, not misleading. Each Except as set forth on Schedule 5.4, the financial statements of the consolidated balance sheets Company included in or incorporated the Company SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as of their respective dates, were prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by reference into Form 10-Q of the Company's Reports SEC) applied on a consistent basis during the periods involved (including except as may be indicated in the related notes thereto) and schedules) present fairly presents in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of its date the dates thereof and each of the consolidated statements of income, stockholders' equity and of cash flows included in or incorporated by reference into the Company's Reports (including any related notes and schedules) fairly presents the consolidated results of operations, retained earnings their operations and cash flows, as the case may be, of the Company and its consolidated Subsidiaries flows for the periods set forth therein then ended (subject, in the case of unaudited statements, to the absence of notes (to the extent permitted by the rules applicable to Form 10-Q) and to 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. Except as set forth in Section 5.1(e) of the Company Disclosure Letter or except as may be reflected in any public filing made prior to the date of this Agreement with the SEC under Section 13 of the Exchange Act and the regulations promulgated thereunder, to the Company's knowledge, as of the date of this Agreement, no Person or "group" "beneficially owns" 5% or more of the Company's outstanding voting securities, with the terms "beneficially owns" and "group" having the meanings ascribed to them under Rule 13d-3 and Rule 13d-5 under the Exchange Act.

Reports; Financial Statements. (a) The Company has filed with or furnished to (as applicable) the SEC Securities and Exchange Commission (the “SEC”), on a timely basis, all required forms, reports, registration schedules, statements and other documents since and including January 1, 2005, under the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”) (together with all certifications required pursuant to be the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”)) (such documents and any other documents filed by it with the SEC since December 31, 1996. The Company has made or will make available to Parent each registration statement, report, proxy statement or information statement prepared by the Company with, or furnished by the Company to, the SEC, as have been amended since December 31the time of their filing or being furnished, 1996, including the Company's Annual Report on Form 10-K for the years ended December 28, 1996, December 27, 1997 and December 26, 1998 and the Company's Quarterly Report on Form 10-Q for the quarters ended March 27, 1999 and June 26, 1999 in the form (including exhibits, annexes and any amendments thereto) filed with the SEC (collectively, including any such reports filed subsequent to the date of this Agreement, the "Company's Reports"“Company SEC Documents”). As of their respective dates, the Company's Reports complied as to form in all material respects with all applicable requirements under the Securities Act, the Exchange Act and the rules and regulations thereunder and Company SEC Documents (i) did not (or with respect to the Company SEC Documents filed or furnished after 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 misleading and (ii) complied (or with respect to the Company SEC Documents filed or furnished after the date of this Agreement, will comply) with the applicable requirements of the consolidated balance sheets included in Exchange Act, the Securities Act or incorporated by reference into the Company's Reports (including the related notes and schedules) fairly presents the consolidated financial position of the Company and its consolidated Subsidiaries as of its date and each of the consolidated statements of income, stockholders' equity and of cash flows included in or incorporated by reference into the Company's Reports (including any related notes and schedules) fairly presents the consolidated results of operations, retained earnings and cash flowsXxxxxxxx-Xxxxx Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. All of the audited financial statements and unaudited interim financial statements of the Company included in the Company SEC Documents (collectively, the “Financial Statements”), (A) have been or will be, as the case may be, prepared from, are in accordance with, and its consolidated Subsidiaries for accurately reflect the books and records of the Company, (B) have been or will be, as the case may be, prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods set forth therein involved (subjectexcept as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, to the absence of notes (to the extent permitted by the rules applicable to Form 10-Q) for normal and to normal year-end audit recurring adjustments that will not be material in amount or effect), in each case in accordance with GAAP consistently applied during the periods involved, except effect and as may be noted therein. Except as set forth permitted by the SEC on Form 10-Q, Form 8-K or any successor or like form under the Exchange Act) and (C) fairly present or, in Section 5.1(e) the case of the Company Disclosure Letter or except as may be reflected in any public filing made prior to the date of this Agreement with the SEC under Section 13 of the Exchange Act and the regulations promulgated thereunder, to the Company's knowledge, as of Documents filed after the date of this Agreement, no Person or "group" "beneficially owns" 5% or more will fairly present the consolidated financial position and the results of operations and cash flows of the Company's outstanding voting securities, with Company and the terms "beneficially owns" Company Subsidiaries as of the times and "group" having for the meanings ascribed periods referred to them under Rule 13d-3 and Rule 13d-5 under the Exchange Acttherein.

Reports; Financial Statements. The Except as set forth in Section 3.4 of the Company Disclosure Schedule, the Company has filed with the SEC all required forms, reports, registration statements reports and documents required to be filed by it with the SEC since December 31January 1, 19961999, each of which has complied in all material respects with all applicable requirements of the Securities Act of 1933, as amended (the "SECURITIES ACT"), and the Securities Exchange Act of 1934, as amended (the "EXCHANGE Act"), and, in each case, the rules and regulations promulgated thereunder applicable to such forms, reports and documents, each as in effect on the dates such forms, reports and documents were filed, except to the extent that such forms, reports and documents have been modified or superceded by later forms, reports and documents filed prior to the date of this Agreement. The Company has made or will make available to Parent each registration statementParent, reportin the form filed with the SEC (including any amendments thereto), proxy statement or information statement prepared by the Company since December 31, 1996, including the Company's (i) its Annual Report Reports on Form 10-K for each of the fiscal years ended December 2831, 19961999, December 272000 and 2001, 1997 and December 26respectively, 1998 and (ii) all definitive proxy statements relating to the Company's Quarterly Report on Form 10-Q for meetings of stockholders (whether annual or special) held since January 1, 1999, and (iii) all other reports or registration statements filed by the quarters ended March 27, 1999 and June 26, 1999 in the form (including exhibits, annexes and any amendments thereto) filed Company with the SEC since January 1, 1999 (collectively, the "COMPANY SEC REPORTS"). Except as set forth in Section 3.4 of the Company Disclosure Schedule, none of such forms, reports or documents, including any financial statements or schedules included or incorporated by reference therein, contained, when filed, any untrue statement of a material fact or omitted to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except to the extent that such reports statements have been modified or superceded by later Company SEC Reports filed subsequent prior to the date of this Agreement, . The Company has complied in all material respects with the requirements of the Sarbanes-Oxley Act of 2002 (the "Company's ReportsS-O ACT"). As of their respective datesExcept as set forth in Sectixx 0.0 xx xxx Company Disclosure Schedule, the Company's consolidated financial statements of the Company included in the Company SEC Reports (except to the extent such statements have been amended or modified by later Company SEC Reports filed prior to the date of this Agreement) filed prior to the date of this Agreement complied as to form in all material respects with all applicable requirements under the Securities Act, the Exchange Act accounting standards and the published rules and regulations thereunder of the SEC with respect thereto and did not contain any untrue statement of a fairly present in all material fact or omit to state a material fact required to be stated therein or necessary to make the statements made thereinrespects, in light conformity with generally accepted accounting principles ("GAAP") (except, in the case of interim financial statements, as permitted by the applicable rules and regulations of the circumstances SEC) applied on a consistent basis during the periods involved (except as may be indicated in which they were madethe notes thereto), not misleading. Each of the consolidated balance sheets included in or incorporated by reference into the Company's Reports (including the related notes and schedules) fairly presents the consolidated financial position of the Company and its consolidated Subsidiaries subsidiaries as of its date the dates thereof and each of the consolidated statements of income, stockholders' equity and of cash flows included in or incorporated by reference into the Company's Reports (including any related notes and schedules) fairly presents the consolidated results of operations, retained earnings their operations and cash flows, as the case may be, of the Company and its consolidated Subsidiaries flows for the periods set forth therein then ended (subject, in the case of the unaudited interim financial statements, to the absence of notes (to the extent permitted by the rules applicable to Form 10-Q) and to 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. Except as set forth in Section 5.1(e) of the Company Disclosure Letter or except as may be reflected in any public filing made prior to the date of this Agreement with the SEC under Section 13 of the Exchange Act and the regulations promulgated thereunder, to the Company's knowledge, as of the date of this Agreement, no Person or "group" "beneficially owns" 5% or more of the Company's outstanding voting securities, with the terms "beneficially owns" and "group" having the meanings ascribed to them under Rule 13d-3 and Rule 13d-5 under the Exchange Act.

Reports; Financial Statements. The Company (a) Each of Foundation and its Subsidiaries has timely filed with the SEC or transmitted (as applicable) all required forms, reports, registration statements and documents certifications required to be filed or transmitted by it with or to the SEC since December 31January 1, 1996. The Company has made 2006 (such documents filed or will make available to Parent each registration statementotherwise transmitted since January 1, report, proxy statement or information statement prepared by the Company since December 31, 1996, including the Company's Annual Report on Form 10-K for the years ended December 28, 1996, December 27, 1997 and December 26, 1998 and the Company's Quarterly Report on Form 10-Q for the quarters ended March 27, 1999 and June 26, 1999 in the form (including exhibits, annexes and any amendments thereto) filed with the SEC (collectively, including any such reports filed subsequent to the date of this Agreement2006, the "Company's Foundation SEC Reports"). As of their respective dates, or, if amended, as of the Company's date of the last amendment prior to the date hereof, the Foundation SEC Reports complied as to form in all material respects with all applicable requirements under of the Securities Act of 1933, as amended (the "Securities Act"), the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 (the "Xxxxxxxx-Xxxxx Act") and, in each case, the rules and regulations thereunder and did not contain of the SEC promulgated thereunder. None of the Foundation SEC Reports, including any financial statements or schedules included or incorporated by reference therein, at the time filed or transmitted (or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing prior to the date hereof), contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances in under which they were made, not misleading. Each No executive officer of Foundation or any of its Subsidiaries has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the consolidated balance sheets included in Xxxxxxxx-Xxxxx Act with respect to any Foundation SEC Report. True, correct and complete copies of all Foundation SEC Reports filed or incorporated by reference into the Company's Reports (including the related notes and schedules) fairly presents the consolidated financial position of the Company and its consolidated Subsidiaries as of its date and each of the consolidated statements of income, stockholders' equity and of cash flows included in or incorporated by reference into the Company's Reports (including any related notes and schedules) fairly presents the consolidated results of operations, retained earnings and cash flows, as the case may be, of the Company and its consolidated Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to the absence of notes (to the extent permitted by the rules applicable to Form 10-Q) and to 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. Except as set forth in Section 5.1(e) of the Company Disclosure Letter or except as may be reflected in any public filing made furnished prior to the date of this Agreement with Agreement, whether or not required under applicable Law, have been furnished to Alpha or are publicly available in the Electronic Data Gathering, Analysis and Retrieval (XXXXX) database of the SEC. Prior to the date hereof, Foundation has made available to Alpha true, correct and complete copies of all substantive written correspondence between the SEC, on the one hand, and Foundation and its Subsidiaries, on the other hand, since January 1, 2006. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC under Section 13 staff. To the knowledge of the Exchange Act and the regulations promulgated thereunder, to the Company's knowledgeFoundation, as of the date of this Agreement, no Person or "group" "beneficially owns" 5% or more none of the Company's Foundation SEC Reports is the subject of ongoing SEC review or outstanding voting securities, with the terms "beneficially owns" and "group" having the meanings ascribed to them under Rule 13d-3 and Rule 13d-5 under the Exchange ActSEC comment.

Reports; Financial Statements. The Company has filed with the SEC all required forms, reports, registration statements and documents required to be filed by it with the SEC since December 31, 1996. The Company 3.1.5.1 Carnival has made or will make available to Parent P&O Princess copies of (A) each registration statement, report, proxy statement or information statement other document prepared by it or its Subsidiaries and filed with the Company United States Securities and Exchange Commission (the "SEC") since December 31November 30, 19962001 (the "Carnival Audit Date"), including the CompanyCarnival's Annual Report on Form 10-K for the years year ended December 28November 30, 1996, December 27, 1997 2001 and December 26, 1998 and the Company's Quarterly Report Reports on Form 10-Q for the quarters ended March 27February 28, 1999 2002, May 31, 2002 and June 26August 31, 1999 2002, each in the form (including exhibits, annexes and any amendments thereto) filed with the SEC (collectively, including any such reports registration statement, report, or other document filed with the SEC subsequent to the date of this Agreementhereof, the "Company's Carnival Reports") and (B) all circulars, reports and other documents distributed by Carnival to its shareholders since the Carnival Audit Date (it being understood that all documents filed with the SEC shall be deemed to have been made available for purposes of this Section 3.1.5.1). As of their respective dates, the Company's Carnival Reports complied as did not, and any Carnival Reports filed with the SEC subsequent to form in all material respects with all applicable requirements under the Securities Actdate hereof will not, the Exchange Act and the rules and regulations thereunder and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances in under which they were made, not misleading. Each of the consolidated balance sheets included in or incorporated by reference into the Company's Carnival Reports (including the related notes and schedules) fairly presents presents, or in the case of those filed with the SEC after the date hereof will fairly present, in all material respects, the consolidated financial position of the Company Carnival and its consolidated Subsidiaries as of its date and each of the related consolidated statements of incomeoperations, stockholdersshareholders' equity and of cash flows included in or incorporated by reference into the Company's Carnival Reports (including any related notes and schedules) fairly presents presents, or in the case of those filed with the SEC after the date hereof will fairly present, in all material respects, the consolidated results of operations, retained earnings and changes in cash flows, as the case may be, of the Company Carnival and its consolidated Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to the absence of notes (to the extent permitted by the rules applicable to Form 10-Q) and to normal year-end audit adjustments that will are not expected to be material in amount or effect), in each case in accordance with US GAAP consistently applied during the periods involved, involved except as may be noted therein. Except as set forth in Section 5.1(e) All of the Company Disclosure Letter or except Carnival Reports, as may be reflected in any public filing made prior to the date of this Agreement with the SEC under Section 13 of the Exchange Act their respective dates (and the regulations promulgated thereunder, to the Company's knowledge, as of the date of this Agreementany amendment to the respective Carnival Report), no Person complied, or "group" "beneficially owns" 5% or more in the case of those filed with the SEC after the date hereof will comply, as to form in all material respects with the applicable requirements of the Company's outstanding voting securities, with the terms "beneficially owns" Securities Act and "group" having the meanings ascribed to them under Rule 13d-3 and Rule 13d-5 under the Exchange Act. Except as disclosed in the Carnival Reports filed prior to the date hereof, Carnival and its consolidated Subsidiaries have not incurred any liabilities that are of a nature that would be required to be disclosed on a balance sheet of Carnival and its consolidated Subsidiaries or the footnotes thereto prepared in conformity with US GAAP, other than (A) liabilities incurred in the ordinary course of business consistent with past practice, (B) liabilities incurred in accordance with Section 4.1, (C) liabilities for Taxes in respect of income, profits or gains earned in the ordinary course of business or (D) liabilities that, individually or in the aggregate, have not had and are not reasonably likely to have a Material Adverse Effect with respect to Carnival.

Reports; Financial Statements. The Company Xxxxx.xxx has furnished to North Sky true and complete copies of its registration statement on Form S-1 as initially filed on December 30, 1998, together with all amendments thereto including its financial statements for the SEC all required forms, reports, registration statements and documents required to be filed by it with the SEC since period ended December 31, 1996. The Company has made or will make available to Parent 1996 and the years ended December 31, 1997 and December 31, 1998, contained therein, together with each registration statement, prospectus, report, proxy statement or information statement prepared by the Company Xxxxx.xxx since December 31its initial public offering on March 24, 19961999, including the Company's Annual Report on Form 10-K for the years ended December 28, 1996, December 27, 1997 and December 26, 1998 and the CompanyXxxxx.xxx's Quarterly Report on Form 10-Q for the quarters quarter ended March 27, 1999 and June 26September 30, 1999 in the form (including exhibits, annexes and any amendments thereto) filed with the SEC Securities and Exchange Commission ("SEC") (collectively, including any such reports filed subsequent to the date of this Agreement, the "CompanyXxxxx.xxx's SEC Reports"). As of their respective dates, the CompanyXxxxx.xxx's SEC Reports complied as to form in all material respects with all applicable requirements under the Securities Act of 1933, as amended (the "Securities Act, ") and the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the rules and regulations thereunder and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, therein not misleading. Each of the consolidated balance sheets included in or incorporated by reference into the CompanyXxxxx.xxx's SEC Reports (including the related notes and schedules) fairly presents the consolidated financial position balance sheet of the Company Xxxxx.xxx and its consolidated Subsidiaries subsidiaries as of its date and each of the consolidated statements of income, stockholdersshareholders' equity investment and of cash flows included in or incorporated by reference into the CompanyXxxxx.xxx's SEC Reports (including any related notes and schedules) fairly presents the consolidated results of operations, retained earnings statement of shareholders' investment and cash flows, as the case may be, of the Company Xxxxx.xxx and its consolidated Subsidiaries subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to the absence of notes (to the extent permitted by the rules applicable to Form form 10-Q) and to 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. Except as set forth in Section 5.1(e) of the Company Disclosure Letter or except as may be reflected in any public filing made prior to the date of this Agreement with the SEC under Section 13 of the Exchange Act and the regulations promulgated thereunder, to the Company's knowledge, as of the date of this Agreement, no Person or "group" "beneficially owns" 5% or more of the Company's outstanding voting securities, with the terms "beneficially owns" and "group" having the meanings ascribed to them under Rule 13d-3 and Rule 13d-5 under the Exchange Act.

Reports; Financial Statements. The (a) Since August 1, 1997 the Company and each Company Subsidiary has (i) filed with the SEC all required forms, reports, registration statements and other documents required to be filed by it with the SEC since December 31including, 1996without limitation, all FOCUS reports and all amendments and supplements to all such reports (the "Company SEC Reports"), (ii) filed all forms, reports, statements and other documents required to be filed with any Governmental Authorities including, without limitation, state authorities regulating the purchase and sale of securities, and (iii) filed all trade reports, filings, amendments to forms and other documents required by any Self Regulatory Organization (all such forms, reports, statements and other documents in clauses (i), (ii) and (iii) of this Section 3.9(a) being collectively referred to as the "Company Reports") except where the failure to file such Company Reports has not had or would not reasonably be expected to have a Material Adverse Effect on the Company. The Company has made or will make available to Parent copies of each registration statement, report, proxy statement or information statement prepared by of the Company since December 31, 1996, including the Company's Annual Reports and will promptly provide copies of each Company Report on Form 10-K for the years ended December 28, 1996, December 27, 1997 and December 26, 1998 and the Company's Quarterly Report on Form 10-Q for the quarters ended March 27, 1999 and June 26, 1999 in the form (including exhibits, annexes and any amendments thereto) filed with the SEC (collectively, including any such reports filed subsequent to after the date of this Agreement, . The Company Reports previously filed did not at the "Company's Reports"). As of their respective dates, time they were filed (after giving effect to any amendments filed before the Company's Reports complied as to form in all material respects with all applicable requirements under the Securities Act, the Exchange Act date hereof) and the rules and regulations thereunder and did Company Reports filed in the future 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 or will be made, not misleading. Each of the consolidated balance sheets included in or incorporated by reference into the Company's Reports (including the related notes and schedules) fairly presents the consolidated financial position of the Company and its consolidated Subsidiaries as of its date and each of the consolidated statements of income, stockholders' equity and of cash flows included in or incorporated by reference into the Company's Reports (including any related notes and schedules) fairly presents the consolidated results of operations, retained earnings and cash flows, as the case may be, of the Company and its consolidated Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to the absence of notes (to the extent permitted by the rules applicable to Form 10-Q) and to 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. Except as set forth in Section 5.1(e) of the Company Disclosure Letter or except as may be reflected in any public filing made prior to the date of this Agreement with the SEC under Section 13 of the Exchange Act and the regulations promulgated thereunder, to the Company's knowledge, as of the date of this Agreement, no Person or "group" "beneficially owns" 5% or more of the Company's outstanding voting securities, with the terms "beneficially owns" and "group" having the meanings ascribed to them under Rule 13d-3 and Rule 13d-5 under the Exchange Act.

Reports; Financial Statements. The Company has filed with the SEC all required forms, reports, registration statements and documents required to be filed by it with the SEC since December 31, 1996. The Company has made or will make available to Parent each registration statement, report, proxy statement or information statement prepared by the Company since December 31, 1996, including the Company's ’s Annual Report on Form 10-K for the years ended December 2831, 1996, December 27, 1997 2009 and December 2631, 1998 and the Company's 2010, Quarterly Report Reports on Form 10-Q for the quarters ended March 2731, 1999 2011 and June 2630, 1999 in 2011 and all Current Reports on Form 8-K filed to date (the form (including exhibits, annexes and any amendments thereto“Reports”) have been filed with the SEC (collectively, including any such reports filed subsequent to and the date of this Agreement, the "Company's Reports"). As of their respective dates, the Company's Reports complied as to form in all material respects with all the rules of the SEC applicable requirements under to such Reports on the Securities Actdate filed with the SEC, the Exchange Act and the rules and regulations thereunder and Reports did not contain contain, on the date of filing with the SEC, any untrue statement of a material fact fact, or omit to state a any 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 materially misleading. Each Other than as filed with the SEC, the Reports have not been amended, nor as of the date hereof has the Company filed any report on Form 8-K since August 30, 2011. All of the consolidated balance sheets financial statements included in or incorporated by reference into the Company's Reports (including the related notes “Company Financial Statements”): (a) have been prepared from and schedules) fairly presents on the consolidated financial position basis of, and are in accordance with, the books and records of the Company and its consolidated Subsidiaries as of its date with generally accepted accounting principles applied on a basis consistent with prior accounting periods; (b) fairly and each of accurately present in all material respects the consolidated statements of income, stockholders' equity and of cash flows included in or incorporated by reference into the Company's Reports (including any related notes and schedules) fairly presents the consolidated results of operations, retained earnings and cash flows, as the case may be, financial condition of the Company as of the date of each such Company Financial Statement and the results of its consolidated Subsidiaries operations for the periods set forth therein specified; and (subject, c) in the case of unaudited the annual financial statements, to the absence of notes (to the extent permitted are accompanied by the rules applicable to Form 10-Q) and to normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with GAAP consistently applied during opinion of the periods involved, except as may be noted thereinCompany’s independent public accountants. Except as set forth in Section 5.1(e) of the Company Disclosure Letter or except as may be reflected in any public filing made prior to the date of this Agreement with the SEC under Section 13 of the Exchange Act and the regulations promulgated thereunder, to the Company's knowledgeFinancial Statements, as of the date hereof, the Company has no liabilities other than (x) liabilities which are reflected or reserved against in the Company Financial Statements and which remain outstanding and undischarged as of the date hereof, (y) liabilities arising in the ordinary course of business of the Company since June 30, 2011, or (z) liabilities incurred as a result of this Agreement, no Person Agreement or "group" "beneficially owns" 5% which were not required by generally accepted accounting principles to be reflected or more of reserved on the Company's outstanding voting securities, with the terms "beneficially owns" and "group" having the meanings ascribed to them under Rule 13d-3 and Rule 13d-5 under the Exchange ActCompany Financial Statements.

Reports; Financial Statements. (i) The Company has timely filed with the SEC or furnished, as applicable, all required reports, schedules, forms, reports, registration statements and other documents (including exhibits and all other information incorporated therein) required to be filed by it or furnished with the SEC since December 31January 1, 1996. The Company has made or will make available to Parent each registration statement, report, proxy statement or information statement prepared by the Company since December 31, 1996, including the Company's Annual Report on Form 10-K for the years ended December 28, 1996, December 27, 1997 and December 26, 1998 and the Company's Quarterly Report on Form 10-Q for the quarters ended March 27, 1999 and June 26, 1999 in the form (including exhibits, annexes and any amendments thereto) filed with the SEC 2001 (collectively, the “Company SEC Documents”), and has previously made available or delivered to Parent true and complete copies of all Company SEC Documents, including any such reports filed subsequent to the date of this Agreement, the "Company's Reports")all exhibits thereto. As of their respective dates, the Company's Reports Company SEC Documents complied as to form in all material respects with all applicable the requirements under of the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, as the Exchange Act case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and did not contain none of the Company SEC Documents when filed (as supplemented or amended by subsequently filed Company SEC Documents filed prior to the date hereof) contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances in under which they were made, not misleading. Each The financial statements of the consolidated balance sheets Company included in or incorporated the Company SEC Documents comply as to form, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared (except, in the case of unaudited statements, as permitted by reference into Form 10 – Q of the Company's Reports SEC) in accordance with United States generally accepted accounting principles (including “GAAP”) applied on a consistent basis during the related periods involved (except as may be indicated in the notes thereto) and schedules) fairly presents present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries subsidiaries as of its date the dates thereof and each of the consolidated statements of income, stockholders' equity and of cash flows included in or incorporated by reference into the Company's Reports (including any related notes and schedules) fairly presents the consolidated results of operations, retained earnings their operations and cash flows, as the case may be, of the Company and its consolidated Subsidiaries flows for the periods set forth therein then ended (subject, in the case of unaudited statements, to the absence of notes (to the extent permitted by the rules applicable to Form 10-Q) and to normal recurring 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. Except (A) as set forth reflected in Section 5.1(esuch financial statements or in the notes thereto, (B) for liabilities incurred in connection with this Agreement or the Transactions or (C) for liabilities incurred in the ordinary course of business since the respective dates of such financial statements, neither the Company Disclosure Letter or except as may nor any of its subsidiaries has any liabilities required by GAAP to be reflected in any public filing made prior to the date of this Agreement with the SEC under Section 13 of the Exchange Act and the regulations promulgated thereunder, to the Company's knowledge, as of the date of this Agreement, no Person or "group" "beneficially owns" 5% or more of the Company's outstanding voting securities, with the terms "beneficially owns" and "group" having the meanings ascribed to them under Rule 13d-3 and Rule 13d-5 under the Exchange Acton a balance sheet which would have a Material Adverse Effect.

Reports; Financial Statements. The Company has (a) Since December 31, 1997, Xxxxx and its subsidiaries have filed with the SEC all required forms, reports, registration statements and other documents required to be filed by it with (A) the SEC since December 31Securities and Exchange Commission (the "SEC") including, 1996. The Company has made or will make available to Parent each registration statementwithout limitation, report(1) all Registration Statements filed under the Securities Act, proxy statement or information statement prepared by the Company since December 31, 1996, including the Company's (2) all Annual Report Reports on Form 10-K for the years ended December 28or 10-KSB, 1996, December 27, 1997 and December 26, 1998 and the Company's (3) all Quarterly Report Reports on Form 10-Q for or 10-QSB, (4) all proxy statements relating to meetings of stockholders (whether annual or special), (5) all Current Reports on Form 8-K and (6) all other reports, schedules, registration statements or other documents (collectively referred to as the quarters ended March 27"Xxxxx SEC Reports") and (B) any applicable state securities authorities and all forms, 1999 reports, statements and June 26, 1999 in the form (including exhibits, annexes and any amendments thereto) other documents required to be filed with any other applicable federal or state regulatory authorities, except where the SEC failure to file any such forms, reports, statements or other documents would not have a Xxxxx Material Adverse Effect (all such forms, reports, statements and other documents in clauses (i) and (ii) of this Section 3.06(a) being referred to herein, collectively, as the "Xxxxx Reports"). The Xxxxx Reports, including any such reports all Xxxxx Reports filed subsequent to after the date of this AgreementAgreement and prior to the Effective Time, including, without limitation, the "Company's Form S-4 relating to the Merger, (x) were or will be prepared in accordance with the requirements of applicable Law (including, with respect to Xxxxx SEC Reports"). As of their respective dates, the Company's Reports complied as to form in all material respects with all applicable requirements under Securities Act and the Securities Exchange Act, as the Exchange Act case may be, and the rules and regulations of the SEC thereunder applicable to such Xxxxx SEC Reports) and (y) did not at the time they were filed, or will not at the time they are filed, 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 are made, not misleading. Each of the consolidated balance sheets included in or incorporated by reference into the Company's Reports (including the related notes and schedules) fairly presents the consolidated financial position of the Company and its consolidated Subsidiaries as of its date and each of the consolidated statements of income, stockholders' equity and of cash flows included in or incorporated by reference into the Company's Reports (including any related notes and schedules) fairly presents the consolidated results of operations, retained earnings and cash flows, as the case may be, of the Company and its consolidated Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to the absence of notes (to the extent permitted by the rules applicable to Form 10-Q) and to 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. Except as set forth in Section 5.1(e) of the Company Disclosure Letter or except as may be reflected in any public filing made prior to the date of this Agreement with the SEC under Section 13 of the Exchange Act and the regulations promulgated thereunder, to the Company's knowledge, as of the date of this Agreement, no Person or "group" "beneficially owns" 5% or more of the Company's outstanding voting securities, with the terms "beneficially owns" and "group" having the meanings ascribed to them under Rule 13d-3 and Rule 13d-5 under the Exchange Act.

Reports; Financial Statements. The Company has filed with the SEC all required forms, reports, registration statements and documents required to be filed by it with the SEC since December 31, 19962.1.5.1. The Company AirTouch has made or will make available to Parent Vodafone copies of each registration statement, report, proxy statement or information statement prepared by it or its Subsidiaries and filed with the Company SEC since December 31, 19961997 (December 31, 1997 being the "AIRTOUCH AUDIT DATE"), including the CompanyAirTouch's Annual Report on Form 10-K for the years year ended December 2831, 19961998, December 27, 1997 and December 26, 1998 and the Company's Quarterly Report on Form 10-Q for the quarters ended March 27, 1999 and June 26, 1999 each in the form (including exhibits, annexes and any amendments thereto) filed with the SEC (collectively, including any such reports registration statement, report, proxy statement or information statement filed with the SEC subsequent to the date of this Agreementhereof, the "Company's ReportsAIRTOUCH REPORTS"). As of their respective dates, the Company's AirTouch Reports (i) complied as to form in all material respects with with, and any AirTouch Reports filed subsequent to the date hereof will comply in all material respects with, any applicable requirements under of the Securities Act, Act and the Exchange Act and the rules and regulations of the SEC promulgated thereunder and (ii) did not not, and any AirTouch Reports filed with the SEC subsequent to the date 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 of AirTouch and its Subsidiaries included in or incorporated by reference into the Company's AirTouch Reports (including the related notes and schedules) fairly presents presents, or will fairly present, in all material respects, the consolidated financial position of the Company AirTouch and its consolidated Subsidiaries as of its date date, and each of the related consolidated statements of income, stockholders' equity and of cash flows included in or incorporated by reference into the Company's AirTouch Reports (including any related notes and schedules) fairly presents presents, or will fairly present, in all material respects, the consolidated results of operations, retained earnings and cash flows, as the case may be, of the Company AirTouch and its consolidated Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to the absence of notes (to the extent permitted by the rules applicable to Form 10-Q) and to 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 ("U.S. GAAP") consistently applied during the periods involved, involved except as may be noted therein. Except as set forth in Section 5.1(e2.1.5.2. Vodafone has made available to AirTouch copies of (A) of the Company Disclosure Letter each registration statement, report or except as may be reflected in any public filing made prior to the date of this Agreement annual report prepared by it or its Subsidiaries and filed with the SEC under Section 13 of the Exchange Act and the regulations promulgated thereunder, to the Company's knowledge, as of the date of this Agreement, no Person or "group" "beneficially owns" 5% or more of the Company's outstanding voting securities, with the terms "beneficially owns" and "group" having the meanings ascribed to them under Rule 13d-3 and Rule 13d-5 under the Exchange Act.15

Reports; Financial Statements. The Except as set forth in Section 3.4 of the Company Disclosure Schedule, the Company has timely filed with the SEC all required forms, reports, registration statements reports and documents required to be filed by it with the SEC since December 31January 1, 19962004, each of which has complied in all material respects with all applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and, in each case, the rules and regulations promulgated thereunder applicable to such forms, reports and documents, each as in effect on the dates such forms, reports and documents were filed, except to the extent that such forms, reports and documents have been modified, amended or superseded by later forms, reports and documents filed prior to the date of this Agreement. The Company has made or will make available to Parent each registration statementParent, reportin the form filed with the SEC (including any amendments thereto), proxy statement or information statement prepared by the Company since December 31, 1996, including the Company's (i) its Annual Report Reports on Form 10-K for each of the fiscal years ended December 2831, 19962003, December 272004 and 2005, 1997 and December 26respectively, 1998 and (ii) all definitive proxy statements relating to the Company's Quarterly Report on Form 10-Q for ’s meetings of stockholders (whether annual or special) held since January 1, 2004, and (iii) all other reports or registration statements filed by the quarters ended March 27, 1999 and June 26, 1999 in the form (including exhibits, annexes and any amendments thereto) filed Company with the SEC since January 1, 2004 (collectively, the “Company SEC Reports”). The Company has made available to the Parent copies of all SEC comment letters addressed to the Company since January 1, 2004. Except as set forth in Section 3.4 of the Company Disclosure Schedule, none of such forms, reports or documents, including any financial statements or schedules included or incorporated by reference therein, contained, when filed, any untrue statement of a material fact or omitted to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except to the extent that such reports statements have been modified, amended or superseded by later Company SEC Reports filed subsequent prior to the date of this Agreement. The Company has complied in all material respects with the requirements of the Xxxxxxxx-Xxxxx Act of 2002 (the “S-Ox Act”), including, without limitation, all certifications and internal controls required pursuant to the S-Ox Act. Except as set forth in Section 3.4 of the Company Disclosure Schedule, the "Company's Reports"). As consolidated financial statements of their respective dates, the Company's Company included in the Company SEC Reports (except to the extent such statements have been amended or modified by later Company SEC Reports filed prior to the date of this Agreement) filed prior to the date of this Agreement complied as to form in all material respects with all applicable requirements under the Securities Act, the Exchange Act accounting standards and the published rules and regulations thereunder of the SEC with respect thereto and did not contain any untrue statement of a fairly present in all material fact or omit to state a material fact required to be stated therein or necessary to make the statements made thereinrespects, in light conformity with generally accepted accounting principles (“GAAP”) (except, in the case of interim financial statements, as permitted by the applicable rules and regulations of the circumstances SEC) applied on a consistent basis during the periods involved (except as may be indicated in which they were madethe notes thereto), not misleading. Each of the consolidated balance sheets included in or incorporated by reference into the Company's Reports (including the related notes and schedules) fairly presents the consolidated financial position of the Company and its consolidated Subsidiaries subsidiaries as of its date the dates thereof and each of the consolidated statements of income, stockholders' equity and of cash flows included in or incorporated by reference into the Company's Reports (including any related notes and schedules) fairly presents the consolidated results of operations, retained earnings their operations and cash flows, as the case may be, of the Company and its consolidated Subsidiaries flows for the periods set forth therein then ended (subject, in the case of the unaudited interim financial statements, to the absence of notes (to the extent permitted by the rules applicable to Form 10-Q) and to normal year-end audit adjustments adjustments). There are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any Company SEC Reports. The Company maintains a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance (i) that will not be material the Company maintains records that in amount or effect)reasonable detail accurately and fairly reflect its transactions and dispositions of assets, in each case (ii) that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP consistently applied during GAAP, (iii) that receipts and expenditures are executed only in accordance with authorizations of management and the periods involvedCompany Board and (iv) regarding prevention of timely detection of the unauthorized acquisition, except as may be noted thereinuse or disposition of the Company’s assets that could have a material effect on the Company’s consolidated financial statements. Except as set forth disclosed in Section 5.1(e) of the Company Disclosure Letter or except as may be reflected in any public filing made prior to SEC Reports, the date of this Agreement with the SEC under Section 13 of the Exchange Act and the regulations promulgated thereunder, to the Company's knowledge, Company has not identified as of the date of this Agreement, no Person hereof any material weaknesses in the design or "group" "beneficially owns" 5% or more operation of the Company's outstanding voting securities’s internal control over financial reporting. There are no SEC inquiries or investigations, with other governmental inquiries or investigations or internal investigations pending or, to the terms "beneficially owns" and "group" having Knowledge of the meanings ascribed to them under Rule 13d-3 and Rule 13d-5 under Company, threatened in each case regarding any accounting practices of the Exchange ActCompany or any malfeasance by any director or executive officer of the Company.

Reports; Financial Statements. The Company has filed with the SEC all required forms, reports, registration statements and documents required to be filed by it with the SEC since December 31, 1996. The Company It has made or will make available to Parent the other party each registration statement, report, proxy statement or information statement prepared by the Company it since December 31, 1996, including the Company's without limitation its Annual Report on Form 10-K for the years ended December 2831, 1996, December 2731, 1997 and December 2631, 1998 and the Company's Quarterly Report on Form 10-Q for the quarters ended March 27, 1999 and June 26, 1999 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 Agreement, the its "Company's ReportsREPORTS"). As of their respective dates, the Company's its Reports complied complied, as to form in all material respects form, with all applicable requirements under the Securities Act, the Exchange Act Act, and the rules and regulations thereunder thereunder, and (together with any amendments thereto filed prior to the date hereof) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. Each of the consolidated balance sheets included in in, or incorporated by reference into the Company's into, its Reports (including the related notes and schedules) fairly presents the consolidated financial position of the Company it and its consolidated Subsidiaries as of its date and each of the consolidated statements of income, stockholders' equity equity, and of cash flows included in in, or incorporated by reference into the Company's into, its Reports (including any related notes and schedules) fairly presents the consolidated results of operations, retained earnings and cash flows, as the case may be, of the Company it and its consolidated Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to the absence of notes (to the extent permitted by the rules applicable to Form 10-Q) and to 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 ("GAAP") consistently applied during the periods involved, except as may be noted therein. Except as set forth in Section 5.1(e) of the Company Disclosure Letter or except as may be reflected in any public filing It has made prior available to the date of this Agreement with other party all correspondence since December 31, 1996 between it or its representatives, on the SEC under Section 13 of the Exchange Act one hand, and the regulations promulgated thereunderSEC, to the Company's knowledge, as of the date of this Agreement, no Person or "group" "beneficially owns" 5% or more of the Company's outstanding voting securities, with the terms "beneficially owns" and "group" having the meanings ascribed to them under Rule 13d-3 and Rule 13d-5 under the Exchange Act.on

Reports; Financial Statements. The Company has filed with the SEC all required forms, reports, registration statements and documents required to be filed by it with the SEC since December 31, 1996. The Company 3.1.5.1 Carnival has made or will make available to Parent P&O Princess copies of (A) each registration statement, report, proxy statement or information statement other document prepared by it or its Subsidiaries and filed with the Company United States Securities and Exchange Commission (the "SEC") since December 31November 30, 19962001 (the "Carnival Audit Date"), including the CompanyCarnival's Annual Report on Form 10-K for the years year ended December 28November 30, 1996, December 27, 1997 2001 and December 26, 1998 and the Company's Quarterly Report Reports on Form 10-Q for the quarters ended March 27February 28, 1999 2002, May 31, 2002 and June 26August 31, 1999 2002, each in the form (including exhibits, annexes and any amendments thereto) filed with the SEC (collectively, including any such reports registration statement, report, or other document filed with the SEC subsequent to the date of this Agreementhereof, the "Company's Carnival Reports")) and (B) all circulars, reports and other documents distributed by Carnival to its shareholders since the Carnival Audit Date. As of their respective dates, the Company's Carnival Reports complied as did not, and any Carnival Reports filed with the SEC subsequent to form in all material respects with all applicable requirements under the Securities Actdate hereof will not, the Exchange Act and the rules and regulations thereunder and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances in under which they were made, not misleading. Each of the consolidated balance sheets included in or incorporated by reference into the Company's Carnival Reports (including the related notes and schedules) fairly presents presents, or in the case of those filed with the SEC after the date hereof will fairly present, in all material respects, the consolidated financial position of the Company Carnival and its consolidated Subsidiaries as of its date and each of the related consolidated statements of incomeoperations, stockholdersshareholders' equity and of cash flows included in or incorporated by reference into the Company's Carnival Reports (including any related notes and schedules) fairly presents presents, or in the case of those filed with the SEC after the date hereof will fairly present, in all material respects, the consolidated results of operations, retained earnings and changes in cash flows, as the case may be, of the Company Carnival and its consolidated Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to the absence of notes (to the extent permitted by the rules applicable to Form 10-Q) and to normal year-end audit adjustments that will are not expected to be material in amount or effect), in each case in accordance with US GAAP consistently applied during the periods involved, involved except as may be noted therein. Except as set forth in Section 5.1(e) All of the Company Disclosure Letter or except Carnival Reports, as may be reflected in any public filing made prior to the date of this Agreement with the SEC under Section 13 of the Exchange Act their respective dates (and the regulations promulgated thereunder, to the Company's knowledge, as of the date of this Agreementany amendment to the respective Carnival Report), no Person complied, or "group" "beneficially owns" 5% or more in the case of those filed with the SEC after the date hereof will comply, as to form in all material respects with the applicable requirements of the Company's outstanding voting securities, with the terms "beneficially owns" Securities Act and "group" having the meanings ascribed to them under Rule 13d-3 and Rule 13d-5 under the Exchange Act. Except as disclosed in the Carnival Reports filed prior to the date hereof, Carnival and its consolidated Subsidiaries have not incurred any liabilities that are of a nature that would be required to be disclosed on a balance sheet of Carnival and its consolidated Subsidiaries or the footnotes thereto prepared in conformity with US GAAP, other than (A) liabilities incurred in the ordinary course of business consistent with past practice, (B) liabilities incurred in accordance with Section 4.1, (C) liabilities for Taxes in respect of income, profits or gains earned in the ordinary course of business or (D) liabilities that, individually or in the aggregate, have not had and are not reasonably likely to have a Material Adverse Effect with respect to Carnival.

Reports; Financial Statements. The Company Since January 1, 1998, FBR Group and each of its subsidiaries have filed all regulatory reports, schedules, forms, registrations and other documents, together with any amendments required to be made with respect thereto, that they were required to file with any Regulatory Entity (the "FBR Group Regulatory Reports"), and have paid all fees and assessments due and payable in connection therewith, except where the failure to do so would not reasonably be expected to have, individually or in the aggregate, an FBR Group Material Adverse Effect. FBR Group has filed with the SEC all required forms, reports, registration statements and documents required to be filed by it xxxxxxx xxx xocuments with the SEC since December 31January 1, 1996. The Company has made or will make available to Parent each registration statement, report, proxy statement or information statement prepared by the Company since December 31, 1996, including the Company's Annual Report on Form 10-K for the years ended December 28, 1996, December 27, 1997 and December 26, 1998 and the Company's Quarterly Report on Form 10-Q for the quarters ended March 27, 1999 and June 26, 1999 in the form 2001 (including exhibits, annexes and any amendments thereto) filed with the SEC (collectively, including any such reports filed subsequent to the date of this Agreement, the "Company's FBR Group SEC Reports"). As of their respective datesdates and giving effect to any amendments thereto, each of the Company's FBR Group Regulatory Reports and FBR Group SEC Reports complied as to form in all material respects with all applicable requirements under of the Securities Act or the Exchange Act, or such other statute, regulation or rule, as the Exchange Act case may be, each as in effect on the dates such forms, reports and documents were filed. None of the rules and regulations thereunder and did not contain FBR Group SEC Reports, including any financial statements, contained, when filed, any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances in under which they were made, not misleading. Each The consolidated financial statements of FBR Group included in the FBR Group SEC Reports complied as to form, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and the published rules and regulations of the consolidated balance sheets included SEC with respect thereto and fairly present, in or incorporated conformity with GAAP applied on a consistent basis throughout the relevant periods (except as may be indicated in the notes thereto and, except in the case of unaudited quarterly statements, as permitted by reference into Form 10-Q of the Company's Reports (including the related notes and schedules) fairly presents SEC), the consolidated financial position of the Company FBR Group and its consolidated Subsidiaries subsidiaries as of its date the dates thereof and each of the consolidated statements of income, stockholders' equity and of cash flows included in or incorporated by reference into the Company's Reports (including any related notes and schedules) fairly presents the consolidated results of operations, retained earnings their operations and changes in financial position and cash flows, as the case may be, of the Company and its consolidated Subsidiaries flows for the periods set forth therein then ended (subject, in the case of unaudited interim financial statements, to the absence of notes (to the extent permitted by the rules applicable to Form 10-Q) and to 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. Except as set forth disclosed in Section 5.1(e3.3(a) of the Company FBR Group Disclosure Letter or Schedule and for normal examinations conducted by a Regulatory Entity in the ordinary course of business of FBR Group and its subsidiaries, and except as may would not be reflected in reasonably expected to have an FBR Group Material Adverse Effect, no Regulatory Entity has initiated any public filing made prior to the date of this Agreement with the SEC under Section 13 of the Exchange Act and the regulations promulgated thereunderxxxxxxxxxx xx, to the Company's knowledgeknowledge of FBR Group, as formal investigation into the business or operations of the date FBR Group or any of this Agreement, its subsidiaries and there is no Person unresolved violation by any Regulatory Entity with respect to any report or "group" "beneficially owns" 5% statement relating to any examinations of FBR Group or more any of the Company's outstanding voting securities, with the terms "beneficially owns" and "group" having the meanings ascribed to them under Rule 13d-3 and Rule 13d-5 under the Exchange Actits subsidiaries.

Reports; Financial Statements. The It has delivered to the Company has filed with the SEC all required formsand each Stockholder, reports, registration statements and documents required to be filed by it with the SEC since December 31, 1996. The Company has made or will make available to Parent each registration statement, report, proxy statement or information statement prepared by the Company it since December 31June 30, 1996, including the Company's Annual Report on Form 10-K for the years ended December 28, 1996, December 27, 1997 and December 26, 1998 and the Company's Quarterly Report on Form 10-Q for the quarters ended March 27, 1999 and June 26, 1999 in the form 1996 (including exhibits, annexes and any amendments thereto), including, without limitation, its (i) Annual Report on Form 10-KSB for the year ended June 30, 1996 (the "STI Audit Date"), (ii) definitive proxy statement filed in connection with such annual report; and (iii) quarterly reports on Form 10-QSB for the SEC quarters ended September 30, 1996 and December 30, 1996 (collectively, including any such reports filed subsequent to the date of this Agreementhereof and prior to the Closing Date, the "Company's STI Reports"). As of their respective dates, the Company's STI Reports complied as to form in all material respects with all applicable requirements under the Securities Act, the Exchange Act and the rules and regulations thereunder and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. Each of the consolidated balance sheets included in or incorporated by reference into the Company's STI Reports (including the related notes and schedules) fairly presents the consolidated financial position of the Company STI and its consolidated Subsidiaries as of its date and each of the consolidated statements of income, cash flows and changes in stockholders' equity and of cash flows included in or incorporated by reference into the Company's STI Reports (including any related notes and schedules) fairly presents the consolidated results of operations, retained earnings earnings, cash flows and cash flowschanges in stockholders' equity, as the case may be, of the Company it and its consolidated Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to the absence of notes (to the extent permitted by the rules applicable to Form 10-Q) and to 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. Except as set forth in Section 5.1(e) To the best of their knowledge, STI's executive officers have disclosed to the Company all facts relating to the STI and its operations and assets material to the transactions contemplated by this Agreement. No representation or warranty made by STI in this Agreement and in any certificate furnished to the Company or the Company Stockholders pursuant to this Agreement and in the STI Disclosure Letter contains or except as may be reflected in any public filing made prior to the date of this Agreement with the SEC under Section 13 of the Exchange Act and the regulations promulgated thereunder, to the Company's knowledge, as of the date Closing Date will contain any untrue statement of this Agreement, no Person a material fact or "group" "beneficially owns" 5% omits to state a material fact necessary to make the statements contained herein or more of the Company's outstanding voting securities, therein not misleading. The representations and warranties made herein are made by STI with the terms "beneficially owns" knowledge and "group" having expectation that the meanings ascribed to them under Rule 13d-3 Company and Rule 13d-5 under the Exchange ActCompany Stockholders are placing reliance thereon.

Reports; Financial Statements. The Company has filed with the SEC all required forms, reports, registration statements and documents required to be filed by it with the SEC since December 31, 1996. The Company Parent has made or will make available to Parent the Company each registration statement, report, proxy statement or information statement prepared by the Company it since December March 31, 19961999, including the Company's its Annual Report on Form 10-K for the years ended December 28March 31, 19961999, December 27March 31, 1997 2000 and December 26March 31, 1998 and the Company's Quarterly Report on Form 10-Q for the quarters ended March 27, 1999 and June 26, 1999 2001 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 Agreement, the its "Company's Reports"). Since March 31, 1999, the Parent has made all filings required to be made by the Securities Act of 1933, as amended, and the Exchange Act. As of their respective dates, the Company's Reports complied as to form in all material respects with all applicable requirements under the Securities Act, the Exchange Act and the rules and regulations thereunder and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. Each of the consolidated balance sheets included in or incorporated by reference into the Company's Reports (including the related notes and schedules) fairly presents the consolidated financial position of the Company Parent and its consolidated Subsidiaries as of its date and each of the consolidated statements of income, stockholders' equity income and of cash flows included in or incorporated by reference into the Company's Reports (including any related notes and schedules) fairly presents the consolidated results of operations, retained earnings and cash flows, as the case may be, of the Company Parent and its consolidated Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to the absence of notes (to the extent permitted by the rules applicable to Form 10-Q) and to 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. Except as set forth in Section 5.1(e) of the Company Disclosure Letter or except as may be reflected in any public filing made prior to the date of this Agreement with the SEC under Section 13 of the Exchange Act and the regulations promulgated thereunder, to the Company's knowledge, as of the date of this Agreement, no Person or "group" "beneficially owns" 5% or more of the Company's outstanding voting securities, with the terms "beneficially owns" and "group" having the meanings ascribed to them under Rule 13d-3 and Rule 13d-5 under the Exchange Act.

Reports; Financial Statements. The Company has filed with the SEC all required forms, reports, registration statements and documents required to be filed by it with the SEC since December 31, 1996. The Company has made or will make available to Parent each registration statement, report, proxy statement or information statement prepared by the Company since December 31, 1996, including the Company's ’s Annual Report on Form 10-K for the years ended December 2831, 1996, December 27, 1997 2009 and December 2631, 1998 and the Company's 2010, Quarterly Report Reports on Form 10-Q for the quarters ended March 2731, 1999 2011 and June 2630, 1999 in 2011 and all Current Reports on Form 8-K filed to date (the form (including exhibits, annexes and any amendments thereto“Reports”) have been filed with the SEC (collectively, including any such reports filed subsequent to and the date of this Agreement, the "Company's Reports"). As of their respective dates, the Company's Reports complied as to form in all material respects with all the rules of the SEC applicable requirements under to such Reports on the Securities Actdate filed with the SEC, the Exchange Act and the rules and regulations thereunder and Reports did not contain contain, on the date of filing with the SEC, any untrue statement of a material fact fact, or omit to state a any 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 materially misleading. Each Other than as filed with the SEC, the Reports have not been amended, nor as of the date hereof has the Company filed any report on Form 8-K since October 4, 2011. All of the consolidated balance sheets financial statements included in or incorporated by reference into the Company's Reports (including the related notes “Company Financial Statements”): (a) have been prepared from and schedules) fairly presents on the consolidated financial position basis of, and are in accordance with, the books and records of the Company and its consolidated Subsidiaries as of its date with generally accepted accounting principles applied on a basis consistent with prior accounting periods; (b) fairly and each of accurately present in all material respects the consolidated statements of income, stockholders' equity and of cash flows included in or incorporated by reference into the Company's Reports (including any related notes and schedules) fairly presents the consolidated results of operations, retained earnings and cash flows, as the case may be, financial condition of the Company as of the date of each such Company Financial Statement and the results of its consolidated Subsidiaries operations for the periods set forth therein specified; and (subject, c) in the case of unaudited the annual financial statements, to the absence of notes (to the extent permitted are accompanied by the rules applicable to Form 10-Q) and to normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with GAAP consistently applied during opinion of the periods involved, except as may be noted thereinCompany’s independent public accountants. Except as set forth in Section 5.1(e) of the Company Disclosure Letter or except as may be reflected in any public filing made prior to the date of this Agreement with the SEC under Section 13 of the Exchange Act and the regulations promulgated thereunder, to the Company's knowledgeFinancial Statements, as of the date hereof, the Company has no liabilities other than (x) liabilities which are reflected or reserved against in the Company Financial Statements and which remain outstanding and undischarged as of the date hereof, (y) liabilities arising in the ordinary course of business of the Company since June 30, 2011, or (z) liabilities incurred as a result of this Agreement, no Person Agreement or "group" "beneficially owns" 5% which were not required by generally accepted accounting principles to be reflected or more of reserved on the Company's outstanding voting securities, with the terms "beneficially owns" and "group" having the meanings ascribed to them under Rule 13d-3 and Rule 13d-5 under the Exchange ActCompany Financial Statements.

Reports; Financial Statements. The Except as set forth in Section 3.4 of the Company Disclosure Schedule, the Company has (a) to its knowledge, filed with the SEC all required forms, reports, registration statements reports and documents with the SEC from January 1, 2001 to December 31, 2003 and (b) filed all required to be filed by it forms, reports and documents with the SEC since December 31January 1, 19962004, each of which has (in the case of those forms, reports and documents covered under clause (a) above, to its knowledge) complied in all material respects with all applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder applicable to such forms, reports and documents, each as in effect on the dates such forms, reports and documents were filed, except to the extent that such forms, reports and documents have been modified or superceded by later forms, reports and documents filed prior to the date of this Agreement. The Company has made or will make available to Parent each registration statementParent, reportin the form filed with the SEC (including any amendments thereto), proxy statement or information statement prepared by the Company since December 31, 1996, including the Company's (i) its Annual Report Reports on Form 10-K for each of the fiscal years ended December 2831, 19962001, December 272002 and 2003, 1997 and December 26respectively, 1998 and (ii) all definitive proxy statements relating to the Company's Quarterly Report on Form 10-Q for ’s meetings of stockholders (whether annual or special) held since January 1, 2001, and (iii) all other reports or registration statements filed by the quarters ended March 27, 1999 and June 26, 1999 in the form (including exhibits, annexes and any amendments thereto) filed Company with the SEC since January 1, 2001 (collectively, the “Company SEC Reports”). Except as set forth in Section 3.4 of the Company Disclosure Schedule (and in the case of those Company SEC Reports filed prior to January 1, 2004, to the knowledge of the Company), none of such forms, reports or documents, including any financial statements or schedules included or incorporated by reference therein, contained, when filed, any untrue statement of a material fact or omitted to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except to the extent that such reports statements have been modified or superceded by later Company SEC Reports filed subsequent prior to the date of this Agreement. To the extent required (and in the case of those Company SEC Reports filed prior to January 1, 2004, to the knowledge of the Company), the "Company has complied in all material respects with the requirements of the Xxxxxxxx-Xxxxx Act of 2002 (the “S-O Act”) that are currently in effect. Except as set forth in Section 3.4 of the Company Disclosure Schedule (and in the case of those Company SEC Reports filed prior to January 1, 2004, to the knowledge of the Company's Reports"). As of their respective dates, the Company's consolidated financial statements of the Company included in the Company SEC Reports (except to the extent such statements have been amended or modified by later Company SEC Reports filed prior to the date of this Agreement) filed prior to the date of this Agreement complied as to form in all material respects with all applicable requirements under the Securities Act, the Exchange Act accounting standards and the published rules and regulations thereunder of the SEC with respect thereto and did not contain any untrue statement of a fairly present in all material fact or omit to state a material fact required to be stated therein or necessary to make the statements made thereinrespects, in light conformity with generally accepted accounting principles (“GAAP”) (except, in the case of interim financial statements, as permitted by the applicable rules and regulations of the circumstances SEC) applied on a consistent basis during the periods involved (except as may be indicated in which they were madethe notes thereto), not misleading. Each of the consolidated balance sheets included in or incorporated by reference into the Company's Reports (including the related notes and schedules) fairly presents the consolidated financial position of the Company and its consolidated Subsidiaries subsidiaries as of its date the dates thereof and each of the consolidated statements of income, stockholders' equity and of cash flows included in or incorporated by reference into the Company's Reports (including any related notes and schedules) fairly presents the consolidated results of operations, retained earnings their operations and cash flows, as the case may be, of the Company and its consolidated Subsidiaries flows for the periods set forth therein then ended (subject, in the case of the unaudited interim financial statements, to the absence of notes (to the extent permitted by the rules applicable to Form 10-Q) and to 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. Except as set forth in Section 5.1(e) of the Company Disclosure Letter or except as may be reflected in any public filing made prior to the date of this Agreement with the SEC under Section 13 of the Exchange Act and the regulations promulgated thereunder, to the Company's knowledge, as of the date of this Agreement, no Person or "group" "beneficially owns" 5% or more of the Company's outstanding voting securities, with the terms "beneficially owns" and "group" having the meanings ascribed to them under Rule 13d-3 and Rule 13d-5 under the Exchange Act.

Reports; Financial Statements. The Company has filed with the SEC all required forms, reports, registration statements and documents required to be filed by it with the SEC since December 31, 1996. The Company has made or will make available to Parent each registration statement, report, proxy statement or information statement prepared by the Company since December 31, 1996, including the Company's ’s Annual Report on Form 10-K for the years ended December 2831, 1996, December 27, 1997 2009 and December 2631, 1998 and the Company's 2010, Quarterly Report Reports on Form 10-Q for the quarters ended March 2731, 1999 2011 and June 2630, 1999 in 2011 and all Current Reports on Form 8-K filed to date (the form (including exhibits, annexes and any amendments thereto“Reports”) have been filed with the SEC (collectively, including any such reports filed subsequent to and the date of this Agreement, the "Company's Reports"). As of their respective dates, the Company's Reports complied as to form in all material respects with all the rules of the SEC applicable requirements under to such Reports on the Securities Actdate filed with the SEC, the Exchange Act and the rules and regulations thereunder and Reports did not contain contain, on the date of filing with the SEC, any untrue statement of a material fact fact, or omit to state a any 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 materially misleading. Each Other than as filed with the SEC, the Reports have not been amended, nor as of the date hereof has the Company filed any report on Form 8-K since September 23, 2011. All of the consolidated balance sheets financial statements included in or incorporated by reference into the Company's Reports (including the related notes “Company Financial Statements”): (a) have been prepared from and schedules) fairly presents on the consolidated financial position basis of, and are in accordance with, the books and records of the Company and its consolidated Subsidiaries as of its date with generally accepted accounting principles applied on a basis consistent with prior accounting periods; (b) fairly and each of accurately present in all material respects the consolidated statements of income, stockholders' equity and of cash flows included in or incorporated by reference into the Company's Reports (including any related notes and schedules) fairly presents the consolidated results of operations, retained earnings and cash flows, as the case may be, financial condition of the Company as of the date of each such Company Financial Statement and the results of its consolidated Subsidiaries operations for the periods set forth therein specified; and (subject, c) in the case of unaudited the annual financial statements, to the absence of notes (to the extent permitted are accompanied by the rules applicable to Form 10-Q) and to normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with GAAP consistently applied during opinion of the periods involved, except as may be noted thereinCompany’s independent public accountants. Except as set forth in Section 5.1(e) of the Company Disclosure Letter or except as may be reflected in any public filing made prior to the date of this Agreement with the SEC under Section 13 of the Exchange Act and the regulations promulgated thereunder, to the Company's knowledgeFinancial Statements, as of the date hereof, the Company has no liabilities other than (x) liabilities which are reflected or reserved against in the Company Financial Statements and which remain outstanding and undischarged as of the date hereof, (y) liabilities arising in the ordinary course of business of the Company since June 30, 2011, or (z) liabilities incurred as a result of this Agreement, no Person Agreement or "group" "beneficially owns" 5% which were not required by generally accepted accounting principles to be reflected or more of reserved on the Company's outstanding voting securities, with the terms "beneficially owns" and "group" having the meanings ascribed to them under Rule 13d-3 and Rule 13d-5 under the Exchange ActCompany Financial Statements.

Reports; Financial Statements. The (a) Since December 31, 2006, the Company has timely filed with the SEC or furnished all required forms, reports, statements (including registration statements statements), certifications and other documents required to be filed or furnished by it with or to the SEC since December 31Securities and Exchange Commission (the “SEC”) including all audited consolidated balance sheets and related statements of income, 1996. The Company has made or will make available to Parent each registration statement, report, proxy statement or information statement prepared by stockholders’ equity and cash flows of the Company since December 31, 1996, including the Company's Annual Report and its subsidiaries on Form 10-K for and unaudited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of the years ended December 28, 1996, December 27, 1997 Company and December 26, 1998 and the Company's Quarterly Report its subsidiaries on Form 10-Q for the quarters ended March 27Q, 1999 and June 26all of which have complied, 1999 in the form as to form, as of their respective filing dates (including exhibits, annexes and any amendments thereto) filed with the SEC (collectively, including any such reports filed subsequent or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the "Company's Reports"time of such filing or amendment and in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively). As of their respective dates, the Company's Reports complied as to form in all material respects with all applicable requirements under of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) and, in each case, the rules and regulations thereunder and did not contain of the SEC promulgated thereunder. None of such Company SEC Reports, including any financial statements or schedules included or incorporated by reference therein, at the time filed or furnished, contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances in under which they were made, not misleading. Each of the consolidated balance sheets included in or incorporated by reference into the Company's Reports (including the related notes and schedules) fairly presents the consolidated financial position No executive officer of the Company and its consolidated Subsidiaries as has failed in any respect to make the certifications required of its date and each him or her under Section 302 or 906 of the consolidated statements Xxxxxxxx-Xxxxx Act with respect to any Company SEC Report. The Company has made available to Parent true, correct and complete copies of incomeall written correspondence between the SEC, stockholders' equity on the one hand, and of cash flows included in or incorporated by reference into the Company's Reports (including any related notes and schedules) fairly presents the consolidated results of operations, retained earnings and cash flows, as the case may be, of the Company and any of its consolidated Subsidiaries for Subsidiaries, on the periods set forth therein (subject, in the case of unaudited statements, to the absence of notes (to the extent permitted by the rules applicable to Form 10-Q) and to 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 thereinother hand. Except as set forth in Section 5.1(e) of the Company Disclosure Letter or except as may be reflected in any public filing made prior to the date of this Agreement with the SEC under Section 13 of the Exchange Act and the regulations promulgated thereunder, to the Company's knowledge, as As of the date of this Agreement, there are no Person outstanding or "group" "beneficially owns" 5% or more unresolved comments received from the SEC staff. To the knowledge of the Company's , none of the Company SEC Reports is the subject of ongoing SEC review or outstanding voting securities, SEC comment. None of the Company’s Subsidiaries is required to file periodic reports with the terms "beneficially owns" and "group" having the meanings ascribed SEC pursuant to them under Rule 13d-3 and Rule 13d-5 under the Exchange Act.

Reports; Financial Statements. (a) The Company has filed with the SEC all required forms, reports, registration statements reports and documents required to be filed by it with the SEC since December 31January 1, 19961998, each of which has complied in all material respects with all applicable requirements of the Securities Act of 1933, as amended (the "SECURITIES ACT"), and the Exchange Act, each as in effect on the dates such forms, reports and documents were filed. The Company has made or will make available heretofore delivered to Parent each registration statementParent, reportin the form filed with the SEC (including any amendments thereto), proxy statement or information statement prepared by the Company since December 31, 1996, including the Company's (i) its Annual Report Reports on Form 10-K for each of the fiscal years ended December 2831, 19961998, December 271999 and 2000, 1997 and December 26respectively, 1998 and (ii) all definitive proxy statements relating to the Company's Quarterly Report on Form 10-Q for meetings of stockholders (whether annual or special) held since January 1, 1998, and (iii) all other reports or registration statements filed by the quarters ended March 27, 1999 and June 26, 1999 in the form (including exhibits, annexes and any amendments thereto) filed Company with the SEC since January 1, 1998 (collectivelythe "COMPANY SEC REPORTS"). None of such forms, reports or documents, including any such reports filed subsequent financial statements or schedules included or incorporated by reference therein, contained, when filed, any untrue statement of a material fact or omitted to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the date statements therein, in light of this Agreementthe circumstances under which they were made, not misleading. The consolidated financial statements of the "Company's Reports"). As of their respective dates, Company included in the Company's Company SEC Reports complied as to form in all material respects with all applicable accounting requirements under the Securities Act, the Exchange Act and the published rules and regulations thereunder of the SEC with respect thereto and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made thereinfairly present, in light of conformity with generally accepted accounting principles applied on a consistent basis ("GAAP") (except as may be indicated in the circumstances in which they were madenotes thereto), not misleading. Each of the consolidated balance sheets included in or incorporated by reference into the Company's Reports (including the related notes and schedules) fairly presents the consolidated financial position of the Company and its consolidated Subsidiaries subsidiaries as of its date the dates thereof and each of the consolidated statements of income, stockholders' equity and of cash flows included in or incorporated by reference into the Company's Reports (including any related notes and schedules) fairly presents the their consolidated results of operations, retained earnings operations and cash flows, as the case may be, of the Company and its consolidated Subsidiaries changes in financial position for the periods set forth therein then ended (subject, in the case of the unaudited interim financial statements, to the absence of notes (to the extent permitted by the rules applicable to Form 10-Q) and to normal year-end audit adjustments that will adjustments). Since January 1, 1998, there has not be material been any change, or any application or request for any change, by the Company or any of its subsidiaries in amount accounting principles, methods or effect)policies for financial accounting or Tax purposes (subject, in each the case in accordance with GAAP consistently applied during the periods involved, except as may be noted therein. Except as set forth in Section 5.1(e) of the Company Disclosure Letter or except as may be reflected in any public filing made prior to the date of this Agreement with the SEC under Section 13 of the Exchange Act and the regulations promulgated thereunderunaudited interim financial statements, to the Company's knowledge, as of the date of this Agreement, no Person or "group" "beneficially owns" 5% or more of the Company's outstanding voting securities, with the terms "beneficially owns" and "group" having the meanings ascribed to them under Rule 13d-3 and Rule 13d-5 under the Exchange Actnormal year-end adjustments).

Reports; Financial Statements. The Company has filed with the SEC all required forms, reports, registration statements and documents required to be filed by it with the SEC since December 31, 1996. The Company It has made or will make available to Parent the other party each registration statement, report, proxy statement or information statement prepared by the Company it since December 31, 1996, including the Company's without limitation its Annual Report on Form 10-K for the years ended December 2831, 1996, December 2731, 1997 and December 2631, 1998 and the Company's Quarterly Report on Form 10-Q for the quarters ended March 27, 1999 and June 26, 1999 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 Agreement, the its "Company's Reports"). As of their respective dates, the Company's its Reports complied complied, as to form in all material respects form, with all applicable requirements under the Securities Act, the Exchange Act Act, and the rules and regulations thereunder thereunder, and (together with any amendments thereto filed prior to the date hereof) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. Each of the consolidated balance sheets included in in, or incorporated by reference into the Company's into, its Reports (including the related notes and schedules) fairly presents the consolidated financial position of the Company it and its consolidated Subsidiaries as of its date and each of the consolidated statements of income, stockholders' equity equity, and of cash flows included in in, or incorporated by reference into the Company's into, its Reports (including any related notes and schedules) fairly presents the consolidated results of operations, retained earnings and cash flows, as the case may be, of the Company it and its consolidated Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to the absence of notes (to the extent permitted by the rules applicable to Form 10-Q) and to 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 ("GAAP") consistently applied during the periods involved, except as may be noted therein. Except It has made available to the other party all correspondence since December 31, 1996 between it or its representatives, on the one hand, and the SEC, on the other hand. To its knowledge, as set forth in Section 5.1(e) of the Company Disclosure Letter or except as may be reflected in any public filing made prior to the date of this Agreement Agreement, there are no pending or threatened SEC inquiries or investigations relating to it or any of its Reports. To its knowledge and except as disclosed in its Reports or in filings by its holders with the SEC under Section 13 of the Exchange Act and the regulations promulgated thereunder, to the Company's knowledgeSEC, as of the date of this Agreement, no Person or "group" "beneficially owns" 5% or more of the Company's its outstanding voting securities, with the terms "beneficially owns" and "group" having the meanings ascribed to them under Rule 13d-3 and Rule 13d-5 under the Exchange Act.

Reports; Financial Statements. The Each of the US Company and the Canadian Company, as applicable, has timely filed all forms, reports, statements and schedules required to be filed with the SEC Securities and Exchange Commission (the "SEC") since January 1, 2001. Each of the US Company and the Canadian Company has made available to the Purchasers true and complete copies of all required forms, reports, registration statements and documents required to be other filings, together with any amendments thereto, filed by it either such Company with the SEC since December 31January 1, 1996. The Company has made or will make available to Parent each registration statement, report, proxy statement or information statement prepared by the Company since December 31, 1996, including the Company's Annual Report on Form 10-K for the years ended December 28, 1996, December 27, 1997 and December 26, 1998 and the Company's Quarterly Report on Form 10-Q for the quarters ended March 27, 1999 and June 26, 1999 in the form 2001 (including exhibits, annexes and any amendments thereto) filed with the SEC (collectively, including any such reports filed subsequent to the date of this Agreement, the "Company's ReportsCOMPANY SEC REPORTS"). As of the respective dates of their filing with the SEC or as of the respective datesdates of any amendments thereto, the Company's Company SEC Reports complied as to form in all material respects with all the applicable requirements under of the Securities ActAct of 1933, as amended (the "SECURITIES ACT"), or the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), and the rules and regulations thereunder promulgated thereunder, and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary 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 included in or incorporated by reference into the Company's Reports financial statements (including the including, without limitation, any related notes and schedules) contained (or incorporated by reference) in the Company SEC Reports (the "FINANCIAL STATEMENTS") (i) has been prepared in accordance with the published rules and regulations of the SEC and US generally accepted accounting principles ("GAAP") applied on a consistent basis with past practice (except as may be indicated in the notes thereto) and (ii) fairly presents in all material respects the consolidated financial position of the applicable Company and its consolidated Subsidiaries as of its date the respective dates thereof and each of the consolidated statements of income, stockholders' equity and of cash flows included in or incorporated by reference into the Company's Reports (including any related notes and schedules) fairly presents the their consolidated results of operations, retained earnings stockholder equity and cash flows, as the case may be, of the Company and its consolidated Subsidiaries flows for the periods set forth therein (subjectindicated, in the case of except that any unaudited statements, to the absence of notes (to the extent permitted by the rules applicable to Form 10-Q) and interim financial statements were subject to normal and recurring 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 and may omit footnote disclosure as may be noted therein. Except as set forth in Section 5.1(e) permitted by regulations of the Company Disclosure Letter or except as may be reflected in any public filing made prior to the date of this Agreement with the SEC under Section 13 of the Exchange Act and the regulations promulgated thereunder, to the Company's knowledge, as of the date of this Agreement, no Person or "group" "beneficially owns" 5% or more of the Company's outstanding voting securities, with the terms "beneficially owns" and "group" having the meanings ascribed to them under Rule 13d-3 and Rule 13d-5 under the Exchange ActSEC.

Reports; Financial Statements. The Company (a) Each of Foundation and its Subsidiaries has timely filed with the SEC or transmitted (as applicable) all required forms, reports, registration statements and documents certifications required to be filed or transmitted by it with or to the SEC since December 31January 1, 1996. The Company has made 2006 (such documents filed or will make available to Parent each registration statementotherwise transmitted since January 1, report, proxy statement or information statement prepared by the Company since December 31, 1996, including the Company's Annual Report on Form 10-K for the years ended December 28, 1996, December 27, 1997 and December 26, 1998 and the Company's Quarterly Report on Form 10-Q for the quarters ended March 27, 1999 and June 26, 1999 in the form (including exhibits, annexes and any amendments thereto) filed with the SEC (collectively, including any such reports filed subsequent to the date of this Agreement2006, the "Company's “Foundation SEC Reports"”). As of their respective dates, or, if amended, as of the Company's date of the last amendment prior to the date hereof, the Foundation SEC Reports complied as to form in all material respects with all applicable requirements under of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) and, in each case, the rules and regulations thereunder and did not contain of the SEC promulgated thereunder. None of the Foundation SEC Reports, including any financial statements or schedules included or incorporated by reference therein, at the time filed or transmitted (or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing prior to the date hereof), contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances in under which they were made, not misleading. Each No executive officer of Foundation or any of its Subsidiaries has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the consolidated balance sheets included in Xxxxxxxx-Xxxxx Act with respect to any Foundation SEC Report. True, correct and complete copies of all Foundation SEC Reports filed or incorporated by reference into the Company's Reports (including the related notes and schedules) fairly presents the consolidated financial position of the Company and its consolidated Subsidiaries as of its date and each of the consolidated statements of income, stockholders' equity and of cash flows included in or incorporated by reference into the Company's Reports (including any related notes and schedules) fairly presents the consolidated results of operations, retained earnings and cash flows, as the case may be, of the Company and its consolidated Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to the absence of notes (to the extent permitted by the rules applicable to Form 10-Q) and to 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. Except as set forth in Section 5.1(e) of the Company Disclosure Letter or except as may be reflected in any public filing made furnished prior to the date of this Agreement with Agreement, whether or not required under applicable Law, have been furnished to Alpha or are publicly available in the Electronic Data Gathering, Analysis and Retrieval (XXXXX) database of the SEC. Prior to the date hereof, Foundation has made available to Alpha true, correct and complete copies of all substantive written correspondence between the SEC, on the one hand, and Foundation and its Subsidiaries, on the other hand, since January 1, 2006. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC under Section 13 staff. To the knowledge of the Exchange Act and the regulations promulgated thereunder, to the Company's knowledgeFoundation, as of the date of this Agreement, no Person or "group" "beneficially owns" 5% or more none of the Company's Foundation SEC Reports is the subject of ongoing SEC review or outstanding voting securities, with the terms "beneficially owns" and "group" having the meanings ascribed to them under Rule 13d-3 and Rule 13d-5 under the Exchange ActSEC comment.

Reports; Financial Statements. The Company has filed with is a reporting company under the SEC all required forms, reports, registration statements Exchange Act and documents required to be filed by it with the SEC since December 31, 1996Company Shares are registered under Section 12(g) of the Exchange Act. The Company has made or will make available to Parent each Technest, through electronic filings on EDGAX, xxch registration statement, report, proxy statement or information statement prepared by the Company it since December 31, 19961998, including the Company's its Annual Report on Form 10-K KSB for the years ended December 28, 1996, December 27, 1997 and December 2631, 1998 and the Company's December 31, 1999 and its Quarterly Report Reports on Form 10-Q QSB for the quarters ended March 27since December 31, 1999 and June 261999, 1999 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 registration statements, reports, proxy statements or information statements filed subsequent to the date of this AgreementAgreement Date, the its "Company's Reports"). Since December 31, 1998, the Company has made all filings required to be made by the Securities Act of 1933, or any successor law, and the rules and regulations issued pursuant thereto (the "Securities Act"), and the Exchange Act. As of their respective dates, the Company's Reports complied as to form in all material respects with all applicable requirements under the Securities Act, the Exchange Act and the rules and regulations thereunder and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. Each The financial statements and any supporting schedules of the consolidated balance sheets Company and its Subsidiaries included in or incorporated by reference into in the Company's Reports (including the related notes and schedules) present fairly presents the consolidated financial position of the Company and its consolidated Subsidiaries as of its date the dates indicated and each of the consolidated statements of income, stockholders' equity and of cash flows included in or incorporated by reference into the Company's Reports (including any related notes and schedules) fairly presents the consolidated results of operations, retained earnings and cash flows, as the case may be, of the Company and its consolidated Subsidiaries their operations for the periods set forth therein specified (subject, in the case of unaudited statements, to the absence of notes (to the extent permitted by the rules applicable to Form 10-Q) and to 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. Except as set forth in Section 5.1(e) To the knowledge of the Company Disclosure Letter or Company, except as may be reflected in any public filing made prior to the date of this Agreement with the SEC under Section 13 of the Exchange Act and the regulations promulgated thereunder, to the Company's knowledgedisclosed on Schedule 4.5, as of the date of this AgreementAgreement Date, no Person or "group" "group beneficially owns" owns 5% or more of the Company's outstanding voting securitiessecurities of the Company. As used in this Section 4.5, with the terms "beneficially owns" and "group" having shall have the meanings ascribed to them such terms under Rule 13d-3 and Rule 13d-5 under the Exchange Act.

Reports; Financial Statements. The Company has filed with the SEC all required reports, schedules, forms, reports, registration statements and other documents required to be filed by it with the SEC since December 31pursuant to any applicable reporting requirements of the 1934 Act, 1996if any, or to be filed by it under the Canadian Securities Laws (all of the foregoing filed after November 4, 2005 and prior to the date this representation is made (including all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein) being herein referred to as the "Reports"). The Company has made or will make available to Parent each registration statement, report, proxy statement or information statement prepared by the Company since December 31, 1996, including the Company's Annual Report on Form 10-K for the years ended December 28, 1996, December 27, 1997 Purchaser true and December 26, 1998 and the Company's Quarterly Report on Form 10-Q for the quarters ended March 27, 1999 and June 26, 1999 in the form (including exhibits, annexes and any amendments thereto) filed with the SEC (collectively, including any such reports filed subsequent to the date complete copies of this Agreement, the "Company's all Reports"). As of their respective dates, the Company's Reports complied as to form in all material respects with all applicable the requirements under of the Securities Actlaws, the Exchange Act and the rules and regulations thereunder and did not contain applicable to thereto. None of the Reports, at the time they were filed with the SEC or under Canadian Securities Laws, as applicable, contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances in under which they were made, not misleading. Each As of their respective dates, the consolidated financial statements of the consolidated balance sheets Company and its subsidiaries included in or incorporated by reference into the Reports and in the Company's Reports registration statement on Form S-3 and any amendment thereto filed with the SEC under the Securities Act (including the related "Form S-3") complied as to form in all material respects with applicable accounting requirements and the published securities laws, rules and regulations applicable thereto. Such consolidated financial statements have been prepared in accordance with U.S. or Canadian generally accepted accounting principles (as applicable), consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and schedules) fairly presents present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries subsidiaries as of its date the dates thereof and each the results of the consolidated statements of income, stockholders' equity their operations and of cash flows included in or incorporated by reference into the Company's Reports (including any related notes and schedules) fairly presents the consolidated results of operations, retained earnings and cash flows, as the case may be, of the Company and its consolidated Subsidiaries for the periods set forth therein then ended (subject, in the case of unaudited statements, to the absence of notes (to the extent permitted by the rules applicable to Form 10-Q) and to 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. Except as set forth on Schedule 3.10, all of the financial statements present fairly in Section 5.1(e) all material respects the financial position and the results of operations of the Company Disclosure Letter or except as may be reflected in any public filing made prior to the date of this Agreement with the SEC under Section 13 of the Exchange Act and the regulations promulgated thereunder, to the Company's knowledge, its subsidiaries as of the date of this Agreementdates and for the periods shown therein, no Person or "group" "beneficially owns" 5% or more and to the knowledge of the Company's outstanding voting securities, there has been no Material Adverse Effect on the financial condition of the Company since December 31, 2006. Except as set forth on Schedule 3.10, neither the Company nor any of its subsidiaries has any debt, liability or obligation, contingent or otherwise, that would have a Material Adverse Effect. The accounting firm that has expressed its opinion with respect to the terms "beneficially owns" consolidated financial statements included in the Company’s most recently filed annual Report and "group" having the meanings ascribed to them under Rule 13d-3 and Rule 13d-5 Form S-3 is independent of the Company as required under the Exchange ActCanadian Securities Laws or pursuant to the standards promulgated by the SEC in Rule 2-01 of Regulation S-X, as applicable, and such firm was otherwise qualified to render the audit opinion under applicable laws. There is no transaction, arrangement or other relationship between the Company and an unconsolidated or other off-balance-sheet entity that is required to be disclosed by the Company in the Reports or the Form S-3 that has not been so disclosed.

Reports; Financial Statements. The Company (a) QRI has filed with the SEC all required forms, reports, registration statements and documents required heretofore delivered to be filed by it with the SEC since December 31, 1996. The Company has made or will make available to Parent each registration statement, report, proxy statement or information statement prepared by the Company since December 31, 1996, including the Company's Annual Report on Form 10-K for the years ended December 28, 1996, December 27, 1997 and December 26, 1998 and the Company's Quarterly Report on Form 10-Q for the quarters ended March 27, 1999 and June 26, 1999 in the form (including exhibits, annexes and any amendments theretoi) filed with the SEC (collectively, including any such reports filed subsequent to the date an unaudited balance sheet of this Agreement, the "Company's Reports"). As of their respective dates, the Company's Reports complied as to form in all material respects with all applicable requirements under the Securities Act, the Exchange Act and the rules and regulations thereunder and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. Each of the consolidated balance sheets included in or incorporated by reference into the Company's Reports (including the related notes and schedules) fairly presents the consolidated financial position of the Company and its consolidated Subsidiaries QRI as of its date June 30, 1998, and each of the consolidated (ii) statements of income, stockholders' equity and of cash flows included in or incorporated by reference into for the Company's Reports period beginning with inception and ending June 30, 1998. QRI has also delivered to the Company (i) an unaudited balance sheet of QRI as of June 30, 1998, and (ii) pro forma unaudited balance sheets and statements of income, stockholders' equity and cash flows as of June 30, 1998, giving effect to the Formation Transactions. Such unaudited historical financial statements, including any related notes such financial statements and schedulesschedules to be contained in the Registration Statement on Form S-4 (as defined in Section 6.02 hereof) (i) are and will be in accordance with the books and records of QRI in all material respects and have been prepared in accordance with the published rules and regulations of the SEC and generally accepted accounting principles applied on a consistent basis throughout the periods involved (except (A) to the extent disclosed therein or required by changes in generally accepted accounting principles, and (B) in the case of the unaudited financial statements, as permitted by the rules and regulations of the SEC) and (ii) fairly presents present in all material respects the consolidated financial position of QRI as of the respective dates thereof and the results of operations, retained earnings operations and cash flows, as the case may be, of the Company and its consolidated Subsidiaries flows for the periods set forth therein indicated (subjectexcept, in the case of unaudited statementsfinancial statements for interim periods, to for the absence of notes (footnotes and subject to adjustments, consisting only of normal, recurring accruals, necessary to present fairly such results of operations and cash flows). Such unaudited pro forma financial statements delivered by QRI to the extent permitted by the rules applicable to Form 10-Q) Company fairly present QRI's pro forma financial position and to normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with GAAP consistently applied during statements of operation as of and for the periods involvedscheduled therein, except as may be noted therein. Except as set forth in Section 5.1(e) of and the Company Disclosure Letter or except as may be reflected in any public filing made prior pro forma adjustments giving effect to the date of this Agreement with the SEC under Section 13 of the Exchange Act and the regulations promulgated thereunder, Formation Transactions have been properly applied to the Company's knowledge, as historical amounts in the compilation of the date of this Agreement, no Person or "group" "beneficially owns" 5% or more of the Company's outstanding voting securities, with the terms "beneficially owns" and "group" having the meanings ascribed to them under Rule 13d-3 and Rule 13d-5 under the Exchange Actthose statements.

Reports; Financial Statements. The It has delivered to the Company has filed with the SEC all required formsand each Stockholder, reports, registration statements and documents required to be filed by it with the SEC since December 31, 1996. The Company has made or will make available to Parent each registration statement, report, proxy statement or information statement prepared by the Company it since December 31June 30, 1996, including the Company's Annual Report on Form 10-K for the years ended December 28, 1996, December 27, 1997 and December 26, 1998 and the Company's Quarterly Report on Form 10-Q for the quarters ended March 27, 1999 and June 26, 1999 in the form 1996 (including exhibits, annexes and any amendments thereto), including, without limitation, its (i) Annual Report on Form 10-KSB for the year ended June 30, 1996 (the "STI Audit Date"), (ii) definitive proxy statement filed in connection with such annual report; and (iii) quarterly reports on Form 10-QSB for the SEC quarters ended September 30, 1996, December 30, 1996 and March 31, 1997 (collectively, including any such reports filed subsequent to the date of this Agreementhereof and prior to the Closing Date, the "Company's STI Reports"). As of their respective dates, the Company's STI Reports complied as to form in all material respects with all applicable requirements under the Securities Act, the Exchange Act and the rules and regulations thereunder and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. Each of the consolidated balance sheets included in or incorporated by reference into the Company's STI Reports (including the related notes and schedules) fairly presents the consolidated financial position of the Company STI and its consolidated Subsidiaries as of its date and each of the consolidated statements of income, cash flows and changes in stockholders' equity and of cash flows included in or incorporated by reference into the Company's STI Reports (including any related notes and schedules) fairly presents the consolidated results of operations, retained earnings earnings, cash flows and cash flowschanges in stockholders' equity, as the case may be, of the Company it and its consolidated Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to the absence of notes (to the extent permitted by the rules applicable to Form 10-Q) and to 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 noted therein. Except as set forth in Section 5.1(e) To the best of their knowledge, STI's executive officers have disclosed to the Company all facts relating to the STI and its operations and assets material to the transactions contemplated by this Agreement. No representation or warranty made by STI in this Agreement and in any certificate furnished to the Company or the Company Stockholders pursuant to this Agreement and in the STI Disclosure Letter contains or except as may be reflected in any public filing made prior to the date of this Agreement with the SEC under Section 13 of the Exchange Act and the regulations promulgated thereunder, to the Company's knowledge, as of the date Closing Date will contain any untrue statement of this Agreement, no Person a material fact or "group" "beneficially owns" 5% omits to state a material fact necessary to make the statements contained herein or more of the Company's outstanding voting securities, therein not misleading. The representations and warranties made herein are made by STI with the terms "beneficially owns" knowledge and "group" having expectation that the meanings ascribed to them under Rule 13d-3 Company and Rule 13d-5 under the Exchange ActCompany Stockholders are placing reliance thereon.

Reports; Financial Statements. The Company has filed with the SEC all required forms, reports, registration statements and documents required to be filed by it with the SEC since December 31, 1996. The Company has made or will make available to Parent each registration statement, report, proxy statement or information statement prepared by the Company since December 31, 1996, including the Company's Annual Report on Form 10-K KSB for the years year ended December 2831, 1996, December 27, 1997 2006 and December 26, 1998 and the Company's Quarterly Report Reports on Form 10-Q QSB for the quarters ended March 2731, 1999 2007, June 30, 2007 and June 26September 30, 1999 in 2007 (the form (including exhibits, annexes and any amendments thereto"REPORTS") have been filed with the SEC Securities and Exchange Commission (collectively, including any such reports filed subsequent to the date of this Agreement, the "Company's ReportsSEC"). As of their respective dates, ) and the Company's Reports complied as to form in all material respects with all the rules of the SEC applicable requirements under to such Reports on the Securities Actdate filed with the SEC, and to the Company's best knowledge, the Exchange Act and the rules and regulations thereunder and Reports did not contain contain, on the date of filing with the SEC, any untrue statement of a material fact fact, or omit to state a any 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 materially misleading. Each All of the consolidated balance sheets financial statements included in or incorporated by reference into the Company's Reports (including the related notes "COMPANY FINANCIAL STATEMENTS"): (a) have been prepared from and schedules) fairly presents on the consolidated financial position basis of, and are in accordance with, the books and records of the Company and its consolidated Subsidiaries as of its date with generally accepted accounting principles ("GAAP") applied on a basis consistent with prior accounting periods; (b) fairly and each of accurately present in all material respects the consolidated statements of income, stockholders' equity and of cash flows included in or incorporated by reference into the Company's Reports (including any related notes and schedules) fairly presents the consolidated results of operations, retained earnings and cash flows, as the case may be, financial condition of the Company as of the date of each such Company Financial Statement and the results of its consolidated Subsidiaries operations for the periods set forth therein specified; and (subject, c) in the case of unaudited the annual financial statements, to the absence of notes (to the extent permitted are accompanied by the rules applicable to Form 10-Q) and to normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with GAAP consistently applied during opinion of the periods involved, except as may be noted thereinCompany's independent public accountants. Except as set forth in Section 5.1(e) of the Company Disclosure Letter or except as may be reflected in any public filing made prior to the date of this Agreement with the SEC under Section 13 of the Exchange Act and the regulations promulgated thereunder, to the Company's knowledgeFinancial Statements, as of the date hereof, Company has no liabilities other than (x) liabilities which are reflected or reserved against in the Company Financial Statements and which remain outstanding and undischarged as of the date hereof, (y) liabilities arising in the ordinary course of business of the Company since September 30, 2007, or (z) which were not required by generally accepted accounting principles to be reflected or reserved on the Company Financial Statements. Since September 30, 2007, there has not been any event or change which has had a Material Adverse Effect (as hereinafter defined) and Company has no actual knowledge of any event or circumstance that would reasonably be expected to result in such a Material Adverse Effect. As used herein, "MATERIAL ADVERSE EFFECT" shall mean a material adverse effect on (i) the Company, (ii) its consolidated results of operations, assets, or financial condition, (iii) its ability to perform its obligations under this Agreement or (iv) the Shares or the Warrant Shares, PROVIDED HOWEVER, that a Material Adverse Effect shall not include facts, circumstances, events, changes, effects or occurrences (i) affecting the United States or global economy or capital or financial markets or the ethanol market generally which do not materially disproportionately affect the Company, (ii) resulting from changes in laws, regulations or GAAP, or in the authoritative interpretations thereof or in regulatory or interpretive guidance related thereto which do not materially disproportionately affect the Company, (iii) resulting from earthquakes or similar catastrophes, or acts of war, sabotage, terrorism, military action or any escalation or worsening thereof which do not materially disproportionately affect the Company, or (iv) resulting from this Agreement, no Person or "group" "beneficially owns" 5% or more of the Company's outstanding voting securities, with announcement thereof and the terms "beneficially owns" and "group" having the meanings ascribed to them under Rule 13d-3 and Rule 13d-5 under the Exchange Acttransactions contemplated hereby.

Reports; Financial Statements. The (a) Except as set forth on Schedule 5.4, since January 1, 2004, the Company has filed all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) with the SEC all required forms, reports, registration statements Securities and documents Exchange Commission (the "SEC") required to be filed by it with the SEC since December 31, 1996. The Company has made or will make available to Parent each registration statement, report, proxy statement or information statement prepared by the Company since December 31, 1996, including the Company's Annual Report on Form 10-K for the years ended December 28, 1996, December 27, 1997 and December 26, 1998 and the Company's Quarterly Report on Form 10-Q for the quarters ended March 27, 1999 and June 26, 1999 in the form (including exhibits, annexes and any amendments thereto) filed with the SEC (collectively, including any such reports filed subsequent to the date of this Agreementdocuments, the "Company's ReportsCompany SEC Documents"). As Except as set forth on Schedule 5.4, as of their respective dates, the Company's Reports Company SEC Documents complied as to form in all material respects with all applicable the requirements under of the Securities Act of 1933, as amended, (the "Securities Act") or the Securities Exchange Act of 1934, as amended, (the Exchange Act Act") as the case may be, and the rules and regulations of the SEC promulgated thereunder and did not contain applicable to such Company SEC Documents, and, as of their respective dates, none of the Company SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances in under which they were made, not misleading. Each Except as set forth on Schedule 5.4, the financial statements of the consolidated balance sheets Company included in or incorporated the Company SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as of their respective dates, were prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by reference into Form 10-Q of the Company's Reports SEC) applied on a consistent basis during the periods involved (including except as may be indicated in the related notes thereto) and schedules) present fairly presents in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of its date the dates thereof and each of the consolidated statements of income, stockholders' equity and of cash flows included in or incorporated by reference into the Company's Reports (including any related notes and schedules) fairly presents the consolidated results of operations, retained earnings their operations and cash flows, as the case may be, of the Company and its consolidated Subsidiaries flows for the periods set forth therein then ended (subject, in the case of unaudited statements, to the absence of notes (to the extent permitted by the rules applicable to Form 10-Q) and to 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. Except as set forth in Section 5.1(e) of the Company Disclosure Letter or except as may be reflected in any public filing made prior to the date of this Agreement with the SEC under Section 13 of the Exchange Act and the regulations promulgated thereunder, to the Company's knowledge, as of the date of this Agreement, no Person or "group" "beneficially owns" 5% or more of the Company's outstanding voting securities, with the terms "beneficially owns" and "group" having the meanings ascribed to them under Rule 13d-3 and Rule 13d-5 under the Exchange Act.

Reports; Financial Statements. The Company has filed with the SEC all required reports, schedules, forms, reports, registration statements and other documents required to be filed by it (including exhibits and all other information incorporated therein) with the SEC since December 31September 30, 1996. The Company has made or will make available to Parent each registration statement, report, proxy statement or information statement prepared by the Company since December 31, 1996, including the Company's Annual Report on Form 10-K for the years ended December 28, 1996, December 27, 1997 and December 26, 1998 and the Company's Quarterly Report on Form 10-Q for the quarters ended March 27, 1999 and June 26, 1999 in the form 1996 (including exhibits, annexes and any amendments thereto) filed with the SEC (collectively, including any such reports filed subsequent to the date of this Agreement, the "Company's ReportsCompany SEC Documents"). As of their respective dates, the Company's Reports Company SEC Documents complied as to form in all material respects with all applicable the requirements under of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the Exchange Act case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and did not contain none of the Company SEC Documents when 18 26 filed (as supplemented by subsequently filed Company SEC Documents) contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances in under which they were made, not misleading. Each The financial statements of the consolidated balance sheets Company included in or incorporated the Company SEC Documents comply as to form, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited statements, as permitted by reference into Form 10-Q of the Company's Reports SEC) applied on a consistent basis during the periods involved (including except as may be indicated in the related notes thereto) and schedules) fairly presents present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries subsidiaries as of its date the dates thereof and each of the consolidated statements of income, stockholders' equity and of cash flows included in or incorporated by reference into the Company's Reports (including any related notes and schedules) fairly presents the consolidated results of operations, retained earnings their operations and cash flows, as the case may be, of the Company and its consolidated Subsidiaries flows for the periods set forth therein then ended (subject, in the case of unaudited statements, to the absence of notes (to the extent permitted by the rules applicable to Form 10-Q) and to normal recurring year-end audit adjustments that will are 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. Except (A) as set forth in Section 5.1(e) of the Company Disclosure Letter or except as may be reflected in any public filing made prior to such financial statements or in the notes thereto, (B) for liabilities incurred in connection with this Agreement or the Transactions or (C) for liabilities incurred in the ordinary course of business since the date of this Agreement with the most recent financial statements included in the Company SEC under Section 13 Documents, neither the Company nor any of the Exchange Act and the regulations promulgated thereunderits subsidiaries has any liabilities of any kind whatsoever, whether accrued, contingent, absolute, due, to become due, determined, determinable or otherwise which would have, or would reasonably be expected to have, individually or in the aggregate, a material adverse effect on the Company's knowledge, as of the date of this Agreement, no Person or "group" "beneficially owns" 5% or more of the Company's outstanding voting securities, with the terms "beneficially owns" and "group" having the meanings ascribed to them under Rule 13d-3 and Rule 13d-5 under the Exchange Act.

Reports; Financial Statements. The Company has filed with the SEC all required forms, reports, registration statements and documents required to be filed by it with the SEC since December 31, 1996. The Company has made or will make available to Parent each registration statement, report, proxy statement or information statement prepared by the Company since December 31, 1996, including the Company's ’s Annual Report on Form 10-K for the years ended December 2831, 1996, December 27, 1997 2008 and December 2631, 1998 2009 and the Company's Quarterly Report Reports on Form 10-Q for the quarters ended March 2731, 1999 2010 and June 2630, 1999 in 2010 and all Current Reports on Form 8-K filed to date (the form (including exhibits, annexes and any amendments thereto“Reports”) have been filed with the SEC (collectively, including any such reports filed subsequent to and the date of this Agreement, the "Company's Reports"). As of their respective dates, the Company's Reports complied as to form in all material respects with all the rules of the SEC applicable requirements under to such Reports on the Securities Actdate filed with the SEC, the Exchange Act and the rules and regulations thereunder and Reports did not contain contain, on the date of filing with the SEC, any untrue statement of a material fact fact, or omit to state a any 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 materially misleading. Each The Reports have not been amended, nor as of the date hereof has the Company filed any report on Form 8-K since September 21, 2010. All of the consolidated balance sheets financial statements included in or incorporated by reference into the Company's Reports (including the related notes “Company Financial Statements”): (a) have been prepared from and schedules) fairly presents on the consolidated financial position basis of, and are in accordance with, the books and records of the Company and its consolidated Subsidiaries as of its date with generally accepted accounting principles applied on a basis consistent with prior accounting periods; (b) fairly and each of accurately present in all material respects the consolidated statements of income, stockholders' equity and of cash flows included in or incorporated by reference into the Company's Reports (including any related notes and schedules) fairly presents the consolidated results of operations, retained earnings and cash flows, as the case may be, financial condition of the Company as of the date of each such Company Financial Statement and the results of its consolidated Subsidiaries operations for the periods set forth therein specified; and (subject, c) in the case of unaudited the annual financial statements, to the absence of notes (to the extent permitted are accompanied by the rules applicable to Form 10-Q) and to normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with GAAP consistently applied during opinion of the periods involved, except as may be noted thereinCompany’s independent public accountants. Except as set forth in Section 5.1(e) of the Company Disclosure Letter or except as may be reflected in any public filing made prior to the date of this Agreement with the SEC under Section 13 of the Exchange Act and the regulations promulgated thereunder, to the Company's knowledgeFinancial Statements, as of the date hereof, the Company has no liabilities other than (x) liabilities which are reflected or reserved against in the Company Financial Statements and which remain outstanding and undischarged as of the date hereof, (y) liabilities arising in the ordinary course of business of the Company since June 30, 2010, or (z) liabilities incurred as a result of the Note or of this AgreementAgreement or which were not required by generally accepted accounting principles to be reflected or reserved on the Company Financial Statements. Since June 30, 2010, there has not been any event or change which has or will have a Material Adverse Effect and the Company has no Person knowledge of any event or "group" "beneficially owns" 5% or more of the Company's outstanding voting securities, with the terms "beneficially owns" and "group" having the meanings ascribed circumstance that would reasonably be expected to them under Rule 13d-3 and Rule 13d-5 under the Exchange Actresult in such a Material Adverse Effect.

Reports; Financial Statements. The Company common stock of the Corporation is registered under Section 12(b) or (g) of the Securities Exchange Act of 1934 and the Corporation is in full compliance with its reporting and filing obligations under said Act. The Corporation has delivered to Purchaser its Annual Reports to shareholders and its reports on Form 10K for its last three fiscal years, and all its quarterly reports to shareholders, quarterly reports on Form 10Q, and each other report, registration statement, definitive proxy statement or other document filed with the SEC all required forms, reports, registration statements and documents required to be filed by it with S.E.C. since the SEC since December 31, 1996. The Company has made or will make available to Parent each registration statement, report, proxy statement or information statement prepared by the Company since December 31, 1996, including the Company's Annual Report on Form 10-K for the beginning of said three fiscal years ended December 28, 1996, December 27, 1997 and December 26, 1998 and the Company's Quarterly Report on Form 10-Q for the quarters ended March 27, 1999 and June 26, 1999 in the form (including exhibits, annexes and any amendments thereto) filed with the SEC (collectively, including any such reports filed subsequent to the date of this Agreement, the "Company's SEC Reports"). As The SEC Reports do not (as of their respective dates, the Company's Reports complied as to form in all material respects with all applicable requirements under the Securities Act, the Exchange Act and the rules and regulations thereunder and did not ) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances in under which they were made, not misleading. Each The audited and unaudited financial statements of the consolidated balance sheets Corporation included in or incorporated by reference into the Company's SEC Reports (including the related "Financial Statements") have been prepared in accordance with generally accepted accounting principles applied on a consistent basis (except as stated in such Financial Statements or the notes thereto) and schedules) fairly presents present the consolidated financial position of the Company Corporation and its consolidated Subsidiaries as of its date and each of the consolidated statements of income, stockholders' equity and of cash flows included in or incorporated by reference into the Company's Reports (including any related notes and schedules) fairly presents the consolidated results of operations, retained earnings and cash flows, as the case may be, of the Company and its consolidated Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to the absence of notes (to the extent permitted by the rules applicable to Form 10-Q) and to 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. Except as set forth in Section 5.1(e) of the Company Disclosure Letter or except as may be reflected in any public filing made prior to the date of this Agreement with the SEC under Section 13 of the Exchange Act and the regulations promulgated thereunder, to the Company's knowledge, subsidiaries as of the date thereof and the results of their operations and changes in financial position for the periods then ended. Except as publicly disclosed by the Corporation in the SEC Reports or otherwise, since the end of the most recent of said fiscal years there has been no material adverse change in the business, financial condition, or results of operations of the Corporation and its subsidiaries taken together, and there is no existing condition, event or series of events which can reasonably be expected to adversely affect the business, financial condition or results of operations of the Corporation and its subsidiaries taken together, or its ability to perform its obligations under this Agreement, no Person or "group" "beneficially owns" 5% or more of the Company's outstanding voting securities, with the terms "beneficially owns" and "group" having the meanings ascribed to them under Rule 13d-3 and Rule 13d-5 under the Exchange Act.

Reports; Financial Statements. The (a) Since January 31, 2005, the Company has timely filed with the SEC or furnished all required forms, reports, registration statements statements, certifications and other documents (the “Company SEC Reports”) required to be filed or furnished by it with or to the SEC since December 31SEC, 1996. The Company has made all of which have complied, or will make available to Parent each registration statement, report, proxy statement or information statement prepared by in the case of the Company since December 31, 1996, including the Company's Annual Report on Form 10-K for the years ended December 28, 1996, December 27, 1997 and December 26, 1998 and the Company's Quarterly Report on Form 10-Q for the quarters ended March 27, 1999 and June 26, 1999 in the form (including exhibits, annexes and any amendments thereto) filed with the SEC (collectively, including any such reports filed subsequent to Reports made after the date of this Agreementhereof, the "Company's Reports"). As will comply, as to form, as of their respective dates, the Company's Reports complied as to form filing dates in all material respects with all applicable requirements under of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) and, in each case, the rules and regulations of the SEC promulgated thereunder applicable thereto. None of the Company SEC Reports, including any financial statements or schedules included or incorporated by reference therein, at the time filed or furnished, contained, and did not contain in the case of Company SEC Reports made after the date hereof, none of such Company SEC Reports will contain, any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances in under which they were made, not misleading. Each To the knowledge of the consolidated balance sheets included in or incorporated by reference into the Company's Reports (including the related notes and schedules) fairly presents the consolidated financial position , none of the Company SEC Reports is the subject of ongoing SEC review or outstanding SEC comment and its consolidated Subsidiaries as of its date and each there are no SEC inquiries or investigations, other government inquiries or investigations or internal investigations pending or threatened. None of the consolidated statements of income, stockholders' equity and of cash flows included in or incorporated by reference into the Company's Reports (including any related notes and schedules) fairly presents the consolidated results of operations, retained earnings and cash flows, as the case may be, of the Company and its consolidated ’s Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, is required to the absence of notes (to the extent permitted by the rules applicable to Form 10-Q) and to 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. Except as set forth in Section 5.1(e) of the Company Disclosure Letter or except as may be reflected in any public filing made prior to the date of this Agreement file periodic reports with the SEC under Section 13 of the Exchange Act and the regulations promulgated thereunder, pursuant to the Company's knowledge, as of the date of this Agreement, no Person or "group" "beneficially owns" 5% or more of the Company's outstanding voting securities, with the terms "beneficially owns" and "group" having the meanings ascribed to them under Rule 13d-3 and Rule 13d-5 under the Exchange Act.

Reports; Financial Statements. The Company Parent has timely filed all required forms, reports and documents with the SEC since January 1, 2004, each of which has complied in all material respects with all applicable requirements of the Securities Act and the Exchange Act, and, in each case, the rules and regulations promulgated thereunder applicable to such forms, reports and documents, each as in effect on the dates such forms, reports and documents were filed, except to the extent that such forms, reports and documents have been modified, amended or superseded by later forms, reports and documents filed prior to the date of this Agreement. Parent has made available to Company, in the form filed with the SEC all required forms(including any amendments thereto), reports, registration statements and documents required to be filed by it with the SEC since December 31, 1996. The Company has made or will make available to Parent each registration statement, report, proxy statement or information statement prepared by the Company since December 31, 1996, including the Company's (i) its Annual Report Reports on Form 10-K for each of the fiscal years ended December 2831, 19962003, December 272004 and 2005, 1997 respectively, (ii) all definitive proxy statements relating to the Parent’s meetings of stockholders (whether annual or special) held since January 1, 2004, and December 26, 1998 and (iii) all other reports or registration statements filed by the Company's Quarterly Report on Form 10-Q for the quarters ended March 27, 1999 and June 26, 1999 in the form (including exhibits, annexes and any amendments thereto) filed Parent with the SEC since January 1, 2004 (collectively, the “Parent SEC Reports”). None of such forms, reports or documents, including any financial statements or schedules included or incorporated by reference therein, contained, when filed, any untrue statement of a material fact or omitted to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except to the extent that such reports statements have been modified, amended or superseded by later Parent SEC Reports filed subsequent prior to the date of this Agreement, . The consolidated financial statements of the "Company's Reports"). As Parent included in the Parent SEC Reports (except to the extent such statements have been amended or modified by later Parent SEC Reports filed prior to the date of their respective dates, this Agreement) filed prior to the Company's Reports date of this Agreement complied as to form in all material respects with all applicable requirements under the Securities Act, the Exchange Act accounting standards and the published rules and regulations thereunder of the SEC with respect thereto and did not contain any untrue statement of a fairly present in all material fact or omit to state a material fact required to be stated therein or necessary to make the statements made thereinrespects, in light conformity with GAAP (except, in the case of interim financial statements, as permitted by the applicable rules and regulations of the circumstances SEC) applied on a consistent basis during the periods involved (except as may be indicated in which they were madethe notes thereto), not misleading. Each of the consolidated balance sheets included in or incorporated by reference into the Company's Reports (including the related notes and schedules) fairly presents the consolidated financial position of the Company Parent and its consolidated Subsidiaries subsidiaries as of its date the dates thereof and each of the consolidated statements of income, stockholders' equity and of cash flows included in or incorporated by reference into the Company's Reports (including any related notes and schedules) fairly presents the consolidated results of operations, retained earnings their operations and cash flows, as the case may be, of the Company and its consolidated Subsidiaries flows for the periods set forth therein then ended (subject, in the case of the unaudited interim financial statements, to the absence of notes (to the extent permitted by the rules applicable to Form 10-Q) and to normal year-end audit adjustments adjustments). Parent has complied in all material respects with the requirements of the S-Ox Act, including, without limitation, all certifications and internal controls required pursuant to the S-Ox Act. As of the date hereof, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any Parent SEC Reports. Parent maintains a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance (i) that will not be material Parent maintains records that in amount or effect)reasonable detail accurately and fairly reflect its transactions and dispositions of assets, in each case (ii) that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP consistently applied during GAAP, (iii) that receipts and expenditures are executed only in accordance with authorizations of management and the periods involvedParent Board and (iv) regarding prevention of timely detection of the unauthorized acquisition, except as may be noted thereinuse or disposition of Parent’s assets that could have a material effect on Parent’s consolidated financial statements. Except as set forth disclosed in Section 5.1(e) of the Company Disclosure Letter or except as may be reflected in any public filing made prior to the date of this Agreement with the Parent SEC under Section 13 of the Exchange Act and the regulations promulgated thereunderReports, to the Company's knowledge, Parent has not identified as of the date of this Agreement, no Person hereof any material weaknesses in the design or "group" "beneficially owns" 5% or more operation of the Company's outstanding voting securitiesParent’s internal control over financial reporting. There are no SEC inquiries or investigations, with other governmental inquiries or investigations or internal investigations pending or, to the terms "beneficially owns" and "group" having Knowledge of the meanings ascribed to them under Rule 13d-3 and Rule 13d-5 under Parent, threatened in each case regarding any accounting practices of the Exchange ActParent or any malfeasance by any director or executive officer of the Parent.

Reports; Financial Statements. The Company has filed with the SEC all required forms, reports, registration statements and documents required to be filed by it with the SEC since December 31, 1996. The Company has made or will make available to Parent each registration statement, report, proxy statement or information statement prepared by the Company since December 31, 1996, including the Company's ’s Annual Report on Form 10-K for the years ended December 2831, 1996, December 27, 1997 2007 and December 2631, 1998 2008 and the Company's Quarterly Report Reports on Form 10-Q for the quarters ended March 2731, 1999 2009, June 30, 2009 and June 26September 30, 1999 in 2009, and all Current Reports on Form 8-K filed to date (the form (including exhibits, annexes and any amendments thereto“Reports”) have been filed with the SEC (collectively, including any such reports filed subsequent to and the date of this Agreement, the "Company's Reports"). As of their respective dates, the Company's Reports complied as to form in all material respects with all the rules of the SEC applicable requirements under to such Reports on the Securities Actdate filed with the SEC, the Exchange Act and the rules and regulations thereunder and Reports did not contain contain, on the date of filing with the SEC, any untrue statement of a material fact fact, or omit to state a any 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 materially misleading. Each The Reports have not been amended, nor as of the date hereof has the Company filed any report on Form 8-K since February 25, 2010. All of the consolidated balance sheets financial statements included in or incorporated by reference into the Company's Reports (including the related notes “Company Financial Statements”): (a) have been prepared from and schedules) fairly presents on the consolidated financial position basis of, and are in accordance with, the books and records of the Company and its consolidated Subsidiaries as of its date with generally accepted accounting principles applied on a basis consistent with prior accounting periods; (b) fairly and each of accurately present in all material respects the consolidated statements of income, stockholders' equity and of cash flows included in or incorporated by reference into the Company's Reports (including any related notes and schedules) fairly presents the consolidated results of operations, retained earnings and cash flows, as the case may be, financial condition of the Company as of the date of each such Company Financial Statement and the results of its consolidated Subsidiaries operations for the periods set forth therein specified; and (subject, c) in the case of unaudited the annual financial statements, to the absence of notes (to the extent permitted are accompanied by the rules applicable to Form 10-Q) and to normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with GAAP consistently applied during opinion of the periods involved, except as may be noted thereinCompany’s independent public accountants. Except as set forth in Section 5.1(e) of the Company Disclosure Letter or except as may be reflected in any public filing made prior to the date of this Agreement with the SEC under Section 13 of the Exchange Act and the regulations promulgated thereunder, to the Company's knowledgeFinancial Statements, as of the date hereof, the Company has no liabilities other than (x) liabilities which are reflected or reserved against in the Company Financial Statements and which remain outstanding and undischarged as of the date hereof, (y) liabilities arising in the ordinary course of business of the Company since September 30, 2009, or (z) liabilities incurred as a result of this AgreementAgreement or which were not required by generally accepted accounting principles to be reflected or reserved on the Company Financial Statements. Since September 30, 2009, there has not been any event or change which has or will have a Material Adverse Effect and the Company has no Person knowledge of any event or "group" "beneficially owns" 5% or more of the Company's outstanding voting securities, with the terms "beneficially owns" and "group" having the meanings ascribed circumstance that would reasonably be expected to them under Rule 13d-3 and Rule 13d-5 under the Exchange Actresult in such a Material Adverse Effect.

Reports; Financial Statements. The Company has filed certain reports, schedules, forms, statements and other documents with the SEC all required forms, reports, registration statements as set forth in Schedule 3.10 and documents required to be filed by it had certain correspondence with the SEC since December 31, 1996and has received certain comments with respect to such filings (all of the foregoing (including all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein and all comments and correspondence with respect thereto) being herein referred to as the “Filings”). The Company has made or will make available to Parent each registration statement, report, proxy statement or information statement prepared by the Purchaser true and complete copies of the Filings and has made available to the Purchaser the audited consolidated financial statements of the Company since for the fiscal years ending December 31, 1996, including 2004 and 2005 and the Company's Annual Report on Form 10-K interim financial statements for the years ended December 28six (6) months ending June 30, 1996, December 27, 1997 2006 (the “Financial Statements” and December 26, 1998 and the Company's Quarterly Report on Form 10-Q for the quarters ended March 27, 1999 and June 26, 1999 in the form (including exhibits, annexes and any amendments thereto) filed collectively with the SEC (collectively, including any such reports filed subsequent to the date of this AgreementFilings, the "Company's “Reports"”). As of their respective dates, the Company's Reports Filings complied as to form in all material respects with all applicable the requirements under of the Securities Actlaws, the Exchange Act and the rules and regulations thereunder and did not contain applicable to thereto. None of the Filings, at the time they were filed with the SEC contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances in under which they were made, not misleading. Each As of their respective dates, the consolidated balance sheets included Financial Statements complied as to form in all material respects with applicable accounting requirements and the published securities laws, rules and regulations applicable thereto. The Financial Statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or incorporated by reference into the Company's Reports notes thereto, or (including ii) in the related notes case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and schedules) fairly presents present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries subsidiaries as of its date the dates thereof and each the results of the consolidated statements of income, stockholders' equity their operations and of cash flows included in or incorporated by reference into the Company's Reports (including any related notes and schedules) fairly presents the consolidated results of operations, retained earnings and cash flows, as the case may be, of the Company and its consolidated Subsidiaries for the periods set forth therein then ended (subject, in the case of unaudited statements, to the absence of notes (to the extent permitted by the rules applicable to Form 10-Q) and to normal year-end audit adjustments that will not be adjustments). All of the Financial Statements present fairly in all material in amount or effect), in each case in accordance with GAAP consistently applied during respects the financial position and the results of operations of the Company and its subsidiaries as of the dates and for the periods involvedshown therein, except as may be noted thereinand to the knowledge of the Company, there has been no Material Adverse Effect on the financial condition of the Company since June 30, 2006. Except as disclosed in the Reports or as set forth in Section 5.1(e) on Schedule 3.10, neither the Company nor any of its subsidiaries has any debt, liability or obligation, contingent or otherwise, that would have a Material Adverse Effect. The accounting firm that has expressed its opinion with respect to the audited Financial Statements is independent of the Company Disclosure Letter or except as may be reflected in any public filing made prior pursuant to the date of this Agreement with standards promulgated by the SEC in Rule 2-01 of Regulation S-X and such firm was otherwise qualified to render the audit opinion under Section 13 of applicable laws. There is no transaction, arrangement or other relationship between the Exchange Act Company and an unconsolidated or other off-balance-sheet entity that is required to be disclosed by the regulations promulgated thereunder, to Company in the Company's knowledge, as of the date of this Agreement, no Person or "group" "beneficially owns" 5% or more of the Company's outstanding voting securities, with the terms "beneficially owns" and "group" having the meanings ascribed to them under Rule 13d-3 and Rule 13d-5 under the Exchange ActReports that has not been so disclosed.

Reports; Financial Statements. The Company Since January 1, 1998, FBR Group and each of its subsidiaries have filed all regulatory reports, schedules, forms, registrations and other documents, together with any amendments required to be made with respect thereto, that they were required to file with any Regulatory Entity (the "FBR Group Regulatory Reports"), and have paid all fees and assessments due and payable in connection therewith, except where the failure to do so would not reasonably be expected to have, individually or in the aggregate, an FBR Xxxxx Xxxxxxxx Adverse Effect. FBR Group has filed with the SEC all required forms, reports, registration statements reports and documents required to be filed by it with the SEC since December 31January 1, 1996. The Company has made or will make available to Parent each registration statement, report, proxy statement or information statement prepared by the Company since December 31, 1996, including the Company's Annual Report on Form 10-K for the years ended December 28, 1996, December 27, 1997 and December 26, 1998 and the Company's Quarterly Report on Form 10-Q for the quarters ended March 27, 1999 and June 26, 1999 in the form 2001 (including exhibits, annexes and any amendments thereto) filed with the SEC (collectively, including any such reports filed subsequent to the date of this Agreement, the "Company's FBR Group SEC Reports"). As of their respective datesdates and giving effect to any amendments thereto, each of the Company's FBR Group Regulatory Reports and FBR Group SEC Reports complied as to form in all material respects with all applicable requirements under of the Securities Act or the Exchange Act, or such other statute, regulation or rule, as the Exchange Act case may be, each as in effect on the dates such forms, reports and documents were filed. None of the rules and regulations thereunder and did not contain FBR Group SEC Reports, including any financial statements, contained, when filed, any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances in under which they were made, not misleading. Each The consolidated financial statements of FBR Group included in the FBR Group SEC Reports complied as to form, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and the published rules and regulations of the consolidated balance sheets included SEC with respect thereto and fairly present, in or incorporated conformity with GAAP applied on a consistent basis throughout the relevant periods (except as may be indicated in the notes thereto and, except in the case of unaudited quarterly statements, as permitted by reference into Form 10-Q of the Company's Reports (including the related notes and schedules) fairly presents SEC), the consolidated financial position of the Company FBR Group and its consolidated Subsidiaries subsidiaries as of its date the dates thereof and each of the consolidated statements of income, stockholders' equity and of cash flows included in or incorporated by reference into the Company's Reports (including any related notes and schedules) fairly presents the consolidated results of operations, retained earnings their operations and changes in financial position and cash flows, as the case may be, of the Company and its consolidated Subsidiaries flows for the periods set forth therein then ended (subject, in the case of unaudited interim financial statements, to the absence of notes (to the extent permitted by the rules applicable to Form 10-Q) and to 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. Except as set forth disclosed in Section 5.1(e3.3(a) of the Company FBR Group Disclosure Letter or Schedule and for normal examinations conducted by a Regulatory Entity in the ordinary course of business of FBR Group and its subsidiaries, and except as may would not be reflected in reasonably expected to have an FBR Xxxxx Xxxxxxxx Adverse Effect, no Regulatory Entity has initiated any public filing made prior to the date of this Agreement with the SEC under Section 13 of the Exchange Act and the regulations promulgated thereunderproceeding or, to the Company's knowledgeknowledge of FBR Group, as formal investigation into the business or operations of the date FBR Group or any of this Agreement, its subsidiaries and there is no Person unresolved violation by any Regulatory Entity with respect to any report or "group" "beneficially owns" 5% statement relating to any examinations of FBR Group or more any of the Company's outstanding voting securities, with the terms "beneficially owns" and "group" having the meanings ascribed to them under Rule 13d-3 and Rule 13d-5 under the Exchange Actits subsidiaries.

Reports; Financial Statements. The Company has (a) Since December 31, 1992, Xxxxx and its subsidiaries have filed with the SEC (i) all required forms, reports, registration statements and other documents required to be filed by it with (A) the SEC since December 31Securities and Exchange Commission (the "SEC") including, 1996. The Company has made or will make available to Parent each registration statementwithout limitation, report, proxy statement or information statement prepared by the Company since December 31, 1996, including the Company's (1) all Annual Report Reports on Form 10-K for the years ended December 28K, 1996, December 27, 1997 and December 26, 1998 and the Company's (2) all Quarterly Report Reports on Form 10-Q for Q, (3) all proxy statements relating to meetings of stockholders (whether annual or special), (4) all Current Reports on Form 8-K and (5) all other reports, schedules, registration statements or other documents (collectively referred to as the quarters ended March 27"Xxxxx SEC Reports") and (B) any applicable state securities authorities and (ii) all forms, 1999 reports, statements and June 26, 1999 in the form (including exhibits, annexes and any amendments thereto) other documents required to be filed with any other applicable federal or state regulatory authorities, except where the SEC failure to file any such forms, reports, statements or other documents would not have a Xxxxx Material Adverse Effect (all such forms, reports, statements and other documents in clauses (i) and (ii) of this Section 3.07(a) being referred to herein, collectively, as the "Xxxxx Reports"). The Xxxxx Reports, including any such reports all Xxxxx Reports filed subsequent to after the date of this AgreementAgreement and prior to the Effective Time, the "Company's Reports"). As of their respective dates, the Company's Reports complied as to form (x) were or will be prepared in all material respects in accordance with all the requirements of applicable requirements under Law (including, with respect to Xxxxx SEC Reports, the Securities Act and the Exchange Act, as the Exchange Act case may be, and the rules and regulations of the SEC thereunder applicable to such Xxxxx SEC Reports) and (y) did not at the time they were filed, or will not at the time they are filed, 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 included in or incorporated by reference into the Company's Reports (including the related notes and schedules) fairly presents the consolidated financial position of the Company and its consolidated Subsidiaries as of its date and each of the consolidated statements of income, stockholders' equity and of cash flows included in or incorporated by reference into the Company's Reports (including any related notes and schedules) fairly presents the consolidated results of operations, retained earnings and cash flows, as the case may be, of the Company and its consolidated Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to the absence of notes (to the extent permitted by the rules applicable to Form 10-Q) and to 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. Except as set forth in Section 5.1(e) of the Company Disclosure Letter or except as may be reflected in any public filing made prior to the date of this Agreement with the SEC under Section 13 of the Exchange Act and the regulations promulgated thereunder, to the Company's knowledge, as of the date of this Agreement, no Person or "group" "beneficially owns" 5% or more of the Company's outstanding voting securities, with the terms "beneficially owns" and "group" having the meanings ascribed to them under Rule 13d-3 and Rule 13d-5 under the Exchange Act.

Reports; Financial Statements. The Company (a) Since February 13, 2001, Albion has filed with the SEC all required forms, reports, registration statements statements, and other documents required to be filed by it with the SEC since December 31, 1996. The Company has made or will make available to Parent each registration statement, report, proxy statement or information statement prepared by the Company since December 31, 1996SEC, including all registration statements filed under the Company's Annual Report Exchange Act, all annual reports on Form 10-K for the years ended December 28KSB, 1996, December 27, 1997 and December 26, 1998 and the Company's Quarterly Report all quarterly reports on Form 10-Q for the quarters ended March 27QSB, 1999 all proxy statements relating to meetings of stockholders (whether annual or special), all current reports on Form 8-K, and June 26all other reports, 1999 in the form (including exhibitsschedules, annexes registration statements, or other documents and any amendments thereto) all forms, reports, statements, and other documents required to be filed with any other applicable federal or state regulatory authorities, except where the SEC failure to file any such forms, reports, statements, or other documents would not have an Albion Material Adverse Effect (all such forms, reports, statements, and other documents referred to above in this Section 4.08(a) being referred to herein, collectively, as the "Albion SEC Reports"). The Albion SEC Reports, including any such reports all Albion SEC Reports filed subsequent to after the date of this AgreementAgreement and prior to the Effective Time, were or will be prepared in accordance with the requirements of applicable law (including, with respect to Albion SEC Reports, the "Company's Reports"). As of their respective dates, Securities Act and the Company's Reports complied as to form in all material respects with all applicable requirements under the Securities Exchange Act, as the Exchange Act case may be, and the rules and regulations of the SEC thereunder applicable to such Albion SEC Reports) and did not at the time they were filed, or will not at the time they are filed, 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 are made, not misleading. Each of the Such Albion SEC Reports include an unaudited consolidated balance sheets included in or incorporated by reference into the Company's Reports (including the related notes and schedules) fairly presents the consolidated financial position sheet of the Company Albion and its consolidated Subsidiaries subsidiary as of its date September 30, 2002, and each of the related consolidated statements of income, stockholders' equity operations and of cash flows included in or incorporated by reference into the Company's Reports (including any related notes and schedules) fairly presents the consolidated results of operations, retained earnings and cash flows, as the case may be, of the Company and its consolidated Subsidiaries for the periods set forth therein three and nine months then ended, including the notes thereto (subject, in the case of unaudited statements, to the absence of notes (to the extent permitted by the rules applicable to Form 10-Q) and to normal year-end audit adjustments that will not be material in amount or effect"Albion Most Recent Financial Statements"), in each case in accordance with GAAP consistently applied during the periods involved, except as may be noted therein. Except as set forth in Section 5.1(e) of the Company Disclosure Letter or except as may be reflected in any public filing made prior to the date of this Agreement with the SEC under Section 13 of the Exchange Act and the regulations promulgated thereunder, to the Company's knowledge, as of the date of this Agreement, no Person or "group" "beneficially owns" 5% or more of the Company's outstanding voting securities, with the terms "beneficially owns" and "group" having the meanings ascribed to them under Rule 13d-3 and Rule 13d-5 under the Exchange Act.

Reports; Financial Statements. The Company has filed with the SEC all required forms, reports, registration statements and documents required to be filed by it with the SEC since December 31, 19962.1.5.1. The Company Amoco has made or will make available to Parent BP copies of each registration statement, report, proxy statement or information statement prepared by it or its Subsidiaries and filed with the Company SEC since December 31, 19961997 (December 31, 1997 being the "Amoco Audit Date"), including the CompanyAmoco's Annual Report on Form 10-K for the years year ended December 2831, 19961997, December 27, 1997 and December 26, 1998 and the Company's Quarterly Report on Form 10-Q for the quarters ended March 27, 1999 and June 26, 1999 each in the form (including exhibits, annexes and any amendments thereto) filed with the SEC (collectively, including any such reports registration statement, report, proxy statement or information statement filed with the SEC subsequent to the date of this Agreementhereof, the "Company's Amoco Reports"). As of their respective dates, the Company's Amoco Reports complied as did not, and any Amoco Reports filed with the SEC subsequent to form in all material respects with all applicable requirements under the Securities Actdate hereof will not, the Exchange Act and the rules and regulations thereunder and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances in under which they were made, not misleading. Each of the consolidated balance sheets statements of financial condition included in or incorporated by reference into the Company's Amoco Reports (including the related notes and schedules) fairly presents presents, or will fairly present, in all material respects, the consolidated financial position of the Company Amoco and its consolidated Subsidiaries as of its date and each of the related consolidated statements of income, stockholdersshareholders' equity and of cash flows included in or incorporated by reference into the Company's Amoco Reports (including any related notes and schedules) fairly presents presents, or will fairly present in all material respects, the consolidated results of operations, retained earnings and cash flowschanges in financial position, as the case may be, of the Company Amoco and its consolidated Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to the absence of notes (to the extent permitted by the rules applicable to Form 10-Q) and to normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with U.S. GAAP consistently applied during the periods involved, involved except as may be noted therein. Except as set forth in Section 5.1(e) of the Company Disclosure Letter or except as may be reflected in any public filing made prior to the date of this Agreement with the SEC under Section 13 of the Exchange Act and the regulations promulgated thereunder, to the Company's knowledge, as of the date of this Agreement, no Person or "group" "beneficially owns" 5% or more of the Company's outstanding voting securities, with the terms "beneficially owns" and "group" having the meanings ascribed to them under Rule 13d-3 and Rule 13d-5 under the Exchange Act.

Reports; Financial Statements. The Company has (a) Sincx Xxxxx 00, 0000, Xxxxxxxx xxx its subsidiaries have filed with the SEC all required forms, reports, registration statements and other documents required to be filed by it with (A) the SEC since December 31, 1996. The Company has made or will make available to Parent each registration statement, report, proxy statement or information statement prepared by Securities and Exchange Commission (the Company since December 31, 1996, "SEC") including the Company's (1) all Annual Report Reports on Form 10-K for the years ended December 28K, 1996, December 27, 1997 and December 26, 1998 and the Company's (2) all Quarterly Report Reports on Form 10-Q for the quarters ended March 27Q, 1999 (3) all proxy statements relating to meetings of stockholders (whether annual or special), (4) all Current Reports on Form 8-K and June 26(5) all other reports, 1999 in the form schedules, registration statements or other documents and (including exhibitsB) any applicable state securities authorities and all forms, annexes reports, statements and any amendments thereto) other documents required to be filed with any other applicable federal or state regulatory authorities, except where the SEC failure to file any such forms, reports, statements or other documents would not have a material adverse effect (all such forms, reports, statements and other documents in clauses (i) and (ii) of this Section 5.02(a) being referred to herein, collectively, as the "Foreland Reports"). The Foreland Reports, including any such reports all Surgical Reports filed subsequent to after the date of this AgreementAgreement and prior to the Effective Time, (x) were or will be prepared in accordance with the "Company's Reports"). As requirements of their respective dates, the Company's Reports complied as to form in all material respects with all applicable requirements under Law (including the Securities Act and the Exchange Act, as the Exchange Act case may be, and the rules and regulations of the SEC thereunder applicable to such Foreland Reports) and (y) did not at the time they were filed, or will not at the time they are filed, 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 are made, not misleading. Each of the consolidated balance sheets included in or incorporated by reference into the Company's Reports (including the related notes and schedules) fairly presents the consolidated financial position of the Company and its consolidated Subsidiaries as of its date and each of the consolidated statements of income, stockholders' equity and of cash flows included in or incorporated by reference into the Company's Reports (including any related notes and schedules) fairly presents the consolidated results of operations, retained earnings and cash flows, as the case may be, of the Company and its consolidated Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to the absence of notes (to the extent permitted by the rules applicable to Form 10-Q) and to 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. Except as set forth in Section 5.1(e) of the Company Disclosure Letter or except as may be reflected in any public filing made prior to the date of this Agreement with the SEC under Section 13 of the Exchange Act and the regulations promulgated thereunder, to the Company's knowledge, as of the date of this Agreement, no Person or "group" "beneficially owns" 5% or more of the Company's outstanding voting securities, with the terms "beneficially owns" and "group" having the meanings ascribed to them under Rule 13d-3 and Rule 13d-5 under the Exchange Act.

Reports; Financial Statements. The (a) Since December 31, 1996, (i) the Company has filed with the SEC all required forms, reports, registration statements and other documents required to be filed by it with [a] the SEC since December 31Securities and Exchange Commission (the "SEC") including, 1996. The Company has made or will make available to Parent each registration statementwithout limitation, report, proxy statement or information statement prepared by the Company since December 31, 1996, including the Company's [i] all Annual Report Reports on Form 10-K for the years ended December 28K, 1996, December 27, 1997 and December 26, 1998 and the Company's [ii] all Quarterly Report Reports on Form 10-Q for Q, [iii] all proxy statements relating to meetings of shareholders (whether annual or special), [iv] all required Current Reports on Form 8-K, [v] all other reports or registration statements and [vi] all amendments and supplements to all such reports and registration statements, which amendments and supplements have been, to the quarters ended March 27knowledge of the Company, 1999 and June 26, 1999 in the form (including exhibits, annexes and any amendments thereto) required to be filed with the SEC (collectively, including any such reports filed subsequent to the date of this Agreementas amended or supplemented, the "Company's Company SEC Reports"), and [b] any applicable state securities authorities; and (ii) the Company and each of its Subsidiaries have filed all forms, reports, statements and other documents required to be filed with any other applicable federal or state regulatory authorities, except as set forth on Schedule 3.07(a) or where the failure to file such forms, reports or statements would not have a Company Material Adverse Effect (all such forms, reports, statements and other documents in clauses (i) and (ii) of this section 3.07(a) being collectively referred to as the "Company Reports"). As of their respective dates, the Company's Such Company SEC Reports complied as to form in all material respects with all applicable requirements under the Securities Act, the Exchange Act and the rules and regulations thereunder and did Company Reports do not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, therein not misleading. (b) Each of the consolidated balance sheets included financial statements (including, in or incorporated by reference into each case, any related notes to such statements) contained in the Company's Company SEC Reports (including i) have been prepared in all material respects in accordance with the related published rules and regulations of the SEC and generally accepted accounting principles ("GAAP") applied on a consistent basis throughout the periods involved (except to the extent required by changes in GAAP and as may be indicated in the notes thereto) and schedules(ii) fairly presents represent the consolidated financial position of the Company and its consolidated Subsidiaries as of its date the respective dates thereof and each of the consolidated statements of income, stockholders' equity and of cash flows included in or incorporated by reference into the Company's Reports (including any related notes and schedules) fairly presents the consolidated results of operations, retained earnings operations and cash flows, as flows for the periods indicated (subject to normal year-end adjustments in the case may beof any unaudited interim financial statements). (c) Except as and to the extent reflected on, or reserved against in, the consolidated balance sheet of the Company and its consolidated Subsidiaries for at December 31, 1996, including all notes thereto (the periods "Company Balance Sheet"), or as set forth therein on Schedule 3.07(c), neither the Company nor any of its Subsidiaries has any liabilities or obligations (subjectwhether accrued, absolute, contingent or otherwise) that would be required to be reflected on, or reserved against in, a balance sheet of the Company or in the case of unaudited statementsnotes thereto, to the absence of notes (to the extent permitted by the rules applicable to Form 10-Q) and to normal year-end audit adjustments that will not be material in amount or effect), in each case prepared in accordance with GAAP consistently applied during the periods involvedpublished rules and regulations of the SEC and GAAP, except as may be noted thereinfor liabilities or obligations incurred in the ordinary course of business since December 31, 1996 that, individually or in the aggregate, would not have a Company Material Adverse Effect. Except as set forth in Section 5.1(e) of the Company Disclosure Letter or except as may be reflected in any public filing made prior to the date of this Agreement with the SEC under Section 13 of the Exchange Act and the regulations promulgated thereunder, to the Company's knowledge, as of the date of this Agreement, no Person or "group" "beneficially owns" 5% or more of the Company's outstanding voting securities, with the terms "beneficially owns" and "group" having the meanings ascribed to them under Rule 13d-3 and Rule 13d-5 under the Exchange Act.3.08

Reports; Financial Statements. The Company has filed with the SEC all required forms, reports, registration statements and documents required to be filed by it with the SEC since December 31, 1996. The Company has made or will make available to Parent each registration statement, report, proxy statement or information statement prepared by the Company since December 31, 1996, including the Company's ’s Annual Report on Form 10-K for the years ended December 2831, 1996, December 27, 1997 2009 and December 2631, 1998 and the Company's 2010, Quarterly Report Reports on Form 10-Q for the quarters ended March 2731, 1999 2011 and June 2630, 1999 in 2011 and all Current Reports on Form 8-K filed to date (the form (including exhibits, annexes and any amendments thereto“Reports”) have been filed with the SEC (collectively, including any such reports filed subsequent to and the date of this Agreement, the "Company's Reports"). As of their respective dates, the Company's Reports complied as to form in all material respects with all the rules of the SEC applicable requirements under to such Reports on the Securities Actdate filed with the SEC, the Exchange Act and the rules and regulations thereunder and Reports did not contain contain, on the date of filing with the SEC, any untrue statement of a material fact fact, or omit to state a any 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 materially misleading. Each Other than as filed with the SEC, the Reports have not been amended, nor as of the date hereof has the Company filed any report on Form 8-K since August 31, 2011. All of the consolidated balance sheets financial statements included in or incorporated by reference into the Company's Reports (including the related notes “Company Financial Statements”): (a) have been prepared from and schedules) fairly presents on the consolidated financial position basis of, and are in accordance with, the books and records of the Company and its consolidated Subsidiaries as of its date with generally accepted accounting principles applied on a basis consistent with prior accounting periods; (b) fairly and each of accurately present in all material respects the consolidated statements of income, stockholders' equity and of cash flows included in or incorporated by reference into the Company's Reports (including any related notes and schedules) fairly presents the consolidated results of operations, retained earnings and cash flows, as the case may be, financial condition of the Company as of the date of each such Company Financial Statement and the results of its consolidated Subsidiaries operations for the periods set forth therein specified; and (subject, c) in the case of unaudited the annual financial statements, to the absence of notes (to the extent permitted are accompanied by the rules applicable to Form 10-Q) and to normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with GAAP consistently applied during opinion of the periods involved, except as may be noted thereinCompany’s independent public accountants. Except as set forth in Section 5.1(e) of the Company Disclosure Letter or except as may be reflected in any public filing made prior to the date of this Agreement with the SEC under Section 13 of the Exchange Act and the regulations promulgated thereunder, to the Company's knowledgeFinancial Statements, as of the date hereof, the Company has no liabilities other than (x) liabilities which are reflected or reserved against in the Company Financial Statements and which remain outstanding and undischarged as of the date hereof, (y) liabilities arising in the ordinary course of business of the Company since June 30, 2011, or (z) liabilities incurred as a result of this Agreement, no Person Agreement or "group" "beneficially owns" 5% which were not required by generally accepted accounting principles to be reflected or more of reserved on the Company's outstanding voting securities, with the terms "beneficially owns" and "group" having the meanings ascribed to them under Rule 13d-3 and Rule 13d-5 under the Exchange ActCompany Financial Statements.

Reports; Financial Statements. The Company Parent has timely filed all required forms, reports and documents with the SEC since January 1, 2004, each of which has complied in all material respects with all applicable requirements of the Securities Act and the Exchange Act, and, in each case, the rules and regulations promulgated thereunder applicable to such forms, reports and documents, each as in effect on the dates such forms, reports and documents were filed, except to the extent that such forms, reports and documents have been modified, amended or superseded by later forms, reports and documents filed prior to the date of this Agreement. Parent has made available to Company, in the form filed with the SEC all required forms(including any amendments thereto), reports, registration statements and documents required to be filed by it with the SEC since December 31, 1996. The Company has made or will make available to Parent each registration statement, report, proxy statement or information statement prepared by the Company since December 31, 1996, including the Company's (i) its Annual Report Reports on Form 10-K for each of the fiscal years ended December 2831, 19962003, December 272004 and 2005, 1997 respectively, (ii) all definitive proxy statements relating to the Parent's meetings of stockholders (whether annual or special) held since January 1, 2004, and December 26, 1998 and (iii) all other reports or registration statements filed by the Company's Quarterly Report on Form 10-Q for the quarters ended March 27, 1999 and June 26, 1999 in the form (including exhibits, annexes and any amendments thereto) filed Parent with the SEC since January 1, 2004 (collectively, the "Parent SEC Reports"). None of such forms, reports or documents, including any financial statements or schedules included or incorporated by reference therein, contained, when filed, any untrue statement of a material fact or omitted to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except to the extent that such reports statements have been modified, amended or superseded by later Parent SEC Reports filed subsequent prior to the date of this Agreement, . The consolidated financial statements of the "Company's Reports"). As Parent included in the Parent SEC Reports (except to the extent such statements have been amended or modified by later Parent SEC Reports filed prior to the date of their respective dates, this Agreement) filed prior to the Company's Reports date of this Agreement complied as to form in all material respects with all applicable requirements under the Securities Act, the Exchange Act accounting standards and the published rules and regulations thereunder of the SEC with respect thereto and did not contain any untrue statement of a fairly present in all material fact or omit to state a material fact required to be stated therein or necessary to make the statements made thereinrespects, in light conformity with GAAP (except, in the case of interim financial statements, as permitted by the applicable rules and regulations of the circumstances SEC) applied on a consistent basis during the periods involved (except as may be indicated in which they were madethe notes thereto), not misleading. Each of the consolidated balance sheets included in or incorporated by reference into the Company's Reports (including the related notes and schedules) fairly presents the consolidated financial position of the Company Parent and its consolidated Subsidiaries subsidiaries as of its date the dates thereof and each of the consolidated statements of income, stockholders' equity and of cash flows included in or incorporated by reference into the Company's Reports (including any related notes and schedules) fairly presents the consolidated results of operations, retained earnings their operations and cash flows, as the case may be, of the Company and its consolidated Subsidiaries flows for the periods set forth therein then ended (subject, in the case of the unaudited interim financial statements, to the absence of notes (to the extent permitted by the rules applicable to Form 10-Q) and to normal year-end audit adjustments adjustments). Parent has complied in all material respects with the requirements of the S-Ox Act, including, without limitation, all certifications and internal controls required pursuant to the S-Ox Act. As of the date hereof, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any Parent SEC Reports. Parent maintains a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance (i) that will not be material Parent maintains records that in amount or effect)reasonable detail accurately and fairly reflect its transactions and dispositions of assets, in each case (ii) that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP consistently applied during GAAP, (iii) that receipts and expenditures are executed only in accordance with authorizations of management and the periods involvedParent Board and (iv) regarding prevention of timely detection of the unauthorized acquisition, except as may be noted thereinuse or disposition of Parent's assets that could have a material effect on Parent's consolidated financial statements. Except as set forth disclosed in Section 5.1(e) of the Company Disclosure Letter or except as may be reflected in any public filing made prior to the date of this Agreement with the Parent SEC under Section 13 of the Exchange Act and the regulations promulgated thereunderReports, to the Company's knowledge, Parent has not identified as of the date of this Agreement, no Person hereof any material weaknesses in the design or "group" "beneficially owns" 5% or more operation of the CompanyParent's outstanding voting securitiesinternal control over financial reporting. There are no SEC inquiries or investigations, with other governmental inquiries or investigations or internal investigations pending or, to the terms "beneficially owns" and "group" having Knowledge of the meanings ascribed to them under Rule 13d-3 and Rule 13d-5 under Parent, threatened in each case regarding any accounting practices of the Exchange ActParent or any malfeasance by any director or executive officer of the Parent.

Reports; Financial Statements. The Company has filed with the SEC all required forms, reports, registration statements and documents required to be filed by it with the SEC since December 31, 1996. The Company has made or will make available to Parent each registration statement, report, proxy statement or information statement prepared by the Company since December 31, 1996, including the Company's ’s Annual Report on Form 10-K for the years ended December 2831, 1996, December 27, 1997 2009 and December 2631, 1998 and the Company's 2010, Quarterly Report on Form 10-Q for the quarters quarter ended March 2731, 1999 2011 and June 26, 1999 in all Current Reports on Form 8-K filed to date (the form (including exhibits, annexes and any amendments thereto“Reports”) have been filed with the SEC (collectively, including any such reports filed subsequent to and the date of this Agreement, the "Company's Reports"). As of their respective dates, the Company's Reports complied as to form in all material respects with all the rules of the SEC applicable requirements under to such Reports on the Securities Actdate filed with the SEC, the Exchange Act and the rules and regulations thereunder and Reports did not contain contain, on the date of filing with the SEC, any untrue statement of a material fact fact, or omit to state a any 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 materially misleading. Each Other than as filed with the SEC, the Reports have not been amended, nor as of the date hereof has the Company filed any report on Form 8-K since June 14, 2011. All of the consolidated balance sheets financial statements included in or incorporated by reference into the Company's Reports (including the related notes “Company Financial Statements”): (a) have been prepared from and schedules) fairly presents on the consolidated financial position basis of, and are in accordance with, the books and records of the Company and its consolidated Subsidiaries as of its date with generally accepted accounting principles applied on a basis consistent with prior accounting periods; (b) fairly and each of accurately present in all material respects the consolidated statements of income, stockholders' equity and of cash flows included in or incorporated by reference into the Company's Reports (including any related notes and schedules) fairly presents the consolidated results of operations, retained earnings and cash flows, as the case may be, financial condition of the Company as of the date of each such Company Financial Statement and the results of its consolidated Subsidiaries operations for the periods set forth therein specified; and (subject, c) in the case of unaudited the annual financial statements, to the absence of notes (to the extent permitted are accompanied by the rules applicable to Form 10-Q) and to normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with GAAP consistently applied during opinion of the periods involved, except as may be noted thereinCompany’s independent public accountants. Except as set forth in Section 5.1(e) of the Company Disclosure Letter or except as may be reflected in any public filing made prior to the date of this Agreement with the SEC under Section 13 of the Exchange Act and the regulations promulgated thereunder, to the Company's knowledgeFinancial Statements, as of the date hereof, the Company has no liabilities other than (x) liabilities which are reflected or reserved against in the Company Financial Statements and which remain outstanding and undischarged as of the date hereof, (y) liabilities arising in the ordinary course of business of the Company since March 31, 2011, or (z) liabilities incurred as a result of this Agreement, no Person Agreement or "group" "beneficially owns" 5% which were not required by generally accepted accounting principles to be reflected or more of reserved on the Company's outstanding voting securities, with the terms "beneficially owns" and "group" having the meanings ascribed to them under Rule 13d-3 and Rule 13d-5 under the Exchange ActCompany Financial Statements.

Reports; Financial Statements. The Company has (a) Since December 31, 1991, Acquiror and its Subsidiaries have filed with the SEC (i) all required material forms, reports, registration statements statements, notices and other documents required to be filed by it with (A) the SEC since December 31including, 1996. The Company has made or will make available to Parent each registration statementwithout limitation, report, proxy statement or information statement prepared by the Company since December 31, 1996, including the Company's (1) all Annual Report Reports on Form 10-K for the years ended December 28K, 1996, December 27, 1997 and December 26, 1998 and the Company's (2) all Quarterly Report Reports on Form 10-Q for the quarters ended March 27Q, 1999 (3) all proxy statements relating to meetings of stockholders (whether annual or special), (4) all required Current Reports on Form 8-K, (5) all other reports or registration statements and June 26, 1999 in the form (including exhibits, annexes 6) all amendments and any amendments thereto) filed with the SEC supplements to all such reports and registration statements (collectively, including the "Acquiror SEC Reports") and (B) any applicable state securities authorities; and (ii) all forms, reports, statements, notices and other documents required to be filed with any other applicable federal or state regulatory authorities, including, without limitation, state insurance and health regulatory authorities, except where the failure to file any such reports forms, reports, statements, notices and other documents under this clause (ii) would not have an Acquiror Material Adverse Effect (all such forms, reports, statements, notices and other documents in clauses (i) and (ii) of this Section 5.06(a) being collectively referred to as the "Acquiror Reports"). The Acquiror Reports, including all Acquiror Reports filed subsequent to after the date of this AgreementAgreement and prior to the Effective Time, the "Company's Reports"). As of their respective dates, the Company's Reports complied as to form (i) were or will be prepared in all material respects in accordance with all the requirements of applicable requirements under Law (including, with respect to the Acquiror SEC Reports, the Securities Act, the Exchange Act and the rules Exchange Act, as the case may be), and regulations thereunder and (ii) did not at the time they were filed, or will not at the time they are filed, 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 or will be made, not misleading. Each of the consolidated balance sheets included in or incorporated by reference into the Company's Reports (including the related notes and schedules) fairly presents the consolidated financial position of the Company and its consolidated Subsidiaries as of its date and each of the consolidated statements of income, stockholders' equity and of cash flows included in or incorporated by reference into the Company's Reports (including any related notes and schedules) fairly presents the consolidated results of operations, retained earnings and cash flows, as the case may be, of the Company and its consolidated Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to the absence of notes (to the extent permitted by the rules applicable to Form 10-Q) and to 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. Except as set forth in Section 5.1(e) of the Company Disclosure Letter or except as may be reflected in any public filing made prior to the date of this Agreement with the SEC under Section 13 of the Exchange Act and the regulations promulgated thereunder, to the Company's knowledge, as of the date of this Agreement, no Person or "group" "beneficially owns" 5% or more of the Company's outstanding voting securities, with the terms "beneficially owns" and "group" having the meanings ascribed to them under Rule 13d-3 and Rule 13d-5 under the Exchange Act.

Reports; Financial Statements. The Except as set forth in Section 3.4 of the Company Disclosure Schedule, the Company and each of its Subsidiaries has filed with the SEC all required forms, reports, registration statements reports and documents required to be filed by it with the SEC since December 31from January 1, 19962002 through the date hereof, each of which has complied in all material respects with all applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the Exchange Act, and the rules and regulations promulgated thereunder applicable to such forms, reports and documents, each as in effect on the dates such forms, reports and documents were filed, except to the extent that such forms, reports and documents have been modified or superceded by later forms, reports and documents filed prior to the date of this Agreement. The Company has made or will make available to Parent each registration statementParent, reportin the form filed with the SEC (including any amendments thereto), proxy statement or information statement prepared by the Company since December 31, 1996, including the Company's (i) its Annual Report Reports on Form 10-K for each of the fiscal years ended December 2831, 19962002, December 272003 and 2004, 1997 and December 26respectively, 1998 and (ii) all definitive proxy statements relating to the Company's Quarterly Report on Form 10-Q for meetings of shareholders (whether annual or special) held since January 1, 2002, and (iii) all other reports or registration statements filed by the quarters ended March 27, 1999 and June 26, 1999 in the form (including exhibits, annexes and any amendments thereto) filed Company with the SEC since January 1, 2002 (collectively, the "Company SEC Reports"). Except as set forth in Section 3.4 of the Company Disclosure Schedule, none of such forms, reports or documents, including any financial statements or schedules included or incorporated by reference therein, contained, when filed, any untrue statement of a material fact or omitted to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except to the extent that such reports statements have been modified or superceded by later Company SEC Reports filed subsequent prior to the date of this Agreement. To the extent required, the Company has complied in all material respects with the requirements of the Sarbanes-Oxley Act of 2002 (the "Company's ReportsS-O Act")) that are currently in effecx, xxxxxxxxx, without limitation, those applicable to an "accelerated filer" as such term is defined thereunder. As Except as set forth in Section 3.4 of their respective datesthe Company Disclosure Schedule, the Company's consolidated financial statements of the Company and its Subsidiaries included in the Company SEC Reports (except to the extent such statements have been amended or modified by later Company SEC Reports filed prior to the date of this Agreement) filed prior to the date of this Agreement complied as to form in all material respects with all applicable requirements under the Securities Act, the Exchange Act accounting standards and the published rules and regulations thereunder of the SEC with respect thereto and did not contain any untrue statement of a fairly present in all material fact or omit to state a material fact required to be stated therein or necessary to make the statements made thereinrespects, in light conformity with generally accepted accounting principles ("GAAP") (except, in the case of interim financial statements, as permitted by the applicable rules and regulations of the circumstances SEC) applied on a consistent basis during the periods involved (except as may be indicated in which they were madethe notes thereto), not misleading. Each of the consolidated balance sheets included in or incorporated by reference into the Company's Reports (including the related notes and schedules) fairly presents the consolidated financial position of the Company and its consolidated Subsidiaries as of its date the dates thereof and each of the consolidated statements of income, stockholders' equity and of cash flows included in or incorporated by reference into the Company's Reports (including any related notes and schedules) fairly presents the consolidated results of operations, retained earnings their operations and cash flows, as the case may be, of the Company and its consolidated Subsidiaries flows for the periods set forth therein then ended (subject, in the case of the unaudited interim financial statements, to the absence of notes (to the extent permitted by the rules applicable to Form 10-Q) and to 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. Except as set forth in Section 5.1(e) of the Company Disclosure Letter or except as may be reflected in any public filing made prior to the date of this Agreement with the SEC under Section 13 of the Exchange Act and the regulations promulgated thereunder, to the Company's knowledge, as of the date of this Agreement, no Person or "group" "beneficially owns" 5% or more of the Company's outstanding voting securities, with the terms "beneficially owns" and "group" having the meanings ascribed to them under Rule 13d-3 and Rule 13d-5 under the Exchange Act.

Reports; Financial Statements. The (a) Except as set forth on Schedule 5.4, since January 1, 2004, the Company has filed all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) with the SEC all required forms, reports, registration statements Securities and documents Exchange Commission (the "SEC") required to be filed by it with the SEC since December 31, 1996. The Company has made or will make available to Parent each registration statement, report, proxy statement or information statement prepared by the Company since December 31, 1996, including the Company's Annual Report on Form 10-K for the years ended December 28, 1996, December 27, 1997 and December 26, 1998 and the Company's Quarterly Report on Form 10-Q for the quarters ended March 27, 1999 and June 26, 1999 in the form (including exhibits, annexes and any amendments thereto) filed with the SEC (collectively, including any such reports filed subsequent to the date of this Agreementdocuments, the "Company's ReportsCompany SEC Documents"). As Except as set forth on Schedule 5.4, as of their respective dates, the Company's Reports Company SEC Documents complied as to form in all material respects with all applicable the requirements under of the Securities Act of 1933, as amended (the "Securities Act"), or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as the case may be, and the rules and regulations of the SEC promulgated thereunder and did not contain applicable to such Company SEC Documents, and, as of their respective dates, none of the Company SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances in under which they were made, not misleading. Each Except as set forth on Schedule 5.4, the financial statements of the consolidated balance sheets Company included in or incorporated the Company SEC Documents (the "Financial Statements") complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as of their respective dates, were prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by reference into Form 10-Q of the Company's Reports SEC) applied on a consistent basis during the periods involved (including except as may be indicated in the related notes thereto) and schedules) present fairly presents in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of its date the dates thereof and each of the consolidated statements of income, stockholders' equity and of cash flows included in or incorporated by reference into the Company's Reports (including any related notes and schedules) fairly presents the consolidated results of operations, retained earnings their operations and cash flows, as the case may be, of the Company and its consolidated Subsidiaries flows for the periods set forth therein then ended (subject, in the case of unaudited statements, to the absence of notes (to the extent permitted by the rules applicable to Form 10-Q) and to 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. Except as set forth in Section 5.1(e) of the Company Disclosure Letter or except as may be reflected in any public filing made prior to the date of this Agreement with the SEC under Section 13 of the Exchange Act and the regulations promulgated thereunder, to the Company's knowledge, as of the date of this Agreement, no Person or "group" "beneficially owns" 5% or more of the Company's outstanding voting securities, with the terms "beneficially owns" and "group" having the meanings ascribed to them under Rule 13d-3 and Rule 13d-5 under the Exchange Act.

Reports; Financial Statements. The Company (a) Since September 1, 2001, ACQUIROR has timely filed with the SEC (i) all required forms, reports, registration statements and other documents required to be filed by it with (A) the SEC since December 31Securities and Exchange Commission ("SEC"), 1996. The Company has made or will make available to Parent each registration statementincluding, reportwithout limitation, proxy statement or information statement prepared by the Company since December 31, 1996, including the Company's (1) all Annual Report Reports on Form 10-K for the years ended December 28K, 1996, December 27, 1997 and December 26, 1998 and the Company's (2) all Quarterly Report Reports on Form 10-Q for the quarters ended March 27Q, 1999 (3) all proxy statements relating to meetings of stockholders (whether annual or special), (4) all Current Reports on Form 8-K, (5) all other reports or registration statements and June 26, 1999 in the form (including exhibits, annexes 6) all amendments and any amendments thereto) filed with the SEC supplements to all such reports and registration statements (collectively, including the "ACQUIROR SEC Reports") and (B) any other applicable state securities authorities and (ii) all forms, reports, statements and other documents required to be filed with any other applicable federal or state regulatory authorities, except where the failure to file any such reports forms, reports, statements or other documents referred to in this clause (ii) would not have a ACQUIROR Material Adverse Effect (all such forms, reports, statements and other documents in clauses (i) and (ii) of this Section 6.7(a) being referred to herein, collectively, as the "ACQUIROR Reports"). The ACQUIROR Reports, including all ACQUIROR Reports filed subsequent to after the date of this Agreement, Agreement and prior to the "Company's Reports"). As of their respective dates, the Company's Reports complied as to form Effective Date (x) were or will be prepared in all material respects in accordance with all the requirements of applicable requirements under Law (including, with respect to the ACQUIROR SEC Reports, the Securities Act and the Exchange Act, as the Exchange Act case may be, and the rules and regulations of the SEC thereunder applicable to such ACQUIROR SEC Reports) and (y) did not at the time they were filed, or will not at the time they are filed, 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 included in or incorporated by reference into the Company's Reports (including the related notes and schedules) fairly presents the consolidated financial position of the Company and its consolidated Subsidiaries as of its date and each of the consolidated statements of income, stockholders' equity and of cash flows included in or incorporated by reference into the Company's Reports (including any related notes and schedules) fairly presents the consolidated results of operations, retained earnings and cash flows, as the case may be, of the Company and its consolidated Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to the absence of notes (to the extent permitted by the rules applicable to Form 10-Q) and to 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. Except as set forth in Section 5.1(e) of the Company Disclosure Letter or except as may be reflected in any public filing made prior to the date of this Agreement with the SEC under Section 13 of the Exchange Act and the regulations promulgated thereunder, to the Company's knowledge, as of the date of this Agreement, no Person or "group" "beneficially owns" 5% or more of the Company's outstanding voting securities, with the terms "beneficially owns" and "group" having the meanings ascribed to them under Rule 13d-3 and Rule 13d-5 under the Exchange Act.

Reports; Financial Statements. The Company (a) Since December 31, 1991, Buyer has filed with the SEC (i) all required forms, reports, registration statements and other documents required to be filed by it with (A) the SEC since December 31Securities and Exchange Commission (the "SEC") including, 1996. The Company has made or will make available to Parent each registration statementwithout limitation, report, proxy statement or information statement prepared by the Company since December 31, 1996, including the Company's (1) all Annual Report Reports on Form 10-K for the years ended December 28K, 1996, December 27, 1997 and December 26, 1998 and the Company's (2) all Quarterly Report Reports on Form 10-Q for the quarters ended March 27Q, 1999 (3) all proxy statements relating to meetings of stockholders (whether annual or special), (4) all required Current Reports on Form 8-K, (5) all other reports or registration statements and June 26, 1999 in the form (including exhibits, annexes 6) all amendments and any amendments thereto) filed with the SEC supplements to all such reports and registration statements (collectively, including the "Buyer SEC Reports") and (B) any applicable state securities authorities; and (ii) all forms, reports, statements, notices and other documents required to be filed with any other applicable federal or state regulatory authorities, including, without limitation, state insurance and health regulatory authorities, except where the failure to file any such reports forms, reports, statements, notices and other documents under this clause (ii) would not be reasonably expected to have a material adverse effect on the conduct of the business of Buyer (all such forms, reports, statements, notices and other documents in clauses (i) and (ii) of this Section 3.7(a) being collectively referred to as the "Buyer Reports"). The Buyer Reports, including all Buyer Reports filed subsequent to after the date of this AgreementAgreement and prior to the Closing, the "Company's Reports"). As of their respective dates, the Company's Reports complied as to form (i) were or will be prepared in all material respects in accordance with all the requirements of applicable requirements under laws (including, with respect to the Buyer SEC Reports, the Securities Act, the Exchange Act and the rules Exchange Act, as the case may be), and regulations thereunder and (ii) did not at the time they were filed, or will not at the time they are filed, 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 or will be made, not misleading. Each of the consolidated balance sheets included in or incorporated by reference into the Company's Reports (including the related notes and schedules) fairly presents the consolidated financial position of the Company and its consolidated Subsidiaries as of its date and each of the consolidated statements of income, stockholders' equity and of cash flows included in or incorporated by reference into the Company's Reports (including any related notes and schedules) fairly presents the consolidated results of operations, retained earnings and cash flows, as the case may be, of the Company and its consolidated Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to the absence of notes (to the extent permitted by the rules applicable to Form 10-Q) and to 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. Except as set forth in Section 5.1(e) of the Company Disclosure Letter or except as may be reflected in any public filing made prior to the date of this Agreement with the SEC under Section 13 of the Exchange Act and the regulations promulgated thereunder, to the Company's knowledge, as of the date of this Agreement, no Person or "group" "beneficially owns" 5% or more of the Company's outstanding voting securities, with the terms "beneficially owns" and "group" having the meanings ascribed to them under Rule 13d-3 and Rule 13d-5 under the Exchange Act.

Reports; Financial Statements. The Except as set forth in Section 3.4 of the Company Disclosure Schedule, the Company has filed with the SEC all required forms, reports, registration statements reports and documents required to be filed by it with the SEC since December 31January 1, 19961999, each of which has complied in all material respects with all applicable requirements of the Securities Act of 1933, as amended (the "SECURITIES ACT"), and the Securities Exchange Act of 1934, as amended (the "EXCHANGE Act"), and, in each case, the rules and regulations promulgated thereunder applicable to such forms, reports and documents, each as in effect on the dates such forms, reports and documents were filed, except to the extent that such forms, reports and documents have been modified or superceded by later forms, reports and documents filed prior to the date of this Agreement. The Company has made or will make available to Parent each registration statementParent, reportin the form filed with the SEC (including any amendments thereto), proxy statement or information statement prepared by the Company since December 31, 1996, including the Company's (i) its Annual Report Reports on Form 10-K for each of the fiscal years ended December 2831, 19961999, December 272000 and 2001, 1997 and December 26respectively, 1998 and (ii) all definitive proxy statements relating to the Company's Quarterly Report on Form 10-Q for meetings of stockholders (whether annual or special) held since January 1, 1999, and (iii) all other reports or registration statements filed by the quarters ended March 27, 1999 and June 26, 1999 in the form (including exhibits, annexes and any amendments thereto) filed Company with the SEC since January 1, 1999 (collectively, the "COMPANY SEC REPORTS"). Except as set forth in Section 3.4 of the Company Disclosure Schedule, none of such forms, reports or documents, including any financial statements or schedules included or incorporated by reference therein, contained, when filed, any untrue statement of a material fact or omitted to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except to the extent that such reports statements have been modified or superceded by later Company SEC Reports filed subsequent prior to the date of this Agreement, . The Company has complied in all material respects with the requirements of the Sarbanes-Oxley Act of 2002 (the "Company's ReportsS-O ACT"). As of their respective datesExcept as set forth in Secxxxx 0.0 xx xxe Company Disclosure Schedule, the Company's consolidated financial statements of the Company included in the Company SEC Reports (except to the extent such statements have been amended or modified by later Company SEC Reports filed prior to the date of this Agreement) filed prior to the date of this Agreement complied as to form in all material respects with all applicable requirements under the Securities Act, the Exchange Act accounting standards and the published rules and regulations thereunder of the SEC with respect thereto and did not contain any untrue statement of a fairly present in all material fact or omit to state a material fact required to be stated therein or necessary to make the statements made thereinrespects, in light conformity with generally accepted accounting principles ("GAAP") (except, in the case of interim financial statements, as permitted by the applicable rules and regulations of the circumstances SEC) applied on a consistent basis during the periods involved (except as may be indicated in which they were madethe notes thereto), not misleading. Each of the consolidated balance sheets included in or incorporated by reference into the Company's Reports (including the related notes and schedules) fairly presents the consolidated financial position of the Company and its consolidated Subsidiaries subsidiaries as of its date the dates thereof and each of the consolidated statements of income, stockholders' equity and of cash flows included in or incorporated by reference into the Company's Reports (including any related notes and schedules) fairly presents the consolidated results of operations, retained earnings their operations and cash flows, as the case may be, of the Company and its consolidated Subsidiaries flows for the periods set forth therein then ended (subject, in the case of the unaudited interim financial statements, to the absence of notes (to the extent permitted by the rules applicable to Form 10-Q) and to 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. Except as set forth in Section 5.1(e) of the Company Disclosure Letter or except as may be reflected in any public filing made prior to the date of this Agreement with the SEC under Section 13 of the Exchange Act and the regulations promulgated thereunder, to the Company's knowledge, as of the date of this Agreement, no Person or "group" "beneficially owns" 5% or more of the Company's outstanding voting securities, with the terms "beneficially owns" and "group" having the meanings ascribed to them under Rule 13d-3 and Rule 13d-5 under the Exchange Act.

Reports; Financial Statements. (a) The Company has filed with the SEC all required forms, reports, registration statements reports and documents required to be filed by it with the SEC since December 31January 1, 19961998, each of which has complied in all material respects with all applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the Exchange Act, each as in effect on the dates such forms, reports and documents were filed. The Company has made or will make available heretofore delivered to Parent each registration statementParent, reportin the form filed with the SEC (including any amendments thereto), proxy statement or information statement prepared by the Company since December 31, 1996, including the Company's (i) its Annual Report Reports on Form 10-K for each of the fiscal years ended December 2831, 19961998, December 271999 and 2000, 1997 and December 26respectively, 1998 and (ii) all definitive proxy statements relating to the Company's Quarterly Report on Form 10-Q for meetings of stockholders (whether annual or special) held since January 1, 1998, and (iii) all other reports or registration statements filed by the quarters ended March 27, 1999 and June 26, 1999 in the form (including exhibits, annexes and any amendments thereto) filed Company with the SEC since January 1, 1998 (collectively, including any such reports filed subsequent to the date of this Agreement, the "Company's Company SEC Reports"). As None of their respective datessuch forms, reports or documents, including any financial statements or schedules included or incorporated by reference therein, contained, when filed, any untrue statement of a material fact or omitted to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the Company's statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included in the Company SEC Reports complied as to form in all material respects with all applicable accounting requirements under the Securities Act, the Exchange Act and the published rules and regulations thereunder of the SEC with respect thereto and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made thereinfairly present, in light of conformity with generally accepted accounting principles applied on a consistent basis ("GAAP") (except as may be indicated in the circumstances in which they were madenotes thereto), not misleading. Each of the consolidated balance sheets included in or incorporated by reference into the Company's Reports (including the related notes and schedules) fairly presents the consolidated financial position of the Company and its consolidated Subsidiaries subsidiaries as of its date the dates thereof and each of the consolidated statements of income, stockholders' equity and of cash flows included in or incorporated by reference into the Company's Reports (including any related notes and schedules) fairly presents the their consolidated results of operations, retained earnings operations and cash flows, as the case may be, of the Company and its consolidated Subsidiaries changes in financial position for the periods set forth therein then ended (subject, in the case of the unaudited interim financial statements, to the absence of notes (to the extent permitted by the rules applicable to Form 10-Q) and to normal year-end audit adjustments that will adjustments). Since January 1, 1998, there has not be material been any change, or any application or request for any change, by the Company or any of its subsidiaries in amount accounting principles, methods or effect)policies for financial accounting or Tax purposes (subject, in each the case in accordance with GAAP consistently applied during the periods involved, except as may be noted therein. Except as set forth in Section 5.1(e) of the Company Disclosure Letter or except as may be reflected in any public filing made prior to the date of this Agreement with the SEC under Section 13 of the Exchange Act and the regulations promulgated thereunderunaudited interim financial statements, to the Company's knowledge, as of the date of this Agreement, no Person or "group" "beneficially owns" 5% or more of the Company's outstanding voting securities, with the terms "beneficially owns" and "group" having the meanings ascribed to them under Rule 13d-3 and Rule 13d-5 under the Exchange Actnormal year-end adjustments).

Reports; Financial Statements. The Company has filed with the SEC (i) all required forms, reports, registration statements and other documents required to be filed by it with (A) the SEC since December 31SEC, 1996. The Company has made or will make available to Parent each registration statementincluding, report, proxy statement or information statement prepared by the Company since December 31, 1996, including the Company's without limitation (1) all Annual Report Reports on Form 10-K for the years ended December 28KSB, 1996, December 27, 1997 and December 26, 1998 and the Company's (2) all Quarterly Report Reports on Form 10-Q for the quarters ended March 27QSB, 1999 (3) all proxy statements relating to meetings of stockholders (whether annual or special), (4) all Reports on Form 8-K, (5) all other reports or registration statements and June 26, 1999 in the form (including exhibits, annexes 6) all amendments and any amendments thereto) filed with the SEC supplements to all such reports and registration statements (collectively, including any such reports filed subsequent to the date of this Agreement, the "Company's Company SEC Reports") and (B) any applicable Blue Sky Laws and (ii) all forms, reports, statements and other documents required to be filed with any other applicable federal or state regulatory authorities (all such forms, reports, statements and other documents being referred to herein, collectively, as the "Company Reports"). As of their respective dates, the Company's The Company Reports complied as to form were prepared in all material respects in accordance with all the requirements of applicable requirements under Law (including, with respect to the Company SEC Reports, the Securities Act and Exchange Act, as the Exchange Act case may be, and the rules and regulations of the SEC thereunder applicable to such Company SEC Reports) and did not at the time they were filed 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 included financial statements (including, in each case, any related notes thereto) contained in the Company SEC Reports filed prior to or incorporated by reference into on the date of this Agreement (i) have been prepared in accordance with, and complied as to form with, the published rules and regulations of the SEC and generally accepted accounting principles applied on a consistent basis throughout the periods involved (except as otherwise noted therein) and (ii) fairly present the financial position of the Company as of the respective dates thereof and the results of its' operations and cash flows for the periods indicated. The Company's auditors have issued no management letters in connection with the Company's Reports (including financial statements. Attached hereto as Exhibit "E", the text of which is hereby incorporated herein by reference, are the audited financial statements of the Company as of December 31, 1999, containing the balance sheet of the Company and the related notes statements of operations, cash flows and schedules) shareholders' equity for the period then ended, together with unaudited interim financial statements for the period ended June 30, 2000 (the "Company Financial Statements"). The Company Financial Statements have been prepared in accordance with generally accepted accounting principles and practices consistently followed by the Company throughout the period indicated, and fairly presents present the consolidated financial position of the Company and its consolidated Subsidiaries as of its the date and each thereof. Schedule "E-1" attached hereto describes every sale of the consolidated statements of income, stockholders' equity and of cash flows included in or incorporated by reference into the Company's Reports (including any related notes and schedules) fairly presents the consolidated results of operations, retained earnings and cash flows, as the case may be, of the Company and its consolidated Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to the absence of notes (to the extent permitted by the rules applicable to Form 10-Q) and to normal year-end audit adjustments stock 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. Except as set forth in Section 5.1(e) of the Company Disclosure Letter or except as may be reflected in any public filing made prior has occurred subsequent to the date of this Agreement with the SEC under Section 13 of unaudited interim financial statements. Except as described in the Exchange Act and the regulations promulgated thereunder, notes to the Company's knowledgeFinancial Statements and Schedule E-1, as of the date of this Agreement, no Person or "group" "beneficially owns" 5% or more of the Company's outstanding voting securities, with the terms "beneficially owns" and "group" having the meanings ascribed to them under Rule 13d-3 and Rule 13d-5 under the Exchange Act.Company has not:

Reports; Financial Statements. The Company has filed with the SEC all required forms, reports, registration statements and documents required to be filed by it with the SEC since December 31, 1996. The Company has made or will make available to Parent each registration statement, report, proxy statement or information statement prepared by the Company since December 31, 1996, including the CompanyWWAT's Annual Report on Form ------------------------------- 10-K KSB for the years ended December 2831, 1996, December 27, 1997 2005 and December 2631, 1998 2006 and the Company's Quarterly Report Reports on Form 10-Q QSB for the quarters ended March 2731, 1999 2007 and June 2630, 1999 in 2007 (the form (including exhibits, annexes and any amendments thereto"Reports") have been filed with the SEC (collectivelyand the Reports complied in all ------- material respects with the rules of the SEC applicable to such Reports on the date filed with the SEC, including any such reports filed subsequent to and the Reports did not contain, on the date of this Agreementfiling with the SEC, the "Company's Reports"). As of their respective dates, the Company's Reports complied as to form in all material respects with all applicable requirements under the Securities Act, the Exchange Act and the rules and regulations thereunder and did not contain any untrue statement of a material fact fact, or omit to state a any 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 materially misleading. Each The Reports have not been amended, nor as of the date hereof has WWAT filed any report on Form 8-K since June 30, 2007 other than as set forth on Schedule 2.6 hereto. ------------ All of the consolidated balance sheets financial statements included in or incorporated by reference into the Company's Reports (including the related notes "WWAT ---- Financial Statements"): (a) have been prepared from and scheduleson the basis of, and --------------------- are in accordance with, the books and records of WWAT and with generally accepted accounting principles applied on a basis consistent with prior accounting periods; (b) fairly presents and accurately present in all material respects the consolidated financial position condition of WWAT as of the Company date of each such WWAT Financial Statement and its consolidated Subsidiaries as the results of its date and each of the consolidated statements of income, stockholders' equity and of cash flows included in or incorporated by reference into the Company's Reports (including any related notes and schedules) fairly presents the consolidated results of operations, retained earnings and cash flows, as the case may be, of the Company and its consolidated Subsidiaries operations for the periods set forth therein specified; and (subject, c) in the case of unaudited the annual financial statements, to the absence of notes (to the extent permitted are accompanied by the rules applicable to Form 10-Q) and to 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 thereinopinion of WWAT's independent public accountants. Except as set forth in Section 5.1(e) Schedule 2.6 or in the WWAT Financial Statements, as of the Company Disclosure Letter or except as may be reflected in any public filing made prior to ------------ the date of this Agreement with hereof, WWAT has no liabilities other than (x) liabilities which are reflected or reserved against in the SEC under Section 13 of the Exchange Act WWAT Financial Statements and the regulations promulgated thereunder, to the Company's knowledge, which remain outstanding and undischarged as of the date hereof, (y) liabilities arising in the ordinary course of this Agreementbusiness of WWAT since June 30, no Person 2007, or "group" "beneficially owns" 5% or more (z) liabilities incurred as a result of the Company's outstanding voting securitiestransactions contemplated by the Transaction Documents or which were not required by generally accepted accounting principles to be reflected or reserved on the WWAT Financial Statements. Since June 30, with the terms "beneficially owns" 2007, except as set forth on Schedule 2.6 hereto, there has not been any event ------------ or change which has or will have a Material Adverse Effect and "group" having the meanings ascribed WWAT has no knowledge of any event or circumstance that would reasonably be expected to them under Rule 13d-3 and Rule 13d-5 under the Exchange Actresult in such a Material Adverse Effect.

Reports; Financial Statements. The Company has filed with the SEC all required forms, reports, registration statements and documents required to be filed by it with the SEC since December 31, 1996. The Company has made or will make available to Parent each registration statement, report, proxy statement or information statement prepared by the Company since December 31, 1996, including the Company's ’s Annual Report on Form 10-K KSB for the years ended December 2831, 1996, December 27, 1997 2007 and December 2631, 1998 2008 and the Company's Quarterly Report Reports on Form 10-Q QSB for the quarters ended March 2731, 1999 2009, June 30, 2009 and June 26September 30, 1999 in 2009 (the form (including exhibits, annexes and any amendments thereto“Reports”) have been filed with the SEC (collectively, including any such reports filed subsequent to and the date of this Agreement, the "Company's Reports"). As of their respective dates, the Company's Reports complied as to form in all material respects with all the rules of the SEC applicable requirements under to such Reports on the Securities Actdate filed with the SEC, the Exchange Act and the rules and regulations thereunder and Reports did not contain contain, on the date of filing with the SEC, any untrue statement of a material fact fact, or omit to state a any 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 materially misleading. Each The Reports have not been amended, nor as of the date hereof has the Company filed any report on Form 8-K since November 30, 2009. All of the consolidated balance sheets financial statements included in or incorporated by reference into the Company's Reports (including the related notes “Company Financial Statements”): (a) have been prepared from and schedules) fairly presents on the consolidated financial position basis of, and are in accordance with, the books and records of the Company and its consolidated Subsidiaries as of its date with generally accepted accounting principles applied on a basis consistent with prior accounting periods; (b) fairly and each of accurately present in all material respects the consolidated statements of income, stockholders' equity and of cash flows included in or incorporated by reference into the Company's Reports (including any related notes and schedules) fairly presents the consolidated results of operations, retained earnings and cash flows, as the case may be, financial condition of the Company as of the date of each such Company Financial Statement and the results of its consolidated Subsidiaries operations for the periods set forth therein specified; and (subject, c) in the case of unaudited the annual financial statements, to the absence of notes (to the extent permitted are accompanied by the rules applicable to Form 10-Q) and to normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with GAAP consistently applied during opinion of the periods involved, except as may be noted thereinCompany’s independent public accountants. Except as set forth in Section 5.1(e) of the Company Disclosure Letter or except as may be reflected in any public filing made prior to the date of this Agreement with the SEC under Section 13 of the Exchange Act and the regulations promulgated thereunder, to the Company's knowledgeFinancial Statements, as of the date hereof, the Company has no liabilities other than (x) liabilities which are reflected or reserved against in the Company Financial Statements and which remain outstanding and undischarged as of the date hereof, (y) liabilities arising in the ordinary course of business of the Company since September 30, 2009, or (z) liabilities incurred as a result of this AgreementAgreement or which were not required by generally accepted accounting principles to be reflected or reserved on the Company Financial Statements. Since September 30, 2009, there has not been any event or change which has or will have a Material Adverse Effect and the Company has no Person knowledge of any event or "group" "beneficially owns" 5% or more of the Company's outstanding voting securities, with the terms "beneficially owns" and "group" having the meanings ascribed circumstance that would reasonably be expected to them under Rule 13d-3 and Rule 13d-5 under the Exchange Actresult in such a Material Adverse Effect.

Reports; Financial Statements. The Except as set forth in SECTION 3.4 OF THE COMPANY DISCLOSURE SCHEDULE, the Company has timely filed with the SEC all required forms, reports, registration statements reports and documents required to be filed by it with the SEC since December 31January 1, 19962004, each of which has complied in all material respects with all applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in each case, the rules and regulations promulgated thereunder applicable to such forms, reports and documents, each as in effect on the dates such forms, reports and documents were filed, except to the extent that such forms, reports and documents have been modified, amended or superseded by later forms, reports and documents filed prior to the date of this Agreement. The Company has made or will make available to Parent each registration statementParent, reportin the form filed with the SEC (including any amendments thereto), proxy statement or information statement prepared by the Company since December 31, 1996, including the Company's (i) its Annual Report Reports on Form 10-K for each of the fiscal years ended December 2831, 19962003, December 272004 and 2005, 1997 and December 26respectively, 1998 and (ii) all definitive proxy statements relating to the Company's Quarterly Report on Form 10-Q for meetings of stockholders (whether annual or special) held since January 1, 2004, and (iii) all other reports or registration statements filed by the quarters ended March 27, 1999 and June 26, 1999 in the form (including exhibits, annexes and any amendments thereto) filed Company with the SEC since January 1, 2004 (collectively, the "Company SEC Reports"). The Company has made available to the Parent copies of all SEC comment letters addressed to the Company since January 1, 2004. Except as set forth in SECTION 3.4 OF THE COMPANY DISCLOSURE SCHEDULE, none of such forms, reports or documents, including any financial statements or schedules included or incorporated by reference therein, contained, when filed, any untrue statement of a material fact or omitted to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except to the extent that such reports statements have been modified, amended or superseded by later Company SEC Reports filed subsequent prior to the date of this Agreement. The Company has complied in all material respects with the requirements of the Xxxxxxxx-Xxxxx Act of 2002 (the "S-Ox Act"), including, without limitation, all certifications and internal controls required pursuant to the S-Ox Act. Except as set forth in SECTION 3.4 OF THE COMPANY DISCLOSURE SCHEDULE, the "Company's Reports"). As consolidated financial statements of their respective dates, the Company's Company included in the Company SEC Reports (except to the extent such statements have been amended or modified by later Company SEC Reports filed prior to the date of this Agreement) filed prior to the date of this Agreement complied as to form in all material respects with all applicable requirements under the Securities Act, the Exchange Act accounting standards and the published rules and regulations thereunder of the SEC with respect thereto and did not contain any untrue statement of a fairly present in all material fact or omit to state a material fact required to be stated therein or necessary to make the statements made thereinrespects, in light conformity with generally accepted accounting principles ("GAAP") (except, in the case of interim financial statements, as permitted by the applicable rules and regulations of the circumstances SEC) applied on a consistent basis during the periods involved (except as may be indicated in which they were madethe notes thereto), not misleading. Each of the consolidated balance sheets included in or incorporated by reference into the Company's Reports (including the related notes and schedules) fairly presents the consolidated financial position of the Company and its consolidated Subsidiaries subsidiaries as of its date the dates thereof and each of the consolidated statements of income, stockholders' equity and of cash flows included in or incorporated by reference into the Company's Reports (including any related notes and schedules) fairly presents the consolidated results of operations, retained earnings their operations and cash flows, as the case may be, of the Company and its consolidated Subsidiaries flows for the periods set forth therein then ended (subject, in the case of the unaudited interim financial statements, to the absence of notes (to the extent permitted by the rules applicable to Form 10-Q) and to normal year-end audit adjustments adjustments). There are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any Company SEC Reports. The Company maintains a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance (i) that will not be material the Company maintains records that in amount or effect)reasonable detail accurately and fairly reflect its transactions and dispositions of assets, in each case (ii) that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP consistently applied during GAAP, (iii) that receipts and expenditures are executed only in accordance with authorizations of management and the periods involvedCompany Board and (iv) regarding prevention of timely detection of the unauthorized acquisition, except as may be noted thereinuse or disposition of the Company's assets that could have a material effect on the Company's consolidated financial statements. Except as set forth disclosed in Section 5.1(e) of the Company Disclosure Letter or except as may be reflected in any public filing made prior to SEC Reports, the date of this Agreement with the SEC under Section 13 of the Exchange Act and the regulations promulgated thereunder, to the Company's knowledge, Company has not identified as of the date of this Agreement, no Person hereof any material weaknesses in the design or "group" "beneficially owns" 5% or more operation of the Company's outstanding voting securitiesinternal control over financial reporting. There are no SEC inquiries or investigations, with other governmental inquiries or investigations or internal investigations pending or, to the terms "beneficially owns" and "group" having Knowledge of the meanings ascribed to them under Rule 13d-3 and Rule 13d-5 under Company, threatened in each case regarding any accounting practices of the Exchange ActCompany or any malfeasance by any director or executive officer of the Company.

Reports; Financial Statements. The It has delivered to the Company has filed with the SEC all required formsand each Stockholder, reports, registration statements and documents required to be filed by it with the SEC since December 31, 1996. The Company has made or will make available to Parent each registration statement, report, proxy statement or information statement prepared by the Company it since December 31June 30, 1996, including the Company's Annual Report on Form 10-K for the years ended December 28, 1996, December 27, 1997 and December 26, 1998 and the Company's Quarterly Report on Form 10-Q for the quarters ended March 27, 1999 and June 26, 1999 in the form 1996 (including exhibits, annexes and any amendments thereto), including, without limitation, its (i) Annual Report on Form 10-KSB for the year ended June 30, 1996 (the "STI Audit Date"), (ii) definitive proxy statement filed in connection with such annual report; and (iii) quarterly reports on Form 10-QSB for the SEC quarters ended September 30, 1996, December 30, 1996 and March 31, 1997 (collectively, including any such reports filed subsequent to the date of this Agreementhereof and prior to the Closing Date, the "Company's STI Reports"). As of their respective dates, the Company's STI Reports complied as to form in all material respects with all applicable requirements under the Securities Act, the Exchange Act and the rules and regulations thereunder and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. Each of the consolidated balance sheets included in or incorporated by reference into the Company's STI Reports (including the related notes and schedules) fairly presents the consolidated financial position of the Company STI and its consolidated Subsidiaries as of its date and each of the consolidated statements of income, cash flows and changes in stockholders' equity and of cash flows included in or incorporated by reference into the Company's STI Reports (including any related notes and schedules) fairly presents the consolidated results of operations, retained earnings earnings, cash flows and cash flowschanges in stockholders' equity, as the case may be, of the Company it and its consolidated Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to the absence of notes (to the extent permitted by the rules applicable to Form 10-Q) and to 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. Except as set forth in Section 5.1(e) To the best of their knowledge, STI's executive officers have disclosed to the Company all facts relating to the STI and its operations and assets material to the transactions contemplated by this Agreement. No representation or warranty made by STI in this Agreement and in any certificate furnished to the Company or the Company Stockholders pursuant to this Agreement and in the STI Disclosure Letter contains or except as may be reflected in any public filing made prior to the date of this Agreement with the SEC under Section 13 of the Exchange Act and the regulations promulgated thereunder, to the Company's knowledge, as of the date Closing Date will contain any untrue statement of this Agreement, no Person a material fact or "group" "beneficially owns" 5% omits to state a material fact necessary to make the statements contained herein or more of the Company's outstanding voting securities, therein not misleading. The representations and warranties made herein are made by STI with the terms "beneficially owns" knowledge and "group" having expectation that the meanings ascribed to them under Rule 13d-3 Company and Rule 13d-5 under the Exchange ActCompany Stockholders are placing reliance thereon.

Reports; Financial Statements. The Company has filed with the SEC all required forms, reports, registration statements and documents required to be filed by it with the SEC since December 31, 1996. The Company Parent has made or will make available to Parent the ----------------------------- Company each registration statement, report, proxy statement or information statement prepared by the Company Parent since December 31, 1996, including the CompanyParent's Annual Report on Form 10-K for the years ended December 2831, 1996, December 2731, 1997 and December 2631, 1998 and the CompanyParent's Quarterly Report on Form 10-Q for the quarters quarter ended March 27, 1999 and June 2631, 1999 in the form (including exhibits, annexes and any amendments thereto) filed with the SEC (collectively, including any such reports filed subsequent to the date of this Agreement, the "CompanyParent's Reports"). As of their respective dates, the CompanyParent's Reports complied ---------------- as to form in all material respects with all applicable requirements under the Securities Act, the Exchange Act and the rules and regulations thereunder and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. Each of the consolidated balance sheets included in or incorporated by reference into the CompanyParent's Reports (including the related notes and schedules) fairly presents the consolidated financial position of the Company Parent and its consolidated Subsidiaries as of its date and each of the consolidated statements of income, stockholdersshareholders' equity investment and of cash flows included in or incorporated by reference into the CompanyParent's Reports (including any related notes and schedules) fairly presents the consolidated results of operations, retained earnings statement of shareholders' investment and cash flows, as the case may be, of the Company Parent and its consolidated Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to the absence of notes (to the extent permitted by the rules applicable to Form 10-Q) and to 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. Except as set forth in Section 5.1(e5.2(e) of the Company Parent Disclosure Letter or except as may be reflected in any public filing made prior to the date of this Agreement with the SEC under Section 13 of the Exchange Act and the regulations promulgated thereunderLetter, to the CompanyParent's knowledge, as of the date of this Agreement, no Person or "group" "beneficially owns" 5% or more of the CompanyParent's outstanding voting securities, with the terms "beneficially owns" and "group" having the meanings ascribed to them under Rule 13d-3 and Rule 13d-5 under the Exchange Act.

Reports; Financial Statements. The Company has filed with the SEC all ----------------------------- required forms, reports, registration statements and documents required to be filed by it with the SEC since December 31, 1996. The Company has made or will make available to Parent each registration statement, report, proxy statement or information statement prepared filed by the Company since December 31, 1996, including the Company's Annual Report on Form 10-K for the years ended December 2831, 1996, December 2731, 1997 and December 2631, 1998 and the Company's Quarterly Report on Form 10-Q for the quarters quarter ended March 27, 1999 and June 2631, 1999 in the form (including exhibits, annexes and any amendments thereto) filed with the SEC (collectively, including any such reports filed subsequent to the date of this Agreement, the "Company's Reports"). As of their respective dates, ----------------- the Company's Reports complied as to form in all material respects with all applicable requirements under the Securities Act, the Exchange Act and the rules and regulations thereunder and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. Each of the consolidated balance sheets included in or incorporated by reference into the Company's Reports Repo rts (including the related notes and schedules) fairly presents the consolidated financial position of the Company and its consolidated Subsidiaries as of its date and each of the consolidated statements of income, stockholders' equity and of cash flows included in or incorporated by reference into the Company's Reports (including any related notes and schedules) fairly presents the consolidated results of operations, retained earnings and cash flows, as the case may be, of the Company and its consolidated Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to the absence of notes (to the extent permitted by the rules applicable to Form 10-Q) and to 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. Except as set forth in Section 5.1(e) of the Company Disclosure Letter or except as may be reflected in any public filing made prior to the date of this Agreement with the SEC under Section 13 of the Exchange Act and the regulations promulgated thereunder, to To the Company's knowledge, as of the date of this Agreement, no Person or "group" "beneficially owns" 5% or more of the Company's outstanding voting securities, with the terms "beneficially owns" and "group" having the meanings ascribed to them under Rule 13d-3 and Rule 13d-5 under the Exchange Act.

Reports; Financial Statements. The Company has filed with the SEC all required forms, reports, registration statements and documents required to be filed by it with the SEC since December 31, 1996. The Company has made or will make available to Parent each registration statement, report, proxy statement or information statement prepared by the Company since December 31, 1996, including the CompanyWWAT's Annual Report on Form 10-K KSB for ------------------------------ the years ended December 2831, 1996, December 27, 1997 2005 and December 2631, 1998 2006 and the Company's Quarterly Report Reports on Form 10-Q QSB for the quarters ended March 2731, 1999 2007, June 30, 2007 and June 26September 30, 1999 in 2007 (the form (including exhibits, annexes and any amendments thereto"Reports") have been filed with the SEC (collectively, including any such reports filed subsequent to and the date of this Agreement, the "Company's Reports"). As of their respective dates, the Company's Reports complied as to form ------- in all material respects with all the rules of the SEC applicable requirements under to such Reports on the Securities Actdate filed with the SEC, the Exchange Act and the rules and regulations thereunder and Reports did not contain contain, on the date of filing with the SEC, any untrue statement of a material fact fact, or omit to state a any 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 materially misleading. Each The Reports have not been amended, nor as of the date hereof has WWAT filed any report on Form 8-K since December 31, 2007 other than as set forth on Schedule 3.8 hereto. ------------ All of the consolidated balance sheets financial statements included in or incorporated by reference into the Company's Reports (including the related notes "WWAT ---- Financial Statements"): (a) have been prepared from and scheduleson the basis of, and --------------------- are in accordance with, the books and records of WWAT and with generally accepted accounting principles applied on a basis consistent with prior accounting periods; (b) fairly presents and accurately present in all material respects the consolidated financial position condition of WWAT as of the Company date of each such WWAT Financial Statement and its consolidated Subsidiaries as the results of its date and each of the consolidated statements of income, stockholders' equity and of cash flows included in or incorporated by reference into the Company's Reports (including any related notes and schedules) fairly presents the consolidated results of operations, retained earnings and cash flows, as the case may be, of the Company and its consolidated Subsidiaries operations for the periods set forth therein specified; and (subject, c) in the case of unaudited the annual financial statements, to the absence of notes (to the extent permitted are accompanied by the rules applicable to Form 10-Q) and to 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 thereinopinion of WWAT's independent public accountants. Except as set forth in Section 5.1(e) Schedule 3.8 or in the WWAT Financial Statements, as of the Company Disclosure Letter or except as may be reflected in any public filing made prior to ------------ the date of this Agreement with hereof, WWAT has no liabilities other than (x) liabilities which are reflected or reserved against in the SEC under Section 13 of the Exchange Act WWAT Financial Statements and the regulations promulgated thereunder, to the Company's knowledge, which remain outstanding and undischarged as of the date hereof, (y) liabilities arising in the ordinary course of this Agreementbusiness of WWAT since September 30, no Person 2007, or "group" "beneficially owns" 5% or more (z) liabilities incurred as a result of the Company's outstanding voting securitiestransactions contemplated by the Transaction Documents or which were not required by generally accepted accounting principles to be reflected or reserved on the WWAT Financial Statements. Since September 30, with the terms "beneficially owns" 2007, except as set forth on Schedule 3.8 ------------ hereto, there has not been any event or change which has or will have a Material Adverse Effect and "group" having the meanings ascribed WWAT has no knowledge of any event or circumstance that would reasonably be expected to them under Rule 13d-3 and Rule 13d-5 under the Exchange Actresult in such a Material Adverse Effect.

Reports; Financial Statements. The Company has (a) Since February 19, 1999, the Company, and to the best of the Company's knowledge, from January 1, 1997 until February 19, 1999, the Company's predecessor ABC Rail Products Corporation, have filed with the SEC all required forms, reports, registration statements reports and documents with the SEC required to be filed by it with pursuant to the SEC since December 31, 1996. The Company has made or will make available to Parent each registration statement, report, proxy statement or information statement prepared by the Company since December 31, 1996, including the Company's Annual Report on Form 10-K for the years ended December 28, 1996, December 27, 1997 and December 26, 1998 federal securities laws and the Company's Quarterly Report on Form 10-Q for the quarters ended March 27, 1999 rules and June 26, 1999 in the form (including exhibits, annexes and any amendments thereto) filed with the SEC regulations promulgated thereunder (collectively, including any such reports filed subsequent to the date of this Agreement, the "Company's ReportsSEC Documents"). As , all of which have complied as of their ------------- respective dates, the Company's Reports complied as to form filing dates in all material respects with all applicable requirements under of the Securities Act, the Exchange Act and the rules and regulations thereunder and did not contain Exchange Act. None of such forms, reports or documents at the time filed contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances in under which they were made, not misleading. Each Except to the extent that information contained in any SEC Document has been revised or superseded by a later-filed SEC Document filed and publicly available prior to the date hereof, none of the consolidated balance sheets SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in or incorporated the SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by reference into Form 10-Q of the Company's Reports SEC), applied on a consistent basis during the periods involved (including except as may be indicated in the related notes thereto) and schedules) fairly presents present the consolidated financial position of the Company and its consolidated Subsidiaries Subsidiaries, as of its date the dates thereof and each of the consolidated statements of income, stockholders' equity and of cash flows included in or incorporated by reference into the Company's Reports (including any related notes and schedules) fairly presents the consolidated results of operations, retained earnings its operations and cash flows, as the case may be, of the Company and its consolidated Subsidiaries flows for the periods set forth therein then ended (subject, in the case of unaudited statements, to the absence of notes (to the extent permitted by the rules applicable to Form 10-Q) and to normal year-end audit adjustments that will that, individually or in the aggregate are not be material in amount or effect), in each case in accordance with GAAP consistently applied during to a fair presentation of the periods involved, except as may be noted therein. Except as set forth in Section 5.1(e) consolidated financial position of the Company Disclosure Letter or except as may be reflected in any public filing made prior to the date of this Agreement with the SEC under Section 13 of the Exchange Act and the regulations promulgated thereunder, to the Company's knowledge, as of the date of this Agreement, no Person or "group" "beneficially owns" 5% or more of the Company's outstanding voting securities, with the terms "beneficially owns" and "group" having the meanings ascribed to them under Rule 13d-3 and Rule 13d-5 under the Exchange Actits Subsidiaries).

Reports; Financial Statements. The Company has filed with the SEC all required forms, reports, registration statements and documents All material filings required to be filed made by it with the SEC and its Subsidiaries since December 31, 19961995 under the Securities Act, the Exchange Act, the 1935 Act, the Power Act and state law applicable to public utilities, and under regulations applicable to public utilities in the United States, have been made in accordance with the requirements of the relevant Governmental Entities, except for such failures to make filings that are not, individually or in the aggregate, reasonably likely to have a Material Adverse Effect, and it has complied as of their respective dates, in all material respects with all applicable requirements of appropriate statutes and rules and regulations. The Company It has made or will make available delivered to Parent the other party each registration statement, report, proxy statement or information statement prepared by the Company it since December 31, 19961998 (the "Audit Date"), including the Company's (i) its Annual Report on Form 10-K for the years year ended December 2831, 19961998, December 27, 1997 and December 26, 1998 and the Company's (ii) its Quarterly Report Reports on Form 10-Q for the quarters periods ended March 2731, 1999 1999, and June 2630, 1999 1999, each in the form (including exhibits, annexes and any amendments thereto) filed with the SEC Securities and Exchange Commission (the "SEC") (collectively, including any such reports filed subsequent to the date of this Agreementhereof and as amended, the "Company's Reports"). As of their respective dates, (or, if amended, as of the Company's date of such amendment) the Reports complied as did not, and any Reports filed with the SEC subsequent to form in all material respects with all applicable requirements under the Securities Actdate hereof will not, the Exchange Act and the rules and regulations thereunder and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. Each of the consolidated balance sheets included in or incorporated by reference into the Company's Reports (including the related notes and schedules) fairly presents fairly, or will present fairly, in all material respects, the consolidated financial position of the Company it and its consolidated Subsidiaries as of its date and each of the consolidated statements of income, stockholderscash flows and changes in shareholders' equity and of cash flows included in or incorporated by reference into the Company's Reports (including any related notes and schedules) fairly presents fairly, or will present fairly, the consolidated results of operations, retained earnings cash flows and cash flowschanges in shareholders' equity, as the case may be, of the Company it and its consolidated Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to the absence of notes (to the extent permitted by the rules applicable to Form 10-Q) and to 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. Except as set forth in Section 5.1(e) of the Company Disclosure Letter or except as may be reflected in any public filing made prior to the date of this Agreement with the SEC under Section 13 of the Exchange Act and the regulations promulgated thereunder, to the Company's knowledge, as of the date of this Agreement, no Person or "group" "beneficially owns" 5% or more of the Company's outstanding voting securities, with the terms "beneficially owns" and "group" having the meanings ascribed to them under Rule 13d-3 and Rule 13d-5 under the Exchange Act.and

Reports; Financial Statements. The Company Since December 31, 1998, Parent has filed with the SEC and the appropriate Canadian securities regulatory authorities all required material forms, reports, registration statements and documents (including all exhibits, post-effective amendments and supplements thereto) required to be filed by it under each of the Securities Act, the Exchange Act and the respective rules and regulations thereunder (such filings through the date hereof, collectively the "Parent Reports" and, together with the SEC since December 31, 1996. The Company has made or will make available to Parent each registration statement, report, proxy statement or information statement prepared by the Company since December 31, 1996, including the Company's Annual Report on Form 10-K for the years ended December 28, 1996, December 27, 1997 and December 26, 1998 and the Company's Quarterly Report on Form 10-Q for the quarters ended March 27, 1999 and June 26, 1999 in the form (including exhibits, annexes and any amendments thereto) filed with the SEC (collectively, including any such reports filed subsequent to the date of this AgreementReports, the "Company's Reports"). As of their respective dates, the Company's Parent Reports complied as to form in all material respects with all applicable requirements under the Securities Act, the Exchange Act and the rules and regulations thereunder and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in under which they were made, not misleading. Each of the consolidated balance sheets of Parent and its subsidiaries included in or incorporated by reference into the Company's Parent Reports (including the related notes and schedules) fairly presents fairly, in all material respects, the consolidated financial position of the Company Parent and its consolidated Subsidiaries subsidiaries as of its date date, and each of the related consolidated statements of income, stockholders' changes in equity (deficit) and of cash flows included in or incorporated by reference into the Company's Parent Reports (including any related notes and schedules) fairly presents fairly, in all material respects, the consolidated results of operations, retained earnings operations and cash flows, as the case may be, flows of the Company Parent and its consolidated Subsidiaries subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to the absence of notes (to the extent permitted by the rules applicable to Form 10-Q) and to normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance conformity with GAAP generally accepted accounting principles in Canada ("Canadian GAAP") consistently applied during the periods involved, involved except as may be noted therein. Except The related notes reconciling to U.S. GAAP the consolidated financial statements of Parent, or any portion thereof, as applicable, comply in all material respects with the requirements of the SEC applicable to such reconciliation. "Parent Balance Sheet" means the consolidated balance sheet of Parent as of September 30, 2000 set forth in Section 5.1(e) of the Company Disclosure Letter or except as may be reflected in any public filing made prior to the date of this Agreement with the SEC under Section 13 of the Exchange Act and the regulations promulgated thereunder, to the Company's knowledge, as of the date of this Agreement, no Person or "group" "beneficially owns" 5% or more of the Company's outstanding voting securities, with the terms "beneficially owns" Parent 2000 Annual Report and "groupParent Balance Sheet Date" having the meanings ascribed to them under Rule 13d-3 and Rule 13d-5 under the Exchange Actmeans September 30, 2000.