Common use of Reports; Financial Statements Clause in Contracts

Reports; Financial Statements. (a) Since September 30, 1999, ACQUIROR has timely filed (i) all forms, reports, statements and other documents required to be filed with (A) the Securities and Exchange Commission ("SEC"), including, without limitation, (1) all Annual Reports on Form 10-K, (2) all Quarterly Reports on Form 10-Q, (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 (6) all amendments and supplements to all such reports and registration statements (collectively, 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 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 after the date of this Agreement and prior to the Effective Date (x) were or will be prepared in all material respects in accordance with the requirements of applicable Law (including, with respect to the ACQUIROR SEC Reports, the Securities 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 therein, in the light of the circumstances under which they were made, not misleading. (b) Except as disclosed in Section 6.7(b) of the ACQUIROR Disclosure Schedule, each of the financial statements with results through December 31, 2000 (including, in each case, any related notes thereto) contained in the ACQUIROR SEC Reports filed prior to, on or after the date of this Agreement (i) have been or will be prepared in accordance with the published rules and regulations of the SEC and generally accepted accounting principles and (ii) fairly present or will fairly present the financial position of ACQUIROR as of the respective dates thereof and the results of operations and cash flows for the periods indicated (including reasonable estimates of normal and recurring year-end adjustments), except that (A) any unaudited interim financial statements were or will be subject to normal and recurring year-end adjustments and (B) any pro forma financial information contained in such financial statements is not necessarily indicative of the financial position of ACQUIROR as of the respective dates thereof and the results of operations and cash flows for the periods indicated.

Reports; Financial Statements. (a) Since September 30January 1, 1999, ACQUIROR has 1998 Duke Energy and its subsidiaries have timely filed (i) all forms, reports, schedules, statements and other documents required to be filed with (Ai) the Securities and SEC under the Exchange Commission Act or the 1933 Act (the "SECDuke Energy SEC Documents"), including, without limitation, (1ii) all Annual Reports on Form 10-K, (2) all Quarterly Reports on Form 10-Q, (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 any applicable state securities authority and (6) all amendments and supplements to all such reports and registration statements (collectively, the "ACQUIROR SEC Reports") and (Biii) 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 authoritiesGovernmental Entity, except in each case where the failure to file any such forms, reports, schedules, statements or other documents referred to in this clause (ii) would not have a ACQUIROR Material Adverse Effect on Duke Energy (all such forms, reports, schedules, statements and other documents in clauses (i) and (ii) of this Section 6.7(a) being are collectively referred to herein, collectively, as the "ACQUIROR ReportsDuke Energy Documents"). The ACQUIROR ReportsDuke Energy SEC Documents, including all ACQUIROR Reports at the time filed after the date of this Agreement and prior to the Effective Date (x) were or will be prepared in all material respects in accordance with the requirements of applicable Law (including, with respect to the ACQUIROR SEC Reports, the Securities 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 therein, contained therein not misleading in the light of the circumstances under which they were mademade and (y) complied in all material respects with the requirements of applicable Laws (including the 1933 Act, not misleadingthe Exchange Act and the rules and regulations thereunder). (b) Except as disclosed in Section 6.7(b) of the ACQUIROR Disclosure Schedule, each of the The consolidated financial statements with results through December 31, 2000 (including, including in each case, any related notes thereto) contained in the ACQUIROR any Duke Energy SEC Reports filed prior to, on or after the date of this Agreement Documents (i) have been or will be prepared in accordance with the published rules and regulations of the SEC and United States generally accepted accounting principles and applied on a consistent basis during the periods involved (subject, in the case of unaudited financial statements, to the absence of notes), (ii) complied in all material respects with the requirements of applicable securities Laws, and (iii) fairly present or will fairly present present, in all material respects, the consolidated financial position position, results of ACQUIROR operations and cash flows of Duke Energy and its subsidiaries as of the respective dates thereof and the results of operations and cash flows for the respective periods indicated covered thereby, subject, in the case of unaudited financial statements, to normal, recurring audit adjustments none of which will be material. (including reasonable c) From January 1, 1998 to the date of this Agreement, there has been no change in Duke Energy's accounting policies or methods of making accounting estimates of normal and recurring year-end adjustments)or changes in estimates that are material to such financial statements, except that (A) any unaudited interim financial statements were or will be subject as described in the notes thereto with respect to normal and recurring year-end adjustments and (B) any pro forma financial information contained in such financial statements is not necessarily indicative of periods ending prior to the financial position of ACQUIROR as of the respective dates thereof and the results of operations and cash flows for the periods indicateddate hereof.

Reports; Financial Statements. (a) Since September 30Each registration statement, report, proxy statement or information statement prepared by Purchaser since January 31, 1999, ACQUIROR has timely filed (i) all forms, reports, statements and other documents required to be filed with (A) the Securities and Exchange Commission ("SEC"), including, without limitation, (1) all including Purchaser's Annual Reports Report on Form 10-KK for the years ended January 31, (2) all 1999 and Purchaser's Quarterly Reports on Form 10-QQ for the quarters ended April 30, 1999 and July 31, 1999 in the form (3including exhibits, annexes and any amendments thereto) 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 (6) all amendments and supplements to all such reports and registration statements filed with the SEC (collectively, 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 including any such forms, reports, statements or other documents referred reports filed subsequent 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 after the date of this Agreement and prior Agreement, "Purchaser's Reports") complied as to the Effective Date (x) were or will be prepared in form with all material respects in accordance with the applicable requirements of applicable Law (including, with respect to the ACQUIROR SEC Reports, under the Securities Act and Act, 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 under in which they were made, not misleading. (b) Except as disclosed in Section 6.7(b) . Each of the ACQUIROR Disclosure Schedule, consolidated balance sheets included in or incorporated by reference into Purchaser's Reports (including the related notes and schedules) fairly presents the consolidated financial position of Purchaser and its Subsidiaries as of its date and each of the financial consolidated statements with of income, shareholders' investment and cash flows included in or incorporated by reference into Purchaser's Reports (including any related notes and schedules) fairly presents the consolidated results through December 31of operations, 2000 statement of shareholders' investment and cash flows, as the case may be, of Purchaser and its Subsidiaries for the periods set forth therein (includingsubject, 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, any related notes thereto) contained in the ACQUIROR SEC Reports filed prior to, on or after the date of this Agreement (i) have been or will be prepared case in accordance with the published rules and regulations of the SEC and generally accepted accounting principles and (ii) fairly present or will fairly present the financial position of ACQUIROR as of the respective dates thereof and the results of operations and cash flows for GAAP consistently applied during the periods indicated (including reasonable estimates of normal and recurring year-end adjustments)involved, except that (A) any unaudited interim financial statements were or will as may be subject to normal and recurring year-end adjustments and (B) any pro forma financial information contained in such financial statements is not necessarily indicative of the financial position of ACQUIROR as of the respective dates thereof and the results of operations and cash flows for the periods indicatednoted therein.

Reports; Financial Statements. (a) Since ▇▇▇▇▇.▇▇▇ 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 period ended December 31, 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 ▇▇▇▇▇.▇▇▇ since its initial public offering on March 24, 1999, including ▇▇▇▇▇.▇▇▇'s Quarterly Report on Form 10-Q for the quarter ended September 30, 19991999 in the form (including exhibits, ACQUIROR has timely filed (iannexes and any amendments thereto) all forms, reports, statements and other documents required to be filed with (A) the Securities and Exchange Commission ("SEC"), including, without limitation, (1) all Annual Reports on Form 10-K, (2) all Quarterly Reports on Form 10-Q, (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 (6) all amendments and supplements to all such reports and registration statements (collectively, 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 including any such forms, reports, statements or other documents referred reports filed subsequent 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) the date of this Section 6.7(a) being referred to hereinAgreement, collectively, as the "ACQUIROR ▇▇▇▇▇.▇▇▇'s SEC Reports"). The ACQUIROR ReportsAs of their respective dates, including ▇▇▇▇▇.▇▇▇'s SEC Reports complied as to form with all ACQUIROR Reports filed after the date of this Agreement and prior to the Effective Date (x) were or will be prepared in all material respects in accordance with the applicable requirements of applicable Law (including, with respect to the ACQUIROR SEC Reports, under the Securities Act of 1933, as amended (the "Securities 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 thereinmade therein not misleading. Each of the consolidated balance sheets included in or incorporated by reference into ▇▇▇▇▇.▇▇▇'s SEC Reports (including the related notes and schedules) fairly presents the consolidated balance sheet of ▇▇▇▇▇.▇▇▇ and its subsidiaries as of its date and each of the consolidated statements of income, shareholders' investment and cash flows included in or incorporated by reference into ▇▇▇▇▇.▇▇▇'s SEC Reports (including any related notes and schedules) fairly presents the consolidated results of operations, statement of shareholders' investment and cash flows, as the case may be, of ▇▇▇▇▇.▇▇▇ and its subsidiaries for the periods set forth therein (subject, in the light case of unaudited statements, to the circumstances under which they were made, not misleading. absence of notes (bto the extent permitted by the rules applicable to form 10-Q) Except as disclosed in Section 6.7(b) of the ACQUIROR Disclosure Schedule, each of the financial statements with results through December 31, 2000 (including, in each case, any related notes thereto) contained in the ACQUIROR SEC Reports filed prior to, on or after the date of this Agreement (i) have been or will be prepared in accordance with the published rules and regulations of the SEC and generally accepted accounting principles and (ii) fairly present or will fairly present the financial position of ACQUIROR as of the respective dates thereof and the results of operations and cash flows for the periods indicated (including reasonable estimates of normal and recurring year-end adjustments), except that (A) any unaudited interim financial statements were or will be subject to normal and recurring year-end adjustments and (B) any pro forma financial information contained that will not be material in such financial statements is not necessarily indicative of the financial position of ACQUIROR as of the respective dates thereof and the results of operations and cash flows for amount or effect), in each case in accordance with GAAP consistently applied during the periods indicatedinvolved, except as may be noted therein.

Reports; Financial Statements. (a) Since September 30Except as set ------------------------------- forth on Schedule 3.07, 1999, ACQUIROR has timely (x) AANP and its subsidiaries have filed (i) all forms, ------------- reports, statements and other documents required to be filed with (A) the Securities and Exchange Commission ("SEC"), including, without limitation, limitation (1) --- all Annual Reports on Form 10-KKSB, (2) all Quarterly Reports on Form 10-QQSB, (3) all proxy statements relating to meetings of stockholders shareholders (whether annual or special), (4) all Current Reports on Form 8-K, (5) all other reports or registration statements and (6) all amendments and supplements to all such reports and registration statements (collectively, the "ACQUIROR AANP SEC Reports") and (B) any other ------------------ applicable state securities authorities 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, except where the failure to file any such forms, reports, statements or other documents referred to in this clause (ii) would not have a ACQUIROR Material Adverse Effect authorities (all such forms, reports, statements and other documents in clauses (i) and (ii) of this Section 6.7(a3.07(a) being referred to herein, collectively, as the "ACQUIROR AANP Reports"). The ACQUIROR ReportsTo the knowledge of AANP, including all ACQUIROR the AANP ------------- Reports filed after the date of this Agreement and prior to the Effective Date (x) were or will be prepared in all material respects in accordance with the requirements of applicable Law (including, with respect to the ACQUIROR AANP SEC Reports, the Securities 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 AANP SEC Reports) and (y) did not at the time they were filed, or will not at the time they are filed, 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 therein, in the light of the circumstances under which they were made, not misleading. (b) Except as disclosed in Section 6.7(b) To the knowledge of the ACQUIROR Disclosure ScheduleAANP, each of the financial statements with results through December 31, 2000 (including, in each case, any related notes thereto) contained in the ACQUIROR AANP SEC Reports filed prior to, to or on or after the date of this Agreement (i) have been or will be prepared in accordance with 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 or will fairly present the financial position of ACQUIROR AANP as of the respective dates thereof and the results of operations and cash flows for the periods indicated (including reasonable estimates of normal and recurring year-end adjustments), except that (A) any unaudited interim financial statements were or will be subject to normal and recurring year-end adjustments and (B) any pro forma financial information contained in such financial statements is not necessarily indicative of the financial position of ACQUIROR as of the respective dates thereof and the results of its operations and cash flows for the periods indicated. (c) Except as set forth on Schedule 3.07(c) hereto, AANP's ----------------- auditors have issued no management letters in connection with AANP's financial statements.

Reports; Financial Statements. (a) Since September April 30, 19992006, ACQUIROR Resource has timely filed (i) all forms, reports, schedules, statements and other (including exhibits and all other information incorporated therein) documents required to be filed with (Ai) the Canadian Securities and Exchange Commission ("SEC"), including, without limitationAdministrators, (1) all Annual Reports on Form 10-K, (2) all Quarterly Reports on Form 10-Q, (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 (6) all amendments and supplements to all such reports and registration statements (collectively, the "ACQUIROR SEC Reports") and (Bii) any other applicable state federal, state, provincial or territorial securities authorities authority and (iiiii) all forms, reports, statements and other documents required to be filed with any other applicable federal or state regulatory authoritiesGovernmental Entity, except with respect to clause (iii) of this Section 3.7(a) where the failure to file any such forms, reports, schedules, statements or other documents referred to in this clause (ii) would not have a ACQUIROR Material Adverse Effect on Resource (all such forms, reports, schedules, statements and other documents in clauses (i) and (ii) of this Section 6.7(a) being are collectively referred to herein, collectively, as the "ACQUIROR Reports"“Resource Documents”). The ACQUIROR ReportsResource Documents, including all ACQUIROR Reports at the time filed after the date of this Agreement and prior to the Effective Date (x) were or will be prepared in all material respects in accordance with the requirements of applicable Law (including, with respect to the ACQUIROR SEC Reports, the Securities 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 therein, contained therein not misleading in the light of the circumstances under which they were made, not misleadingmade and (y) complied in all material respects with the requirements of applicable Laws. (b) Except as disclosed in Section 6.7(b) of the ACQUIROR Disclosure Schedule, each of the The consolidated financial statements with results through December 31, 2000 (including, including in each case, any related notes thereto) contained in the ACQUIROR SEC Reports filed prior to, on or after the date any of this Agreement Resource’s Public Disclosure Documents (i) have been or will be prepared in accordance with the published rules and regulations of the SEC and Canadian generally accepted accounting principles and applied on a consistent basis during the periods involved (subject, in the case of unaudited financial statements, to the absence of notes), (ii) fairly present or will complied in all material respects with the requirements of applicable securities Laws, (iii) are in accordance with the books and records of Resource, (iv) fairly present the consolidated results of operations and the consolidated financial position condition of ACQUIROR the business of for the periods covered thereby, (v) contain and reflect adequate provision or allowance for all reasonably anticipated liabilities, expenses and losses of Resource, and (vi) fairly present, in all material respects, the consolidated financial position, results of operations and cash flows of Resource as of the respective dates thereof and the results of operations and cash flows for the respective periods indicated covered thereby, subject, in the case of unaudited financial statements, to normal, recurring audit adjustments none of which will be material, individually or in the aggregate, in amount or effect. (including reasonable estimates c) From April 30, 2006 to the date of normal and recurring year-end adjustments)this Agreement, there has been no change in Resource’s accounting policies, methods, practices or principles that are material to such financial statements, except that (A) any unaudited interim financial statements were or will be subject as described in the notes thereto with respect to normal and recurring year-end adjustments and (B) any pro forma financial information contained in such financial statements is not necessarily indicative periods ending prior to the date of the financial position of ACQUIROR as of the respective dates thereof and the results of operations and cash flows for the periods indicatedthis Agreement.

Reports; Financial Statements. (a) Since September 30, 1999, ACQUIROR has Purchaser SEC Documents were filed in a timely filed (i) manner and in material compliance with all forms, reports, statements applicable Laws and other documents required requirements applicable thereto. As of their respective dates (or if amended prior to be filed with (A) the Securities and Exchange Commission ("SEC"), including, without limitation, (1) all Annual Reports on Form 10-K, (2) all Quarterly Reports on Form 10-Q, (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 (6) all amendments and supplements to all such reports and registration statements (collectively, 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 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, collectivelydate hereof, as the "ACQUIROR Reports"). The ACQUIROR Reports, including all ACQUIROR Reports filed after of the date of this Agreement and prior to such amendment), the Effective Date (x) were or will be prepared Purchaser SEC Documents complied in all material respects in accordance with the requirements of under applicable Law (including, with respect to regarding the ACQUIROR SEC Reports, accuracy and completeness of the Securities Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as the case may bedisclosures contained therein, and the rules and regulations none of the Purchaser 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 Documents contained any untrue statement of a material fact or omit omitted to state a any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that information set forth in the Purchaser SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. (b) Except as disclosed The consolidated balance sheet (including the related notes and schedules) included in Section 6.7(b) of the ACQUIROR Disclosure Schedule, each of the audited consolidated financial statements with results through of Purchaser for the fiscal year ended December 31, 2000 2011 (includingthe “Purchaser Financial Statements”) fairly presents the consolidated financial position of Purchaser and its Subsidiaries as of its date, and the consolidated statements of income, equity, and cash flows and of changes in financial position included in the Purchaser Financial Statements (including any related notes and schedules) fairly present the results of operations, equity, cash flows and changes in financial position, as the case may be, of Purchaser and its Subsidiaries for the periods set forth therein, in each case, any related notes thereto) contained case in the ACQUIROR SEC Reports filed prior to, on or after the date of this Agreement (i) have been or will be prepared in accordance conformity with the published rules and regulations of the SEC and generally accepted accounting principles and (ii) fairly present or will fairly present the financial position of ACQUIROR as of the respective dates thereof and the results of operations and cash flows for GAAP consistently applied during the periods indicated (including reasonable estimates of normal and recurring year-end adjustments)involved, except that (A) any unaudited interim financial statements were or will as may be subject to normal and recurring year-end adjustments and (B) any pro forma financial information contained in such financial statements is not necessarily indicative of the financial position of ACQUIROR as of the respective dates thereof and the results of operations and cash flows for the periods indicatednoted therein.

Reports; Financial Statements. (a) Since September 30As of the respective dates of their filing with the SEC, 1999the Company's reports, ACQUIROR has timely filed (i) all forms, reportsschedules, statements and other documents required to be filed with (A) the Securities and Exchange Commission ("SEC")documents, including, without limitation, (1) all Annual Reports on Form 10-K, (2) all Quarterly Reports on Form 10-Q, (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 (6) all amendments and supplements to all such reports and registration statements (collectively, 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 together with any other applicable federal or state regulatory authoritiesamendments thereto, except where filed by the failure to file any such formsCompany with the SEC since December 31, reports, statements or other documents referred to in this clause (ii) would not have a ACQUIROR Material Adverse Effect 2002 (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 foregoing filed after the date of this Agreement December 31, 2002 and prior to the Effective Date date hereof and all exhibits included therein and financial statements and schedules thereto and documents (xincluding all exhibits available on the SEC's EDGAR system) were or will be prepared incorporated by reference therein being hereinafter referred to collectively as the "SEC Reports"), complied in all material respects in accordance with the applicable requirements of applicable Law (including, with respect to the ACQUIROR SEC Reports, the Securities 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 Commission promulgated thereunder applicable to such ACQUIROR the SEC Reports) and (y) . The SEC Reports did not not, at the time they were filed, or will not at filed with the time they are filedSEC, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were are made, not misleading. (b) Except as disclosed in Section 6.7(b) The consolidated financial statements of the ACQUIROR Disclosure Schedule, each of the financial statements with results through December 31, 2000 Company (including, in each case, any related schedules or notes thereto) contained in or incorporated by reference in the ACQUIROR SEC Reports filed prior to, on or after (the date of this Agreement "Financial Statements") (i) have been or will be prepared in accordance with the published rules and regulations of the SEC and accounting principles generally accepted accounting principles in the United States ("GAAP"), consistently applied, during the periods involved (except (A) as may be otherwise indicated in such Financial Statements or the notes thereto or (B) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements), and (ii) fairly present or will fairly present in all material respects the consolidated financial position of ACQUIROR the Company and its Subsidiaries as of the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated (including reasonable estimates then ended, subject, in the case of normal and recurring year-end adjustments)unaudited financial statements, except that (A) any unaudited interim financial statements were or will be subject to normal and recurring year-end adjustments and omitted footnote disclosure. (Bc) any pro forma financial information contained in such financial statements is not necessarily indicative The copies of the financial position of ACQUIROR as information set forth in Schedule II and delivered by the Company to the Investor in connection with this transaction: (i) were prepared in good faith and derived from the Company's internal accounting systems which are subject to internal accounting control review by the Company's independent auditors in support of the respective dates thereof Company's audited financial statements, and (ii) to the results Knowledge of operations the Company, were a fair and cash flows accurate presentation of the financial condition of the Company for the periods indicatedthey purported to represent. The projections provided to the Investor by the Company were prepared in good faith by the Company, and the Company believes there is a reasonable basis for such projections. However, the Company does not warrant the accuracy of these forward-looking projections.

Reports; Financial Statements. It has made available to the other party each registration statement, report, proxy statement or information statement prepared by it since December 31, 1996, including without limitation its Annual Report on Form 10-K for the years ended December 31, 1996, December 31, 1997 and December 31, 1998 in the form (aincluding exhibits, annexes and any amendments thereto) Since September 30, 1999, ACQUIROR has timely filed (i) all forms, reports, statements and other documents required to be filed with (A) the Securities and Exchange Commission (the "SEC"), including, without limitation, (1) all Annual Reports on Form 10-K, (2) all Quarterly Reports on Form 10-Q, (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 (6) all amendments and supplements to all such reports and registration statements (collectively, 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 including any such forms, reports, statements or other documents referred reports filed subsequent 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 after the date of this Agreement and prior Agreement, its "REPORTS"). As of their respective dates, its Reports complied, as to the Effective Date (x) were or will be prepared in all material respects in accordance with the requirements of applicable Law (includingform, with respect to all applicable requirements under the ACQUIROR SEC ReportsSecurities Act, the Securities 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) thereunder, and (ytogether with any amendments thereto filed prior to the date hereof) 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 under in which they were made, not misleading. (b) Except as disclosed in Section 6.7(b) . Each of the ACQUIROR Disclosure Scheduleconsolidated balance sheets included in, or incorporated by reference into, its Reports (including the related notes and schedules) fairly presents the consolidated financial position of it and its Subsidiaries as of its date and each of the financial consolidated statements with of income, stockholders' equity, and of cash flows included in, or incorporated by reference into, its Reports (including any related notes and schedules) fairly presents the consolidated results through December 31of operations, 2000 retained earnings and cash flows, as the case may be, of it and its Subsidiaries for the periods set forth therein (includingsubject, in the case of unaudited statements, to notes and normal year-end audit adjustments that will not be material in amount or effect), in each case, any related notes thereto) contained in the ACQUIROR SEC Reports filed prior to, on or after the date of this Agreement (i) have been or will be prepared case in accordance with the published rules and regulations of the SEC and generally accepted accounting principles and (ii"GAAP") fairly present consistently applied during the periods involved, except as may be noted therein. It has made available to the other party all correspondence since December 31, 1996 between it or will fairly present its representatives, on the financial position of ACQUIROR as of the respective dates thereof one hand, and the results of operations and cash flows for the periods indicated (including reasonable estimates of normal and recurring year-end adjustments)SEC, except that (A) any unaudited interim financial statements were or will be subject to normal and recurring year-end adjustments and (B) any pro forma financial information contained in such financial statements is not necessarily indicative of the financial position of ACQUIROR as of the respective dates thereof and the results of operations and cash flows for the periods indicated.on

Reports; Financial Statements. (a) Since September 30Except as set forth on Schedule 3.07, 1999, ACQUIROR has timely (x) Havenwood and its subsidiaries have filed (i) all forms, reports, statements and other documents required to be filed with (A) the Securities and Exchange Commission ("SEC"), including, without limitation, limitation (1) all Annual Reports on Form 10-KKSB, (2) all Quarterly Reports on Form 10-QQSB, (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 (6) all amendments and supplements to all such reports and registration statements (collectively, the "ACQUIROR Havenwood SEC Reports") and (B) any other applicable state securities authorities 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, except where the failure to file any such forms, reports, statements or other documents referred to in this clause (ii) would not have a ACQUIROR Material Adverse Effect authorities (all such forms, reports, statements and other documents in clauses (i) and (ii) of this Section 6.7(a3.07(a) being referred to herein, collectively, as the "ACQUIROR Havenwood Reports"). The ACQUIROR Reports, including all ACQUIROR Havenwood Reports filed after the date of this Agreement and prior to the Effective Date (x) were or will be prepared in all material respects in accordance with the requirements of applicable Law (including, with respect to the ACQUIROR Havenwood SEC Reports, the Securities 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 Havenwood SEC Reports) and (y) did not at the time they were filed, or will not at the time they are filed, 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 therein, in the light of the circumstances under which they were made, not misleading. (b) Except as disclosed in Section 6.7(b) of the ACQUIROR Disclosure Schedule, each Each of the financial statements with results through December 31, 2000 (including, in each case, any related notes thereto) contained in the ACQUIROR Havenwood SEC Reports filed prior to, to or on or after the date of this Agreement (i) have been or will be prepared in accordance with 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 or will fairly present the financial position of ACQUIROR Havenwood as of the respective dates thereof and the results of operations and cash flows for the periods indicated (including reasonable estimates of normal and recurring year-end adjustments), except that (A) any unaudited interim financial statements were or will be subject to normal and recurring year-end adjustments and (B) any pro forma financial information contained in such financial statements is not necessarily indicative of the financial position of ACQUIROR as of the respective dates thereof and the results of its operations and cash flows for the periods indicated. (c) To the best of Havenwood's knowledge after due inquiry, except as set forth on Schedule 3.07(c) hereto, Havenwood's auditors have issued no management letters in connection with Havenwood's financial statements.

Reports; Financial Statements. (a) Since September 30December 31, 19991996, ACQUIROR has timely filed (i) the Company has filed all forms, reports, statements and other documents required to be filed with (A) [a] the Securities and Exchange Commission (the "SEC"), ) including, without limitation, (1) [i] all Annual Reports on Form 10-K, (2) [ii] all Quarterly Reports on Form 10-Q, (3) [iii] all proxy statements relating to meetings of stockholders shareholders (whether annual or special), (4) [iv] all required Current Reports on Form 8-K, (5) [v] all other reports or registration statements and (6) [vi] all amendments and supplements to all such reports and registration statements statements, which amendments and supplements have been, to the knowledge of the Company, required to be filed (collectively, as amended or supplemented, the "ACQUIROR Company SEC Reports") ), and (B) [b] any other applicable state securities authorities 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 any such forms, reports, reports or statements or other documents referred to in this clause (ii) would not have a ACQUIROR Company Material Adverse Effect (all such forms, reports, statements and other documents in clauses (i) and (ii) of this Section 6.7(asection 3.07(a) being collectively referred to herein, collectively, as the "ACQUIROR Company Reports"). The ACQUIROR Reports, including all ACQUIROR Such Company SEC Reports filed after the date of this Agreement and prior to the Effective Date (x) were or will be prepared in all material respects in accordance with the requirements of applicable Law (including, with respect to the ACQUIROR SEC Reports, the Securities 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 Company Reports do 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 any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, therein not misleading. (b) Except as disclosed in Section 6.7(b) Each of the ACQUIROR Disclosure Schedule, each of the consolidated financial statements with results through December 31, 2000 (including, in each case, any related notes theretoto such statements) contained in the ACQUIROR Company SEC Reports filed prior to, on or after the date of this Agreement (i) have been or will be prepared in all material respects in accordance with the 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 (ii) fairly present or will fairly present represent the consolidated financial position of ACQUIROR the Company and its Subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows for the periods indicated (including reasonable estimates of subject to normal and recurring year-end adjustments), except that (A) adjustments in the case of any unaudited interim financial statements were statements). (c) Except as and to the extent reflected on, or will be subject to normal and recurring year-end adjustments and (B) any pro forma financial information contained in such financial statements is not necessarily indicative reserved against in, the consolidated balance sheet of the financial position Company and its Subsidiaries at December 31, 1996, including all notes thereto (the "Company Balance Sheet"), or as set forth on Schedule 3.07(c), neither the Company nor any of ACQUIROR as its Subsidiaries has any liabilities or obligations (whether accrued, absolute, contingent or otherwise) that would be required to be reflected on, or reserved against in, a balance sheet of the respective dates thereof Company or in the notes thereto, prepared in accordance with the published rules and regulations of the results SEC and GAAP, except for liabilities or obligations incurred in the ordinary course of operations and cash flows for business since December 31, 1996 that, individually or in the periods indicatedaggregate, would not have a Company Material Adverse Effect.

Reports; Financial Statements. (a) Since September 30, 1999, ACQUIROR The Company has timely filed (i) all forms, reports, statements and other documents required to be filed with (A) the Securities and Exchange Commission ("SEC"), including, without limitation, limitation (1) all Annual Reports on Form 10-KKSB, (2) all Quarterly Reports on Form 10-QQSB, (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 (6) all amendments and supplements to all such reports and registration statements (collectively, the "ACQUIROR Company SEC Reports") and (B) any other applicable state securities authorities 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, except where the failure to file any such forms, reports, statements or other documents referred to in this clause (ii) would not have a ACQUIROR Material Adverse Effect authorities (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 Company Reports"). The ACQUIROR Reports, including all ACQUIROR Company Reports filed after the date of this Agreement and prior to the Effective Date (x) were or will be prepared in all material respects in accordance with the requirements of applicable Law (including, with respect to the ACQUIROR Company SEC Reports, the Securities 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 Company SEC Reports) and (y) did not at the time they were filed, or will not at the time they are filed, 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 therein, in the light of the circumstances under which they were made, not misleading. (b) Except as disclosed in Section 6.7(b) of the ACQUIROR Disclosure Schedule, each . Each of the financial statements with results through December 31, 2000 (including, in each case, any related notes thereto) contained in the ACQUIROR Company SEC Reports filed prior to, to or on or after the date of this Agreement (i) have been or will be prepared in accordance with 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 or will fairly present the financial position of ACQUIROR the Company as of the respective dates thereof and the results of operations and cash flows for the periods indicated (including reasonable estimates of normal and recurring year-end adjustments), except that (A) any unaudited interim financial statements were or will be subject to normal and recurring year-end adjustments and (B) any pro forma financial information contained in such financial statements is not necessarily indicative of the financial position of ACQUIROR 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 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 statements of operations, cash flows and 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 present the consolidated financial position of the Company as of the date thereof. Schedule "E-1" attached hereto describes every sale of the Company's stock that has occurred subsequent to the date of the unaudited interim financial statements. Except as described in the notes to the Company's Financial Statements and Schedule E-1, the Company has not: (1) issued any shares of its' capital stock, or any options or rights to acquire such securities, to any person; (2) paid or declared any dividends or distributions of capital, surplus, or profits with respect to any of its' issued and outstanding shares of capital stock; (3) paid or agreed to pay any consideration in redemption of any of its' issued and outstanding capital stock; or (4) entered into any other transaction or agreement which would, or might, materially impair its' shareholders' equity as reflected in such financial statements.

Reports; Financial Statements. (a) Buyer has delivered to Seller its statutory Annual Statement for the fiscal year ending December 31, 2001 as filed with the State of Oregon Department of Consumer and Business Services Insurance Division, and containing in part statements of assets, liabilities, surplus and other funds; summary of operations; capital and surplus accounts; and cash flow (“Buyer’s SAP Financial Statements”). Buyer’s SAP Financial Statements (including, without limitation, the interrogatories therein) fairly present the statutory financial condition and results of operations of Buyer at and as of the dates and for the periods indicated therein and have been prepared in accordance with Oregon SAP consistently applied throughout the periods indicated, except as expressly set forth therein. Buyer’s SAP Financial Statements were prepared by Buyer and have been audited or reviewed by independent accountants. (b) Since September 30December 31, 19992001, ACQUIROR Buyer’s publicly held parent corporation StanCorp Financial Group, Inc. (“StanCorp”) has timely filed (i) all forms, reports, statements and other documents required to be filed with (A) the Securities and Exchange Commission ("SEC"), including, without limitation, (1) all Annual Reports on Form 10-K, (2) all Quarterly Reports on Form 10-Q, (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 (6) all amendments and supplements to all such reports and registration statements (collectively, the "ACQUIROR “StanCorp SEC Reports"”) and (B) any other applicable state securities authorities authorities; and (ii) all forms, reports, statements 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 forms, reports, statements or statements, notices and other documents referred to in under this clause (ii) would not be reasonably expected to have a ACQUIROR Material Adverse Effect on Buyer (all such forms, reports, statements statements, notices and other documents in clauses (i) and (ii) of this Section 6.7(a4.6(b) being collectively referred to herein, collectively, as the "ACQUIROR “Buyer Reports"”). The ACQUIROR Buyer Reports, including all ACQUIROR Buyer Reports filed after the date of this Agreement and prior to the Effective Date Closing, (xi) were or will be prepared in all material respects in accordance with the requirements of applicable Law laws (including, with respect to the ACQUIROR StanCorp SEC Reports, the Securities 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 (yii) 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 therein, in the light of the circumstances under which they were or will be made, not misleading. (bc) Except as disclosed in Section 6.7(b) Each of the ACQUIROR Disclosure Schedule, each of the consolidated financial statements with results through December 31, 2000 (including, including in each case, case any related notes thereto) contained in the ACQUIROR StanCorp SEC Reports, including any StanCorp SEC Reports filed prior to, on or after the date of this Agreement and prior to the Closing, (i) have been or will be prepared in all material respects in accordance with the published rules and regulations of the SEC and generally accepted accounting principles GAAP applied on a consistent basis throughout the periods involved except (A) to the extent required by change in GAAP and (B) with respect to StanCorp SEC Reports filed prior to the date of this Agreement, as may be indicated in the notes thereto; and (ii) fairly present or will fairly present the consolidated financial position of ACQUIROR StanCorp and its Subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows for the periods indicated (including reasonable estimates of normal and recurring year-end adjustments)indicated, except that (A) any unaudited interim financial statements (1) were or will be subject to normal and recurring year-end adjustments which were not or arenot expected to be material in amount and (2) are not or may not be necessarily indicative of results for the full fiscal year and (B) any pro forma financial information contained in such consolidated financial statements is not or may not be necessarily indicative of the consolidated financial position of ACQUIROR Buyer and its Subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows for the periods indicated. (d) Except as and to the extent set forth on the balance sheet of Buyer at December 31, 2001, including all notes thereto, contained in Buyer’s SAP Financial Statements, Buyer has no liabilities or obligations of any nature (whether known or unknown, matured or unmatured, and whether accrued, absolute, contingent or otherwise) that would be required to be reflected on, or reserved against in, a balance sheet of Buyer or in the notes thereto, prepared in accordance with Oregon SAP, except (i) as otherwise reported in the financial statements contained in Buyer’s SAP Financial Statements for the quarter ended March 31, 2002, or (ii) for Liabilities incurred in the ordinary course of business since December 31, 2001, or (iii) Liabilities incurred outside the ordinary course of business that would not have a Material Adverse Effect on Buyer, its ability to consummate the transactions contemplated by the Transaction Documents or its ability to operate the Group Business after the Closing Date. Since December 31, 2001, no event has occurred that has resulted in a Material Adverse Effect with respect to Buyer.

Reports; Financial Statements. (a) Since September 30August 1, 1999, ACQUIROR 1997 the Company and each Company Subsidiary has timely filed (i) filed all forms, reports, statements and other documents required to be filed with (A) the Securities and Exchange Commission ("SEC"), SEC including, without limitation, (1) all Annual Reports on Form 10-K, (2) all Quarterly Reports on Form 10-Q, (3) all proxy statements relating to meetings of stockholders (whether annual or special), (4) all Current Reports on Form 8-K, (5) all other FOCUS reports or registration statements and (6) all amendments and supplements to all such reports and registration statements (collectively, the "ACQUIROR Company SEC Reports") and (B) any other applicable state securities authorities and ), (ii) filed all forms, reports, statements and other documents required to be filed with any other applicable federal or Governmental Authorities including, without limitation, state regulatory authoritiesauthorities regulating the purchase and sale of securities, except where the failure to file any such forms, and (iii) filed all trade reports, statements or filings, amendments to forms and other documents referred to in this clause (ii) would not have a ACQUIROR Material Adverse Effect required by any Self Regulatory Organization (all such forms, reports, statements and other documents in clauses (i), (ii) and (iiiii) of this Section 6.7(a3.9(a) being collectively referred to herein, collectively, as the "ACQUIROR 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 ACQUIROR Reports, including all ACQUIROR Company has made available to Parent copies of each of the Company Reports and will promptly provide copies of each Company Report filed after the date of this Agreement and prior to the Effective Date (x) were or will be prepared in all material respects in accordance with the requirements of applicable Law (including, with respect to the ACQUIROR SEC Reports, the Securities 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) Agreement. The Company Reports previously filed did not at the time they were filed, or filed (after giving effect to any amendments filed before the date hereof) and the Company Reports filed in the future 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 therein, in the light of the circumstances under which they were or will be made, not misleading. (b) Except as disclosed in Section 6.7(b) of the ACQUIROR Disclosure Schedule, each of the financial statements with results through December 31, 2000 (including, in each case, any related notes thereto) contained in the ACQUIROR SEC Reports filed prior to, on or after the date of this Agreement The Company has delivered to Parent (i) have been or copies of its audited consolidated balance sheets as at October 31, 1998 and 1997 and the related consolidated statements of operations, cash flows and shareholders' equity for the fiscal year ended October 31, 1998 and the period from August 1, 1997 to October 31, 1997 (including the related notes and schedules thereto and reports of independent auditors) (the "Audited Reports"), (ii) an unaudited consolidated balance sheet of the Company as at March 31, 1999 (the "Latest Balance Sheet") and the related consolidated statements of operations, cash flows and shareholder equity for the five months then ended (the "Interim Financial Reports"), and (iii) copies of the reports of the Company and its Subsidiaries filed with the SEC (the "SEC Reports") pursuant to Section 17 of the Exchange Act and Rule 17a-5 thereunder for the fiscal years ended October 31, 1998 and October 31, 1997 and the quarter ended January 31, 1999 (collectively and with all future Audited Reports, Interim Financial Reports and SEC Reports, the "Company Financial Statements"). The Company will promptly provide Parent with copies of the Company Financial Statements with respect to periods after the dates set forth above when available. The Company Financial Statements (as of the dates thereof and for the periods covered thereby) are or, if delivered in the future, will be prepared in accordance with the published rules books and regulations records of the SEC Company, which books and records are complete and accurate in all material respects and fairly present in all material respects the financial position of the entity or entities to which they relate as of the date and for the periods presented, in each case in accordance with generally accepted accounting principles and (ii"GAAP") fairly present or will fairly present consistently applied during the financial position of ACQUIROR periods involved, as of to the respective dates thereof Audited Reports and the results of operations Interim Financial Reports, and cash flows for in accordance with regulatory accounting principles, as to the periods indicated (including reasonable estimates of normal SEC Reports and recurring year-end adjustments), except that (A) any unaudited interim financial statements were or will be subject to normal and recurring year-end audit adjustments and (B) any pro forma financial information contained in such financial statements is not necessarily indicative the case of the financial position of ACQUIROR as of the respective dates thereof and the results of operations and cash flows for the periods indicatedunaudited statements.

Reports; Financial Statements. (a) Since September 30, 1999, ACQUIROR has Purchaser SEC Documents were filed in a timely filed (i) manner and in material compliance with all forms, reports, statements applicable Laws and other documents required requirements applicable thereto. As of their respective dates (or if amended prior to be filed with (A) the Securities and Exchange Commission ("SEC"), including, without limitation, (1) all Annual Reports on Form 10-K, (2) all Quarterly Reports on Form 10-Q, (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 (6) all amendments and supplements to all such reports and registration statements (collectively, 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 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, collectivelydate hereof, as the "ACQUIROR Reports"). The ACQUIROR Reports, including all ACQUIROR Reports filed after of the date of this Agreement and prior to such amendment), the Effective Date (x) were or will be prepared Purchaser SEC Documents complied in all material respects in accordance with the requirements of under applicable Law (including, with respect to regarding the ACQUIROR SEC Reports, accuracy and completeness of the Securities Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as the case may bedisclosures contained therein, and the rules and regulations none of the Purchaser 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 Documents contained any untrue statement of a material fact or omit omitted to state a any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that information set forth in the Purchaser SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. (b) Except as disclosed The consolidated balance sheet (including the related notes and schedules) included in Section 6.7(b) of the ACQUIROR Disclosure Schedule, each of the audited consolidated financial statements with results through of Purchaser for the fiscal year ended December 31, 2000 2011 (includingthe "Purchaser Financial Statements") fairly presents the consolidated financial position of Purchaser and its Subsidiaries as of its date, and the consolidated statements of income, equity, and cash flows and of changes in financial position included in the Purchaser Financial Statements (including any related notes and schedules) fairly present the results of operations, equity, cash flows and changes in financial position, as the case may be, of Purchaser and its Subsidiaries for the periods set forth therein, in each case, any related notes thereto) contained case in the ACQUIROR SEC Reports filed prior to, on or after the date of this Agreement (i) have been or will be prepared in accordance conformity with the published rules and regulations of the SEC and generally accepted accounting principles and (ii) fairly present or will fairly present the financial position of ACQUIROR as of the respective dates thereof and the results of operations and cash flows for GAAP consistently applied during the periods indicated (including reasonable estimates of normal and recurring year-end adjustments)involved, except that (A) any unaudited interim financial statements were or will as may be subject to normal and recurring year-end adjustments and (B) any pro forma financial information contained in such financial statements is not necessarily indicative of the financial position of ACQUIROR as of the respective dates thereof and the results of operations and cash flows for the periods indicatednoted therein.

Reports; Financial Statements. (a) Since September 30January 1, 1999, ACQUIROR has 2002 Kinder and its subsidiaries (each a "Kinder Person") have timely filed (i) all forms, reports, schedules, statements and other (including exhibits and all other information incorporated therein) documents required to be filed with (Ai) the Securities and SEC under the Exchange Commission Act or the 1933 Act (the "SECKinder SEC Documents"), including, without limitation, (1ii) all Annual Reports on Form 10-K, (2) all Quarterly Reports on Form 10-Q, (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 any applicable state securities authority and (6) all amendments and supplements to all such reports and registration statements (collectively, the "ACQUIROR SEC Reports") and (Biii) 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 authoritiesGovernmental Entity, except with respect to clause (iii) of this Section 4.7(a) where the failure to file any such forms, reports, schedules, statements or other documents referred to in this clause (ii) would not have a ACQUIROR Material Adverse Effect on Kinder (all such forms, reports, schedules, statements and other documents in clauses (i) and (ii) of this Section 6.7(a) being are collectively referred to herein, collectively, as the "ACQUIROR ReportsKinder Documents"). The ACQUIROR ReportsKinder SEC Documents, including all ACQUIROR Reports at the time filed after the date of this Agreement and prior to the Effective Date (x) were or will be prepared in all material respects in accordance with the requirements of applicable Law (including, with respect to the ACQUIROR SEC Reports, the Securities 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 therein, contained therein not misleading in the light of the circumstances under which they were mademade and (y) complied in all material respects with the requirements of applicable Laws (including the 1933 Act, not misleadingthe Exchange Act and the rules and regulations thereunder). (b) Except as disclosed in Section 6.7(b) of the ACQUIROR Disclosure Schedule, each of the The consolidated financial statements with results through December 31, 2000 (including, including in each case, any related notes thereto) contained in the ACQUIROR any Kinder SEC Reports filed prior to, on or after the date of this Agreement Documents (i) have been or will be prepared in accordance with the published rules and regulations of the SEC and United States generally accepted accounting principles and applied on a consistent basis during the periods involved (subject, in the case of unaudited financial statements, to the absence of notes), (ii) fairly present or will complied in all material respects with the requirements of applicable securities Laws, (iii) are in accordance with the books and records of the Kinder Person filing such Kinder SEC Document, (iv) fairly present the consolidated results of operations and the consolidated financial position condition of ACQUIROR the business of the Kinder Person filing such Kinder SEC Document for the periods covered thereby, (v) contain and reflect adequate provision or allowance for all reasonably anticipated liabilities, expenses and losses of the Kinder Person filing such Kinder SEC Document, and (vi) fairly present, in all material respects, the consolidated financial position, results of operations and cash flows of the Kinder Person filing such Kinder SEC Document and its subsidiaries as of the respective dates thereof and the results of operations and cash flows for the respective periods indicated covered thereby, subject, in the case of unaudited financial statements, to normal, recurring audit adjustments none of which will be material, individually or in the aggregate, in amount or effect. (including reasonable estimates c) From January 1, 2002 to the date of normal and recurring year-end adjustments)this Agreement, there has been no change in any Kinder Person's accounting policies, methods, practices or principles that are material to such financial statements, except as described in the notes thereto with respect to periods ending prior to the date of this Agreement. (d) The principal executive officer of each Kinder Person filing Kinder SEC Documents and its principal financial officer have disclosed, based on their most recent evaluation of internal control over financial reporting, to such Kinder Person's auditors and the audit committee of such Kinder Person (i) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect such Kinder Person's ability to record, process, summarize and report financial data and (Aii) any unaudited interim fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal control over financial statements were or will be subject reporting. Each such Kinder Person has established and maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 under the Exchange Act); such disclosure controls and procedures are designed to normal ensure that material information relating to such Kinder Person, including its consolidated subsidiaries, is made known to such Kinder Person's principal executive officer and recurring year-end adjustments and (B) any pro forma its principal financial information contained in such financial statements is not necessarily indicative of the financial position of ACQUIROR as of the respective dates thereof and the results of operations and cash flows for officer by others within those entities, particularly during the periods indicatedin which the periodic reports required under the Exchange Act are being prepared; and, to the knowledge of Kinder, such disclosure controls and procedures are effective in all material respects to provide reasonable assurance that information required to be disclosed in the reports such Kinder Person files under the Exchange Act is accumulated and communicated to such Kinder Person's management, including its principal executive officer and its principal financial officer, to allow timely decisions regarding required disclosure.

Reports; Financial Statements. (a) Since September 30As of the respective dates of their filing with the SEC, 1999the Company’s reports, ACQUIROR has timely filed (i) all forms, reportsschedules, statements and other documents required to be filed with (A) the Securities and Exchange Commission ("SEC")documents, including, without limitation, (1) all Annual Reports on Form 10-K, (2) all Quarterly Reports on Form 10-Q, (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 (6) all amendments and supplements to all such reports and registration statements (collectively, 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 together with any other applicable federal or state regulatory authoritiesamendments thereto, except where filed by the failure to file any such formsCompany with the SEC since December 31, reports, statements or other documents referred to in this clause (ii) would not have a ACQUIROR Material Adverse Effect 2002 (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 foregoing filed after the date of this Agreement December 31, 2002 and prior to the Effective Date date hereof and all exhibits included therein and financial statements and schedules thereto and documents (xincluding all exhibits available on the SEC’s E▇▇▇▇ system) were or will be prepared incorporated by reference therein being hereinafter referred to collectively as the “SEC Reports”), complied in all material respects in accordance with the applicable requirements of applicable Law (including, with respect to the ACQUIROR SEC Reports, the Securities 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 Commission promulgated thereunder applicable to such ACQUIROR the SEC Reports) and (y) . The SEC Reports did not not, at the time they were filed, or will not at filed with the time they are filedSEC, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were are made, not misleading. (b) Except as disclosed in Section 6.7(b) The consolidated financial statements of the ACQUIROR Disclosure Schedule, each of the financial statements with results through December 31, 2000 Company (including, in each case, any related schedules or notes thereto) contained in or incorporated by reference in the ACQUIROR SEC Reports filed prior to, on or after (the date of this Agreement “Financial Statements”) (i) have been or will be prepared in accordance with the published rules and regulations of the SEC and accounting principles generally accepted accounting principles in the United States (“GAAP”), consistently applied, during the periods involved (except (A) as may be otherwise indicated in such Financial Statements or the notes thereto or (B) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements), and (ii) fairly present or will fairly present in all material respects the consolidated financial position of ACQUIROR the Company and its Subsidiaries as of the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated (including reasonable estimates then ended, subject, in the case of normal and recurring year-end adjustments)unaudited financial statements, except that (A) any unaudited interim financial statements were or will be subject to normal and recurring year-end adjustments and omitted footnote disclosure. (Bc) any pro forma financial information contained in such financial statements is not necessarily indicative The copies of the financial position of ACQUIROR as information set forth in Schedule II and delivered by the Company to the Investor in connection with this transaction: (i) were prepared in good faith and derived from the Company’s internal accounting systems which are subject to internal accounting control review by the Company’s independent auditors in support of the respective dates thereof Company’s audited financial statements, and (ii) to the results Knowledge of operations the Company, were a fair and cash flows accurate presentation of the financial condition of the Company for the periods indicatedthey purported to represent. The projections provided to the Investor by the Company were prepared in good faith by the Company, and the Company believes there is a reasonable basis for such projections. However, the Company does not warrant the accuracy of these forward-looking projections.

Reports; Financial Statements. (a) Since September 30, 1999, ACQUIROR 3.1.5.1 Carnival has timely filed (i) all forms, reports, statements and other documents required made available to be filed with P&O Princess copies of (A) each registration statement, report, or other document prepared by it or its Subsidiaries and filed with the United States Securities and Exchange Commission (the "SEC") since November 30, 2001 (the "Carnival Audit Date"), including, without limitation, (1) all including Carnival's Annual Reports Report on Form 10-KK for the year ended November 30, (2) all 2001 and Quarterly Reports on Form 10-QQ for the quarters ended February 28, 2002, May 31, 2002 and August 31, 2002, each in the form (3including exhibits, annexes and any amendments thereto) 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 (6) all amendments and supplements to all such reports and registration statements filed with the SEC (collectively, including any such registration statement, report, or other document filed with the SEC subsequent to the date hereof, the "ACQUIROR SEC Carnival Reports") and (B) any other applicable state securities authorities and (ii) all formscirculars, reports, statements reports and other documents required distributed by Carnival to be its shareholders since the Carnival Audit Date. As of their respective dates, the Carnival Reports did not, and any Carnival Reports filed with any other applicable federal or state regulatory authorities, except where the failure SEC subsequent to file any such 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 after the date of this Agreement and prior to the Effective Date (x) were or hereof will be prepared in all material respects in accordance with the requirements of applicable Law (including, with respect to the ACQUIROR SEC Reports, the Securities 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 filednot, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. . Each of the consolidated balance sheets included in or incorporated by reference into the Carnival Reports (bincluding the related notes and schedules) fairly 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 Carnival and its Subsidiaries as of its date and each of the related consolidated statements of operations, shareholders' equity and cash flows included in or incorporated by reference into the Carnival Reports (including any related notes and schedules) fairly 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 Carnival and its consolidated Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that are not expected to be material in amount or effect), in each case in accordance with US GAAP consistently applied during the periods involved except as may be noted therein. All of the Carnival Reports, as of their respective dates (and as of the date of any amendment to the respective Carnival Report), complied, or 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 Securities Act and 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 6.7(b4.1, (C) liabilities for Taxes in respect of income, profits or gains earned in the ACQUIROR Disclosure Scheduleordinary 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. 3.1.5.2 P&O Princess has made available to Carnival copies of (A) each of registration statement, report or other document prepared by it or its Subsidiaries and filed with, or furnished to, the financial statements with results through SEC since December 31, 2000 2001 (includingthe "P&O Princess Audit Date", with the P&O Princess Audit Date and the Carnival Audit Date each being referred to herein as the relevant Party's "Audit Date"), including P&O Princess' Annual Report on Form 20-F for the year ended December 31, 2001 and interim financial Reports on Form 6-K for the quarters ended March 31, 2002, June 30, 2002 and September 30, 2002, each in each casethe form (including exhibits, annexes and any related notes amendments thereto) contained in the ACQUIROR SEC Reports filed prior with, or furnished to, on the SEC (collectively, including any such registration statement, report or after other document filed with, or furnished to, the SEC subsequent to the date of this Agreement (i) have been or will be prepared in accordance with hereof, the published rules and regulations of the SEC and generally accepted accounting principles and (ii) fairly present or will fairly present the financial position of ACQUIROR as of the respective dates thereof and the results of operations and cash flows for the periods indicated (including reasonable estimates of normal and recurring year-end adjustments"P&O Princess US Reports"), except that (A) any unaudited interim financial statements were or will be subject to normal and recurring year-end adjustments ; and (B) all circulars, reports and other documents distributed by P&O Princess to its shareholders since the P&O Princess Audit Date. As of their respective dates, the P&O Princess US Reports did not, and any pro forma financial information contained P&O Princess US Report filed with, or furnished to, 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 such financial statements is not necessarily indicative the light of the circumstances under which they were made, not misleading. All of the P&O Princess US Reports, as of their respective dates (and as of the date of any amendment to the respective P&O Princess US Reports), complied, or in the case of those filed with, or furnished to, the SEC after the date hereof will comply, as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act. All documents notified by P&O Princess to, or filed by P&O Princess with, the UKLA since the P&O Princess Audit Date, including any documents notified by P&O Princess to, or filed by P&O Princess with, the UKLA subsequent to the date hereof (the "P&O Princess UK Reports", collectively with the P&O Princess US Reports, the "P&O Princess Reports", with the Carnival Reports and the P&O Princess Reports each being referred to as the relevant Party's "Reports") complied, or in the case of those notified or filed by P&O Princess subsequent to the date hereof will comply, as to form, in all material respects with the applicable provisions, of the London Listing Rules and the Companies Act. As of their respective dates, the P&O Princess UK Reports did not, and any P&O Princess UK Report notified by P&O Princess to, or filed by P&O Princess with, the UKLA 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 under which they were made, not misleading in any material respect. Each of the consolidated balance sheets included in or incorporated by reference into the P&O Princess Reports (including the related notes and schedules) fairly presents, or will fairly present, in all material respects, the consolidated financial position of ACQUIROR P&O Princess and its Subsidiaries as of its date, and each of the respective dates thereof related consolidated statements of profit and the results of operations loss accounts, changes in shareholders' funds, total recognized gains and losses and cash flows included in or incorporated by reference into the P&O Princess Reports (including any related notes and schedules) fairly presents, or, in the case of those filed with or furnished to, the SEC after the date hereof, will fairly present, in all material respects, the consolidated results of operations, retained earnings and cash flows of P&O Princess and its consolidated Subsidiaries for the periods indicatedset forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that are not expected to be material in amount or effect), in each case in accordance with UK GAAP consistently applied during the periods involved except as may be noted therein. The related notes to the P&O Princess US Reports filed with the SEC reconciling such consolidated balance sheet, consolidated statement of income, statement of changes in shareholders' interest, and statement of cash flows comply in all material respects with the requirements of the SEC applicable to such reconciliation to US GAAP. Except as disclosed in the P&O Princess Reports filed prior to the date hereof, P&O Princess 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 P&O Princess and its consolidated Subsidiaries or the footnotes thereto prepared in conformity with UK 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 P&O Princess.

Reports; Financial Statements. (a) Since September 30January 1, 19992004, ACQUIROR has the Company and its subsidiaries have timely filed (i) all forms, reports, schedules, statements and other documents required to be filed with (Ai) Canadian and United States securities regulatory authorities, collectively as disclosed in Section 3.8(a) of the Securities and Exchange Commission ("SEC"), including, without limitation, (1) all Annual Reports on Form 10-K, (2) all Quarterly Reports on Form 10-Q, (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 (6) all amendments and supplements to all such reports and registration statements Disclosure Letter (collectively, the "ACQUIROR SEC “SRA Reports") and ”), (Bii) any other applicable state federal, state, provincial or territorial securities authorities authority, and (iiiii) all forms, reports, statements and other documents required to be filed with any other applicable federal or state regulatory authoritiesGovernmental Entity, except in each case where the failure to file any such forms, reports, schedules, statements or other documents referred to in this clause (ii) would not have a ACQUIROR Material Adverse Effect on the Company (all such forms, reports, schedules, statements and other documents in clauses (i) and (ii) of this Section 6.7(a) being are collectively referred to herein, collectively, as the "ACQUIROR Reports"“Documents”). The ACQUIROR Reports, including all ACQUIROR Reports Documents at the time filed after the date of this Agreement and prior to the Effective Date (x) were or will be prepared in all material respects in accordance with the requirements of applicable Law (includingdid not contain any Misrepresentation, with respect to the ACQUIROR SEC Reports, the Securities 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 therein, contained therein not misleading in the light of the circumstances under which they were made, made and (z) complied in all material respects with the requirements of applicable Laws. The Company has not misleadingfiled any confidential material change report with any Canadian securities regulatory authority or any stock exchange that at the date of this Agreement remains confidential. (b) Except as disclosed in Section 6.7(b) of the ACQUIROR Disclosure Schedule, each of the The consolidated financial statements with results through December 31, 2000 (including, in each case, any related notes thereto) contained in the ACQUIROR SEC any SRA Reports filed prior to, on or after the date of this Agreement (i) have been or will be prepared in accordance with the published rules and regulations of the SEC and Canadian generally accepted accounting principles and applied on a consistent basis during the periods involved (subject, in the case of unaudited financial statements, to the absence of notes), (ii) fairly present or will fairly present complied in all material respects with the requirements of applicable securities Laws, (iii) are in accordance with the books and records of the Company; (iv) contain and reflect all necessary adjustments for fair presentation of the results of operations and the financial position condition of ACQUIROR the business of the Company for the periods covered thereby, (v) contain and reflect adequate provision or allowance for all reasonably anticipated liabilities, expenses and losses of the Company, and (vi) fairly present, in all material respects, the consolidated financial position, results of operations and cash flows of the Company and its subsidiaries as of the respective dates thereof and the results of operations and cash flows for the respective periods indicated covered thereby, subject, in the case of unaudited financial statements, to normal, recurring audit adjustments none of which shall be material, individually or in the aggregate. (including reasonable estimates c) From January 1, 2004 to the date of normal and recurring year-end adjustments)this Agreement, there has been no change by the Company or its subsidiaries in their accounting policies, methods, practices or principles that are material to the consolidated financial statements of the Company, except that (A) any unaudited interim financial statements were or will be subject as described in the notes thereto with respect to normal and recurring year-end adjustments and (B) any pro forma financial information contained in such financial statements is not necessarily indicative periods ending prior to the date of the financial position of ACQUIROR as of the respective dates thereof and the results of operations and cash flows for the periods indicatedthis Agreement.

Reports; Financial Statements. (a) Since September 30January 1, 19991998, ACQUIROR has Westcoast and its subsidiaries have timely filed (i) all forms, reports, schedules, statements and other documents required to be filed with (Ai) Canadian securities regulatory authorities (collectively the Securities and Exchange Commission ("SECWestcoast SRA Reports"), including, without limitation, (1ii) all Annual Reports on Form 10-K, the SEC under the Exchange Act or the 1933 Act (2) all Quarterly Reports on Form 10-Q, (3) all proxy statements relating to meetings of stockholders (whether annual or specialcollectively the "Westcoast SEC Reports"), (4) all Current Reports on Form 8-K, (5) all other reports or registration statements and (6) all amendments and supplements to all such reports and registration statements (collectively, the "ACQUIROR SEC Reports") and (Biii) any other applicable state state, provincial or territorial securities authorities authority, and (iiiv) all forms, reports, statements and other documents required to be filed with any other applicable federal or state regulatory authoritiesGovernmental Entity, except in each case where the failure to file any such forms, reports, schedules, statements or other documents referred to in this clause (ii) would not have a ACQUIROR Material Adverse Effect on Westcoast (all such forms, reports, schedules, statements and other documents in clauses (i) and (ii) of this Section 6.7(a) being are collectively referred to herein, collectively, as the "ACQUIROR ReportsWestcoast Documents"). The ACQUIROR Reports, including all ACQUIROR Reports Westcoast Documents at the time filed after the date of this Agreement and prior to the Effective Date (x) were or will be prepared did not contain any misrepresentation (as defined in all material respects in accordance with the requirements of applicable Law (including, with respect to the ACQUIROR SEC Reports, the Securities 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 therein, contained therein not misleading in the light of the circumstances under which they were mademade and (z) complied in all material respects with the requirements of applicable Laws (including, with respect to the Westcoast SEC Reports, the 1933 Act, the Exchange Act and the rules and regulations thereunder). Westcoast has not misleading.filed any confidential material change report with the OSC or any other securities authority or regulator or any stock exchange or other self-regulatory authority that at the date hereof remains confidential. AMENDED AND RESTATED COMBINATION AGREEMENT 21 (b) Except as disclosed in Section 6.7(b) of the ACQUIROR Disclosure Schedule, each of the The consolidated financial statements with results through December 31, 2000 (including, in each case, any related notes thereto) contained in the ACQUIROR any Westcoast SRA Reports or Westcoast SEC Reports filed prior to, on or after the date of this Agreement (i) have been or will be prepared in accordance with the published rules and regulations of the SEC and Canadian generally accepted accounting principles and applied on a consistent basis during the periods involved (subject, in the case of unaudited financial statements, to the absence of notes in the case of Westcoast SRA Reports filed prior to the implementation of OSC Rule 51-501), (ii) complied in all material respects with the requirements of applicable securities Laws, and (iii) fairly present or will fairly present present, in all material respects, the consolidated financial position position, results of ACQUIROR operations and cash flows of Westcoast and its subsidiaries as of the respective dates thereof and the results of operations and cash flows for the respective periods indicated covered thereby, subject, in the case of unaudited financial statements, to normal, recurring audit adjustments none of which will be material. (including reasonable estimates c) From January 1, 1998 to the date of normal and recurring year-end adjustments)this Agreement, there has been no change by Westcoast or its subsidiaries in their accounting policies, methods, practices or principles that are material to Westcoast's consolidated financial statements, except that (A) any unaudited interim financial statements were or will be subject as described in the notes thereto with respect to normal and recurring year-end adjustments and (B) any pro forma financial information contained in such financial statements is not necessarily indicative of periods ending prior to the financial position of ACQUIROR as of the respective dates thereof and the results of operations and cash flows for the periods indicateddate hereof.