Common use of Reports; Financial Statements Clause in Contracts

Reports; Financial Statements. (a) Continental and its Subsidiaries have timely filed all forms, reports, schedules, statements and other documents required to be filed with (i) Canadian securities regulatory authorities (collectively, the “Continental SRA Reports”), (ii) any other applicable federal, state, provincial or territorial securities authority, and (iii) any other Governmental Entity, except with respect to clause (iii) of this Section 3.8(a) where the failure to file any such forms, reports, schedules, statements or other documents would not have a Material Adverse Effect (all such forms, reports, schedules, statements and other documents are collectively referred to as the “Continental Documents”). The Continental Documents at the time filed (x) did not contain any Misrepresentation and (y) complied in all material respects with the requirements of applicable Laws. Continental has not filed any confidential material change report with any Canadian securities authority or regulator or any stock exchange that at the date of this Agreement remains confidential. (b) The consolidated financial statements (including, in each case, any related notes thereto) contained in any Continental SRA Reports (i) have been prepared in accordance with Canadian generally accepted accounting principles applied on a consistent basis during the periods involved (subject, in the case of unaudited interim financial statements, to the absence of a complete set of notes), (ii) complied in all material respects with the requirements of applicable securities Laws, (iii) are in accordance with the books and records of Continental, (iv) contain and reflect all necessary adjustments for fair presentation of the results of operations and the financial condition of the business of Continental for the periods covered thereby, (v) contain and reflect adequate provision or allowance for all reasonably anticipated liabilities, expenses and losses of Continental, and (vi) fairly present, in all material respects, the consolidated financial position, results of operations and cash flows of Continental and its Subsidiaries as of the respective dates thereof and for the respective periods 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. (c) There has been no change by Continental or its Subsidiaries in their accounting policies, methods, practices or principles that are material to Continental’s consolidated financial statements, except as described in the notes thereto with respect to periods ending prior to the date of this Agreement.

Reports; Financial Statements. (a) Continental The Shareholders have provided to Buyer the Alberta Investments, Inc. 2005 Annual Report, the 2004 Annual Report and its Subsidiaries have timely filed all formsthe 2003 Annual Report, reportsthe Alberta Investments, schedulesInc. First Quarter 2006 Financial Report and the Alberta Investments, statements and other documents required to be filed with (i) Canadian securities regulatory authorities Inc. Profit Plan (collectively, the “Continental SRA Company Reports”), (ii) any other applicable federal, state, provincial or territorial securities authority, and (iii) any other Governmental Entity, except with respect to clause (iii) . Each of this Section 3.8(a) where the failure to file any such forms, reports, schedules, statements or other documents would not have a Material Adverse Effect (all such forms, reports, schedules, statements and other documents are collectively referred to as the “Continental Documents”). The Continental Documents at the time filed (x) did Company Reports does not contain any Misrepresentation and (y) complied 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 all material respects with light of the requirements of applicable Laws. Continental has circumstances in which they were made, not filed any confidential material change report with any Canadian securities authority or regulator or any stock exchange that at the date of this Agreement remains confidentialmisleading. (b) The consolidated Acquired Entities have delivered to Buyer true, complete and correct copies of the following financial statements (including, in each case, any related notes thereto) contained in any Continental SRA Reports statements: (i) the audited consolidated balance sheets of the Acquired Business as of December 31, 2003, 2004 and 2005 and the related audited consolidated statements of income, shareholders’ equity and cash flows for the three-year period ended December 31, 2005, together with the related notes, schedules and reports of the Acquired Entities’ independent accountants (such combined balance sheets, the related consolidated statements of income, shareholders’ equity and cash flows and the related notes and schedules are referred to herein as the “Year-End Financial Statements”); and (ii) the unaudited consolidated balance sheet (the “Interim Balance Sheet”) of the Acquired Business as of March 31, 2006 (the “Balance Sheet Date”) and the related unaudited consolidated statements of income, shareholders’ equity and cash flows for the three-month period ended on the Balance Sheet Date, together with the related notes and schedules (such combined balance sheet, the related combined statements of income, shareholders’ equity and cash flows and the related notes and schedules are referred to herein as the “Interim Financial Statements”). The Year-End Financial Statements and the Interim Financial Statements of the Acquired Business (collectively, the “Financial Statements”) are attached as Schedule 5.05 to this Agreement; (c) Except as set forth in Schedule 5.05, the Financial Statements are true, correct and complete, have been prepared from the books and records of the Acquired Entities in accordance conformity with Canadian generally accepted accounting principles GAAP applied on a consistent basis during the periods involved (subject, in the case of unaudited interim financial statements, to the absence of a complete set of notes), (ii) complied in all material respects with the requirements of applicable securities Laws, (iii) are in accordance with the books and records of Continental, (iv) contain and reflect all necessary adjustments for fair presentation of the results of operations and the financial condition of the business of Continental for throughout the periods covered thereby, (v) contain except, with respect to the Interim Financial Statements, for footnotes and reflect adequate provision or allowance for all reasonably anticipated liabilitiesnormal, expenses and losses of Continentalrecurring year-end audit adjustments, and (vi) fairly present, present in all material respects, respects the consolidated financial position, results of operations and cash flows flow of Continental and its Subsidiaries each Acquired Entity as of the respective dates thereof of such statements and for the respective periods covered thereby, subject, . The books of account of each Acquired Entity have been kept accurately in all material respects in the case ordinary course of unaudited financial statementsbusiness, to normalthe transactions entered therein represent bona fide transactions, recurring audit adjustments none and the revenues, expenses, assets and liabilities of each Acquired Entity have been properly recorded therein in all material respects. Within the past five fiscal years of each Acquired Entity, that Acquired Entity has not received any correspondence from its accountants, including management letters, which will be material, individually have indicated or disclosed that there is a “material weakness” in the aggregate. or “reportable condition” (cas those terms are defined under GAAP) There has been no change by Continental or its Subsidiaries in their accounting policies, methods, practices or principles that are material to Continental’s consolidated financial statements, except as described in the notes thereto with respect to periods ending prior to the date financial condition of this Agreementthat Acquired Entity.

Reports; Financial Statements. (a) Continental and its Subsidiaries have timely filed all forms, reports, schedules, statements and other documents required to be filed with (i) Canadian securities regulatory authorities (collectively, the “"Continental SRA Reports”"), (ii) any other applicable federal, state, provincial or territorial securities authority, and (iii) any other Governmental Entity, except with respect to clause (iii) of this Section 3.8(a) where the failure to file any such forms, reports, schedules, statements or other documents would not have a Material Adverse Effect (all such forms, reports, schedules, statements and other documents are collectively referred to as the “"Continental Documents”"). The Continental Documents at the time filed (x) did not contain any Misrepresentation and (y) complied in all material respects with the requirements of applicable Laws. Continental has not filed any confidential material change report with any Canadian securities authority or regulator or any stock exchange that at the date of this Agreement remains confidential. (b) The consolidated financial statements (including, in each case, any related notes thereto) contained in any Continental SRA Reports (i) have been prepared in accordance with Canadian generally accepted accounting principles applied on a consistent basis during the periods involved (subject, in the case of unaudited interim financial statements, to the absence of a complete set of notes), (ii) complied in all material respects with the requirements of applicable securities Laws, (iii) are in accordance with the books and records of Continental, (iv) contain and reflect all necessary adjustments for fair presentation of the results of operations and the financial condition of the business of Continental for the periods covered thereby, (v) contain and reflect adequate provision or allowance for all reasonably anticipated liabilities, expenses and losses of Continental, and (vi) fairly present, in all material respects, the consolidated financial position, results of operations and cash flows of Continental and its Subsidiaries as of the respective dates thereof and for the respective periods 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. (c) There has been no change by Continental or its Subsidiaries in their accounting policies, methods, practices or principles that are material to Continental’s 's consolidated financial statements, except as described in the notes thereto with respect to periods ending prior to the date of this Agreement.

Reports; Financial Statements. (a) Continental Crosshair and its Subsidiaries have timely filed all forms, reports, schedules, statements and other documents required to be filed with (i) Canadian securities regulatory authorities (collectively, the “Continental Crosshair SRA Reports”), (ii) any other applicable federal, state, provincial or territorial securities authority, and (iii) any other Governmental Entity, except with respect to clause (iii) of this Section 3.8(a4.4(a) where the failure to file any such forms, reports, schedules, statements or other documents would not have a Material Adverse Effect on Crosshair (all such forms, reports, schedules, statements and other documents are collectively referred to as the “Continental Crosshair Documents”). The Continental Crosshair Documents at the time filed (x) did not contain any Misrepresentation and (y) complied in all material respects with the requirements of applicable Laws. Continental Crosshair has not filed any confidential material change report with any Canadian securities authority or regulator or any stock exchange that at the date of this Agreement remains confidential. (b) The audited consolidated financial statements (includingof Crosshair for the year ended April 30, in each case2008, any related together with the auditors’ report thereon and the notes thereto) , and the unaudited interim consolidated financial statements of Crosshair for the six months ended October 31, 2008 and the notes thereto contained in any Continental the Crosshair SRA Reports (i) have been prepared in accordance with Canadian generally accepted accounting principles applied on a consistent basis during the periods involved (subject, in the case of unaudited interim financial statements, to the absence of a complete set of notes)involved, (ii) complied in all material respects with the requirements of applicable securities Laws, (iii) are in accordance with the books and records of Continental, Crosshair; (iv) contain and reflect all necessary adjustments for fair presentation of the results of operations and the financial condition of the business of Continental Crosshair for the periods covered thereby, (v) contain and reflect adequate provision or allowance for all reasonably anticipated liabilities, expenses and losses of ContinentalCrosshair, and (vi) fairly present, in all material respects, the consolidated financial position, results of operations and cash flows of Continental Crosshair and its Subsidiaries as of the respective dates thereof and for the respective periods 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. (c) There has been no change by Continental Crosshair does not have any material liability or obligation, whether accrued, absolute, contingent or otherwise not reflected in its Subsidiaries in their accounting policies, methods, practices or principles that are material to Continental’s latest publicly-disclosed consolidated financial statements, except as described in the notes thereto with respect to periods ending prior to the date of this Agreement.

Reports; Financial Statements. (a) Continental Company has furnished or made available to Parent true and its Subsidiaries have timely filed complete copies of all forms, reports, schedules, prospectuses, circulars, statements and other documents required filed by it with any of the Canadian Securities Regulatory Authorities, Nasdaq, TSE and SEC since March 31, 2001, and, prior to be the Effective Time, Company will have furnished or made available to Parent true and complete copies of any additional documents filed with any of the Canadian Securities Regulatory Authorities, Nasdaq, TSE and SEC by Company prior to the Effective Time (i) Canadian securities regulatory authorities (collectively, the “Continental SRA Reports”), (ii) any other applicable federal, state, provincial or territorial securities authority, and (iii) any other Governmental Entity, except with respect to clause (iii) of this Section 3.8(a) where the failure to file any such forms, reports, schedules, statements or other documents would not have a Material Adverse Effect (all such formsprospectuses, reports, schedulescirculars, statements and other documents documents, including any financial statements or other documents, including any schedules included therein, are collectively referred to as the “Continental Documents”"COMPANY DOCUMENTS"). The Continental Documents Company Documents, at the time filed (xand if amended or superseded by a filing prior to the date of this Agreement then on the date of such filing), (i) did not contain any Misrepresentation and misrepresentation (y) complied as defined in all material respects with the requirements of applicable Laws. Continental has Securities Act), did not filed any confidential material change report with any Canadian securities authority or regulator or any stock exchange that at the date time they were filed contain any untrue statement of this Agreement remains confidential. (b) The consolidated financial a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements (includingtherein, in each caselight of the circumstances under which they were made, any related notes thereto) contained in any Continental SRA Reports (i) have been prepared in accordance with Canadian generally accepted accounting principles applied on a consistent basis during the periods involved (subject, in the case of unaudited interim financial statements, to the absence of a complete set of notes), not misleading and (ii) complied in all material respects with the requirements of applicable Securities Laws. Company has not filed any confidential material change report with the Canadian Securities Regulatory Authorities or any other securities Lawsauthority or regulator or any stock exchange or other self-regulatory authority that as of the date hereof remains confidential. None of Company's Subsidiaries is required to file any reports or other documents with any of the Canadian Securities Regulatory Authorities, Nasdaq, TSE and SEC. (b) The annual audited consolidated financial statements and the quarterly unaudited consolidated financial statements of Company, including the notes thereto, included in Company Documents (the "COMPANY FINANCIAL STATEMENTS") complied as to form in all material respects, as of their respective dates, (iiii) are in the case of Company Documents containing financial statements prepared in accordance with Canadian generally accepted accounting principles ("CANADIAN GAAP"), with Canadian GAAP applied on a basis consistent throughout the books periods indicated and records of Continental, consistent with each other (ivexcept as may be indicated in the notes thereto and except that unaudited statements do not contain footnotes as permitted under applicable rules) contain and reflect all necessary adjustments for fair presentation with the published rules and regulations of the results of operations Canadian Securities Regulatory Authorities and the TSE and (ii) in the case of Company Documents containing financial condition of the business of Continental for statements prepared in accordance with United States generally accepted accounting principles ("US GAAP"), with US GAAP applied on a basis consistent throughout the periods covered thereby, indicated and consistent with each other (vexcept as may be indicated in the notes thereto and except that unaudited statements do not contain footnotes as permitted under applicable rules) contain and reflect adequate provision or allowance for all reasonably anticipated liabilities, expenses with the published rules and losses regulations of Continental, and (vi) fairly presentapplicable Governmental Entities. The Company Financial Statements present fairly, in all material respects, in accordance with US GAAP or Canadian GAAP, as applicable, the consolidated financial position, results of operations and cash flows of Continental and Company, its Subsidiaries as of and all entities substantially controlled by Company at the respective dates thereof and for during the respective periods covered thereby, indicated therein (subject, in the case of unaudited financial statements, to normal, recurring audit year-end adjustments none and the absence of which will be materialnotes thereto) and reflect appropriate and adequate reserves in respect of contingent liabilities, individually or in the aggregate. (c) There if any, of Company and its Subsidiaries on a consolidated basis. Since March 31, 2001, there has been no material change by Continental or its Subsidiaries in their Company's accounting policies, methods, practices or principles that are material to Continental’s consolidated financial statements, except as described in the notes thereto to Company Financial Statements or as required by concurrent changes in generally accepted accounting principles. (c) The books and records of Company and its Subsidiaries, in all material respects, (i) have been maintained in accordance with respect good business practices on a basis consistent with prior years, (ii) state in reasonable detail the material transactions and dispositions of the assets of Company and its Subsidiaries and (iii) accurately and fairly reflect the basis for Company Financial Statements. Company has devised and maintains a system of internal accounting controls sufficient to periods ending prior provide reasonable assurances that (i) transactions are executed in accordance with management's general or specific authorization; and (ii) transactions are recorded as necessary (A) to permit preparation of consolidated financial statements in conformity with US GAAP and Canadian GAAP, as applicable, and (B) to maintain accountability of the date assets of this AgreementCompany and its Subsidiaries.

Reports; Financial Statements. (a) Continental Target and its Subsidiaries have timely filed all forms, reports, schedules, statements and other documents required to be filed with (i) Canadian securities regulatory authorities (collectively, the “Continental Target SRA Reports”), (ii) any other applicable federal, state, provincial or territorial securities authority, and (iii) any other Governmental Entity, except with respect to clause (iii) of this Section 3.8(a3.4(a) where the failure to file any such forms, reports, schedules, statements or other documents would not have a Material Adverse Effect on Target (all such forms, reports, schedules, statements and other documents are collectively referred to as the “Continental Target Documents”). The Continental Target Documents at the time filed (x) did not contain any Misrepresentation and (y) complied in all material respects with the requirements of applicable Laws. Continental Target has not filed any confidential material change report with any Canadian securities authority or regulator or any stock exchange that at the date of this Agreement remains confidential. (b) The audited consolidated financial statements (includingof Target for the year ended May 31, in each case2008, any related together with the auditors’ report thereon and the notes thereto) , and the unaudited interim consolidated financial statements of Target for the three months ended August 31, 2008 and the notes thereto contained in any Continental the Target SRA Reports (i) have been prepared in accordance with Canadian generally accepted accounting principles applied on a consistent basis during the periods involved (subject, in the case of unaudited interim financial statements, to the absence of a complete set of notes)involved, (ii) complied in all material respects with the requirements of applicable securities Laws, (iii) are in accordance with the books and records of Continental, Target; (iv) contain and reflect all necessary adjustments for fair presentation of the results of operations and the financial condition of the business of Continental Target for the periods covered thereby, (v) contain and reflect adequate provision or allowance for all reasonably anticipated liabilities, expenses and losses of ContinentalTarget, and (vi) fairly present, in all material respects, the consolidated financial position, results of operations and cash flows of Continental Target and its Subsidiaries as of the respective dates thereof and for the respective periods 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. (c) There has been no change by Continental Target does not have any material liability or obligation, whether accrued, absolute, contingent or otherwise not reflected in its Subsidiaries in their accounting policies, methods, practices or principles that are material to Continental’s latest publicly-disclosed consolidated financial statements, except as described in the notes thereto with respect to periods ending prior to the date of this Agreement.

Reports; Financial Statements. (a) Continental UNE and its Subsidiaries have timely filed all forms, reports, schedules, statements and other documents required to be filed with (i) Canadian securities regulatory authorities (collectively, the “Continental "UNE SRA Reports”"), (ii) any other applicable federal, state, provincial or territorial securities authority, and (iii) any other Governmental Government Entity, except with respect to clause (iii) of this Section 3.8(a) where the failure to file any such forms, reports, schedules, statements or other documents would not have a Material Adverse Effect on UNE (all such forms, reports, schedules, statements and other documents are collectively referred to as the “Continental "UNE Documents”"). The Continental UNE Documents at the time filed (x) did not contain any Misrepresentation and (y) complied in all material respects with the requirements of applicable Laws. Continental UNE has not filed any confidential material change report with any Canadian securities authority or regulator or any stock exchange that at the date of this Agreement remains confidential. (b) The audited consolidated financial statements (includingof UNE for the year ended December 31, in each case2008, any related together with the auditors’ report thereon and the notes thereto) , and the unaudited interim consolidated financial statements of UNE for the six months ended June 30, 2009 and the notes thereto contained in any Continental the UNE SRA Reports (i) have been prepared in accordance with Canadian generally accepted accounting principles applied on a consistent basis during the periods involved (subject, in the case of unaudited interim financial statements, to the absence of a complete set of notes)involved, (ii) complied in all material respects with the requirements of applicable securities Laws, (iii) are in accordance with the books and records of Continental, UNE; (iv) contain and reflect all necessary adjustments for fair presentation of the results of operations and the financial condition of the business of Continental UNE for the periods covered thereby, (v) contain and reflect adequate provision or allowance for all reasonably anticipated liabilities, expenses and losses of ContinentalUNE, and (vi) fairly present, in all material respects, the consolidated financial position, results of operations and cash flows of Continental UNE and its Subsidiaries as of the respective dates thereof and for the respective periods 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. (c) There has been no change by Continental UNE does not have any material liability or obligation, whether accrued, absolute, contingent or otherwise not reflected in its Subsidiaries in their accounting policies, methods, practices or principles that are material to Continental’s latest publicly-disclosed consolidated financial statements, except as described in the notes thereto with respect to periods ending prior to the date of this Agreement.

Reports; Financial Statements. (a) Continental and its Subsidiaries have Altima has timely filed all forms, reports, schedules, statements and other documents required to be filed with (i) Canadian securities regulatory authorities (collectively, the “Continental "Altima SRA Reports”"), (ii) any other applicable federal, state, provincial or territorial securities authority, and (iii) any other Governmental Government Entity, except with respect to clause (iii) of this Section 3.8(a) where the failure to file any such forms, reports, schedules, statements or other documents would not have a Material Adverse Effect on Altima (all such forms, reports, schedules, statements and other documents are collectively referred to as the “Continental "Altima Documents”"). The Continental Altima Documents at the time filed (x) did not contain any Misrepresentation and (y) complied in all material respects with the requirements of applicable Laws. Continental Altima has not filed any confidential material change report with any Canadian securities authority or regulator or any stock exchange that at the date of this Agreement remains confidential. (b) The audited consolidated financial statements (includingof Altima for the years ended November 30, in each case2008 and 2007, any related together with the auditors’ report thereon and the notes thereto) , and the unaudited interim consolidated financial statements of Altima for the six months ended May 31, 2009 and the notes thereto contained in any Continental the Altima SRA Reports (i) have been prepared in accordance with Canadian generally accepted accounting principles applied on a consistent basis during the periods involved (subject, in the case of unaudited interim financial statements, to the absence of a complete set of notes)involved, (ii) complied in all material respects with the requirements of applicable securities Laws, (iii) are in accordance with the books and records of Continental, Altima; (iv) contain and reflect all necessary adjustments for fair presentation of the results of operations and the financial condition of the business of Continental Altima for the periods covered thereby, (v) contain and reflect adequate provision or allowance for all reasonably anticipated liabilities, expenses and losses of ContinentalAltima, and (vi) fairly present, in all material respects, the consolidated financial position, results of operations and cash flows of Continental and its Subsidiaries Altima as of the respective dates thereof and for the respective periods 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. (c) There has been no change by Continental Altima does not have any material liability or obligation, whether accrued, absolute, contingent or otherwise not reflected in its Subsidiaries in their accounting policies, methods, practices or principles that are material to Continental’s latest publicly-disclosed consolidated financial statements, except as described in the notes thereto with respect to periods ending prior to the date of this Agreement.

Reports; Financial Statements. (a) Continental Since January 1, 2002, Terasen and its Subsidiaries subsidiaries have timely filed all forms, reports, schedules, statements and other documents required to be filed with (i) Canadian securities regulatory authorities (collectively, the “Continental "Terasen SRA Reports”"), (ii) any other applicable federal, state, provincial or territorial securities authority, and (iii) any other Governmental Entity, except with respect to clause (iii) of this Section 3.8(a) where the failure to file any such forms, reports, schedules, statements or other documents would not have a Material Adverse Effect on Terasen (all such forms, reports, schedules, statements and other documents are collectively referred to as the “Continental "Terasen Documents”"). The Continental Terasen Documents at the time filed (x) did not contain any Misrepresentation Misrepresentation, (y) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements contained therein not misleading in light of the circumstances under which they were made and (yz) complied in all material respects with the requirements of applicable Laws. Continental Terasen has not filed any confidential material change report with any Canadian securities authority or regulator or any stock exchange that at the date of this Agreement remains confidential. (b) The consolidated financial statements (including, in each case, any related notes thereto) contained in any Continental Terasen SRA Reports (i) have been prepared in accordance with Canadian generally accepted accounting principles applied on a consistent basis during the periods involved (subject, in the case of unaudited interim financial statements, to the absence of a complete set of notes), (ii) complied in all material respects with the requirements of applicable securities Laws, (iii) are in accordance with the books and records of Continental, Terasen; (iv) contain and reflect all necessary adjustments for fair presentation of the results of operations and the financial condition of the business of Continental Terasen for the periods covered thereby, (v) contain and reflect adequate provision or allowance for all reasonably anticipated liabilities, expenses and losses of ContinentalTerasen, and (vi) fairly present, in all material respects, the consolidated financial position, results of operations and cash flows of Continental Terasen and its Subsidiaries subsidiaries as of the respective dates thereof and for the respective periods 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. (c) There From January 1, 2002 to the date of this Agreement, there has been no change by Continental Terasen or its Subsidiaries subsidiaries in their accounting policies, methods, practices or principles that are material to Continental’s Terasen's consolidated financial statements, except as described in the notes thereto with respect to periods ending prior to the date of this Agreement.

Reports; Financial Statements. (a) Continental and its Subsidiaries have timely filed all All forms, reports, schedules, prospectuses, circulars, statements and other documents required to be (together with any amendments thereto) filed by it with (i) any of the Canadian securities regulatory authorities (collectivelySecurities Authorities, the “Continental SRA Reports”)SEC and AMEX since January 31, 2007 and any correspondence related thereto (ii) any other applicable federal, state, provincial or territorial securities authority, and (iii) any other Governmental Entity, except with respect to clause (iii) of this Section 3.8(a) where the failure to file any such forms, reports, schedules, statements or other documents would not have a Material Adverse Effect (all such formsprospectuses, reports, schedulescirculars, statements and other documents documents, including any financial statements or other documents, including any schedules included therein, are collectively referred to as the “Continental "Company Documents”"). The Continental Documents , at the time filed (x) did not contain any Misrepresentation and (y) complied in all material respects with the requirements of applicable Laws. Continental has not filed any confidential material change report with any Canadian securities authority if amended or regulator or any stock exchange that at superseded by a filing prior to the date of this Agreement remains confidential. (b) The consolidated financial statements (includingthen, in each caseon the date of such filing), any related notes thereto) contained in any Continental SRA Reports (i) have been prepared did not at the time they were filed contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in accordance with Canadian generally accepted accounting principles applied on a consistent basis during order to make the periods involved (subjectstatements therein, in light of the case of unaudited interim financial statementscircumstances under which they were made, to the absence of a complete set of notes), not misleading and (ii) complied in all material respects with the requirements of applicable Securities Laws. The Company has not filed any confidential material change report with the Canadian Securities Authorities, the SEC or any other securities Lawsauthority or regulator or any stock exchange or other self-regulatory authority which as of the date hereof remains confidential. None of Company's Subsidiaries is required to file any reports or other documents with any of the Canadian Securities Authorities, the SEC or AMEX. As of the date hereof, there are no outstanding or unresolved comments in comment letters from the SEC or the Canadian Securities Authorities with respect to any of the Company Documents. To the Company's Knowledge, as of the date hereof, none of the Company Documents is the subject of an ongoing review by either the SEC or the Canadian Securities Authorities, outstanding comment by either the SEC or the Canadian Securities Authorities or outstanding investigation by either the SEC or the Canadian Securities Authorities. (iiib) The annual audited consolidated financial statements and the quarterly unaudited consolidated financial statements of Company, including the notes thereto, included in the Company Documents (the "Company Financial Statements") (i) complied as to form in all material respects with applicable accounting requirements in Canada and the U.S. and with the published rules and regulations of applicable Governmental Authorities, the Canadian Securities Authorities, the SEC and AMEX with respect thereto as of their respective dates, and (ii) are in accordance with the books and records of Continental, (iv) contain and reflect all necessary adjustments for fair presentation generally accepted accounting principles of the results of operations and the financial condition of the business of Continental for U.S. ("GAAP") applied on a basis consistent throughout the periods covered thereby, indicated and consistent with each other (v) contain and reflect adequate provision or allowance for all reasonably anticipated liabilities, expenses and losses of Continental, and (vi) fairly presentexcept as may be indicated in the notes thereto). The Company Financial Statements present fairly, in all material respects, the consolidated financial position, results of operations and cash flows of Continental Company and its Subsidiaries as of at the respective dates thereof and for during the respective periods covered thereby, indicated therein (subject, in the case of unaudited financial statements, to normal, recurring audit year-end adjustments none and the absence of which will be materialfootnotes thereto) and reflect appropriate and adequate reserves in respect of contingent liabilities, individually or in the aggregate. (c) There if any, of Company and its Subsidiaries on a consolidated basis. Since January 31, 2004, there has been no change by Continental or its Subsidiaries in their Company's accounting policies, methods, practices or principles that are material to Continental’s consolidated financial statements, except as described in the notes thereto to the Company Financial Statements. (c) Since January 31, 2007, the books and records of the Company and its Subsidiaries, in all material respects, (i) have been maintained in accordance with good business practices on a basis consistent with prior years, (ii) state in reasonable detail the material transactions and dispositions of the assets of Company and its Subsidiaries and (iii) accurately and fairly reflect the basis for the Company Financial Statements. The Company has devised and maintains a system of internal accounting controls sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management's general or specific authorization; and (ii) transactions are recorded as necessary (A) to permit preparation of consolidated financial statements in conformity with GAAP and (B) to maintain accountability of the assets of the Company and its Subsidiaries. (d) Since January 31, 2007, the Company's principal executive officer and its principal financial officer have disclosed, based on their most recent evaluation, to the Company's auditors and the audit committee of the Board (i) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect in any material respect the Company's ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal controls over financial reporting, and the Company has provided to Parent copies of any written materials relating to the foregoing and disclosed the foregoing in Section 2.07 of the Disclosure Letter. The Company 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 ensure that material information relating to the Company, including its Subsidiaries, required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such information is accumulated and communicated to the Company's management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the Company's principal executive officer and its principal financial officer under the Exchange Act with respect to periods ending prior such reports; and such disclosure controls and procedures are effective in alerting the Company's principal executive officer and its principal financial officer in a timely manner of all material information required to be included in the date Company's periodic reports required under the Exchange Act. There are no outstanding loans made by the Company or any of this Agreementits Subsidiaries to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of the Company. Since the enactment of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, neither the Company nor any of its Subsidiaries has made any loans to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of the Company or any of its Subsidiaries. (e) The Company does not hold assets located in the United States (other than investment assets, voting or nonvoting securities of another person, and assets included pursuant to Section 801.40(d)(2) of the HSR Act) having a total value of over $50,000,000, and Company has not made aggregate sales in or into the United States of over $50,000,000 in its most recent fiscal year, all within the meaning of the HSR Act. (f) The Company does not carry on an operating business where (i) the aggregate value of the assets in Canada, determined as of such time and in such manner as may be prescribed for purposes of Part IX of the Competition Act and regulations thereunder, that are owned by the Company or corporations controlled by the Company, other than assets that are shares of any of those corporations, would exceed Cdn. $70,000,000, or (ii) the gross revenues from sales in or from Canada determined for such annual period and in such manner as may be prescribed for purposes of Part IX of the Competition Act and regulations thereunder, generated from the assets referred to in subparagraph (i) would exceed Cdn. $70,000,000.